Execution Version

REGISTRATION RIGHTS AGREEMENT

REGISTRATION RIGHTS AGREEMENT, dated as of November 15, 2006 (the ?Agreement?), by and among Collect Holdings, Inc., a Delaware corporation (the ?Company?), One Equity Partners II, L.P., a Cayman Islands limited partnership (?OEP II?), OEP II Co-Investors, L.P., a Cayman Islands limited partnership (?OEP II Co-Invest?), and OEP II Partners Co-Invest, L.P., a Cayman Islands limited partnership (?OEP II Partners Co-Invest,? and together with OEP II and OEP II Co-Invest, ?OEP?), Michael Barrist (?Barrist?) and the other Non-OEP Investors (as such term is defined in the Stockholders Agreement). OEP, each of their Permitted Transferees that is or becomes a party to this Agreement and the Non-OEP Investors are sometimes referred to herein individually as an ?Investor,? and collectively, as the ?Investors.?

W I T N E S S E T H:

WHEREAS, on July 21, 2006, the Company, Collect Acquisition Corp., a Pennsylvania corporation and wholly owned subsidiary of Company (?Acquisition?), and NCO Group, Inc., a Pennsylvania corporation (?Target?), entered into an Agreement and Plan of Merger (the ?Merger Agreement?), pursuant to which, upon the terms and subject to the conditions set forth therein, at the effective time of the Merger, (i) Acquisition will merge with and into Target (the ?Merger?) with Target continuing as the surviving corporation (the ?Surviving Corporation?), (ii) each share of common stock, no par value, of Target (?Target Common Stock?) that is outstanding immediately prior to the Merger (other than shares of Target Common Stock that is owned by the Company (including Rollover Shares (as defined in the Merger Agreement)) or Acquisition or held in the treasury of Target) will be converted into the right to receive from the Surviving Corporation $27.50 per share in cash, without interest, and (iii) the shares of common stock, no par value per share, of Acquisition will be converted into all the shares of the Surviving Corporation;

WHEREAS, the Company and Barrist have entered into a Rollover Agreement (the ?Rollover Agreement?), dated as of July 21, 2006, pursuant to which Barrist and certain of his affiliates have contributed, as of the date hereof, shares of Target Common Stock in exchange for newly issued shares of Class L Common Stock and Class A Common Stock (each as defined herein);

WHEREAS, OEP, certain members of senior management of Target and certain other Investors have entered into, subscription agreements with the Company, pursuant to which they have purchased newly issued shares of Preferred Stock (as defined herein), Class L Common Stock and Class A Common Stock, as set forth therein;

WHEREAS, the Company, OEP and other Investors have entered into a Stockholders Agreement, dated as of the date hereof (the ?Stockholders Agreement?); and

WHEREAS, the Company and the Investors desire to provide for certain registration rights relating to the Company Stock;

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NOW, THEREFORE, in consideration of the premises and of the mutual covenants and agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound hereby, the parties hereto agree as follows:

As used in this Agreement, the following capitalized terms shall have the following meanings:

?Affiliate? has the meaning set forth in Rule 12b-2 of the Rules promulgated under the Exchange Act.

?Barrist Registrable Securities? means (i) the shares of Company Stock held as of the date hereof by Barrist and his Permitted Transferees (as defined in the Stockholders Agreement) and any shares of Company Stock hereafter acquired by Barrist and his Permitted Transferees, and (ii) any shares of capital stock of the Company issued or issuable with respect to the securities referred to in clause (i) above by way of a stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization. For purposes of this Agreement, a Person will be deemed to be a holder of Barrist Registrable Securities whenever such Person has the right to acquire, directly or indirectly, such Barrist Registrable Securities (upon conversion or exercise in connection with a transfer of securities or otherwise, but disregarding any restrictions or limitations upon the exercise of such right), whether or not such acquisition has actually been effected, provided, however, that each such share of Company Stock shall cease to be a Barrist Registrable Security when (i) it has been effectively registered under the Securities Act and disposed of in accordance with the Registration Statement covering it; or (ii) it is distributed to the public pursuant to Rule 144 (or any similar provisions then in force) under the Securities Act.

?Class A Common Stock? means Class A Common Stock, par value $.01 per share, of the Company.

?Class L Common Stock? means Class L Common Stock, par value $.01 per share, of the Company.

?Commission? means the Securities and Exchange Commission.

?Common Stock? means the Class L Stock and the Class A Stock and any shares of capital stock of the Company issued or issuable with respect to the Class L Stock or Class A Stock by way of a stock dividend or distribution payable thereon or stock split, reverse stock split, recapitalization, reclassification, reorganization, exchange, subdivision or combination thereof.

?Company Stock? means the Common Stock and the Preferred Stock.

?Damages? has the meaning set forth in Section 5(a) of this Agreement.

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?Demand Registration? shall mean an OEP Demand Registration or a Barrist Demand Registration or a demand registration of Other Registrable Securities if the Company grants such demand registration right to Additional Parties pursuant to Section 7(d) hereof.

?Demand Registration Requests? shall mean an OEP Demand Registration Request or a Barrist Demand Registration Request or a demand registration request made by an Additional Party pursuant to Section 7(d) hereof.

?Demanding Party? shall mean a party that makes a Demand Registration Request to the Company under the terms of this Agreement.

?Exchange Act? means the Securities Exchange Act of 1934, as amended from time to time.

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