NCO PORTFOLIO MANAGEMENT INC
EX10-39.TXT
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>7
<FILENAME>ex10-39.txt
<DESCRIPTION>EX10-39.TXT
<TEXT>
<PAGE>



                                                                   Exhibit 10.39


                              EXCLUSIVITY AGREEMENT

         This Exclusivity Agreement (the "Agreement") is made this 9th day of
March, 2001, by and among Marlin Integrated Capital Holding Corporation
("Marlin"), NCO Portfolio Management, Inc. ("NCOP") and NCO Group, Inc. ("NCO").

         WHEREAS, newly formed subsidiaries of NCOP and Marlin are this day
forming a joint venture (the "Joint Venture") pursuant to a Limited Liability
Company Agreement of INOVISION-MEDCLR-NCOP Ventures, LLC of even date herewith
(the "LLC Agreement") in which Joint Venture each of NCOP's and Marlin's
respective subsidiaries will have a 50% equity interest. The sole purpose of the
Joint Venture will be to purchase certain types of defaulted consumer
receivables, all as more fully set forth in this Agreement and the LLC
Agreement; and

         WHEREAS, the servicing of such purchased, defaulted or past due
consumer receivables and the servicing of previously purchased defaulted or past
due consumer receivables by Marlin will be done by NCO Financial Systems, Inc.
("NCOF"), a wholly-owned subsidiary of NCO, pursuant to servicing agreements to
which Marlin, affiliates of Marlin, NCOF and the Joint Venture will be parties
(as amended, restated, modified or extended from time to time, collectively, the
"Servicing Agreements"); and

         WHEREAS, in connection with the creation of the Joint Venture, NCOF (or
an affiliate thereof) is purchasing the "Call Center" assets and business of
Marlin pursuant to an asset purchase agreement of even date herewith, and CR
Software Inc. ("CRS"), a wholly-owned subsidiary of Marlin, and NCOF (or an
affiliate thereof) are entering a strategic alliance agreement of even date
herewith for the further development, purchase, service and use of certain CRS
products by NCOF; and

         WHEREAS, it is the intent of the parties hereto that the exclusive
right to purchase such consumer receivables will be granted to the Joint
Venture, all upon the terms and subject to the conditions herein; and

         WHEREAS, the parties hereto wish to set forth their understandings with
respect to the exclusivity of the Joint Venture to purchase such consumer
receivables, all as more fully set forth herein;

         NOW THEREFORE, incorporating the foregoing and in consideration of the
mutual promises, covenants and agreements of the parties contained herein and
other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties agree as follows:

                                       1
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         1. DEFINITIONS

         (a) All capitalized terms used in this Agreement and not otherwise
defined herein shall have the meanings given to them in the LLC Agreement.

         (b) The term "Consumer Obligations" means defaulted or past due
healthcare (excluding HCA, the Healthcare Company , "HCA"), bad, dishonored and
returned checks and defaulted or past due utility (electric, gas, water, cable,
ISP, satellite, telecom and sewer) consumer accounts receivable and other
defaulted or past due obligations of that type.

         (c) The term "Excluded Consumer Obligations" means Consumer
Obligations:

         (i)      which have been purchased from sellers of such Consumer
                  Obligations pursuant to an agreement (as amended or modified
                  from time to time) to purchase such Consumer Obligations on a
                  periodic basis for a specified period of time, which agreement
                  has been entered into prior to the date hereof and which is
                  specifically set forth on Exhibit C hereto. Notwithstanding
                  the foregoing, any such agreement set forth on Exhibit C
                  hereto which is extended (other than extensions pursuant to
                  options existing on the date hereof) after the date hereof,
                  shall not be deemed an Excluded Consumer Obligation and
                  therefore subject to the exclusivity provisions of this
                  Agreement; or

         (ii)     of HCA; or

         (iii)    Consumer Obligations purchased from clients outside the United
                  States, the substantial majority of which consist of
                  obligations of obligors residing outside the United States; or

         (iv)     which are purchased from a seller (or its affiliates) listed
                  on Exhibit D pursuant to an agreement consummated on or prior
                  to April 30, 2001, and as to which negotiations have already
                  begun as of the date hereof.

                                       2
<PAGE>

         2. EXCLUSIVITY

         (a) Marlin, NCOG and NCOP (collectively, the "Grantors"), on behalf of
themselves and on behalf of all entities which are (at any time during the Term
(as defined below) hereof) controlled by or are under common control with any
one or more of the Grantors (either through financial investment or management
responsibility) (collectively, the "Affiliated Parties"), hereby grant to one
another, pursuant to the terms and conditions of this Agreement, the exclusive
right to participate in the acquisition (pursuant to their direct or indirect
interest in the LLC Agreement) of Consumer Obligations to be acquired by any of
the Grantors or any Affiliated Party thereof during the Term of this Agreement,
other than Excluded Consumer Obligations. It is agreed that for the purposes of
this Agreement, NCO Financial Systems, Inc. and NCO Financial Services, Inc.
shall at all times be an Affiliate of NCO and NCOP.

         (b) Subject to the ability of any Grantor or any Affiliated Party
thereof to purchase Excluded Consumer Obligations as provided in this Agreement,
each of Marlin, NCOP and NCO agree, on behalf of themselves and on behalf of
each of their respective Affiliated Parties, that in the event any Grantor or
any Affiliated Party thereof desires to purchase any Consumer Obligations, other
than Excluded Consumer Obligations, such Grantor and its Affiliated Parties,
shall not purchase such Consumer Obligations until the Joint Venture shall have
been given the opportunity (directly or through its subsidiaries), and declined,
to exercise its exclusive right to purchase such Consumer Obligations pursuant
to the terms of this Agreement.

         (c) The Grantors agree that each of them will provide to the others, on
a quarterly basis, a written report summarizing all Excluded Consumer
Obligations purchased by them during such quarter.

         (d) As the damages to the parties from a breach hereof could not be
adequately calculated, the parties shall be entitled to specific performance of
the terms hereof.

         3. TERM

         The term of this Agreement shall be for a period of four years
beginning on the date hereof or until this Agreement is otherwise terminated
prior thereto in accordance with the terms hereof. In addition, the parties
hereto agree that unless either party shall give the other parties hereto
written notice of its intent to terminate this Agreement not less than 90 days
prior to the expiration of the original term, or any renewal term hereof, this
Agreement shall be deemed automatically extended after the initial four year
term on a year-to-year basis thereafter. As used in this Agreement, the "Term"
shall mean the original four year period and all annual automatic extensions
thereof.

                                       3
<PAGE>

         4. EXCLUSIVITY PROCEDURES

         In the event that any of the Grantors or any Affiliated Party thereof
desires to purchase any Consumer Obligations, other than Excluded Consumer
Obligations, the Grantor shall provide to the Joint Venture all information
reasonably necessary for the Joint Venture to prepare a bid package in
accordance with the provisions of Exhibit A. Thereafter, the Purchase Request
(as defined in Exhibit A) shall be accepted or rejected in accordance with the
provisions of Exhibit A. If the Joint Venture rejects such Purchase Request
after an NCOP Rejection (as defined in Exhibit A), thereafter Marlin or any
Affiliated Party thereof (but not NCOP or any Affiliate thereof) may purchase
such Consumer Obligations on terms no more favorable to Marlin or its Affiliates
than those contemplated by the Purchase Request submitted with respect to such
Consumer Obligations. If the Joint Venture rejects such Purchase Request after a
Marlin Rejection (as defined in Exhibit A), thereafter NCOP or any Affiliated
Party thereof (but not Marlin or any Affiliate thereof) may purchase such
Consumer Obligations on terms no more favorable to NCOP or its Affiliates than
those contemplated by the Purchase Request submitted with respect to such
Consumer Obligations.

         5. TERMINATION OF EXCLUSIVITY BY NCOP AND NCO

         (a) Notwithstanding anything to the contrary contained herein, upon
written notice to Marlin by NCOP or NCO (the "NCO Termination Notice), NCOP, NCO
and their respective Affiliated Parties shall be excused from the exclusivity
provisions under this Agreement prior to the end of the Term if such notice
provides evidence establishing that:

         (i)      18 full calendar months have elapsed since the first purchase
                  of Consumer Obligations by the Joint Venture;

         (ii)     the Joint Venture has submitted at least five (5) Purchase
                  Requests that: (a) satisfy all of the requirements for
                  submission of Purchase Requests under the Credit Agreement of
                  even date herewith, as the same may be amended, renewed,
                  extended, restated or otherwise modified from time to time
                  (the "Credit Agreement") by and between the Joint Venture and
                  CFSC Capital Corp. XXXIV ("Cargill"), and (b) describes the
                  types of assets contemplated in the Credit Agreement;

         (iii)    the aggregate number and dollar amount of Purchase Requests
                  which were funded by the Joint Venture does not exceed seventy
                  five percent (75%) of the number and aggregate dollar amount
                  of the sum of NCOP Qualifying Purchase Requests (defined
                  below) and Purchase Requests that were funded by the Joint
                  Venture; and

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<PAGE>

         (iv)     the sum of all amounts actually advanced by the Joint Venture
                  in order to close the transactions described in Purchase
                  Requests exceeds Two Million Dollars ($2,000,000).

For purposes of the foregoing, an "NCOP Qualifying Purchase Request" shall mean
a complete Purchase Request that meets each of the following requirements:

         (i)      an Affiliated Party of NCOP or NCO has closed exactly the same
                  substantive transaction as in a Purchase Request rejected by
                  Marlin involving exactly the same assets, substantive
                  provisions of the purchase and sale agreement, pricing and
                  economic terms described in such complete Purchase Request
                  during a time period where such Affiliated Party was at all
                  times deemed subject to the terms of this letter agreement;
                  and

         (ii)     to the extent the exclusivity agreement between the Joint
                  Venture and Cargill would cover the Purchase Request, such
                  Affiliated Party of NCOP or NCO obtained financing from
                  Cargill on exactly the same terms offered under the Credit
                  Agreement.

         (b) Notwithstanding anything to the contrary contained herein, upon the
sending of a NCO Termination Notice, NCOP and NCO and their respective
Affiliated Parties also shall be excused from the exclusivity provisions under
this Agreement prior to the end of the Term if such notice provides evidence
establishing that:

         (i)      Marlin suffers a material adverse change in its financial
                  condition (it being understood that the reduction in the size
                  of the uncollected asset pools of a party shall not be a
                  material adverse change) which would materially and adversely
                  impact its ability to comply with its obligations to NCO, NCOP
                  and any of their respective Affiliated Parties under the LCC
                  Agreement; or

         (ii)     Marlin becomes insolvent or is convicted of a crime which
                  would materially and adversely impact its ability to comply
                  with its obligations to NCO, NCOP or any of their respective
                  Affiliated Parties under the LLC Agreement.

         6. TERMINATION OF EXCLUSIVITY BY MARLIN

         (a) Notwithstanding anything to the contrary contained herein, upon
written notice to NCO and NCOP by Marlin (the "Marlin Termination Notice"),
Marlin and its Affiliated Parties shall be excused from the exclusivity
provisions under this Agreement prior to the end of the Term if such notice
provides evidence established that:

         (i)      18 full calendar months have elapsed since the first purchase
                  of Consumer Obligations by the Joint Venture;

                                       5
<PAGE>

         (ii)     the Joint Venture has submitted at least five Purchase
                  Requests that: (a) satisfy all of the requirements for
                  submission of Purchase Requests under the Credit Agreement
                  with Cargill, and (b) describes the types of assets
                  contemplated in such Credit Agreement;

         (iii)    the aggregate number and dollar amount of Purchase Requests
                  which were funded by the Joint Venture does not exceed seventy
                  five percent (75%) of the number and aggregate dollar amount
                  of the sum of Marlin Qualifying Purchase Requests (defined
                  below) and Purchase Requests that were funded by the Joint
                  Venture; and

         (iv)     the sum of all amounts actually advanced by the Joint Venture
                  in order to close the transactions described in Purchase
                  Requests exceeds Two Million Dollars ($2,000,000).

For purposes of the foregoing, a "Marlin Qualifying Purchase Request" shall mean
a complete Purchase Request that meets each of the following requirements:

                                    (i) an Affiliated Party of Marlin has closed
         exactly the same substantive transaction as in a Purchase Request
         rejected by NCOP involving exactly the same assets, substantive
         provisions of the purchase and sale agreement, pricing and economic
         terms described in such complete Purchase Request during a time period
         where such Affiliated Party was at all times deemed subject to the
         terms of this letter agreement; and

                                    (ii) to the extent the exclusivity agreement
         between the Joint Venture and Cargill would cover the Purchase Request,
         such Affiliated Party of Marlin obtained financing from Cargill on
         exactly the same terms offered under the Credit Agreement.

         (b) Notwithstanding anything to the contrary contained herein, upon the
sending of a Marlin Termination Notice by Marlin, Marlin and its Affiliated
Parties also shall be excused from the exclusivity provisions under this letter
agreement prior to the end of the term if such notice provides evidence
establishing that:

                                       6
<PAGE>

         (i)      NCO or NCOP suffers a material adverse change in its financial
                  condition (it being understood that the reduction in the size
                  of the uncollected asset pools of a party shall not be a
                  material adverse change) which would materially and adversely
                  impact such party's ability to comply with its obligations to
                  Marlin and any of its Affiliated Parties under the LLC
                  Agreement; or

         (ii)     NCO or NCOP becomes insolvent or is convicted of a crime which
                  would materially and adversely impact such party's ability to
                  comply with its obligations to Marlin and its Affiliated
                  Parties under the LLC Agreement; or

         (iii)    Marlin or any of its Affiliated Parties terminates any
                  Servicing Agreement after a material breach by NCOF (or any of
                  its affiliates).

         7. END OF EXCLUSIVITY

         (a) If Marlin and its Affiliated Parties are excused from their
exclusivity obligations, pursuant to Subsection 6(a) (provided the Servicing
Agreements have not been terminated by Marlin other than in accordance with
their respective terms) and/or Subsection 6(b)(iii) hereunder only, prior to the
end of the Term, then NCO and NCOP and their Affiliated Parties shall be
released from their exclusivity obligations one year after Marlin and its
Affiliated Parties are so excused. Subject to Subsection 7(b), in all other
terminations of exclusivity hereunder by Marlin, including Section 3 hereof, NCO
and NCOP and their Affiliated Parties shall be released from their exclusivity
obligations at the same time as Marlin and its Affiliated Parties are so
excused. If pursuant to Section 5(b) hereof, NCO and NCOP and their Affiliated
Parties are excused from their exclusivity obligations hereunder prior to the
end of the Term or pursuant to Section 3 hereof, then Marlin and its Affiliated
Parties shall be released from their exclusivity obligations at the same time
that NCO and NCOP and their Affiliated Parties are so excused. If pursuant to
Section 5(a) hereof, NCO and NCOP and their Affiliated Parties are excused from
their exclusivity obligations hereunder prior to the end of the Term, then
Marlin and its Affiliated Parties shall be released from their exclusivity
obligations one year after NCO and NCOP and their Affiliated Parties are so
excused.

         (b) Notwithstanding anything to the contrary set forth herein, if NCO
and NCOP would be excused from their exclusivity obligations as a result of an
occurrence under Section 6(a) or 6(b)(iii) prior to the end of the Term, but, at
the time of such excusal, any Servicing Agreement is still in effect, then such
excusal shall not take effect for another year.

                                       7
<PAGE>

         8. COUNTERPARTS AND FACSIMILE DELIVERY

         This Agreement may be executed in two or more counterparts, each of
which shall be deemed an original but all of which together shall constitute one
and the same instrument. This Agreement may be signed and delivered by
facsimile, and each party agrees that delivery of this Agreement by facsimile
shall have the same force and effect as delivery of original signatures and that
each party may use such facsimile signatures as evidence of the execution and
delivery of this Agreement by all parties to the same extent that an original
signature could be used.

         9. MODIFICATION

         This Agreement may not be modified or changed except by an instrument
in writing executed by all of the parties hereto, and no waiver of compliance of
any provision or condition hereof and no consent provided for herein shall be
effective unless evidenced by an instrument in writing duly executed by the
party hereto seeking to be charged with such waiver or consent.

         10. ATTORNEYS' FEES

         In the event any party shall bring any action to enforce or protect any
of its rights under this Agreement, the prevailing party shall be entitled to
recover, in addition to its damages or other form of contractual relief, its
reasonable attorneys' fees and costs incurred in connection therewith.

         11. CONSTRUCTION

         The parties have each had the opportunity to obtain the advice of
counsel of their own choice in the negotiating, drafting and execution of this
Agreement. Accordingly, neither the entire Agreement nor any provision in it
shall be (a) deemed to have been proposed or drafted by any party, or (b)
construed against any party. This Agreement shall be construed as a whole
according to its plain meaning. The paragraph and subparagraph headings have
been included for the sake of clarity and are not intended to form part of this
Agreement, and they shall not be accorded any weight in construing this
Agreement.

         12. SEVERABILITY

         Whenever equitable, each provision of this Agreement will be
interpreted in such a manner as to be effective and valid under applicable law,
but if any provision of this Agreement is held to be invalid, illegal or
unenforceable in any respect under any applicable law or rule in any
jurisdiction, this Agreement shall be reformed, construed and enforced in such
jurisdiction to carry out the intent of the parties to the maximum extent
possible. In any event, if any provision of this Agreement will be held to be
invalid, illegal or unenforceable for any reason, or reformed or reconstrued,
the validity, legality and enforceability of the remaining provisions will not
in any way be affected or impaired thereby.

                                       8
<PAGE>

         13. NOTICE

         All notices, consents or other communications required or permitted to
be given under this Agreement shall be in writing and shall be deemed to have
been duly given (i) when delivered personally, (ii) one business day after being
sent by a nationally recognized overnight delivery service, postage or delivery
charges prepaid or (ii) when the sender has confirmation that it has sent notice
by prepaid facsimile if confirmed telephonically immediately thereafter and on
the next business day by a signed original sent in the manner provided in (i) or
(ii); provided, however, that in order for any notice to be effective, it must
also be sent by e-mail to the addresses set forth below.

                  If to:   Marlin
                  333 Glen Street, Suite 200
                  Glen Falls, NY  12801
                  Phone:   (518) 745-8260
                  Fax:     (518) 745-8610
                  E-Mail:  WDEDR10313@aol.com
                  with a copy to:

                  Russell R. Johnson, III
                  Attorney at Law
                  3734 Byfield Place
                  Richmond, VA  23233
                  Phone:   (804)747-7208
                  Fax:     (804)747-7209
                  E-Mail:  russ4478@aol.com
                           ----------------

                  with a copy to:

                  Martin Germanis
                  10474 Armstrong Street
                  Fairfax, VA  22030
                  Phone: 800-222-1722 ext 501
                  Fax: 703-293-7510
                  E-Mail: martin.germanis@crsoftwareinc.com

                  with a copy to:

                  Joel Lewis
                  President
                  Inovision
                  12726 Glenkirk Road
                  Richmond, VA  23233
                  Phone:   (804)364-0195
                  Fax:     (804)3601418
                  E-Mail: Inovision1@aol.com

                  Carl D. Roston
                  Akerman, Senterfitt & Eidson
                  One Southeast Third Avenue
                  28th Floor, SunTrust International Center
                  Miami, FL 33131
                  Phone:            305-374-5600
                  Fax:              305-374-5095
                  E-Mail:  croston@akerman.com
                           -------------------


                                       9
<PAGE>



                  If to:   NCOP or NCO

                  Michael J. Barrist
                  NCO Group, Inc.
                  515 Pennsylvania Avenue
                  Fort Washington, PA 19034
                  Phone:            215-793-9300
                  Fax:              215-793-2908
                  E-mail:           mike.barrist@ncogroup.com

                  with a copy to:

                  Lawrence R. Wiseman
                  Blank Rome Comisky & McCauley LLP
                  One Logan Square
                  Philadelphia, PA 19103-6998
                  Phone:            215-569-5549
                  Fax:              215-988-6910
                  Email:            wiseman@blankrome.com

Any party may change its address for notice and the address to which copies must
be sent by giving notice of the new addresses to the other parties in accordance
with this Section 13, provided that any such change of address notice shall not
be effective unless and until received.

         14. PUBLICITY

         Unless required by Law or stock exchange regulation, in the opinion of
such parties' counsel, none of NCOP, NCO or Marlin shall make any public
announcement regarding this Agreement without first consulting with the other.
With respect to any announcement that a party is required by Law or stock
exchange regulation to issue, such party shall, to the extent possible under the
circumstances, review the necessity for the contents of the announcement with
the other parties before issuing the announcement.


                                       10
<PAGE>


         15. FEES AND EXPENSES

         NCO shall pay all of the fees and expenses incurred by it and/or NCOP,
and Marlin shall pay all of the fees and expenses incurred by it in negotiating
and preparing this Agreement (and all other contracts and documents executed in
connection herewith) and in consummating the transactions contemplated by this
Agreement.

         16. ENTIRE UNDERSTANDING

         This Agreement, together with the Exhibits hereto, state the entire
understanding among the parties with respect to the subject matter hereof, and
supersede all prior oral and written communications and agreements, and all
contemporaneous oral communications and agreements, with respect to the subject
matter hereof, including without limitation all memorandums of understanding
and/or letters of intent previously entered into among some or all of the
parties hereto.

         17. PARTIES IN INTEREST

         This Agreement shall bind, benefit, and be enforceable by and against
NCOP, NCO and Marlin and their respective successors and assigns. No party shall
in any manner assign any of its rights or obligations under this Agreement
without the express prior written consent of the other parties. Nothing in this
Agreement is intended to confer, or shall be deemed to confer, any rights or
remedies upon any persons other than the parties hereto and the respective
directors of NCOP, NCO and Marlin.


                                       11
<PAGE>

         18. WAIVERS.

         Except as otherwise expressly provided herein, no waiver with respect
to this Agreement shall be enforceable unless in writing and signed by the party
against whom enforcement is sought. Except as otherwise expressly provided
herein, no failure to exercise, delay in exercising, or single or partial
exercise of any right, power or remedy by any party, and no course of dealing
between or among any of the parties, shall constitute a waiver of, or shall
preclude any other or further exercise of, any right, power or remedy.

         19. REFERENCES

         All words used in this Agreement shall be construed to be of such
number and gender as the context requires or permits.

         20. CONTROLLING LAW

         THIS AGREEMENT IS MADE UNDER, AND SHALL BE CONSTRUED AND ENFORCED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE APPLICABLE TO AGREEMENTS MADE
AND TO BE PERFORMED SOLELY THEREIN, WITHOUT GIVING EFFECT TO PRINCIPLES OF
CONFLICTS OF LAW.

         21. JURISDICTION AND PROCESS

         In any action between or among any of the parties, whether arising out
of this Agreement or otherwise, (a) each of the parties irrevocably consents to
the exclusive jurisdiction and venue of the federal and state courts located in
the State of Delaware, (b) if any such action is commenced in a state court,
then, subject to applicable law, no party shall object to the removal of such
action to any federal court located in the State of Delaware, (c) each of the
parties irrevocably waives the right to trial by jury, and (d) each of the
parties irrevocably consents to service of process by first class certified
mail, return receipt requested, postage prepaid, to the address at which such
party is to receive notice in accordance with Section 13.

         22. NO THIRD-PARTY BENEFICIARIES

         Except for Cargill, no provision of this Agreement is intended to or
shall be construed to grant or confer any right to enforce this Agreement, or
any remedy for breach of this Agreement, to or upon any person other than the
parties hereto, including, but not limited to, any customer, prospect, supplier,
employee, contractor, salesman, agent or representative of any of the parties
hereto.

                       [Signatures on the Following Page]


                                       12
<PAGE>




         IN WITNESS WHEREOF, this Agreement has been duly executed by each of
the parties hereto as of the date first above written.


Marlin Integrated Capital Holding Corporation

by:
         ------------------------------
         Name:    Warren W. Dedrick
         Title:  CEO


NCO Group, Inc.

by:
         ------------------------------
         Name:    Michael Barrist
         Title:


NCO Portfolio Management, Inc.

by:
         ------------------------------
         Name:    Michael Barrist
         Title:



                                       13
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                                    EXHIBIT A

         (a) Requests for Purchase. From time to time during the Term, any
Grantor may present to the Joint Venture written information describing a
particular asset pool of Consumer Obligations (i) with respect to which it
believes the Joint Venture should consider submitting an offer to purchase and
(ii) requesting that the Joint Venture evaluate purchasing such asset pool. Each
such request shall be accompanied by all information reasonably necessary for
the Joint Venture to prepare a bid package, and all other relevant information
known to such Grantor regarding the asset pool.

         (b) Purchase Request. The Joint Venture shall diligently and in good
faith work towards preparing a bid package which shall be substantially in the
form of Exhibit B ("Purchase Request") hereto, and such other information as
Marlin and NCOP may reasonably request. The Joint Venture shall, as quickly as
reasonably practicable, but in no event later than 10 business days after the
request under subsection (a), above, is received by the Joint Venture (along
with all information required to be provided by subsection (a)), provide to
Marlin and NCOP a Purchase Request; provided, however, that such period shall be
tolled by an additional five business days at any time that there are more than
ten Purchase Requests being prepared by the Joint Venture.

         (c) Acceptance or Rejection of Purchase Requests. Each of Marlin and
NCOP shall cause its designee to the Board of Managers of the Joint Venture, in
his capacity as a member of the Board of Managers, to accept or reject a
Purchase Request within the period described below (the "Response Period"),
after receipt thereof from the Joint Venture. The failure of NCOP's designee to
the Board of Managers of the Joint Venture to so accept a Purchase Request or
accept the Purchase Request subject only to the requirement that the Joint
Venture bid in excess 115% of the price ("Increased Price Proposal") proposed in
the Purchase Request (specifying such price) within two business days after
receipt of the Purchase Request shall be deemed a rejection of the Purchase
Request by NCOP ("NCOP Rejection"). The failure of Marlin's designee to the
Board of Managers of the Joint Venture to so accept a Purchase Request (with the
Increased Price Proposal, if any) within the three business days after receipt
of the Purchase Request or the failure to cause the Joint Venture to timely
prepare a Purchase Request shall be deemed a rejection of the Purchase Request
by Marlin ("Marlin Rejection"). If both members of the Board of Managers of the
Joint Venture so accept, then the Joint Venture shall forthwith bid the asset
pool at such price. Notwithstanding anything in the foregoing to the contrary, a
member of the Board of Managers' decision to accept or reject a Purchase Request
shall be in his sole and absolute discretion and he may decline any Purchase
Request for any reason (or no reason), without regard to any fiduciary duties,
without notification, justification or explanation, and without regard to
whether or not he or his Affiliated Parties have given any prior indication of
interest or oral approval with respect to the specified asset pool. In the event
the circumstances so require, Marlin and NCOP agree in good faith to work
towards shortening the time-frames set forth herein in order to comply with this
Agreement.

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<PAGE>

         (d) Acquiring Entity. The parties agree that the Joint Venture itself
will not acquire any Consumer Obligations, and that its subsidiary
Inovision-Meclr-NCOP-F, L.L.C. will acquire all Consumer Obligations to be
financed by Cargill and that its subsidiary Inovision-Medclr-NCOP-NF, L.L.C.
will acquire all other Consumer Obligations. In the event that the Joint Venture
is the successful bidder on an asset pool which the Joint Venture bid upon in
accordance with the terms hereof, it shall acquire such asset pool unless both
members of the Board of Managers determine otherwise.

         (e) Acceptance of Purchase Request. Any acceptance of a Purchase
Request by Marlin's or NCOP's designee to the Joint Venture's Board of Managers
shall be evidenced by his execution and return to the Joint Venture of such
Purchase Request, and shall be subject to all of the terms and conditions of
this Agreement and in the Purchase Request so accepted (each an "Accepted
Purchase Request"). An Accepted Purchase Request delivered to the Joint Venture
by a member of the Board of Managers shall constitute the commitment by the
member designating him, subject to satisfaction of all applicable terms and
conditions of this Agreement, to make its 50% loan or asset pool equity
contribution necessary to consummate such acquisition as reasonably determined
by the Joint Venture at such time is as designated by the Manager selected by
Marlin. All such loans and/or asset pool equity contributions shall bear
interest at a rate equal to the rate at which Cargill is compensated for
capital/loans (or such other rate as the parties may agree), and shall be repaid
as often as cash flow and Cargill permit. An Accepted Purchase Request shall
expire and shall have no further force or effect if (i) the Joint Venture is not
the successful bidder for the specified asset pool at a purchase price which is
not in excess of the anticipated purchase price described in such Purchase
Request or (ii) the Joint Venture does not consummate its purchase of such asset
pool pursuant to the terms and conditions of the related purchase agreement and
as contemplated in the related Accepted Purchase Request within thirty (30)
calendar days following issuance of the Accepted Purchase Request by Marlin and
NCOP (unless (A) such period of time is extended in writing by Marlin and NCOP
or (B) the seller of the asset pool has unilaterally extended the closing date
for purchase of an asset pool and the Joint Venture is unable to contest any
such extension).

         (f) General Funding Procedures. The Joint Venture shall provide Marlin
and NCOP with not less than three (3) business days prior written notice of the
scheduled closing date for the purchase of an asset pool described in an
Accepted Purchase Request and shall request funding of the purchase from Marlin
and NCOP on such date (each a "Purchase Date"). On the business day immediately
preceding a Purchase Date, Marlin and NCOP shall transfer to the Joint Venture's
designee, 50% of the loans or asset pool equity contributions necessary for such
purchase, as designated by the Joint Venture.

         (g) Special Funding Procedures in connection with Forward Flow Purchase
Agreements. In connection with a periodic purchase of a portion of an asset pool
under a forward flow purchase agreement, the Joint Venture shall provide Marlin
and NCOP with not less than three (3) business days prior written notice of the
Purchase Date for the purchase of such portion of an asset pool under such
forward flow purchase agreement, the total cost of such portion of the asset
pool to be purchased on the Purchase Date and the amount of the loans or asset
pool equity contributions which the Joint Venture requests Marlin and NCOP to
fund on the Purchase Date in connection with such portion of the asset pool to
be purchased on the Purchase Date. On the business day immediately preceding a
Purchase Date for the purchase of a portion of an asset pool, Marlin and NCOP
shall transfer to the Joint Venture's designee their respective equity
contributions for such portion of the asset pool to be purchased on such
Purchase Date.


                                       15
<PAGE>



                                    EXHIBIT B
                                   BID PACKAGE













                                       16
<PAGE>

                                    EXHIBIT C
                             EXISTING FORWARD FLOWS




                                   Team Health
                                 PP&L Utilities
                                   PECO Energy
                               Commonwealth Energy
                                   Con Edison
                                Exelon Companies


                                       17
<PAGE>

EXHIBIT D
                                IN-PROCESS DEALS

General Public Utilities
Duquense Light
Baltimore Gas & Electric
Rochester Gas & Electric
The Schumacher Group
National Emergency Services
Greater Houston Emergency Services
PECO Energy
Commonwealth Edison
Consolidated Edison of New York
Duke Power/Energy
United Illuminating
Cablevision




                                       18

</TEXT>
</DOCUMENT>
