NCO PORTFOLIO MANAGEMENT INC
EX10-37.TXT
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>5
<FILENAME>ex10-37.txt
<DESCRIPTION>EX10-37.TXT
<TEXT>
<PAGE>


                                                                   Exhibit 10.37

                       LIMITED LIABILITY COMPANY AGREEMENT
                                       OF
                         INOVISION-MEDCLR-NCOP-F, L.L.C.


         This LIMITED LIABILITY COMPANY AGREEMENT (the "Agreement") is entered
into and shall be effective as of the 9th day of March, 2001 (the "Effective
Date"), among INOVISION-MEDCLR-NCOP-F, L.L.C., a limited liability company
organized under the laws of the State of Delaware (the "Company"), and the
Initial Member (as defined below) of the Company and any other Person who
becomes a Member in accordance with the terms of this Agreement. This Agreement
is entered into in accordance with the Delaware Limited Liability Company Act
and constitutes the "limited liability company agreement" as defined in such
Act.

                                   ARTICLE I

                          ORGANIZATION AND DEFINITIONS

         1.01 Organization. The Company was formed through the filing with the
Delaware Department of State of a Certificate of Formation. The Company shall be
governed by the laws of the State of Delaware in accordance with this Agreement.

         1.02 Name. Effective as of the establishment of the Business, the
business and affairs of the Company shall be conducted under the name of
"INOVISION-MEDCLR-NCOP-F, L.L.C.".

         1.03 Principal Office; Registered Office; Registered Agent. The
principal office of the Company will be at 333 Glen Street, Suite 200, Glen
Falls, New York 12801 or at such other location as determined by the Board. The
initial registered office of the Company will be at c/o Corporation Service
Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808.

         1.04 Term. The Company was formed on February 20, 2001, and will
continue unless it is sooner terminated in accordance with Article IX of this
Agreement. In the event the Exclusivity Agreement (as defined below) is
terminated, the parties will work in good faith to collect the Company's
receivables.

         1.05 Recording of Certificates. The Company shall take all actions
necessary to file its Certificate of Formation and amendments thereto properly
with the Delaware Department of State. All filing fees will be paid by the
Company. The Company shall take all other action necessary to perfect and
maintain the Company as a limited liability company under the laws of the State
of Delaware and (if and to the extent required by applicable law for such
purpose) to amend the Certificate of Formation from time to time.

         1.06 Definitions. As used in this Agreement, the following terms have
the meanings ascribed to them in this Section 1.06 and include the plural as
well as the singular number:

                  "Act" means the Delaware Limited Liability Company Act as it
may be amended, or any subsequent Delaware law that is enacted in substitution
for that law.

                  "Additional Members" shall mean those Persons admitted as
Members of the Company pursuant to the terms hereof.

                                       1
<PAGE>

                  "Adjusted Capital Account Deficit" means a deficit balance in
a Member's Capital Account, determined with the following adjustments: (a)
reduce such deficit balance by any amount that the Member is obligated to
restore to the company or treated as obligated to restore pursuant to the
Regulation Section 1.704-1(b)(2)(ii)(c), Regulation Section 1.704-2(g), and
Regulation Section 1.704-2(i)(5); and (b) adjust such Member's Capital Account
for items specified in subsections (4), (5), and (6) of Regulation Section
1.704-1(b)(2)(ii)(d) that, as of the end of the year, are reasonably expected to
occur with respect to the Member.

                  "Affiliate" means, with respect to any Person, (i) any other
Person directly or indirectly controlling, controlled by, or under common
control with such Person, (ii) any other Person owning and controlling ten
percent (10%) or more of the outstanding voting interest of such Person, (iii)
any officer, director, manager or general partner of such Person, (iv) any other
Person who is an officer, director, manager, general partner, trustee or holder
of ten percent (10%) or more of the voting interests of any of the other Persons
described in clauses (i) through (iii) of this sentence, or (v) a Family Member.
For purposes of this definition, the term "controls", "is controlled by" or "is
under common control with" shall mean the possession, direct or indirect, of the
power to direct or cause the direction of the management and policies of a
Person, whether through the ownership of voting securities, by contract or
otherwise.

                  "Agreement" means this Limited Liability Company Agreement, as
amended from time to time. Words such as "herein," "hereafter," "hereof,"
"hereto," and "hereunder" refer to this Agreement as a whole, unless the context
otherwise requires.

                  "Board" means the Board of Managers of the Company, as elected
by the Members in accordance with this Agreement.

                  "Book Gain" or "Book Loss" means gain or loss recognized by
the Company for book purposes in any Fiscal Year or other period under the
principles of Treasury Regulation 1.704-1(b)(2)(iv) by reason of a sale or other
disposition of any Company asset. Book Gain or Book Loss shall be computed by
reference to the Book Value of the asset as of the date of such sale or other
disposition rather than by reference to the tax basis of the asset at such date.
Every reference in this Agreement to "gain" or "loss" refers to Book Gain or
Book Loss, rather than to tax gain or tax loss, unless the context manifestly
otherwise requires.

                                       2
<PAGE>

                  "Book Value" of an asset means the gross fair market value of
an asset (other than cash), as determined by the Company, transferred as a
Capital Contribution to the Company or, as of any particular date, the value at
which the asset is reflected on the books of the Company as of such date. The
Book Value of all Company assets shall be adjusted to equal their respective
fair market values, as determined by the Company, as of the following times: (i)
the acquisition of additional Membership Interests by any new or existing Member
in exchange for more than a de minimis Capital Contribution or at the time
otherwise required by Section 3.03; (ii) the distribution by the Company to a
Member of more than a de minimis amount of Company property or money in exchange
for all or a part of the Member's Company Interest; and (iii) at any other time
required by Treasury Regulations 1.704-l(b)(2)(iv), 1.704-2 or 1.704-3.
Adjustments in accordance with clauses (i) and (ii), above, shall be made only
if the Company determines that such adjustments are necessary or appropriate to
reflect the economic interests of the Members in the Company. In addition, the
Book Value of any Company asset distributed to any Member shall be adjusted to
its market value as determined on the date of distribution.

                  "Business" means the acquisition of defaulted or past due
healthcare (including, but not limited to, physician, HMO, PPO, hospital,
insurance and clinic, but excluding HCA, the Healthcare Company), bad,
dishonored and/or returned checks and defaulted or overdue utility (e.g.,
electric, gas, water, sewer, cable, satellite and telecom) receivables, accounts
and/or accounts receivable of that type.

                  "Capital Account" means the account maintained for each Member
in the Company's books of account in the manner described in Section 3.04.

                  "Capital Contribution" means the total amount of cash or Net
Book Value or other property contributed to the equity of the Company by each
Member pursuant to this Agreement. Any reference in this Agreement to the
Capital Contribution of either a Member or any assignee of a Member includes any
Capital Contribution previously made by any prior Member to whose Company
Interest the then existing Member or assignee succeeded.

                  "Certificate" means the Certificate of Formation for the
Company filed with the Delaware Department of State and any amendments thereto.

                  "CFSC" means CFSC Capital Corp. XXXIV.

                                       3
<PAGE>

                  "Code" means the Internal Revenue Code of 1986, as it may be
amended, or any subsequent federal law concerning income tax as enacted in
substitution for, or that corresponds with, such Code.

                  "Company" means InoVision-Medclr-NCOP-F, L.L.C.

                  "Company Interests" includes only a Member's Capital
Contribution and the right to receive its share of the Profits and Losses,
distributions, and liquidation proceeds of the Company, all in accordance with
the terms of this Agreement and excludes Company Rights.

                  "Company Minimum Gain" has the meaning set forth in Treasury
Regulations 1.704-2(d) and, as provided therein, shall generally be determined
by computing, for each Nonrecourse Debt of the Company, any Profit the Company
would realize if it disposed of the Company assets subject to that liability for
no consideration other than full satisfaction of the liability, and then
aggregating the separate amounts of Profit so computed for each Nonrecourse
Debt.

                  "Company Rights" excludes the Company Interest of a Member,
and includes, in addition to voting, consent and other rights provided in this
Agreement, all other rights provided to limited liability company interests
under this Agreement and the Act.

                  "Consent" means the consent of a Person, given as provided in
Section 11.01, to do the act or thing for which the consent is solicited, or the
act of granting such consent, as the context may require.

                  "Covered Person" means a Person specified in Section 6.05.

                  "Credit Agreement" means the Credit Agreement, dated as of the
date hereof, between CFSC and the Company (or any of its subsidiaries or sister
companies), as amended, restated, extended or modified from time to time.

                  "Depreciation" means, for each Fiscal Year or other period, an
amount equal to the depreciation, amortization or other cost recovery deduction
allowable with respect to an asset for such Fiscal Year or other period for
federal income tax purposes, except that if the Book Value of an asset differs
from its adjusted basis for federal income tax purposes at the beginning of such
Fiscal Year or other period, and except as provided in Treasury Regulations
1.704-3, Depreciation shall be that amount which bears the same relationship to
the Book Value of such asset at that time as the depreciation, amortization or
other cost recovery deduction allowable for federal income tax purposes bears to
its adjusted tax basis at such time.

                  "Family Member" with respect to an individual shall mean
another individual if such other individual is the spouse of that individual or
is related through a common grandparent of the individual or spouse of the
individual.

                                       4
<PAGE>

                  "Fiscal Year" means the period beginning on January 1 and
ending on December 31.

                  "Initial Member" means InVision-Medclr-NCOP Ventures, L.L.C.

                  "Involuntary Retirement" means the occurrence of any of the
following: (i) a Person is adjudged a bankrupt or insolvent, or has entered
against it an order for relief in any bankruptcy or insolvency proceeding; (ii)
ninety (90) days after the commencement of any proceeding against a Person
seeking reorganization, arrangement, composition, readjustment, liquidation,
dissolution or similar relief under any statute, law or regulation, if the
proceeding has not been dismissed or stayed at such time; (iii) ninety (90) days
after the appointment without the Person's consent or acquiescence of a trustee,
receiver or liquidator of a Person or of all or any substantial part of its
properties, if the appointment is not vacated or stayed at such time; or (iv)
the involuntary dissolution of a Person or any other event which is neither
initiated by nor acquiesced in by a Person and is not a Voluntary Retirement.

                  "Majority Vote" means the affirmative vote of Members holding
as of a record date established by the Board a majority of the outstanding
Membership Interests. Such vote may be evidenced by a written consent signed by
such Members, which may be executed in counterparts.

                  "Manager" means a person elected to the Board of Managers by
the Members in accordance with this Agreement.

                  "Marlin" means IMNV Holdings, L.L.C., a 50% owner of the
Initial Member.

                  "Member Nonrecourse Debt" means any Company liability to the
extent such liability is nonrecourse to the Company for purposes of Treasury
Regulations 1.1001-2 and a Member (or related person within the meaning of
Treasury Regulations 1.752-4(b)) bears the economic risk of loss with respect to
such liability under Treasury Regulations 1.752-2.

                  "Member Nonrecourse Debt Minimum Gain" has the meaning set
forth in Treasury Regulations 1.704-2(i)(3) and, as provided therein, shall
generally be the amount, with respect to each Member Nonrecourse Debt, equal to
the Company Minimum Gain that would result if such Member Nonrecourse Debt were
treated as a Nonrecourse Debt.

                  "Member Nonrecourse Deductions" has the meaning, and shall be
determined in the manner, set forth in Treasury Regulations 1.704-2(i)(2).

                                       5
<PAGE>

                  "Members" means the Persons designated in this Agreement as
the Members of the Company and any Persons who become Members of the Company,
pursuant to this Agreement, in the Persons' capacity as Members of the Company.
The Members are the members of the Company pursuant to the Act. The Initial
Members are identified on Exhibit "A" hereto.

                  "Membership Interests" means limited liability company
interests of the Members in the Company pursuant to the Act. Membership
Interests shall be not be evidenced by certificates. Each unit of Membership
Interest shall have one vote in connection with decisions submitted to Members,
and all Membership Interests shall be identical. The number of units of
Membership Interests initially issued to each Member shall be identified on
Exhibit "A".
                  "NCOP" means NCOP/Marlin, Inc., a 50% owner of the Initial
Member.

                  "Net Book Value" means the Book Value of the assets
contributed as a Capital Contribution to the Company by a Member less the
liabilities to which such assets are subject.

                   "Nonrecourse Debt" means any mortgage securing the Business
or any other Company liability to the extent that no Member (or related person
within the meaning of Treasury Regulations 1.752-4(b)) bears the economic risk
of loss for such liability under Treasury Regulations 1.752-2.

                  "Nonrecourse Deductions" has the meaning set forth in Treasury
Regulations 1.704-2(c).

                  "Notification" means a writing, containing the information
required by this Agreement to be communicated to any Person.

                  "Permitted Transfer" shall mean (i) a transfer by a Member to
another entity which is wholly-owned by that Member's sole owner, (ii) a
transfer which is approved by all Members and (iii) any transfer to another
Member.

                  "Person" means a natural person, corporation, trust,
partnership, joint venture, association, limited liability company or other
business or other legal entity.

                                       6
<PAGE>

                  "Profit" or "Loss" means, for each Fiscal Year, an amount
equal to the Company's taxable income or loss for such year, determined in
accordance with Code Section 703(a) (for this purpose, all items of income,
gain, loss or deduction required to be stated separately pursuant to Code
Section 703(a)(1) shall be included in taxable income or loss), with the
following adjustments:

         (1)      Any income of the Company that is exempt from federal income
                  tax and not otherwise taken into account in computing Profit
                  or Loss shall be added to such taxable income or loss;

         (2)      Any expenditures of the Company described in Code Section
                  705(a)(2)(B) or treated as Code Section 705(a)(2)(B)
                  expenditures pursuant to Treasury Regulations Section
                  1.704-1(b)(2)(iv) shall be subtracted from such taxable income
                  or loss;

         (3)      In lieu of the depreciation, amortization or other cost
                  recovery deductions taken into account in computing such
                  taxable income or loss, there shall be taken into account
                  Depreciation for such Fiscal Year;

         (4)      Book Gain or Book Loss shall be taken into account in lieu of
                  any tax gain or tax loss recognized by the Company; and

         (5)      Items of income, gain, loss, or deduction allocated separately
                  pursuant to Section 4.04 hereof shall be excluded from the
                  computation of taxable income or loss.

         If the Company's taxable income or loss for such Fiscal Year, as
adjusted in the manner provided above, is a positive amount, such amount shall
be the Company's Profit for such Fiscal Year; and if negative, such amount shall
be the Company's Loss for such Fiscal Year.

                  "Pro Rata" means in the proportion that the item being
measured for each Member bears to the total of all such items for all Members
for whom a contribution, distribution, or allocation is due or being made,
Membership Interest, or determined.

                  "Retirement" (including the verb form "Retire" and the
adjective form "Retiring") means, as to a Member, the occurrence of Voluntary
Retirement or Involuntary Retirement.

                  "Substituted Member" means any Person admitted as a Member by
virtue of acquiring Membership Interests from another Member in accordance with
the terms of this Agreement.

                                       7
<PAGE>

                  "Tax Matters Member" means the Initial Member, or such other
person as may be designated by Majority Vote of the Members.

                  "Transfer" means, as a noun, any voluntary or involuntary
transfer, sale, pledge, hypothecation or other disposition and, as a verb,
voluntarily or involuntarily to transfer, sell, pledge, hypothecate or otherwise
dispose of.

                  "Treasury Regulations" means the regulations of the United
States Treasury Department pertaining to the Code, as amended, and any successor
provision thereto.

                  "Voluntary Retirement" means the occurrence of any of the
following: (i) the withdrawal of a Member as a Member or the Transfer of any
portion of a Membership Interest in violation of the provisions of this
Agreement; (ii) a Member makes an assignment for the benefit of creditors, files
a voluntary petition in bankruptcy, files a petition or answer seeking for
itself any reorganization, arrangement, compensation, readjustment, liquidation,
dissolution or similar relief under any statute, law or regulation, files an
answer or other pleading admitting or failing to contest the material
allegations of a petition filed against it in any proceeding of this nature or
seeks, consents to or acquiesces in the appointment of a trustee, receiver or
liquidator of a Member or of all or any substantial part of its properties,
(iii) the voluntary termination or dissolution of a Member; or (iv) any other
event initiated by or with the acquiescence of a Member which could be an event
of withdrawal under the Act.

                                       8
<PAGE>

                                   ARTICLE II

                      PURPOSES AND BUSINESS OF THE COMPANY

         2.01 Purposes of the Company. The Company has been formed for the
purpose of acquiring and owning and contracting with others for the collection
of accounts, receivables and accounts receivable, including but not limited to,
those of the nature described in the definition of "Business", above, and any
other lawful purpose.

         2.02 Authority of the Company. To carry out its purposes, the Company,
consistent with and subject to the provisions of this Agreement and all
applicable laws, is empowered and authorized to do any and all acts and things
incidental to, or necessary, appropriate, proper, advisable, or convenient for,
the furtherance and accomplishment of its purposes.

         2.03 Special Limitations. Notwithstanding the authority of the Company
set forth in Section 2.02 or any other provision of this Agreement, the Company
shall not:

         (a) fail to preserve its existence as an entity duly organized, validly
existing and in good standing (if applicable) under the laws of the jurisdiction
of its organization or formation;

         (b) fail to file its own tax returns; or

         (c) fail either to hold itself out to the public as a legal entity
separate and distinct from any other entity or Person or to conduct its business
solely in its own name in order not to mislead others as to the identity of the
entity with which such other party is transacting business; or

         (d) elect under Treasury Regulationsss.301.7701-3 to be taxed as an
association taxable as a corporation.

                                  ARTICLE III

                                MEMBERS, CAPITAL

         3.01 Members. The name, address, and initial Capital Contribution of
each Member, and number of Membership Interests issued to each Member, are set
forth in Exhibit "A" hereto, as that Exhibit "A" may be amended from time to
time with the unanimous consent of the members to reflect the admission of
Additional Members. Without the prior written consent of all Members, no Member
shall be required to lend any funds to the Company or to make any additional
Capital Contribution to the Company.

         3.02 Return of Capital. A Member shall not receive from the Company or
out of Company property, and shall have no right to withdraw and demand, and the
Company shall not return to a Member, any part of the Capital Contribution or
Capital Account of the Member except in accordance with this Agreement.

                                       9
<PAGE>

         3.03 Company Capital.

         (a) The Members have made, or agreed to make, initial Capital
Contributions in amounts reflected opposite each Member's name in Exhibit "A"
hereto, and such amount shall be credited to each Member's Capital Account.

         (b) No Member shall be paid interest on any Capital Contribution to the
Company or on such Member's Capital Account.

         (c) Distributions to the Members shall be made only as expressly
provided for in this Agreement.

         (d) The Members may from time to time unanimously determine that
additional capital (in addition to the initial Capital Contributions made
pursuant to this Agreement) is required in order to achieve the purposes of the
Company described in Section 2.01 above. With the unanimous consent of the
Members, the Members may make additional Capital Contributions, pro rata to
their Membership Interests. To the extent required by any agreement to which the
Members are parties, the Members shall make additional Capital Contributions or
loans to the Company in such amounts, with such terms and conditions and at such
times as are required in such other agreements. In the event that the Members
make additional Capital Contributions, such Capital Contributions shall also be
credited to their accounts.

         3.04 Capital Accounts.

         (a) A separate Capital Account shall be maintained for each Member in
accordance with the following provisions:

         (i)      To each Member's Capital Account there shall be credited such
                  Member's Capital Contributions, such Member's distributive
                  share of Profits, and any items thereof that are specially
                  allocated pursuant to Article IV, and the amount of any
                  Company liabilities that are assumed by such Member or that
                  are secured by, or subject to, any Company property
                  distributed to such Member.

         (ii)     To each Member's Capital Account there shall be debited the
                  amount of cash and the fair market value of any Company
                  property distributed to such Member pursuant to any provisions
                  of this Agreement, such Member's distributive share of Losses,
                  and any items in the nature of expenses or losses that are
                  specially allocated pursuant to Article IV, and the amount of
                  any liabilities of such Member that are assumed by the Company
                  or that are secured by, or subject to, any property
                  contributed by such Member to the Company.

                                       10
<PAGE>

         (b) Except as provided to the contrary in this Agreement, the foregoing
provisions and the other provisions of this Agreement relating to the
maintenance of Capital Accounts are intended to comply with Treasury Regulations
ss. 1.704-l(b), and shall be interpreted and applied in a manner consistent with
such Treasury Regulations. In the event the Company shall determine that it is
prudent to modify the manner in which the Capital Accounts, or any debits or
credits thereto, are computed in order to comply with such Treasury Regulations,
the Company may make such modification. The Company shall adjust the amounts
debited or credited to Capital Accounts with respect to (i) any property
contributed to the Company or distributed to a Member, and (ii) any liabilities
that are secured by such contributed or distributed property or that are assumed
by the Company or a Member, in the event the Company determines that such
adjustments are necessary or appropriate pursuant to Treasury Regulations
ss.1.704-l(b)(2)(iv). The Company shall also re-value Capital Accounts in
accordance with Treasury Regulations ss.1.704-1(b)(2)(iv)(f) including, but not
limited to, upon the admission of Additional Members to the Company if such a
revaluation is necessary to reflect the economic arrangement of all Members. The
Company also shall make any appropriate modifications in the event unanticipated
events might otherwise cause this Agreement not to comply with Treasury
Regulations ss.1.704-l(b).

         (c) In the event of an assignment of Membership Interests in accordance
with the terms of this Agreement, the portion of the Capital Accounts, rights
and obligations relating to the allocations of Profits of Losses and all other
items attributable to such Membership Interests shall follow such Membership
Interests and be assigned to the assignee. Items attributable to a Member shall
take into account items attributable to predecessor holders of Membership
Interests held by the Member.

         3.05 Liability of Members.

         (a) Subject to Section 18-607(b) of the Act, no Member shall have any
personal liability whatsoever in his capacity as a Member, whether to the
Company, to any of the Members, or to the creditors of the Company, for the
debts, liabilities, contracts, or any other obligations of the Company, or for
any losses of the Company. Except as otherwise agreed in writing by the Members,
a Member shall be liable only to make its initial Capital Contributions as
expressly provided for herein and shall not be required to lend any funds to the
Company or to make any further Capital Contributions to the Company or to repay
to the Company, any Member, or any creditor of the Company all or any fraction
of any negative amount in a Member's Capital Account.

                                       11
<PAGE>

         (b) A Member shall not be liable for the payment or repayment of any
amounts standing in the account of another Member including, but not limited to,
the Capital Contributions. Any such payment or repayment, if required to be
made, shall be made solely from the Company's assets. The Members acknowledge
that the Company is to be taxed as a partnership for income tax purposes, and
each Member shall be liable for tax liabilities on its distributive Membership
Interest of Company profits.

                                   ARTICLE IV

                               PROFITS AND LOSSES

         4.01 Determination and Allocation of Profits and Losses. Profits and
Losses of the Company shall be determined for each Fiscal Year of the Company in
accordance with the method of income tax accounting adopted by the Company
consistently applied and shall be allocated among the Members in the manner
provided in this Article IV.




         4.02 Allocation of Profits and Losses.

         (a) Profits. For purposes of maintaining the Capital Accounts of the
Company, all Profits shall be allocated in the following priorities:

         (i)      First: To the Members Pro Rata, in accordance with the
                  negative Capital Account balances of such Members until the
                  negative Capital Account balance of each such Member is
                  increased to zero (0); and then

         (ii)     Second: To the Members until the net cumulative amount
                  allocated pursuant to this Section 4.02(a) equals the
                  cumulative net Losses allocated to the Members under Section
                  4.02(b) below as reduced by the sum of net Profit and Gain
                  allocations under this Section 4.02(a) previously made, Pro
                  Rata in accordance with the relative amounts of each Member's
                  cumulative net Losses in excess of net Profit and Gain
                  allocations previously made to each Member; and then

         (iii)    Third: To the Members Pro Rata in accordance with their
                  respective Membership Interests.

         (b) Losses.  For purposes of  maintaining  the Capital  Accounts of the
Company,  Net Losses shall be allocated in the following priorities:

         (i)      First: Pro Rata to the Members in accordance with each such
                  Member's positive Capital Account balance until the positive
                  Capital Account balance of each such Member is reduced to zero
                  (0); and then

         (ii)     Second: To the Members pro rata in accordance with their
                  respective Membership Interests.

         Notwithstanding the foregoing, Net Losses allocated to a Member
pursuant to this Section 4.02(b) shall not exceed the maximum amount of Net
Losses that can be so allocated without causing such Member to have an Adjusted
Capital Account Deficit at the end of any period. Any Loss in excess of the
limitation for a Member set forth in the preceding sentence shall be allocated
to the other Members Pro Rata in accordance with the amounts not in excess of
such limitation for such other Members with the balance of such Loss, if any,
allocated Pro Rata to all of the Members in accordance with their respective
Membership Interests.


                                       12
<PAGE>

         4.03 Tax Allocations.

         (a) Except as otherwise provided in this Agreement, for federal income
tax purposes, all items of Company income, gain, loss, deduction, basis, amount
realized and credit, and the character and source of such items, shall be
allocated among the Members in the same manner as the corresponding items of
income, gain, loss, deduction or credit are allocated to Capital Accounts in
accordance with Sections 4.02 or 4.04. The Company shall maintain such books,
records and accounts as are necessary to make such allocations.

         (b) The Company is authorized to make, for tax purposes only,
allocations of income, gain, loss or deduction or adopt conventions as are
necessary or appropriate to comply with the relevant Treasury Regulations or
Internal Revenue Service pronouncements under Section 704(c) of the Code, and in
particular, in respect of a Capital Contribution of property other than cash and
adjustments to the Book Value of Company assets at the times specified in the
definition of Book Value. Allocations will be made under methods selected by the
Company and in a manner consistent with Treasury Regulations 1.704-3 and in
conformity with Treasury Regulations 1.704-l(b)(2)(iv)(f) and 1.704-l(b)(4)(i).

         4.04 Regulatory Allocations.

         (a) Qualified Income Offset. If any Member receives an adjustment,
allocation or distribution described in Treasury Regulations Section
1.704-l(b)(2)(ii)(d)(4), (5) or (6) in any Fiscal Year or other period, and as a
result would, but for this Section 4.04(a), have a deficit balance in his
Capital Account as of the last day of such Fiscal Year or other period which is
in excess of the sum of (i) the amount (if any) such Member is obligated to
restore (whether under this Agreement or otherwise, and including for this
purpose, without limitation, such Member's exposure with respect to debt or
other obligations or liabilities of the Company) and (ii) the amount of such
Member's Membership Interest of Company Minimum Gain (including for this purpose
such Member's Membership Interest of Member Nonrecourse Debt Minimum Gain) as of
such last day, then items of income and gain of the Company (consisting of pro
rata portion of each item of Company income, including gross income and gain)
for such Fiscal Year or other period (and, if necessary, for subsequent Fiscal
Years of periods) shall be specially allocated to such Member in the amount and
in the proportions required to eliminate such excess as quickly as possible. For
purposes of this Section 4.04(a), a Member's Capital Account shall be computed
as of the last day of a Fiscal Year or other period in the manner provided in
Section 3.04 hereof, but shall be increased by any allocation of income to such
Member for such Fiscal Year or other period under Sections 4.04(b) and 4.04(c)
hereof.

                                       13
<PAGE>

         (b) Company Minimum Gain Chargeback. If there is a net decrease in
Company Minimum Gain during any Fiscal Year or other period, each Member shall
be allocated items of Company income and gain for such Fiscal Year or other
period (and, if necessary, for subsequent Fiscal Years or periods) in proportion
to, and to the extent of, an amount equal to such Member's Membership Interest
of the net decrease in Company Minimum Gain during such Fiscal Year or other
period, determined in accordance with Treasury Regulations Section 1.704-2(g).
The requirement set forth in the preceding sentence shall be subject to the
exceptions and limitations referred to in Treasury Regulations 1.704-2(f). This
Section 4.04(b) is intended to constitute a "minimum gain chargeback" provision
as described in Treasury Regulations 1.704-2(f) and shall be construed so as to
meet the requirements of such Treasury Regulation.

         (c) Member Nonrecourse Debt Minimum Gain Chargeback. If there is a net
decrease in Member Nonrecourse Debt Minimum Gain during any Fiscal Year or other
period, each Member shall be allocated items of Company income and gain for such
Fiscal Year or other period (and, if necessary, for subsequent Fiscal Years or
periods) in proportion to, and to the extent of, an amount equal to such
Member's Membership Interest of the net decrease in Member Nonrecourse Debt
Minimum Gain during such Fiscal Year or other period, determined in a manner
consistent with the provisions of Treasury Regulations Section ss.1.704(g)(2).
The requirement set forth in the preceding sentence shall be subject to the
exceptions and limitations referred to in Treasury Regulations 1.704(i)(4). This
Section 4.04(c) is intended to comply with the minimum gain chargeback
requirement contained in Treasury Regulations 1.704-2(i)(4), and shall be
construed so as to meet the requirements of said Treasury Regulation.

         (d) Member Nonrecourse Deductions. If one or more Members bear the
economic risk of loss (within the meaning of Section 1.752-2 of the Treasury
Regulations) with respect to any Member Nonrecourse Debt, Member Nonrecourse
Deductions attributable thereto shall be allocated among such Members in
accordance with the ratios in which such Members Membership Interest the
economic risk of loss for such Member Nonrecourse Debt.

                                       14
<PAGE>

         (e) Curative Allocations. The allocations set forth in Section 4.04(a)
through (d) above (the "Regulatory Allocations") are intended to comply with
certain requirements of Treasury Regulations 1.704-l(b) and 1.704-2. The
Regulatory Allocations may not be consistent with the manner in which the
Members intend to allocate Profit and Loss or make Company distributions.
Accordingly, notwithstanding the other provisions of this Article IV but subject
to the Regulatory Allocations, the Company is hereby directed to reallocate
items of income, gain, deduction and loss among the Members so as to eliminate
the effect of the Regulatory Allocations and thereby to cause the respective
Capital Accounts of the Members to be in the amounts (or as close thereto as
possible) they would have been if Profit and Loss (and such other items of
income, gain, deduction and loss) had been allocated without reference to the
Regulatory Allocations. In general, the Company anticipates that this will be
accomplished by specially allocating other Profit and Loss (and such other items
on income, gain, deduction and loss) among the Members so that the net amount of
the Regulatory Allocations and such special allocations to each such Member is
zero. The Company shall have discretion to accomplish this result in any
reasonable manner. In addition, if in any Fiscal Year or other period there is a
decrease in Company Minimum Gain, or in Member Nonrecourse Debt Minimum Gain,
and application of the minimum gain chargeback requirements contained in Section
4.04(b) or Section 4.04(c) would cause a distortion in the economic arrangement
among the Members, the Company may, if the Company does not expect that the
Company will have sufficient other income to correct such distortion, request
the Internal Revenue Service to waive either or both of such minimum gain
chargeback requirements. If such request is granted, this Agreement shall be
applied in such instance as if it did not contain such minimum gain chargeback
requirements. The Company shall make any allocation or adjustment under this
Section 4.04(e) only with the prior approval of the independent accountants for
the Company.

         4.05 Allocations in Event of Assignment; Prorations.

         (a) Subject in all cases to applicable law, if there is an assignment
of all or any part of a Member's Company Interest, for purposes of allocations
of Profits and Losses and distributions of cash and property, the effective date
of the assignment as to the Company will be: (i) in the case of a voluntary
assignment under Article VIII, the effective date stated in the assignment
instrument or such other date as the assignor and assignee agree, but not
earlier than the date the Company receives notification of the assignment; or
(ii) in the case of an involuntary assignment, the date of the operative event.
Distributions of cash and property shall be allocated to the Person owning the
Company Interest at the time of the distribution.

         (b) In the event of the admission of an Additional Member, the
termination of a Member's interest in the Company, or a change in the number of
Membership Interests held by a Member, at any time other than the end of a
Company Fiscal Year, the Additional Member's or remaining Members' Membership
Interest of the Company's Profits and Losses shall be allocated between the new
Member and the other Members, or the remaining Members, as the case may be, in
such manner as may be determined and elected by the Company, in its sole
discretion; provided, however, that the method so elected must conform to the
requirements of applicable Treasury Regulations. The Company is hereby expressly
authorized by all other Members to elect any method of allocation described in
the preceding sentence, and this provision (along with all other provisions of
this Agreement) shall be binding on all new Members.

                                       15
<PAGE>

                                   ARTICLE V

                                  DISTRIBUTIONS

         5.01 Timing and Priority of Distributions. Subject to Section 5.02, the
Company shall make distributions to the Members as often and in such amounts as
the Manager designated by MARLIN (with the approval of NCOP, which shall not be
unreasonably withheld), deems reasonably practicable after giving consideration
to all outstanding liabilities and contingencies of the Company, it being the
intent of the Members (subject to Section 5.02 and such liabilities and
contingencies) for the Company to distribute as much cash as is reasonably
practicable to the Members as often as reasonably practicable. All distributions
other than liquidating distributions pursuant to Article IX shall be made to the
Members pro rata in accordance with their Membership Interests.

         5.02 Limitation on Cash Distributions to Members. The Company shall not
make any distribution to any Member if, after such distribution is made, the
Company's total liabilities exceeds the fair value of its assets. The Company
will use all reasonable efforts to distribute to Members cash in amounts
sufficient so that Members can satisfy their income tax obligations, but the
Company cannot guarantee that such distributions will always be made or that the
amount of such distributions will be adequate to cover the Members' income tax
obligations.

         5.03 Property Distributions. The Board may in its discretion distribute
property other than cash, and such property shall be distributed in accordance
with Section 5.01 as if such property were sold for cash. The distribution to a
particular Member of property other than cash may exceed that Member's
percentage Membership Interest of the property (determined as if the property
were sold for cash and the cash distributed to the Members) only if approved by
all of the Members.

         5.04 Payments to Tax Authorities. Notwithstanding anything to the
contrary in this Agreement, the Company shall withhold and pay over to tax
authorities amounts with respect to any allocation, payment or distribution to
the Company or the Members required in accordance with the Code (including, but
not limited to, Section 1446 of the Code) or any provision of any state, local
or foreign law. Any amounts withheld and paid to a tax authority on behalf of a
Member in accordance with this Section 5.04 shall be treated for all purposes of
this Agreement as amounts distributed to that Member. The Company is expressly
authorized to withhold from payments and distributions or with respect to
allocations to the Members and pay over to any federal, state, local or foreign
government any amounts required to be withheld in accordance with applicable
law.

                                       16
<PAGE>

                                   ARTICLE VI

                       MANAGEMENT; VOTING; INDEMNIFICATION

         6.01 Limitation on Management Power. A Member shall have no right to
act for or bind the Company merely by virtue of being a Member. In accordance
with Delaware Code Section 18-407 of the Act, the Members shall, and hereby,
delegate their rights to manage the affairs of the Company to a Board of
Managers which may also appoint officers of the Company. The Board is hereby
granted the right, power and authority to do on behalf of the Company all things
which are necessary or appropriate to manage the Company's affairs and fulfill
the purposes of the Company, including delegating and re-delegating their
management powers to officers, employees, agents or other representatives of the
Company. Any and all persons dealing with the Company shall have the right to
rely upon the actions of the Board to bind the Company. Each subsidiary of the
Company shall have a limited liability company agreement which includes a
provision like this Section 6.01. No Member shall seek to have the Company
dissolved in the event the Board of Managers is deadlocked. No officer shall
take any action on behalf of the Company unless the Manager(s) which had
authority to approve such action have approved such action. In the event that an
event of default shall occur under the Credit Agreement, no Member (nor any of
its affiliates) shall acquire assets of the Company without the prior written
consent of all Members.

         6.02 Management Power of Directors and Officers.

         (a) The Board shall consist of two Managers, one of whom shall be
selected by Marlin and one of whom shall be selected by NCOP from time to time.
Each Manager shall serve until the Person selecting such Manager shall replace
such Manager. The initial Managers are Warren W. Dedrick (selected by MARLIN)
and Michael Barrist (selected by NCOP). Except as otherwise expressly provided
in this Section 6.02, all acts of the Company and its subsidiaries shall require
the unanimous approval of all Managers of the Company. Each subsidiary shall
have a Board of Managers, the composition of which will at all times be
identical to the Board of Managers of the Company. Without limiting the
generality of the foregoing, neither the Company nor any of its subsidiaries
shall acquire any consumer obligations, or incur any indebtedness for borrowed
money without the prior consent of all Managers. Notwithstanding the foregoing,
the Manager selected by MARLIN is hereby irrevocably authorized, directed and
empowered, without the consent of any other Manager or any Member, to determine,
in such Manager's sole and absolute discretion, the price and terms upon which
the Company and/or any of its subsidiaries will negotiate, bid upon and (subject
to the following proviso) acquire consumer obligations; provided, however, that
no such actual bidding and/or acquisition shall be made without the prior
consent of all Managers. Notwithstanding the foregoing, the Manager selected by
MARLIN is hereby irrevocably authorized, directed and empowered, without the
consent of any other Manager or any Member, to determine, in such Manager's sole
and absolute discretion, whether a servicing agreement between the Company or
any of its subsidiaries and an affiliate of NCOP (including NCO Financial
Systems, Inc.) has been materially breached, and, if so, matters relating to how
rights and remedies should be pursued or enforced (including, but not limited
to, bringing and settling actions) in connection therewith. Subject to the terms
of the Credit Agreement, in the event that any such servicing agreement is
terminated or expires, then the Manager designated by MARLIN shall submit the
names of three servicers who are not Affiliates of either Member and the Manager
selected by NCOP shall select which of such servicers shall become the
replacement servicer. The Manager selected by MARLIN shall have the power and
authority on behalf of the Company and its subsidiaries to negotiate and enter
into such replacement servicing agreement, all after consultation with the other
Manager. Each subsidiary of the Company shall have the corporate governance
provisions like those set forth in this Section 6.02. The Company shall not form
or acquire any subsidiary without the prior written consent of all Members, and
the terms of the limited liability company agreement and certificate of
formation of each subsidiary shall be approved by all Members.

                                       17
<PAGE>

         (b) The Board may select officers of the Company to carry out the
day-to-day activities of the Company. These officers, which may include a CEO, a
President, one or more Vice Presidents, a Secretary, a Treasurer or other
officers designated by the Board, shall have the authority to bind the Company
in a manner comparable to officers of a corporation. The Manager selected by
NCOP shall serve as the CEO and Secretary and the Manager selected by MARLIN
shall serve as the President and Secretary.

         6.03 Designation of Tax Matters Member.

         (a) The Initial Member shall act as the initial Tax Matters Member of
the Company, as provided in Treasury Regulations pursuant to section 6231 of the
Code with respect to a tax matters partner. Each Member hereby approves of such
designation and agrees to execute, certify, acknowledge, deliver, swear to,
file, and record at the appropriate public offices such documents as may be
deemed necessary or appropriate to evidence such approval, including statements
required to be filed with the tax returns of the Company in order to effect the
foregoing election and designation of the initial Tax Matters Member.
Notwithstanding anything to the contrary set forth herein, the Tax Matters
Member shall not take any action in its capacity as such without the prior
written consent of each Member, which shall not be unreasonably withheld.

         (b) To the extent and in the manner provided by applicable Code
sections and Treasury Regulations thereunder, the Tax Matters Member shall
furnish the name, address, profits interest, and taxpayer identification number
of each Member (or assignee) or each indirect Member (as defined in Section
6231(a)(10) of the Code) to the IRS. The Tax Matters Member shall have the
duties and authority accorded to a tax matters partner in Sections 6221 through
6234 of the Code and the Treasury Regulations thereunder in the event of an
administrative or judicial proceeding relating to the adjustment of Company
items required to be taken into account by a Member or indirect Member for
United States federal income tax purposes.

         6.04 Tax Matters Member Indemnification. Notwithstanding any other
provision of this Agreement, the Company shall indemnify and reimburse, to the
full extent provided by law, the Tax Matters Member for all expenses, including
legal and accounting fees (as such fees are incurred), claims, liabilities,
losses, and damages incurred in connection with any tax audit or judicial review
proceeding with respect to the tax liability of the Members, the payment of all
such expenses to be made before any cash distributions are made to the Members.
No Member shall be obligated to provide funds for such purpose.



                                       18
<PAGE>

         6.05 Indemnification of the Board, and Officers by the Company.

         (a) The Company shall indemnify and hold harmless the members of the
Board and officers of the Company, (each of the foregoing Persons referred to as
a "Covered Person") to the fullest extent permitted by law against losses,
judgments, liabilities, expenses and amounts incurred or paid, including
attorneys' fees, costs, judgments, amounts paid in settlement, fines, penalties
and other liabilities ("Losses"), by the Covered Person in connection with any
claim, action, suit or proceeding (collectively, "Claims") in which such Covered
Person becomes involved as a party or otherwise, or with which such Covered
Person shall be threatened, in connection with the conduct of the Business.
Expenses incurred by any Covered Person in connection with the preparation and
presentation of a defense or response to any Claims covered hereby shall be paid
by the Company on demand. The Company shall pay the amounts described herein to
the Covered Person (or to the parties making Claims against the Covered Person
in satisfaction of their Claims) within 10 days after written demand therefor is
delivered to the Company by the Covered Person.

         (b) Without limiting the foregoing paragraph (a), the indemnities by
the Company provided for therein shall apply with respect to all actions taken
by the Board and officers of the Company which they believe to be in the best
interest of the Company in accordance with the business judgment rule, other
than actions which constitute fraud, willful misconduct or breach of fiduciary
duty.

         6.06 Authority of the Members. A Member in his, her of its sole
capacity as such, shall take no part in the management or control of the
Company's business. A Person shall have no power to represent, act for, sign for
or bind the Company solely by virtue of having the status of a Member. The
Members hereby Consent to the exercise by the Board of the powers conferred on
them by law and this Agreement.

         6.07 [RESERVED]

         6.08 Indemnity for Wrongful Termination of Servicing Agreement. In the
event that the Manager selected by MARLIN elects to terminate a servicing
agreement (or exercise any other rights or remedies) between the Company or any
of its subsidiaries and an affiliate of NCOP without the consent of the Manager
selected by NCOP as a result of a material breach thereof by the servicer, and a
final non-appealable judgment is entered by a court of competent jurisdiction to
the effect that the Company or any of its subsidiaries did not have the right to
terminate such servicing agreement (or to exercise any other rights or remedies
so exercised), then MARLIN shall and (MARLIN shall cause its sole shareholder
to), jointly and severally, indemnify the servicer for all direct (but not
incidental, punitive, consequential, exemplary or similar) damages as a result
of such wrongful termination or exercise of rights and remedies.

                                       19
<PAGE>

                                  ARTICLE VII

            WITHDRAWAL OF MEMBERS; APPOINTMENT OF SUCCESSOR DIRECTORS

         7.01 Retirement of Member.

         (a) The Retirement of a Member shall not result in the dissolution or
liquidation of the Company. In the event of the Retirement of a Member, the
Business of the Company shall be continued under the Act and this Agreement.

         (b) In the case of an Involuntary Retirement of a Member, the legal
representative or successor of the Member shall succeed only to the rights,
subject to the limitations and obligations, such Member had under this
Agreement. The Company shall require that such legal representative or successor
execute a counterpart to this Agreement. Until such execution, such Person will
have no Company Rights. The provisions of this Section 7.01(b) apply
notwithstanding any contrary provision of this Agreement.

         7.02 The transferee or other successor to a Member in the case of a
Voluntary Retirement shall acquire no Company Rights. In the case of a Voluntary
Retirement of a Member, such Member shall not have Company Rights on or after
the event causing such Retirement.

                                  ARTICLE VIII

                     TRANSFERABILITY OF MEMBERSHIP INTERESTS



         8.01 Prohibition Against Transfers. Except for Permitted Transfers, no
Transfer of any Membership Interests, or any interest in any of such Membership
Interests, may be made by a Member to any Person, and any such attempted
transfer shall be void.

                                       20
<PAGE>

         8.02 Certain Agreements by Transferees. No Transfer of Membership
Interests shall be valid or permitted, nor shall any transferee of Membership
Interests by means of a Transfer have any rights hereunder, (i) unless permitted
hereby and (ii) until the transferee shall have executed and delivered to the
Company a counterpart of this Agreement or, if requested by the Company, a
separate agreement embodying with respect to such transferee the restrictions
contemplated by this Agreement. The failure or refusal of a transferee to
execute and deliver to the Company such a counterpart or agreement shall not
limit the applicability of this Agreement to the Membership Interests
transferred. The transferor and transferee of Membership Interests hereby
indemnify the Company for any loss or damages it may incur as a result of its
recognition or nonrecognition of a transfer of Membership Interests.

         8.03 Membership Interests Subject to this Agreement. In the event of
any Transfer pursuant to this Agreement, at any time and from time to time, the
transferee shall take such Membership Interests pursuant and subject to all of
the provisions, conditions and agreements set forth in this Agreement, and, as a
condition precedent to the Transfer of such Membership Interests to the
transferee, the transferee shall agree, for and on behalf of itself, its legal
representatives, and its transferees, successors and assigns, in writing, to be
bound by all such provisions, conditions and agreements. The foregoing sentence
shall also apply to all Membership Interests acquired by any Person directly
from the Company.

                                   ARTICLE IX

            DISSOLUTION, LIQUIDATION AND TERMINATION OF THE COMPANY;
                             INITIAL PUBLIC OFFERING

         9.01 Dissolution.

         (a) The Company shall be dissolved upon the happening of any of the
following events:

         (i)      The unanimous election by the Board to dissolve the Company
                  following the sale, distribution to the Members, or other
                  disposition at any one time of all or substantially all of the
                  assets of the Company; or

         (ii)     Termination required by operation of law or this Agreement.

         (b) Dissolution of the Company shall be effective on the day on which
the event occurs giving rise to the dissolution, but the Company shall not
terminate until the Certificate of the Company has been canceled and the
Business of the Company wound-up and assets of the Company distributed as
provided in Section 9.02.

                                       21
<PAGE>

         9.02 Liquidation.

         (a) Upon dissolution of the Company, the Board or a liquidating
trustee, if one is appointed, shall wind up the affairs of the Company and
liquidate all or any part of the assets of the Company. The Board or such
liquidating trustee shall determine the time, manner and terms of any sale or
other disposition of the Company's property for the purpose of obtaining, in its
opinion, fair value for such assets.

         (b) Profits and Losses arising from such sales upon liquidation shall
be allocated as provided in Article IV. In settling accounts after dissolution,
the assets of the Company shall be paid out in the following order:

         (i)      To creditors, whether by payment or by establishment of
                  reserves, in the order of priority as provided by law; and
                  then

         (ii)     Pro Rata to the Members, in accordance with the positive
                  Capital Account balance of such Members, until the positive
                  Capital Account balance of each such Member is reduced to
                  zero; and then

         (iii)    Pro Rata to the Members, in accordance with the number of
                  Membership Interests held.

         9.03 When the Board or liquidating trustee has complied with the
foregoing liquidation plan, the Members shall execute, acknowledge, and cause to
be filed an instrument evidencing the cancellation of the Certificate of the
Company.

                                   ARTICLE X

                                   AMENDMENTS

         10.01 Amendments Generally.

         (a) The Company shall make amendments to this Agreement to reflect the
addition or substitution of a Member, the admission of a successor Member by the
Company or the withdrawal of a Member in accordance with the terms of Article
VIII.

         (b) The Board shall, within a reasonable time after the adoption of any
amendment to this Agreement, make any filings or publications required or
desirable to reflect such amendment, including any required filing for
recordation of any certificate of the Company or other instrument or similar
document of the type contemplated hereby.

                                       22
<PAGE>

         10.02 Adoption of Amendments.

         (a) This Agreement may be amended from time-to-time with the unanimous
consent of (i) the Board and (ii) the Members.

         (b) On the adoption of any amendment to this Agreement, the amendment
shall be executed by the Board and all of the Members and, only if necessary
under applicable law, be recorded in the proper records of each jurisdiction in
which recordation is necessary for the Company to conduct business or to
preserve the limited liability of the Members.

         10.03 Amendments on Admission or Withdrawal of Members. If this
Agreement shall be amended to reflect the admission or substitution of a Member,
the amendment to this Agreement shall be adopted, executed and sworn to by all
Members and the Person to be substituted or added and the assigning Member. Any
such amendment may be executed by the Company on behalf of the Members, the
substituted or added Member.

         10.04 Amendment of Certificate. In the event this Agreement shall be
amended pursuant to this Article X, the Company shall amend the Certificate to
reflect such change if it deems such amendment to be necessary.

                                   ARTICLE XI

                              CONSENTS AND MEETINGS

         11.01 Method of Giving Consent. Any Consent of Members required by this
Agreement may be given as follows:

         (a) By a written Consent given by the consenting Member for which the
Consent is solicited, provided that such Consent shall not have been nullified
by either (i) Notification to the Company by the consenting Member at or prior
to the time of, or the negative vote by such consenting Member at, any meeting
held to consider the doing of such act or thing, or (ii) Notification to the
Company by the consenting Member prior to the doing of any act or thing the
doing of which is not subject to approval at such meeting; or

         (b) By the affirmative vote by the consenting Member to the doing of
the act or thing for which the Consent is solicited at any meeting called and
held pursuant to Section 11.02 to consider the doing of such act or thing.

                                       23
<PAGE>

         11.02 Meetings. Any matter requiring the Consent of all or any of the
Members pursuant to this Agreement may be considered at a meeting of the Members
held not less than five (5) business days after Notification thereof shall have
been given to all other Members by (i) Members with Company Rights, or (ii) the
any member of the Board. The Notification shall state the proposed action to be
taken. A written consent to such Notification constitutes the Consent of a
Member. Meetings may be held by telephone or other electronic means.

         11.03 Submissions to Members. The Board shall give all the Members
Notification of any proposal or other matter required by any provision of this
Agreement or by law to be submitted for the consideration and approval of the
Members. Such Notification shall include any information required by the
relevant provision of this Agreement or by law.

                                  ARTICLE XII

                         RECORDS AND ACCOUNTING; REPORTS

         12.01 Records and Accounting.

         (a) Proper and complete records and books of account of the Business of
the Company, including a list of the names and addresses and the number and
class of Membership Interests of all Members, shall be maintained by MARLIN and
NCOP at the Company's principal place of business, and each Member or his duly
authorized representative shall have access to them, upon reasonable notice and
for a proper purpose, at all reasonable times during business hours. Any Member,
or his duly authorized representatives, upon paying the costs of collection,
duplication and mailing, shall be entitled for any proper purpose to a copy of
the list of names and addresses of the Members and number of Membership
Interests held by the Members and other records or books specified in Delaware
Code ss. 18-305. Such information shall be used for Company purposes only.

         (b) The Company shall deliver to each Member a copy of all items
required to be delivered to CFSC at the same time such items are delivered to
CFSC. In the event that the Credit Agreement is terminated or is no longer in
effect, the Company will deliver to all Members all items that would have been
required to have been delivered to CFSC with respect to its financial condition
as if the Credit Agreement was still in effect.

         12.02 Tax Information. Within 90 days after the end of each calendar
year (or as soon thereafter as is reasonably practicable), the Company will
cause to be delivered to each Person who was a Member at any time during such
calendar year all information necessary for the preparation of such Member's
federal income tax returns, including a statement showing each Member's
Membership Interest of Profits or Losses, and the amount of any distribution
made to or for the account of such Member pursuant to this Agreement.

         12.03 Tax Elections. The Board may cause the Company to make all
elections required or permitted to be made by the Company under the Code and not
otherwise expressly provided for in this Agreement.

         12.04 RESERVED

                                       24
<PAGE>

                                  ARTICLE XIII

                                  MISCELLANEOUS

         13.01 Notification.

         (a) Any Notification to any Member or to the Company shall be at the
address of such Member set forth in Exhibit "A" hereto or such other mailing
address of which such Member shall advise the Company in writing and to the
principal office of the Company set forth in Section 1.03. Any Notification to
any Member, the Company or MARLIN shall also be sent to Carl D. Roston, Esq.,
Akerman Senterfitt, Suite 2700, 1 S.E. 3rd Avenue, Miami, Florida 33131. Any
notice to any Member, the Company or NCOP sent to Michael J. Barrist, President,
NCO Group, Inc., 515 Pennsylvania Avenue, Fort Washington, PA 19034, with a copy
to: Lawrence R. Wiseman, Blank Rome Comisky & McCauley LLP, One Logan Square,
Philadelphia, PA 19103-6998. The Board may change the location of the Company's
principal office upon notice thereof to the Members.

         (b) Any Notification shall be deemed to have been duly given if
personally delivered or sent pre-paid by a nationally recognized delivery
service for next business day delivery and will be deemed received the earlier
of when actually received or if sent by such overnight courier, the next
business day. Any party sending a Notification shall also attempt to send such
Notification by e-mail to the other party at the following addresses; provided,
however, that any failure of receipt shall not impact the validity of the
Notification: (i) If to MARLIN, to wd10313@aol.com and to croston@akerman.com
and to inovision1@aol.com and martin.germanis@crsoftwareinc.com and
Vlr001@aol.com; and (ii) if to NCOP mike.barrist@ncogroup.com and
josh.gindin@ncogroup.com and wiseman@blankrome.com.

         13.02 Governing Law; Separability of Provisions. It is the intention of
the parties that the internal laws of the State of Delaware and, in particular,
the provisions of the Act, as the same may be amended from time to time, shall
govern the validity of this Agreement, the construction of its terms and
interpretation of the rights and duties of the parties. If any provision of this
Agreement shall be held to be invalid, the remainder of this Agreement shall not
be affected thereby.

         13.03 Entire Agreement. This Agreement (including the Exhibits attached
hereto) and other documents contains the entire understanding of the Members in
respect of its subject matter and supersedes all prior agreements and
understandings (oral or written) between or among the Members with respect to
such subject matter. The Exhibits constitute a part hereof as though set forth
in full above.

                                       25
<PAGE>

         13.04 Amendment; Waiver. This Agreement may not be modified, amended,
supplemented, canceled or discharged, except as provided in this Agreement. No
failure to exercise, and no delay in exercising, any right, power or privilege
under this Agreement shall operate as a waiver, nor shall any single or partial
exercise of any right, power or privilege hereunder preclude the exercise of any
other right, power or privilege. No waiver of any breach of any provision shall
be deemed to be a waiver of any preceding or succeeding breach of the same or
any other provision, nor shall any waiver be implied from any course of dealing
between the parties. No extension of time for performance of any obligations or
other acts hereunder or under any other agreement shall be deemed to be an
extension of the time for performance of any other obligations or any other
acts. The rights and remedies of the parties under this Agreement are in
addition to all other rights and remedies, at law or equity, that they may have
against each other.

         13.05 Binding Effect; Assignment. The rights and obligations of this
Agreement shall bind and inure to the benefit of the parties and their
respective successors and assigns. Nothing expressed or implied herein shall be
construed to give any other person any legal or equitable rights hereunder.
Except as expressly provided herein, the rights and obligations of this
Agreement may not be assigned by any of the parties.

         13.06 Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be an original but all of which together shall
constitute one and the same instrument. This Agreement shall be effective when
executed by all of the Members identified in Exhibit "A" hereto.

         13.07 Interpretation. When a reference is made in this Agreement to an
article, section, paragraph, clause, schedule or exhibit, such reference shall
be deemed to be to this Agreement unless otherwise indicated. The headings
contained herein and on the schedules are for reference purposes only and shall
not affect in any way the meaning or interpretation of this Agreement or the
schedules. Time shall be of the essence in this Agreement. Any reference in this
Agreement to a specific number of Membership Interests shall be appropriately
adjusted to account for any subsequent splits, Membership Interest dividends,
reverse splits or other similar adjustment.

         13.08 Arm's Length Negotiations. Each Member herein expressly
represents and warrants to all other parties hereto that (a) before executing
this Agreement, said Member has fully informed itself of the terms, contents,
conditions and effects of this Agreement; (b) said Member has relied solely and
completely upon its own judgment and that of its independent legal, tax,
financial and business advisors in executing this Agreement; (c) said Member has
obtained the advice of counsel before executing this Agreement; (d) said Member
has acted voluntarily and of its own free will in executing this Agreement; (e)
said Member is not acting under duress, whether economic or physical, in
executing this Agreement; and (f) this Agreement is the result of arm's length
negotiations conducted by and among the Members and their respective counsel.


                                       26
<PAGE>



         IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.


                                 THE COMPANY:


                                        INOVISION-MEDCLR-NCOP-F, L.L.C.


                                        By:
                                            ------------------------------------
                                        Name:  Warren W. Dedrick
                                        Title: Manager


                                        By:
                                            ------------------------------------
                                        Name:  Michael Barrist
                                        Title: Manager




                                        MEMBERS:


                                        INOVISION-MEDCLR-NCOP-VENTUES, L.L.C.


                                        By:
                                            ------------------------------------
                                        Name: Warren W. Dedrick
                                        Title:  President and Manager


                                        By:
                                            ------------------------------------
                                        Name: Michael Barrist
                                        Title: CEO and Manager


                                       27
<PAGE>





                                   EXHIBIT "A"


                                 LIST OF MEMBERS

                               I. INITIAL MEMBERS




                                                                       Initial
                                                Initial Capital      Membership
                        Member                    Contribution        Interests
-----------------------------------------       ---------------      ----------

 InoVision-Medclr-NCOP Ventures,L.L.C.                $100               100
 Address:
 333 Glen Street, Suite 200
 Glen Falls, NY  12801
 Attn: Warren W. Dedrick
       URGENT AND TIME SENSITIVE;
       PERSONAL AND CONFIDENTIAL;
       OPEN IMMEDIATELY




                                       28


</TEXT>
</DOCUMENT>
