<PAGE>
EXHIBIT 2.4
NCO GUARANTEE
This NCO Guarantee (this "Guarantee") is entered into as of July
6,
2005, by NCO Group, Inc., a Pennsylvania
corporation (the "Guarantor"), in favor
of and for the benefit of Risk Management
Alternatives Parent Corp., a Delaware
corporation ("Parent"), and the
Subsidiaries, as defined in Annex A hereto.
Parent and the Subsidiaries are referred to
herein collectively as the
"Beneficiary".
WHEREAS, the Guarantor owns indirectly 100% of the issued and
outstanding membership interests of NCOP
Capital Resource, LLC, a Nevada limited
liability company (the "Obligor"); and
WHEREAS, the Guarantor is entering into this Guarantee to
induce the Beneficiary to enter into, and
to consummate the transactions
contemplated by, the Purchase Agreement,
dated as of the date hereof, by and
among the Obligor and the Beneficiary (the
"Purchase Agreement"), and the
agreements identified in the Purchase
Agreement and being entered into in
connection therewith (together with the
Purchase Agreement, the "Agreements").
NOW, THEREFORE, in consideration of the benefits expected to be
derived
from the consummation of the transactions
set forth in the Agreements, and
intending to be legally bound, Guarantor
agrees as follows:
1. In order to induce the Beneficiary to enter into the
Agreements, and in consideration of it and
other good and valuable
consideration, the Guarantor hereby
irrevocably and unconditionally guarantees,
as a primary obligor and not merely as a
surety, the due, punctual and complete
payment and performance when due of all
obligations, covenants and duties of the
Obligor to the Beneficiary pursuant to the
Agreements (each an "Obligation,"
and, collectively, the "Obligations"). This
Guarantee is a guaranty of payment,
performance and compliance and not just of
collectibility and is in no way
conditioned or contingent upon any attempt
to collect from or enforce
performance or compliance by Obligor.
2. If any Obligation shall not be paid or performed when due,
Guarantor shall become liable to the
Beneficiary for such Obligation, and the
Guarantor will forthwith pay or cause to be
paid such Obligation or perform or
comply with such Obligation or cause the
Obligation to be performed or complied
with, as the case may be. No provision
hereof shall in any manner restrict the
rights and remedies of the Beneficiary or
Obligor under the Agreements.
3. Notwithstanding anything contained herein to the contrary,
without limiting the Guarantor's own
defenses and rights hereunder, the
Guarantor specifically reserves to itself
all contractual defenses the Obligor
is or may be entitled to under, and subject
to the terms and conditions of, the
Agreements, except for any defenses arising
out of bankruptcy, insolvency,
dissolution or liquidation of the Obligor,
lack of power or authority of the
Obligor to enter into any Agreement or to
perform its obligations thereunder or
<PAGE>
the lack of validity or enforceability of
the Obligor's obligations under any
Agreement or the transactions contemplated
thereby. This Guarantee shall not be
construed as imposing on the Guarantor any
obligation to the extent excused or
waived by the Beneficiary in writing or
discharged by the full and prompt
payment or performance by the Obligor.
4. This Guarantee shall not be subject to any counterclaim,
set-off, deduction or defense based upon
any claim that Guarantor or any other
Person may have against Obligor or any
other Person, and to the full extent
permitted by applicable law shall remain in
full force and effect without regard
to, and shall not be released, discharged
or in any way affected by: (a) any
inaction under or in respect of any
Agreement or any of the Obligations; or (b)
any failure, omission or delay on the part
of the Beneficiary to enforce, assert
or exercise any right, power or remedy
conferred in this Guarantee, or any such
failure, omission or delay on the part of
such Person in connection with any
Agreement.
5. The Guarantor unconditionally waives, to the extent
permitted by applicable law, (a) notice of
any the matters referred to in
Section 4 above, (b) notice of the
incurrence of any of the Obligations, (c)
notice of presentment to or demand of
payment with respect to any amounts due
under any Agreement or protest for
nonpayment or dishonor, (d) any requirement
to exhaust any remedies, and (e) joinder of
Obligor in any suit, action or other
proceeding to enforce this Guarantee.
6. This Guarantee shall continue to be effective or be
automatically reinstated, as the case may
be, if at any time payment of any of
the Obligations is rescinded or must
otherwise be restored or returned, in whole
or in part, upon the insolvency,
bankruptcy, dissolution, liquidation or
reorganization of Obligor or any other
Person, or upon or as a result of the
appointment of a custodian, receiver,
trustee or other officer with similar
powers with respect to Obligor or any other
Person or any substantial part of
its property, or otherwise, all as though
such payment had not been made. If in
the event that the Beneficiary has
exercised its right or undertaken to exercise
its right, to demand payment under any
Agreement, and such demand shall at such
time be prevented by reason of the pendency
against Obligor or any other Person
of a case or proceeding under a bankruptcy
or insolvency law, the Guarantor
agrees that, for purposes of this Guarantee
and its obligations hereunder,
demand of payment of the Obligations shall
be deemed to have been made with the
same effect as if the Beneficiary had made
demand in accordance with the terms
of such Agreement and the Guarantor shall
forthwith pay the amounts guaranteed
hereunder without further notice or
demand.
7. This Guarantee and all guaranties, covenants and agreements
of the Guarantor contained herein shall
continue in full force and effect and
shall not be discharged until such time as
all of the Obligations shall be paid
and performed in full (or waived in writing
by the Beneficiary) and all of the
agreements of the Guarantor hereunder shall
be duly paid and performed in full
(or waived in writing by the
Beneficiary).
8. The Guarantor represents and warrants as follows: (i) the
Guarantor is a Pennsylvania corporation,
duly incorporated and validly
subsisting under the laws of Pennsylvania;
(ii) the execution, delivery and
performance by the Guarantor of this
Guarantee are within the Guarantor's
corporate powers; (iii) the Guarantor's
obligations under this Guarantee have
been duly authorize
