FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER

Exhibit 2.3

FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER

THIS FIRST AMENDMENT TO THAT CERTAIN AGREEMENT AND PLAN OF MERGER (this “Amendment”) is made and entered into as of January 22, 2004, by and among NCO GROUP, INC., a Pennsylvania corporation (the “Parent”), NCOG ACQUISITION CORPORATION, a Pennsylvania corporation and a wholly-owned subsidiary of the Parent (the “Purchaser”), and RMH TELESERVICES, INC., a Pennsylvania corporation (the “Company”).

WITNESSETH:

WHEREAS, Parent, Purchaser and the Company are parties to that certain Agreement and Plan of Merger dated as of November 17, 2003, and as the same is amended hereby and may be further amended, modified or supplemented from time to time (the “Merger Agreement”);

WHEREAS, the Company and the Parent desire to amend the Merger Agreement herein as follows;

NOW, THEREFORE, in consideration of the agreements and provisions herein contained, the parties hereto do hereby agree as follows:

Section 1.    Definitions.    Any capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Merger Agreement.

Section 2.    Amendment to Merger Agreement.    The Merger Agreement is hereby amended, effective as of the date hereof, as follows:

2.1    Company Common Stock.    (a)  Each share (a “Share”) of common stock, no par value per share (the “Common Stock”), of the Company issued and outstanding immediately prior to the Effective Time (except for Shares then owned beneficially or of record by the Company, the Parent, the Purchaser or any of the other Parent Subsidiaries or the Company Subsidiaries), shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into the right to receive that number of fully paid and non-assessable shares of the common stock, no par value per share, of the Parent (“Parent Common Stock”), as determined as set forth in this Section 2.1(a) (hereinafter the “Exchange Ratio”). The Exchange Ratio shall be fixed at 0.2150 of a share of Parent Common Stock (such fractional share, the “Merger Consideration”) so long as the Parent Common Stock Value is between $18.75 and $26.75 inclusive. Notwithstanding anything to the contrary contained herein, if the Parent Common Stock Value is less than $18.75, Parent may elect, at its sole option, (I) to adjust the Exchange

Ratio to an amount equal to $4.00 divided by the Parent Common Stock Value, or (ii) to have the Exchange Ratio remain at 0.2150, and if the Parent Common Stock Value is more than $26.75, the Exchange Ratio shall automatically adjust to an amount equal to $5.75 divided by the Parent Common Stock Value.

3.14    Opinion of Financial Advisor.    The Board of Directors of the Company has received an opinion of Broadview International, LLC, dated January 20, 2004, that the Exchange Ratio is fair, from a financial point of view, to the holders of the Shares.

3.24    Amendment to Loan and Security Agreement.    The Company hereby represents and warrants to the Parent and Purchaser that on January 15, 2004, the Company and Wells Fargo Foothill, Inc. (“Lender”) entered into an Eighth Amendment to, and Waiver and Consent Under, Loan and Security Agreement (“Eighth Amendment”) pursuant to which, among other things, the Lender waived all of the Company’s outstanding defaults under the Loan and Security Agreement between the Company and the Lender. As of the date hereof, after giving effect to the Eighth Amendment, no default or event of default exists and is continuing under the Loan and Security Agreement between the Company and the Lender.

The Company had all requisite corporate power and authority to execute and deliver the Eighth Amendment and to consummate the transactions contemplated thereby. The execution and delivery of the Eighth Amendment and the consummation of the transactions contemplated thereby were duly and validly authorized and approved by the Company’s Board of Directors. The Eighth Amendment was duly and validly executed and delivered by the Company, and the Eighth Amendment constitutes a valid and binding agreement of the Company, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and similar laws of general application relating to or affecting the rights and remedies of creditors, and the application of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

3.25    Disclosure of Issues Raised by Deloitte and Touche.    The Company has disclosed to Parent and/or Purchaser any and all issues raised by or discussed with Deloitte & Touche (“D&T”) in connection with (i) D&T’s audit of the Company for the fiscal year ended September 30, 2003 or (ii) any period of time subsequent to the fiscal year ended September 30, 2003.

Material Adverse Effect: an event, occurrence, violation, inaccuracy, circumstance or other matter will be deemed to have a “Material Adverse Effect” on the entity or an entity subsidiaries if such event, occurrence, violation, inaccuracy, circumstance or other matter (considered alone or together with any other matter or matters) had or could reasonably be expected to have a material adverse effect on (i) the business, condition (financial or otherwise),

capitalization, assets, liabilities, operations, revenues, results of operations, cash flows, financial performance or prospects of the entity or any entity subsidiary, or (ii) the ability of an entity to consummate the Merger or any of the other transactions contemplated by the Merger Agreement or to perform any of its obligations under the Merger Agreement; provided, however, that in determining whether there has been a Material Adverse Effect, (a) any adverse effects directly resulting from or directly attributable to general economic conditions or general conditions in the industry in which the entity and entity subsidiaries do business which conditions do not affect the entity and any entity subsidiaries in a materially disproportionate manner; (b) any change in the market price or trading volume of the Company’s stock after the date hereof; (c) any adverse change, effect, event, occurrence, state of facts or development resulting from or relating to compliance with the terms of, or the taking of any action required by, this Agreement; (d) with respect to the Company only, the taking of any action by the Parent or any of the Parent’s Subsidiaries, or the taking of any action approved or consented to by the Parent or Purchaser, or (e) such facts, as to which the executive officers of NCO have actual knowledge as of the date of this Amendment, shall be disregarded.

Section 3.    Supplement to Company Disclosure Letter.

Section 4.    General Confirmations.

Merger Agreement shall be deemed amended hereby to the extent necessary, if any, to give effect to the provisions of this Amendment and all of terms and provisions of this Amendment are hereby incorporated by reference into the Merger Agreement as if such terms and provisions were set forth in full therein, as applicable.

IN WITNESS WHEREOF, the Parent, the Purchaser and the Company have caused this Amendment to be signed by their respective duly authorized officers as of the date first above written.