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         THE NUMBER OF SHARES AND EXERCISE PRICE REFERRED TO IN THIS WARRANT
         CERTIFICATE ARE THOSE IN EFFECT SUBSEQUENT TO THE COMPANY'S
         ONE-FOR-FIVE REVERSE STOCK SPLIT EFFECTIVE AS OF SEPTEMBER 23, 1996.

         THIS WARRANT AND THE SECURITIES WHICH MAY BE ISSUED UPON EXERCISE OF
         THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
         AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS, BY REASON OF
         SPECIFIC EXEMPTIONS THEREUNDER, AND CANNOT BE SOLD, TRANSFERRED OR
         OTHERWISE DISPOSED OF TO ANY PERSON OR ENTITY UNLESS SUBSEQUENTLY
         REGISTERED THEREUNDER OR UNLESS APPLICABLE EXEMPTIONS THEREFROM ARE
         AVAILABLE.


                                     WARRANT


                       FOR THE PURCHASE OF FIFTY THOUSAND
                   (50,000) SHARES OF COMMON STOCK, PAR VALUE
                   $0.01 PER SHARE (CUSIP NO. 317630 30 9), OF
                        FINANCIAL PERFORMANCE CORPORATION

              Incorporated under the laws of the State of New York

                          VOID AFTER NOVEMBER 30, 1999

This is to certify that, for value received, Duncan G. Burke, or his assigns
(the "Warrant Holder"), is entitled to purchase at any time during the period
commencing as of December 29, 1997 and ending on or before November 30,1999
("Exercise Period"), fifty thousand (50,000) shares of the Common Stock, par
value $0.01 per share (CUSIP No. 317630 30 9), of Financial Performance
Corporation (the "Corporation") from the Corporation at a purchase price of
fifty cents ($0.50) per share, and to receive a certificate or certificates for
the shares of Common Stock purchased upon presentation and surrender to the
Corporation at the office of the Corporation or at the offices of Corporation's
warrant agent, if any, or its successor as warrant agent, of this Warrant with
the exercise form annexed hereto as Exhibit "1" duly completed and executed, and
accompanied by payment of the purchase price of each share purchased either in
cash or by certified or bank cashier's check payable to the direct order of the
Corporation.

This Warrant may be exercised at any time and from time to time during the
Exercise Period by the registered owner or owners hereof in whole, or in part,
for not less than one (1) full share of Common Stock of the Corporation. If this
Warrant is exercised at any time for less than the maximum number of shares of
Common Stock purchasable upon the exercise hereof, the Corporation shall issue
to the registered owner or owners of this Warrant a new warrant of like tenor
and date representing the number of shares of Common Stock equal to the
difference between the number of shares purchasable upon full exercise of this
Warrant and the number of shares that were purchased upon exercise
<PAGE>   2
of this Warrant. No fractional shares of Common Stock will be issued upon the
exercise of rights to purchase hereunder.

The Corporation covenants and agrees that all shares that may be issued upon
exercise of this Warrant shall, upon issuance, be duly and validly issued, fully
paid and non-assessable, and free of all taxes, liens and charges with respect
to the purchase and the issuance of the shares.

The aggregate number of shares of Common Stock of the Corporation that the
Warrant Holder is entitled to receive upon exercise of this Warrant is fifty
thousand (50,000) shares. The Corporation shall at all times reserve from its
authorized and unissued Common Stock and hold available a sufficient number of
shares of Common Stock to cover the number of shares issuable upon exercise of
this Warrant.

This Warrant is assignable and transferable by delivery, in whole or in part, to
an "Accredited Investor" (as such term is defined in the Securities Act of 1933,
as amended, and the Rules promulgated thereunder), in accordance with the
provisions of the Warrant Agreement referred to below. This Warrant is
transferable in whole or in part on the books of the Corporation by the record
holder hereof in person or by duly authorized attorney upon surrender hereof,
properly endorsed, at the office of the Corporation, or at the office of the
Corporation's warrant agent, if any, in the City of New York and State of New
York, accompanied by a form substantially in the form of the assignment form
annexed hereto as Exhibit "2" duly completed and executed. Every holder of this
Warrant, by taking and holding the same, consents and agrees that title to this
Warrant (together with all rights represented hereby) is assignable and
transferable with the same effect as in the case of a negotiable instrument if
endorsed to a specified person and delivery is made to such person, and that if
endorsed in blank the holder hereof may be treated by the Corporation and all
other persons dealing with this Warrant as the absolute owner hereof for any
purpose, and as the person entitled to exercise this Warrant or to the transfer
thereof on said books, but until such transfer on such books, the Corporation
may treat the record holder as the owner hereof for the purpose of determining
the person entitled to any rights or any notice pursuant to the terms hereof or
for any other purpose.

This Warrant is issued under and in accordance with that certain Warrant
Agreement dated as of September 16, 1996 and is subject to the terms and
provisions contained therein, as to all of which terms and conditions the
Corporation and the Warrant Holder are bound. Copies of the Warrant Agreement
are on file at the office of the Corporation.

This Warrant will be void unless exercised by 5:00 P.M. Eastern Standard Time on
November 30,1999. If such date shall in the State of New York be a holiday or a
day on which banks are authorized to close, then the Warrant may be exercised on
the next following day which in the State of New York is not a holiday or a day
on which banks are authorized to close.

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<PAGE>   3
This Warrant may not be redeemed by the Corporation at any time.

In witness whereof, the Corporation has caused this Warrant to be duly executed,
by two of its officers duly authorized, as of the 29th day of December, 1997.

                                              Financial Performance Corporation


                                              By:/s/___________________________
                                                    William F. Finley
                                              Its: President


                                              By:/s/___________________________
                                                    Richard Levy
                                              Its: Secretary



Exhibit 1 - Warrant Exercise Form
Exhibit 2 - Warrant Transfer or Assignment Form

                                        3
<PAGE>   4
                                   EXHIBIT "1"

                                  EXERCISE FORM


The undersigned hereby: (1) subscribes for and offers to purchase ___________
shares of Common Stock of Financial Performance Corporation, par value $0.01 per
share (CUSIP No. 317630 30 9), pursuant to the Warrant to which this exhibit is
attached; (2) encloses payment of $________________ for these shares at a price
of fifty cents ($0.50) per share; and (3) requests that a certificate for the
shares be issued in the name of the undersigned or such other name as may be
designated in writing by the undersigned and delivered to the undersigned at the
address specified below.


Date: _____________________


                                         (Please sign exactly as your
                                         name appears on the Warrant)

                                         ______________________________________

                                         ______________________________________

                                         ______________________________________
                                         (Address of warrant holder)

                                         Warrant holder's social security number
                                         ______________________________________

                                        4
<PAGE>   5
                                   EXHIBIT "2"

                           TRANSFER OR ASSIGNMENT FORM


              To be Completed and Executed by the Registered Owner
                     in Order to Transfer or Assign Warrants

FOR VALUE RECEIVED, ________________________________ hereby sells, assigns
and transfers unto

         Name: _____________________________________________
         Address: __________________________________________
         Social Security No.:_______________________________


this Warrant and hereby irrevocably appoints ___________________________________
attorney with full power of substitution to transfer this Warrant Certificate on
the books of Financial Performance Corporation.



Date: ______________, _____                 x_________________________________

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