<PAGE>



                                    - FORM -

                             SUBSCRIPTION AGREEMENT

                        FINANCIAL PERFORMANCE CORPORATION


      Re:   Subscription Agreement for _____ 
            ______ Shares of Common Stock,
            par value $0.05 per share 

      A. The undersigned hereby subscribes for and agrees to purchase 
________ shares of Common Stock, par value $0.05 per share, (the "Shares" or 
the "Securities") set forth above, of Financial Performance Corporation, a 
corporation organized and existing under the laws of the State of New York 
(the "Company"). The undersigned agrees to pay the Company 
_____________________ Dollars ($__________) per Share for each Share 
purchased. The undersigned herewith tenders to the Company the entire amount 
of such purchase price in the aggregate amount of __________________ 
_______________ ($______________) Dollars, by wire transfer or by certified 
or official bank check made payable to the direct order of "Financial 
Performance Corporation."

      B. The undersigned acknowledges that the Shares are not registered 
under the Securities Act of 1933, as amended (the "Securities Act"), or the 
securities laws of any state and, absent an exemption, would require 
registration for resale. The Units are being offered for sale in reliance 
upon exemptions from registration contained in the Securities Act and 
applicable state laws, and the Company's reliance upon such exemptions is 
based in part upon the undersigned's representations and warranties contained 
in this Subscription Agreement.

      C. In order to induce the Company to accept this Subscription Agreement,
the undersigned represents and warrants to the Company and its employees,
agents, attorneys and representatives, as follows:

          (1) The undersigned understands that (i) the Company makes no
representation that the proceeds from the sale of Shares will be sufficient for
working capital for any particular period, (ii) this Subscription Agreement may
be accepted or rejected in whole or in part in the sole and absolute discretion
of the Company and (iii) this Subscription Agreement, unless properly revoked
before closing of a sale of the Shares to the undersigned, shall survive the
undersigned's death, disability or insolvency, except that the undersigned shall
have no obligations hereunder in the
<PAGE>

event that it is rejected by the Company.

          (2) The undersigned has read carefully this Subscription Agreement
and, to the extent believed necessary, has discussed the representations,
warranties and agreements which the undersigned makes by signing it, and the
applicable limitations upon the undersigned's resale of the Securities, with
counsel.

          (3) The undersigned understands that no federal or state agency has
made any finding or determination regarding the fairness of the offering of the
Securities, or any recommendation or endorsement of the Securities.

          (4) The undersigned is purchasing the Securities for the undersigned's
own account, with the intention of holding the Securities for investment, with
no present intention of dividing or allowing others to participate in this
investment or of reselling or otherwise participating, directly or indirectly,
in a distribution of the Securities; and shall not make any sale, transfer or
other disposition of the Securities without registration under the Securities
Act and any applicable securities laws of any state, unless an exemption from
registration is available under those laws.

          (5) The undersigned's overall commitment to investments which are not
readily marketable is not disproportionate to the undersigned's net worth, and
the undersigned's investment in the Securities will not exceed 10% of the
undersigned's net worth or cause such overall commitment to become excessive.

          (6) The undersigned, if an individual, has adequate means of providing
for his or her current needs and personal and family contingencies, and has no
need for liquidity in his or her investment in the Securities.

          (7) The undersigned is financially able to bear the economic risk of
this investment, including the ability to afford holding the Securities for an
indefinite period and to afford a complete loss of this investment.

          (8) The address shown under the undersigned's signature at the end of
this Subscription Agreement is the undersigned's principal residence, if he or
she is an individual, or its principal business address if a corporation or
other entity.

          (9) The undersigned has such knowledge and experience in financial and
business matters as to be capable of evaluating the


                                      2
<PAGE>

merits and risks of an investment in the Securities.

          (10) The undersigned has received and read and understands this
Subscription Agreement.

          (11) The undersigned has been given the opportunity to ask questions
of, and receive answers from, the Company concerning the terms and conditions of
the offering and to obtain additional information necessary to verify the
accuracy of the information the undersigned has received from the Company, or
such other information as the undersigned desired in order to evaluate the
investment; and the undersigned availed itself of such opportunity to the extent
considered appropriate in order to evaluate the merits and risks of the proposed
investment.

          (12) The undersigned has made an independent evaluation of the merits
of the investment and acknowledges the high risk nature of the investment.

          (13) The undersigned has accurately completed the Qualified Purchaser
Questionnaire provided herewith and has executed such Qualified Purchaser
Questionnaire and any applicable exhibits thereto.

          (14) The undersigned understands that: (i) the Company is a "reporting
company" under the Securities Exchange Act of 1934, as amended; (ii) the
provisions of Rule 144 promulgated under the Securities Act to permit resales of
the Securities are not available for at least two (2) years, and there can be no
assurance that the conditions necessary to permit routine sales of the
Securities under Rule 144 will be satisfied; and (iii) if Rule 144 is available,
routine sales made in reliance on its provisions can be made only in limited
amounts and in accordance with the terms and conditions of Rule 144. The
undersigned further understands that in connection with sales of Securities for
which Rule 144 is not available, compliance with some other registration
exemption or registration will be required. 

          (15) The undersigned understands that the Company has no obligation 
to register the Securities under the Securities Act or the securities laws of 
any state, except pursuant to the terms of the registration rights, if any, 
granted to the undersigned pursuant to this Subscription Agreement. 

                                      3
<PAGE>

The terms of such registration rights, if any, are set forth in Annex A to 
this Subscription Agreement, and are specifically incorporated herein by 
reference. 

          (16) (a) The undersigned understands that the Securities have not been
registered under the Securities Act, or any state securities laws in reliance on
exemptions for private offerings; the Securities cannot be resold or otherwise
disposed of unless they are subsequently registered under the Securities Act and
applicable state securities laws or an exemption from registration is available
and the certificate(s) representing the securities will bear the following
legend until (i) such Securities shall have been registered under the Securities
Act and properly disposed of in accordance with the related registration
statement; or (ii) in the opinion of counsel satisfactory to the Company and its
counsel such Securities may be sold without registration under the Securities
Act:

      THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933
      (THE "SECURITIES ACT") OR THE "BLUE SKY" OR SECURITIES LAWS OR ANY STATE
      AND MAY NOT BE OFFERED, SOLD, PLEDGED, HYPOTHECATED, ASSIGNED OR
      TRANSFERRED EXCEPT (i) PURSUANT TO A REGISTRATION STATEMENT UNDER THE
      SECURITIES ACT WHICH HAS BECOME EFFECTIVE AND IS CURRENT WITH RESPECT TO
      THESE SECURITIES, OR (ii) PURSUANT TO A SPECIFIC EXEMPTION FROM
      REGISTRATION UNDER THE SECURITIES ACT BUT ONLY UPON A HOLDER HEREOF FIRST
      HAVING OBTAINED THE WRITTEN OPINION OF COUNSEL SATISFACTORY TO THE
      CORPORATION AND ITS COUNSEL, THAT THE PROPOSED DISPOSITION IS CONSISTENT
      WITH ALL APPLICABLE PROVISIONS OF THE SECURITIES ACT, AS WELL AS ANY
      APPLICABLE "BLUE SKY" OR SIMILAR STATE SECURITIES LAW."

            (b) The undersigned understands that, in the absence of registration
by the Company of other Company securities, the Securities will not be, and the
undersigned will have no rights to require that the Securities be, registered
under the Securities


                                      4
<PAGE>

Act or any state securities laws, except pursuant to the terms of the
registration rights, if any, granted to the undersigned pursuant hereto;
there is currently no public market for the Securities, there is no assurance
that one will develop in the future and, if a market develops, there is no
assurance it will be sustained; the undersigned may have to hold the Securities
indefinitely and it may not be possible for the undersigned to liquidate its
investment in the Company; and the undersigned should not purchase any Units
unless it can afford a complete loss of its investment and bear the burden of
such loss for an indefinite period of time.

          (17) The undersigned, if an individual, is at least 21 years of age.

          (18) The undersigned understands the meaning and legal consequences of
the representations, warranties and acknowledgments contained in this
Subscription Agreement and in the Qualified Purchaser Questionnaire attached.

      D. The undersigned covenants to the Company as follows:

          (1) If, at any time prior to issuance of the Securities of the Company
to the undersigned, any representation or warranty of the undersigned contained
herein or in the Qualified Purchaser's Questionnaire shall no longer be true,
the undersigned promptly shall give written notice to the Company specifying
which representations and warranties are not true and the reason therefor,
whereupon the undersigned's subscription may be rejected or, if accepted, such
acceptance may be rescinded.

          (2) The undersigned hereby waives trial by jury in any action or
proceeding involving, directly or indirectly, any matter (whether sounding in
tort, contract, fraud or otherwise) in any way arising out of or in connection
with this Subscription Agreement or the undersigned's purchase of the
Securities.

      E. The undersigned and the Company agree as follows:

          (1) Notwithstanding the place where this Subscription Agreement may be
executed by any of the parties hereto, all of the terms and provisions hereof
shall be construed in accordance with and governed by the laws of the State of
New York, without giving effect to its conflict of law principles. Any dispute
which may arise out of or in connection with this Subscription Agreement shall
be adjudicated before a court located in New York City and the parties hereby
submit to the exclusive jurisdiction of the courts of the State of New York
located in New York, New York, and of the federal courts in the Southern
District of New York with


                                        5
<PAGE>


respect to any action or legal proceeding commenced by any party, and
irrevocably waive any objection they now or hereafter may have respecting the
venue of any such action or proceeding brought in such a court or respecting the
fact that such court is an inconvenient forum, relating to or arising out of
this Subscription Agreement or any acts or omissions relating to the sale of the
Securities, and the undersigned consents to the service of process in any such
action or legal proceeding by means of registered or certified mail, return
receipt requested, in care of the address set forth below or such other address
as the undersigned shall furnish in writing to the Company. In the event any
such action is brought, whether at law or in equity, then the prevailing party
shall be paid its reasonable attorney's fees, expenses and disbursements arising
out of such action.

          (2) Except as expressly provided herein, this Subscription Agreement
contains the entire agreement between the parties with respect to the
transactions contemplated hereunder, and may be amended only by a writing
executed by all of the parties hereto. This Subscription Agreement supersedes
any and all prior arrangements or understandings with respect thereto, whether
verbal or written. The terms and conditions of this Subscription Agreement shall
inure to the benefit of and be binding upon the parties and their respective
successors, heirs and assigns.

      F. The undersigned acknowledges that the undersigned understands the
meaning and legal consequences of the representations, warranties and
acknowledgments contained in this Subscription Agreement and in the Qualified
Purchaser Questionnaire, and the undersigned agrees to indemnify and hold
harmless the Company and its officers, directors, affiliates, "controlling
persons", agents, attorneys and representatives, from and against any and all
loss, damage, expense, claim, action, suit or proceeding (including the
reasonable fees and expenses of legal counsel) as incurred arising out of or in
any manner whatsoever connected with a breach of any representation or warranty
of the undersigned contained in this Subscription Agreement or in the Qualified
Purchaser Questionnaire. The undersigned acknowledges that such damage could be
substantial since (1) the Units are being offered without registration under the
Securities Act in reliance upon the exemption pursuant to Section 4(2) of the
Securities Act for transactions by an issuer not involving any public offering
and, in various states, pursuant to exemptions from registration, (2) the
availability of such exemptions is, in part, dependent upon the truthfulness and
accuracy of the representations made by the undersigned herein and in its
Qualified Purchaser Questionnaire and (3) the Company will rely on such
representations in accepting the undersigned's subscription.


                                        6
<PAGE>

      G. The undersigned hereby acknowledges the following specific information
concerning the Company and confirms the following:

(i) The undersigned has been furnished with and has had an opportunity to 
review copies of all Annual Reports (Form 10-KSB), Quarterly Reports (Form 
10-QSB), including all exhibits thereto and other materials filed in 
connection therewith and filed by the Company pursuant to Section 13 or 15(d) 
of the Securities Exchange Act of 1934, commencing with the Annual Report for 
the fiscal year ended September 30, 1993 and is familiar with all information 
and documentation disclosed therein and/or which may be reasonably inferred 
in and from said Reports and all exhibits thereto and other materials filed 
in connection therewith;

(ii) The Company's most recently filed Annual Report pursuant to Section 13 or
15(d) of the Securities Exchange Act of 1934 on Form 10-K, was for the Company's
fiscal year ended September 30, 1995, a copy of which has heretofore been
furnished to the undersigned;

(iii) The Company's most recently filed Quarterly Report pursuant to Section 13
or 15(d) of the Securities Exchange Act of 1934 on Form 10-QSB was for the
Company's fiscal quarter ended March 31, 1996, a copy of which has heretofore
been furnished to the undersigned; and


                                        7
<PAGE>










                                        8
<PAGE>

                     ALL SUBSCRIBERS MUST COMPLETE THIS PAGE


IN WITNESS WHEREOF, the undersigned has executed this Subscription Agreement on
this _____ day of _______________, 1995.

____________ X $__________ Per Unit Subscribed for = $___________



Manner in which Title is to be held (Please Check One):


1.    //    Individual                    6.    //    IRA

2.    //    Joint Tenants With            7.    //    Trust/Estate/Pension
            Right of Survivorship                     or Profit Sharing Plan
                                                      Date Opened:
                                                      ______________________

3.    //    Community Property            8.    //    As a Custodian for
                                                      ______________________
                                                      Under the Uniform Gift
                                                      to Minors Act of the
                                                      State of ____________

4.    //    Tenants in Common             9.    //    Married with Separate
                                                      Property

5.    //    Corporation/                  10.   //    Keogh
            Partnership

--------------------------------------------------------------------------------


         INDIVIDUAL SUBSCRIBERS MUST COMPLETE PAGE 8; SUBSCRIBERS WHICH
                       ARE ENTITIES MUST COMPLETE PAGE 9.



                                          _______________________________
                                          Name of Purchaser



                                          _______________________________
                                          Registered Representative
                                          (Broker)


                                        9
<PAGE>

                 EXECUTION BY SUBSCRIBER WHO IS A NATURAL PERSON



________________________________________________________________________________
                   Exact Name(s) in Which Title is to be Held


________________________________________________________________________________
                                  Signature(s)
(If Joint Tenant or Tenants in Common, both persons must sign and this page must
contain all information for both persons.)


________________________________________________________________________________
                             Name(s) (Please Print)


________________________________________________________________________________
                          Residence: Number and Street


________________________________________________________________________________
       City             State                 Zip Code


________________________________________________________________________________
                                Telephone Number


________________________________________________________________________________
                            Social Security Number(s)


      Accepted this ___ day of _____________, 199__, on behalf of the Company.

                                    Financial Performance Corporation


                                    By:________________________________
                                       William F. Finley, President and
                                        Chief Executive Officer


                                       10
<PAGE>

                   EXECUTION BY SUBSCRIBER WHICH IS AN ENTITY

                     (Corporation, Partnership, Trust, Etc.)



________________________________________________________________________________
Name of Entity (Please Print)


________________________________________________________________________________
Address of Principal Office of Entity


                                                BY:______________________


                                                TITLE:___________________

[seal]

Attest:______________________________
        (If Entity is a Corporation)


                                                _________________________
                                                Address


                                                _________________________
                                                Telephone Number


                                                _________________________
                                                Taxpayer Identification
                                                Number

         ACCEPTED, this ____ day of ______________, 199__, on behalf of the
Company.

                                    Financial Performance Corporation


                                    By:________________________________
                                       William F. Finley, President and
                                        Chief Executive Officer




                                       11

<PAGE> 

                         ANNEX A TO SUBSCRIPTION AGREEMENT
                                REGISTRATION RIGHTS


        A. REGISTRATION PROCEDURES.  The Company will immediately commence to
use its best efforts to effect the registration of any Registrable Securities
under the Securities Act as provided in Section A, the Company will:

        (i) prepare and promptly file with the Commission a registration
statement with respect to such Registrable Securities and use its best efforts
to cause such registration statement to become effective as promptly as
practicable;

        (ii) prepare and file with the Commission such amendments and 
supplements to such registration statement and the prospectus used in 
connection therewith as may be necessary to keep such registration statement 
effective and to comply with the provisions of the Securities Act with 
respect to the disposition of all Registrable Securities covered by such 
registration statement until the earlier of such time as all such Registrable 
Securities have been disposed of in accordance with the intended methods of 
Disposition by the Selling Stockholder set forth in such registration 
statement or the expiration of nine (9) months after such registration 
statement becomes effective;

        (iii) furnish to each Selling Stockholder, without charge, such number
of conformed copies of such registration statement and of each such amendment
and supplement thereto (in each case including all exhibits), such number of
copies of the prospectus included in such registration statement (including
each preliminary prospectus and any summary prospectus), in conformity with the
requirements of the Securities Act, such documents incorporated by reference in
such registration statement or prospectus, and such other documents as a
Selling Stockholder may reasonably request;

        (iv) use its best efforts to register or qualify all Registrable
Securities covered by such registration statement under the securities of "blue
sky" laws of such jurisdictions as a Selling Stockholder (or in an underwritten
offering, the managing underwriter) shall reasonably request, and do any and
all other acts and things which may be necessary or advisable to enable the
Selling Stockholder to consummate the disposition in such jurisdictions of his
Registrable Securities covered by such registration statement, except that the
Company shall not for any such purpose be required to qualify generally to do
business as a foreign corporation in any jurisdiction wherein it is not so
qualified, or to subject itself to taxation in any such jurisdiction, or to
consent to general service of process in any such jurisdiction;


        (v) furnish to the Selling Stockholder a signed counterpart, addressed
to the Selling Stockholder a signed counterpart, addressed to the Selling
Stockholder, of (A) an opinion of counsel for the Company, dated the effective
date of such registration statement, or, if such registration includes an
underwritten public offering, dated the date of the closing under the
underwriting agreement speaking both as of the effective date of the
registration statement and the date of the closing under the underwriting
agreement) and (B) a "cold comfort" letter dated

                                   12



<PAGE>
      


the effective date of such registration statement (and, if such registration
statement includes an underwritten public offering, dated the date of the
closing under the underwriting agreement) signed by the independent public
accountants who have certified the Company's financial statements included in
such registration statement, covering substantially the same matters with
respect of such registration statement (and the prospectus included therein),
and, in the case of such accountant's letter, with respect to events
subsequent to the date of such financial statements, as are customarily covered
in opinions of issuer's counsel and in accountants' letters delivered to
underwriters in underwritten public offerings of securities; and


        (vi) promptly notify the Selling Stockholder, at any time when a
prospectus related thereto is required to be delivered under the Securities
Act, if the happening of any event as a result of which the prospectus included
in such registration statement, as then in effect, includes an untrue statement
of a material fact or omits to state any material fact required to be stated
therein or necessary to make the statement therein not misleading in light of
the circumstances then existing, and at the request of such Selling Stockholder
prepare and furnish a reasonable number of copies of a supplement to or an
amendment of such prospectus as may be necessary so that, as thereafter
delivered to the purchasers of such Registrable Securities, such prospectus
shall not include an untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the statements
therein not misleading in light of the circumstances then existing.

        The Company may require the Selling Stockholder to furnish the Company
such reasonable information regarding the Selling Stockholder and the
distribution of his Registrable Securities as the Company may from time to time
reasonably request and as shall be required by law or by the Securities and
Exchange Commission in connection therewith.

        B. EXPENSES  The Company will pay all "Registration Expenses" in
connection with each registration of Registrable Securities requested pursuant
to Section A.  Registration Expenses means all expenses incident to the
Company's performance of or compliance with its obligations pursuant to this
Annex A and the completion of transactions relating thereto including, without
limitation, all registration and filing fees, all fees and expenses of
complying with securities or "blue sky" laws, all printing expenses, the fees
and disbursements of the Company's independent public accountants, including
the expenses of any special audits, reviews, compilations or other reports or
information required by or incident to such performance and compliance, and any
fees or expenses of special counsel to represent the Selling Stockholder, and
(ii) any underwriting discounts and commissions relating to the Registrable
Securities being sold by the Selling Stockholder.

        C. PREPARATION: REASONABLE INVESTIGATION.  In connection with the 
preparation and filing of such registration statement registering Registrable 
Securities under the Securities Act, the Company will give the Selling 
Stockholder and his underwriters, if any, and his counsel and accountant, the 
opportunity to review and comment upon such registration statement, each 
prospectus included therein or filed with the Commission, and each amendment 
thereof or supplement thereto, and will give him such access to its books and 
records and such opportunities to discuss the business of the Company with its

                                      13



<PAGE>

officers and the independent public accountants who have certified its 
financial statements as shall be necessary, in the reasonable opinion of such 
Selling Stockholder's counsel, the Company's counsel and such underwriters, 
to conduct a reasonable investigation within the meaning of the Securities 
Act.

       D. COMPANY'S INDEMNIFICATION.  In the event of any registration of any 
Registrable Securities of the Company under the Securities Act, the Company 
will, and hereby does, indemnify and hold harmless, the Selling Stockholder, 
and each other person, if any, who controls the Selling Stockholder within 
the meaning of the Securities Act against any losses, claims, damages, 
liabilities and expenses, joint or several, to which the Selling Stockholder 
may become subject under the Securities Act or otherwise, insofar as such 
losses, claims, damages, liabilities or expenses (or actions or proceedings 
or investigations in respect thereof) arise out of or are based upon (i) any 
untrue statement or alleged untrue statement of any material fact contained 
in any registration statement under which such Registrable Securities were 
registered under the Securities Act, any preliminary prospectus, final 
prospectus or summary prospectus included therein, or any amendment or 
supplement thereto, or any document incorporated by reference therein, or 
(ii) any omission or alleged omission to state therein a material fact 
required to be stated therein or necessary to make the statements therein not 
misleading, or (iii) any violation by the Company of any securities laws, and 
the Company will reimburse the Selling Stockholder for any legal or any other 
expenses reasonably incurred by him in connection with investigating or 
defending any such loss, claim, liability, action or proceeding; provided, 
however, that the Company shall not be liable to the Selling Stockholder, 
director, officer, participating person or controlling person in any such 
case to the extent that any such loss, claim, damage, liability (or action or 
proceeding in respect thereof) or expense arises out of or is based upon an 
untrue statement or alleged untrue statement or omission or alleged omission 
made in such registration statement, any such preliminary prospectus, final 
prospectus, summary prospectus, amendment or supplement in reliance upon and 
in conformity with written information furnished to the Company in an 
instrument executed by or under the direction of the Selling Stockholder, for 
use in the preparation thereof. Such indemnity shall remain in full force and 
effect regardless of any investigation made by or on behalf of the Selling 
Stockholder and shall survive the transfer of such Registrable Securities by 
the Selling Stockholder.

       E. STOCKHOLDERS' INDEMNIFICATION.  The Company may require as a 
condition to including any Registrable Securities in any registration 
statement filed pursuant to Section A, that the Company shall have received an
undertaking satisfactory to it from the Selling Stockholder and the 
underwriters, if the offering is underwritten, to indemnify and hold harmless 
(in the same manner and to the same extent as set forth in Section D) the 
Company, each director of the Company, each officer of the Company who shall 
sign such registration statement, the attorneys for the Company and each 
other person, if any, who controls the Company within the meaning of the 
Securities Act, with respect to any statement in or omission from such 
registration statement, any preliminary prospectus, final prospectus or 
summary prospectus included therein, or any amendment or supplement thereto, 
but only if such statement or omission was made in reliance upon and in 
conformity with written information furnished to the Company through an 
instrument duly executed or provided by the Selling Stockholder. Such


                                       14

<PAGE>

indemnity shall remain in full force and effect regardless of any 
investigation made by or on behalf of the Company or any such director, 
officer, attorney or controlling person and shall survive the transfer of 
such Registrable Securities by the Selling Stockholder.

       F. INDEMNIFICATION MECHANISM.  Promptly after receipt by an 
indemnified party of notice of the commencement of any action or proceeding 
involving a claim referred to in either Section D or E, such indemnified 
party will, if a claim in respect thereof is to be made against an 
indemnifying party, give written notice to the latter of the commencement of 
such action; provided, however, that the failure of any indemnified party to 
give notice as provided herein shall not relieve the indemnifying part of its 
obligations under Section D or E, as is applicable, except to the extent that 
the indemnifying party's liabilities and obligations are increased as a 
result of such failure to give notice. In case any such action is brought 
against an indemnified party, the indemnifying party shall be entitled to 
participate in and to assume the defense thereof, jointly with any other 
indemnifying party similarly notified, to the extent that it may wish, with 
counsel reasonably satisfactory to such indemnified party. After notice from 
the indemnifying party to such indemnified party of its election so to assume 
the defense thereof, the indemnifying party shall not be liable to such 
indemnified party for any legal or other expenses subsequently incurred by 
the indemnified party in connection with the defense thereof unless (i) the 
indemnifying party shall have failed to retain counsel for the indemnified 
party as aforesaid, (ii) representation of such indemnified party by the 
counsel retained by the indemnifying party would be inappropriate due to 
actual or potential differing interests between such indemnified party and 
any other person represented by such counsel in such proceeding, or (iii) the 
indemnified party shall have reasonable concluded that there may be legal 
defenses available to it which are different from or additional to those 
available to the indemnifying party (in which case the indemnifying party 
shall not have the right to direct the defense of such action on behalf of 
the indemnified party). In the circumstances described in subsection (ii) and 
(iii), the Company shall pay for the reasonable legal or other expenses of no 
more than one separate counsel. No indemnifying party will consent to entry 
of any judgment or enter into any settlement which does not include as an 
unconditional term thereof the giving by the claimant or plaintiff to such 
indemnified party of a release from all liability in respect to such claim or 
litigation, the indemnifying party shall not be liable for any settlement of 
any proceeding effected without the written consent of such indemnifying 
party, but if settled with such consent or if there shall be a final judgment
for the plaintiff, the indemnifying party agrees to indemnify each 
indemnified party from and against any loss or liability by reason of such 
settlement or judgment.

       G. OTHER INDEMNIFICATION.  Indemnification similar to that specified in 
Section D and Section E (with appropriate modifications) shall be given by the
Company and the Selling Stockholder with respect to any required registration 
or other qualification of such Registrable Securities under any federal or 
state law or regulation or governmental authority other than the Securities 
Act.


                                       15


<PAGE>

                        FINANCIAL PERFORMANCE CORPORATION
                        QUALIFIED PURCHASER QUESTIONNAIRE


PURPOSE OF THIS QUESTIONNAIRE

           The Units of Financial Performance Corporation (the "Company"), are
being offered without registration under the Securities Act of 1933 (the "1933
Act"), or the securities laws of any state, in reliance on the exemption
contained in Regulation D under the 1933 Act and on similar exemptions under
applicable state laws. Under Regulation D and/or certain state laws, the Company
is required to determine that an individual, or an individual together with such
individual's "purchaser representative", or each individual equity owner of an
"investing entity" meets certain suitability requirements before selling Units
to such individual or entity. THE COMPANY WILL NOT SELL UNITS TO ANY INDIVIDUAL
WHO HAS NOT FILLED OUT, AS THOROUGHLY AS POSSIBLE, A QUESTIONNAIRE. IN THE CASE
OF AN INVESTOR THAT IS A PARTNERSHIP, TRUST OR CORPORATION, EACH EQUITY OWNER
MUST COMPLETE A QUESTIONNAIRE. This Questionnaire does not constitute an offer
to sell or a solicitation of an offer to buy Common Stock or any other security
of the Company.

INSTRUCTIONS

           One (1) copy of this Questionnaire should be completed, signed, dated
and delivered to the Company, 335 Madison Avenue, 11th Floor, New York, New York
10017, Attention: Mr. William F. Finley. Please contact Gary S. Friedman, Esq.
of Kaufman Friedman Plotnicki & Grun, LLP, 300 East 42nd Street, New York, New
York 10017 (Telephone No. 212-973-3320) if you have any questions with respect
to the Questionnaire.

           PLEASE ANSWER ALL QUESTIONS. If the appropriate answer is "None" or
"Not Applicable", please so state. Please print or type your answers to all
questions. Attach additional sheets if necessary to complete your answers to any
item.

           Your answers will be kept strictly confidential at all times.
However, the Company or its counsel may present this Questionnaire to such
parties as it deems appropriate in order to assure itself that the offer and
sale of Units will not result in a violation of the registration provisions of
the 1933 Act or a violation of the securities laws of any state.


                                       16
<PAGE>

1. Please provide the following personal information:

Name:__________         Age:_____

Residence Address:______________________________________________________________

(Including Zip Code)____________________________________________________________

Business Address:_______________________________________________________________

(Including Zip Code)____________________________________________________________

Telephone Nos. Res:__________________                    Business:______________

2. Please describe your present or most recent business occupation and indicate
such information as the nature of your employment, the principal business of
your employer, the principal activities under your management or supervision and
the scope (e.g. dollar volume, industry rank, etc.) of such activities.

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

3. (a) Please state whether you or any of your associates or affiliates (i) are
a member or a person associated with a member of the National Association of
Securities Dealers, Inc. (the "NASD"), (ii) are an owner of stock or other
securities of an NASD member (other than purchased on the open market), or (iii)
has made a subordinated loan to any NASD member?

          ___            ___
          Yes            No

      (b) If you marked yes, please briefly describe the facts
below:
________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________


                                       17
<PAGE>

4. Applicable to individuals ONLY. Please answer the following questions
concerning your financial condition:

      (a) Does your net worth* (or joint net worth with your spouse) exceed
$1,000,000?

          ___            ___
          Yes            No

      (b) Did you have an individual income ** in excess of $200,000 or joint
income together with your spouse in excess of $300,000 in each of the two most
recent years and do you reasonably expect to reach the same income level in the
current year?

          ___            ___
          Yes            No

      (c) Please describe any obligations which you currently have or which
become due in the next 24 months which you do not expect to pay out of available
funds.

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

4A. Applicable to Corporations, Partnerships and other Entities only.

      Do your total assets exceed $5,000,000 or, alternatively, do all of your
equity holders who are individuals meet the requirements of subparagraphs 4(a)
or 4(b) above?

          ___            ___
          Yes            No

---------------------------------
*     For purposes hereof, net worth shall be deemed to include ALL of your
      assets, liquid or illiquid (including such items as home, furnishings,
      automobile and restricted securities) MINUS any liabilities (including
      such items as home mortgages and other debts and liabilities).

**    For purpose hereof the term "income" is not limited to "adjusted gross
      income" as that term is defined for Federal income tax purposes, but
      rather includes certain items of income which are deducted in computing
      adjusted gross income. For investors who are salaried employees, the gross
      salary of such investor, minus any significant expenses personally

                                      18
<PAGE>

      incurred by such investor in connection with earning the salary, plus any
      income from any other source including unearned income, is a fair measure
      of "income" for purposes hereof. For investors who are self-employed,
      "income" is generally construed to mean total revenues received during the
      calendar year minus significant expenses incurred in connection with
      earning such revenues.

5. Check, if appropriate:

[ ] I hereby represent and warrant that I am an "accredited investor", as
defined in Section 501(a) of Regulation D under the Securities Act of 1933, as
amended, and have such knowledge and experience in financial and business
matters that I am capable of evaluating the merits and risks of any prospective
investment in the Units.


6. By signing this Questionnaire, I hereby confirm the following statements:

      (a) I have read and understand the Subscription Agreement and other
accompanying documents of the Company.

      (b) I am aware that no market for the Units or the Common Stock comprising
the Units currently exists, thereby requiring any investment to be maintained
for an indefinite period of time.

      (c) I acknowledge that any delivery to me of the documents relating to the
Units prior to the determination by the Company of my suitability as an investor
shall not constitute an offer of Units until such determination of suitability
shall be made, and I agree that I shall promptly return such documents to the
Company upon request.

      (d) My answers to the foregoing questions are true and complete to the
best of my information and belief and I will promptly notify the Company of any
changes in the information I have provided.

      (e) I also understand and agree that, although the Company will use its
best efforts to keep the information provided in answers to this Questionnaire
strictly confidential, the Company and its counsel may present this
Questionnaire and the information provided in answer to it to such parties as
they may deem advisable if called upon to establish the availability under any
Federal or state securities laws of an exemption from registration of the
private placement or if the contents thereof are relevant to any issue in any
action, suit or proceeding to which the Company or its


                                       19
<PAGE>

affiliates is a party, or by which it or they are or may be bound.

      (f) I realize that this Questionnaire does not constitute an offer by the
Company or its affiliates to sell Units but is merely a request for information.


                                          ________________________________
                                          Printed Name


                                          _______________________________
                                          Signature


                                          _______________________________
                                          Social Security Number or
                                          Taxpayer Identification Number


Date and Place Executed:


Date:______________________


Place:_____________________


                                       20
<PAGE>

                                                                      EXHIBIT __


                            FORM OF LOCK-UP AGREEMENT




Financial Performance Corporation
335 Madison Avenue
11th Floor
New York, New York 10017


(Name and Address
-----------------------
of Managing Underwriter
-----------------------

-----------------------

Ladies and Gentlemen:

      In connection with the purchase by the undersigned of units, each unit
comprised of 50,000 shares of the common stock, par value $.01 per share of New
Paradigm Software Corp. (the "Company"), the undersigned hereby agrees that for
a period of thirteen months following the effective date of any public offering
that is registered under the Securities Act of 1933, as amended (the Securities
Act"), the undersigned will not, without the prior written consent of the
managing underwriter of such public offering and the Company, directly or
indirectly, offer to sell, sell, grant an option for the sale of, assign,
transfer, pledge, hypothecate or otherwise encumber or dispose of any shares of
any debt or equity securities of the Company, securities into which the debt or
equity securities of the Company may be convertible or securities convertible
into or exchangeable for or evidencing any right to purchase or subscribe for
any shares of such securities of the Company (collectively, the "Securities"),
either pursuant to Rule 144 of the regulations under the Securities Act of 1933,
as amended (the "Act"), or otherwise, whether or not beneficially owned by the
undersigned, or dispose of any beneficial interest therein, except for bona fide
gifts of the Securities whereby the recipients agree to be bound by the terms
hereof. Any sale of the Securities must be made through the managing
underwriter.

      The foregoing restrictions shall cease to apply thirteen months after the
closing date of such public offering.



                                       21
<PAGE>

      In order to enable the aforesaid covenants, the undersigned hereby
consents to the placing of legends and/or a stop-transfer order with the
Transfer Agent of the Company's securities with respect to any of the Securities
registered in the name of the undersigned or beneficially owned by the
undersigned.



Dated:________________, 199__


                                          ________________________________
                                          Signature


                                          ________________________________
                                          Print Name


                                          ________________________________
                                          Print Address


                                          _______________________________
                                          Print Social Security Number
                                          or Taxpayer I.D. Number



                                       22