<PAGE>   1
NEITHER THIS WARRANT NOR ANY SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF
THIS WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE "ACT"), OR ANY STATE SECURITIES LAWS, AND NEITHER THIS WARRANT NOR ANY
SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT MAY BE SOLD,
TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT IN COMPLIANCE WITH THE ACT AND
APPLICABLE SECURITIES LAWS AND UNLESS EITHER (A) A REGISTRATION STATEMENT UNDER
THE ACT OR THE APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH
REGARD THERETO, OR (B) THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL
SATISFACTORY TO THE COMPANY THAT AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS
OF THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS IS AVAILABLE FOR THE SALE,
TRANSFER OR OTHER DISPOSITION AND EXCEPT IN COMPLIANCE WITH THE TRANSFER
RESTRICTIONS SET FORTH IN SECTION 8(a) OF THIS WARRANT.


                               MHM SERVICES, INC.

                          COMMON STOCK PURCHASE WARRANT


Number of Shares of Common Stock: 145,000      Warrant Certificate No. 2
Date of Issuance: July 15, 1998                Date of Expiration: July 15, 2008


        FOR VALUE RECEIVED, MHM SERVICES, INC., a Delaware corporation (the
"Company"), hereby grants to MICHAEL S. PINKERT, or his heirs or registered
assigns (the "Holder"), the right to purchase from the Company that number of
shares of the Company's Common Stock (the "Shares"), which, calculated as of the
Date of Issuance on a fully diluted basis after exercise, and subject to
adjustment as provided below, equals one hundred forty-five thousand (145,000)
Shares (the "Warrant Shares").

        This Warrant is issued pursuant to a Credit and Security Agreement of
even date with this Warrant and in connection with the partial guarantee by the
Holder of the repayment obligations under a Two Million and No/100 Dollars
($2,000,000.00) loan made to the Company, MHM Correctional Services, Inc., a
Delaware corporation, MHM of Colorado, Inc., a Delaware corporation, MHM
Extended Care Services, Inc., a Delaware corporation, Oakview Limited
Partnership, a Maryland limited partnership, and Columbia Health Associates
Limited, a Maryland limited partnership (the "Loan") by HCFP Funding, Inc., a
Delaware corporation.

        The Company represents and warrants to the Holder that (i) the Shares
are the only class of equity securities of the Company authorized, issued or
outstanding on the Date of Issuance, and there are no outstanding agreements,
rights, or options to acquire any securities of the Company


                                        1
<PAGE>   2
other than as shown on Schedule 1, and (ii) there are 3,525,848 Shares issued 
and outstanding on the Date of Issuance.

         Except as otherwise provided in this Warrant, this Warrant shall
continue in full force and effect until the Date of Expiration regardless of any
prepayment of the Loan.

         This Warrant is subject to the following provisions:

         1. Exercise Period.

                  The Holder may exercise, in whole or in part, the purchase
rights represented by this Warrant at any time and from time to time on or after
the Date of Issuance but not later than 5:00 p.m., Eastern time, on the Date of 
Expiration identified above (the "Exercise Period").


         2. Exercise Price.

                  The Exercise Price per Share for which all or any Warrant
Shares may be purchased pursuant to the terms of this Warrant shall be $.50.

         3. Exercise Procedure.

                (a) This Warrant shall be deemed to have been exercised when the
Company has received all of the following (the "Exercise Time"):

                           (i)      an Exercise Agreement, in the form attached
                                    to this Warrant as Exhibit "A", completed
                                    and executed by the Holder;

                           (ii)     this Warrant; and

                           (iii)    payment of the total Exercise Price for the
                                    Warrant Shares to be purchased, which
                                    payment may be made by certified or bank
                                    check.

                  (b) Notwithstanding any other provision of this Warrant, if an
exercise of this Warrant (or any portion) is to be made in connection with a
registered public offering of the Company's securities or the sale of the
Company, the exercise of any portion of this Warrant may, at the election of the
Holder, be conditioned upon the consummation of the registered public offering
or the sale of the Company, in which case the Holder may designate that the
exercise shall not be deemed to be effective until the consummation of the
transaction.

                  (c) The Company shall assist and cooperate with any Holder
required to make any governmental filings or obtain any governmental approvals
prior to or in connection with any exercise of this Warrant, including, without
limitation, making any filings required to be made by



                                        2
<PAGE>   3
the Company. The Holder shall reimburse the Company for any reasonable costs 
and expenses incurred by the Company (including without limitation, reasonable 
attorneys' fees) in connection with the cooperation and assistance. 
Notwithstanding the foregoing, the costs and expenses shall not include any 
fees or costs related to any federal or state registration of this Warrant or 
the Warrant Shares or registered public offering of the Company's securities.

          4.    Issuance of Warrant Shares; Taxes

                  (a) To the extent that the Shares are represented by
certificates, the Company shall deliver to the Holder certificates for Warrant
Shares purchased upon exercise of this Warrant within five (5) business days
after the Exercise Time. Unless this Warrant has expired or all of the purchase
rights represented by this Warrant have been exercised, the Company shall
prepare a new Warrant covering the number of Warrant Shares in respect of which
this Warrant has not been exercised, which new Warrant shall be identical in all
other respects to this Warrant. The new Warrant shall be delivered to the Holder
within five (5) business days after the Exercise Time.

                  (b) To the extent that the Shares are represented by
certificates, the issuance of certificates for Warrant Shares upon exercise of
this Warrant shall be made without charge to the Holder for any issuance tax
related to the issuance, or, subject to Section 3(c), other costs incurred by
the Company in connection with the exercise and the related issuance of the
Warrant Shares.

                  (c) Upon payment for the Warrant Shares in accordance with the
terms of this Warrant, the Warrant Shares shall be validly issued, fully paid
and nonassessable and free from all liens and charges with respect to their
issuance.

                  (d) The Warrant Shares shall be deemed to have been issued to
the Holder at the Exercise Time, and the Holder shall be deemed, for all
purposes, to have become the record holder of the Warrant Shares at the Exercise
Time.


          5.    Adjustment of Number of Warrant Shares

                  To prevent dilution of the rights granted under this Warrant,
the number of Warrant Shares that may be purchased under this Warrant shall be
subject to adjustment from time to time as provided in this Section 5.

                  (a) If all or any portion of this Warrant shall be exercised
after any Share split, Share dividend, recapitalization, combination of Shares
of the Company, or other similar event (a "Share Change Event") occurring after
the Date of Issuance, then the Holder exercising this Warrant shall receive, for
the total Exercise Price, but in no event less than the par value for a Warrant
Share, the total number and class of Shares that the Holder would have received
if this Warrant had been exercised immediately before the Share Change Event.



                                        3
<PAGE>   4
                  (b) If all or any portion of this Warrant shall be exercised
after any merger, consolidation, exchange of equity securities, separation, or
reorganization of the Company, or other similar event, including without
limitation, an issuance of Shares to a third party as consideration for the
assets of a business owned by the third party (an "Extraordinary Event"),
occurring after the Date of Issuance, as a result of which Shares shall be
changed into the same or a different number of equity securities of the same or
another class or classes of securities of the Company or another entity, then
the Holder exercising this Warrant shall receive, for the total Exercise Price
that would have been payable if this Warrant had been exercised in full
immediately before the Extraordinary Event, but in no event less than the par
value for a Warrant Share, the total number and class of equity securities or
other securities that the Holder would have received if this Warrant had been
exercised immediately before the Extraordinary Event.

                  Before consummating any Extraordinary Event, the Company shall
make appropriate provision to ensure that the Holder shall have the right to
acquire or receive the equity securities or other securities on the same basis
as if this Warrant had been exercised immediately before the Extraordinary
Event, subject to the proviso in the preceding paragraph. The Company shall not
consummate any Extraordinary Event unless the successor entity (if any)
resulting from the Extraordinary Event assumes in writing the obligation to
deliver the equity securities or other securities.

                  (c) The Company acknowledges that, at any time when the fair
market value of the Shares is less than $5.00 per Share (as adjusted for stock
splits, etc.), if the Company were to issue any Shares for a consideration that
is less than the fair market value of the Shares on the date of issuance, or if
it were to grant any rights to subscribe for or purchase, or any options for the
purchase of, Shares or any other securities convertible into or exchangeable for
Shares, and the total consideration payable for the Shares issuable upon the
exercise of the rights or options or upon conversion or exchange of the
convertible securities is less than the fair market value of the Shares (all of
the foregoing being referred to as a "Dilutive Issuance"), the effect would be
to dilute the interest in the Company that the Company and Holder intend that
Holder be able to purchase upon exercise of this Warrant. Accordingly, the
Company covenants and agrees that it shall not make any Dilutive Issuance
(except pursuant to (A) a Qualifying Stock Option Plan, as the term is defined
in Section 5(c)(iii) below or (B) any management services agreement between
Borrower and any client) without giving prior written notice of the Dilutive
Issuance to the Holder.


                  (i) If there is a Dilutive Issuance that is a sale of Shares
at a price below the fair market value of the Shares, the number of Warrant
Shares issuable pursuant to this Warrant shall be adjusted pursuant to Section
5(c)(ii) below. If there is any other Dilutive Issuance, then appropriate
amendment shall be made to the provisions of this Warrant so as to protect the
Holder from dilution in a manner consistent with this Section 5(c).



                                        4
<PAGE>   5
                       (ii) The number of Warrant Shares shall be adjusted as
follows: the number of Warrant Shares issuable pursuant to this Warrant shall be
adjusted to be equal to the product obtained by multiplying the number of
Warrant Shares issuable pursuant to this Warrant immediately before the sale by
a fraction, the numerator of which shall be the product of (x) the total number
of Shares outstanding on a fully diluted basis immediately after the issuance or
sale, multiplied by (y) the fair market value per Share immediately before the
issuance or sale, and the denominator of which shall be the sum of (i) the total
number of Shares outstanding on a fully diluted basis immediately before the
issuance or sale, multiplied by the fair market value per Share immediately
before the issuance or sale, plus (ii) the total amount of the consideration
received by the Company upon the issuance or sale.

For the purposes of this Section 5(c)(ii), all Warrant Shares that may 
ultimately become issuable pursuant to this Warrant shall be deemed issuable 
immediately before the date of the sale. Any determinations of fair market 
value that are required pursuant to this Section 5(c) shall be made in 
accordance with the procedures set forth in Section 13.

                       (iii) This Section 5(c) shall not apply to any grants,
issuances or sales of Shares or options to purchase Shares to employees of the
Company pursuant to a stock option or similar plan in existence as of the date
of this Warrant or adopted after the date of this Warrant, provided that all of
the Company's stock option plans in the aggregate are not authorized to issue a
number of Shares (or options to purchase Shares) that would constitute more than
ten percent (10%) of the issued and outstanding Shares on a fully diluted basis
after exercise, including exercise of this Warrant as to all Warrant Shares for
which it may be or become exercisable (such a stock option plan is referred to
as a "Qualifying Stock Option Plan").

                  (d) Whenever there shall be an adjustment pursuant to this
Section 5, the Company shall promptly notify the Holder in writing of the
adjustment, setting forth in reasonable detail the event requiring the
adjustment and the method by which the adjustment was calculated. In addition,
the Company shall give written notice to the Holder at least twenty (20) days
before the date on which the Company takes any action contemplated in this
Section 5. To prevent dilution of the rights granted under this Warrant, the
number of Warrant Shares that may be purchased under this Warrant shall be
subject to adjustment from time to time as provided in this Section 5.

6.       Preemptive Purchase Rights.

                  (a) If at any time the Company grants, issues or sells any
Shares or other securities or any options, warrants, or rights to purchase
Shares, warrants, securities or other property pro rata to the record holders of
the Shares (the "Subscription Rights"), then the Holder of this Warrant shall be
entitled to acquire, upon the terms applicable to the Subscription Rights, the
total number of Subscription Rights that the Holder would have acquired if the
Holder had exercised this Warrant immediately before the record date for the
grant, issuance or sale of the



                                       5
<PAGE>   6
Subscription Rights, or if no record date is determined, the date as of which 
all the record holders of Shares entitled to receive the Subscription Rights 
were determined.

                (b) Notwithstanding anything to the contrary provided elsewhere 
in this Warrant, the provisions of Section 6(a) shall not apply to: (i) any 
grants, issuances or sales of Shares or options to purchase Shares to employees 
of the Company pursuant to a Qualifying Stock Option Plan; (ii) any 
grants, issuances or sales of Shares in connection with an Extraordinary Event; 
or (iii) any grants, issuances or sales of any of the Company's securities in 
an underwritten public offering.

         7.     Liquidating Dividend.

                If the Company declares or pays a dividend on the Shares payable
otherwise than in cash from its earnings or earned surplus, except for a
dividend payable in Shares (a "Liquidating Dividend"), then the Company shall,
at the time the Liquidating Dividend is paid, make a payment to the Holder of
this Warrant equivalent to the payment that would have been made to the Holder
of the Shares had this Warrant been fully exercised immediately before the
record date for payment of the Liquidating Dividend or, if no record date in
determined, the date as of which the record holders of Shares entitled to
receive the Liquidating Dividend were determined.

         8.     Transfer and Assignment; Exchange for Different Denominations.

                (a) Subject to the transfer restrictions identified in the
legend contained at the top of this Warrant and in Section 11, this Warrant and
all rights hereunder are transferable, in whole or in part, without charge to
the Holder, upon surrender of this Warrant with a properly executed assignment
(in the form attached to this Warrant as Exhibit "B") at the Company's principal
office.

                (b) Upon surrender of this Warrant by the Holder at the
Company's principal office, this Warrant is exchangeable for new warrants of
like tenor representing the total purchase rights granted under this Warrant,
and each of the new warrants shall represent the portion of the rights as is
designated by the Holder at the time of the surrender. The date the Company
initially issues this Warrant shall be deemed the "Date of Issuance" of this
Warrant regardless of the number of times that new certificates representing the
unexpired and unexercised rights formerly represented by this Warrant shall be
issued. All warrants representing some portion of the rights under this Warrant
are referred to as the "Warrant."

         9.       Compliance with Law.

                  The Company shall take all actions reasonably necessary to
assure that all Warrant Shares may be issued without violation of any applicable
law or government regulation or any


                                       6
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requirements of a securities exchange upon which the Shares may be listed. The 
Company shall not take any action that would cause the number of the authorized 
but unissued Shares to be less than the number required to be reserved for 
issuance upon the exercise of this Warrant and upon the exercise of any other 
options, warrants or rights to purchase Shares or to convert into Shares.
 
         10. No Rights as Shareholder; Limitations of Liability.

                This Warrant shall not entitle the Holder to any voting rights 
or other rights as a shareholder of the Company. No provision of this Warrant, 
in the absence of affirmative action by the Holder to purchase Warrant Shares, 
and no enumeration in this Warrant of the rights and privileges of the Holder 
shall give rise to any liability of the Holder as a shareholder of the Company 
or for the Exercise Price of the Warrant Shares, regardless of whether the 
liability is asserted by the Company or any creditor or creditors of the 
Company.

         11. Securities Act Restrictions.

                (a) The Holder, by its acceptance of this Warrant, acknowledges
and confirms that this Warrant has not been registered under the Securities Act
of 1933, as amended (the "Act"), and may not be sold or transferred except in
compliance with and subject to the Act. Unless and until this Warrant has been
registered under the Act, the Company may require, as a condition to effecting
any transfer or assignment of this Warrant on the books of the Company, a legal
opinion, at the Holder's expense, in form and from counsel reasonably
satisfactory to the Company, to the effect that an exemption from registration
under the Act is available for the proposed transfer or assignment.

                (b) The foregoing restrictions shall also apply to the Warrant
Shares, and all certificates representing Warrant Shares shall bear an
appropriate legend giving notice of the foregoing restrictions in substantially
the form set forth below:

                THE SHARES OF COMMON STOCK REPRESENTED BY THIS
                CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
                SECURITIES ACT OF 1933, AS AMENDED ("THE ACT"), OR
                ANY APPLICABLE STATE SECURITIES LAW AND MAY NOT BE
                SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT IN
                COMPLIANCE WITH THE ACT AND APPLICABLE SECURITIES
                LAWS AND UNLESS EITHER (A) A REGISTRATION STATEMENT
                UNDER THE ACT OR ANY APPLICABLE STATE SECURITIES LAWS
                SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETO, OR
                (B) THE COMPANY HAS RECEIVED AN OPINION


                                        7
<PAGE>   8
                 OF COUNSEL SATISFACTORY TO THE COMPANY THAT AN
                 EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
                 ACT AND ANY APPLICABLE STATE SECURITIES LAWS IS
                 AVAILABLE FOR THE SALE, TRANSFER OR OTHER DISPOSITION
                 AND EXCEPT IN COMPLIANCE WITH THE TRANSFER
                 RESTRICTIONS SET FORTH IN SECTION 8(a) OF THE COMMON
                 STOCK PURCHASE WARRANT DATED JULY    , 1998.

         12. Registration Rights.

                The Holder shall be entitled to the benefits of that certain
Registration Rights Agreement of even date with this Warrant executed by the
Holder and the Company (the "Registration Rights Agreement") with respect to
the registration by the Company of Shares under the Act, subject to and in
accordance with the terms and conditions of the Registration Rights Agreement.

         13. Holder's Put Rights.

                (a) The Company hereby irrevocably grants and issues to Holder
the right and option to sell this Warrant to the Company (the "Put"), at a
purchase price (the "Put Price") equal to the "fair market value" per Warrant
Share (as defined below) of the Warrant Shares during the Put Period. If the
Company notifies the Holders that it is unable to comply with the terms of a
Demand Notice for registration of all or a portion of the Warrant Shares for
resale by the Holders under the Act and in accordance with the terms and
conditions of the Registration Rights Agreement, then the "Put Period" for the
Warrant Shares covered by such Demand Notice shall be the time period that
begins on the date that the Company delivers such notice to the Holders and that
ends six (6) months after such date.

                (b) The Company shall pay the Put Price to the Holder in
exchange for the delivery to the Company of this Warrant within thirty (30) days
of the receipt of written notice from the Holder of its intention to exercise
the Put (the date of such written notice shall be referred to as the "Put Notice
Date"). The payment of the Put Price shall be made (i) in cash, (ii) by
cashier's check, or (iii) by delivery of cash or cashier's check in an amount
equal to 25% of the Put Price and execution and delivery of a promissory note
for the remaining 75% of the Put Price, in form and substance satisfactory to
the Holder, which shall provide for 24 equal installment payments of principal
of the Put Price and for an interest rate equal to ten percent (10%) per annum.

                (c) The "fair market value" of the Warrant Shares shall be
determined as the average of the closing price for the Shares on the Nasdaq Over
the Counter Bulletin Board or the



                                       8
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American Stock Exchange (or such other stock exchange on which the Shares may 
be listed on the Put Notice Date) on the five (5) business days immediately 
preceding the Put Notice Date.

         14.      Method of Giving Notices.

                  Any and all notices to be given pursuant to this Warrant 
shall be sent:

                  To Holder:

                    705 Potomac Knolls Drive
                    McLean, Virginia 22102
                    Telephone: (703) 734-0331
                    Telecopier: (703) 734-0198

                  To the Company:

                    8000 Towers Crescent Drive
                    Suite 810
                    Vienna, Virginia 22182
                    Attention: Lee Calligaro, Vice President and General Counsel
                    Telephone: (703) 749-4600
                    Telecopier: (703) 749-4604

                Except as otherwise expressly provided in this Warrant, all
notices required or permitted to be sent shall be in writing and shall be
delivered personally, sent by reputable overnight courier service or sent by
registered or certified mail, return receipt requested and postage prepaid and
shall be deemed to have been given when so delivered, sent or deposited in
the U.S. mail.

         18.      Expenses.

         Except as otherwise provided in this Warrant, the Company shall pay any
and all expenses, transfer taxes and other charges, including all costs
associated with the preparation, issuance and delivery of Share or warrant
certificates that may be incurred in respect of the issuance or delivery of
Shares upon any exercise of this Warrant.

         19.      Miscellaneous.

                (a) Neither this Warrant nor any of the terms or conditions of
this Warrant may be waived, amended or modified, except with the written consent
of the Company and the Holder.



                                        9
<PAGE>   10
     (b) This Warrant shall be governed by and construed in accordance with the
laws of the Commonwealth of Virginia.

     (c) The captions and paragraph headings used in this Warrant are for 
convenience of reference only, and shall not be referred to in connection with 
any interpretation or construction of this Warrant.


                          [SIGNATURE ON FOLLOWING PAGE]







                                       10
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     IN WITNESS WHEREOF, the Company, having validly authorized the issuance of 
this Warrant and all performance under this Warrant, has caused this Warrant to 
be executed by its duly authorized officer as of the Date of Issuance.

                                              MHM SERVICES, INC.
                                              a Delaware corporation


                                              By:          [SIG]
                                                  ------------------------------
                                                  Name:
                                                  Title: Vice-President



Attest:


--------------------
Secretary







                                       11