<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 WARRANTY 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: 300,000              Warrant Certificate No. 1
Date of Issuance: July 15, 1998                Date of Expiration: July 15, 2003


      FOR VALUE RECEIVED, MHM SERVICES, INC., a Delaware corporation (the
"Company"), hereby grants to HEALTHCARE FINANCIAL PARTNERS, INC., a Delaware
corporation, or its 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 three
hundred thousand (300,000) Shares (the "Warrant Shares").

      This Warrant is issued in connection with and as partial consideration for
the 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 that is a wholly owned subsidiary
of the Holder ("HCFP"), as evidenced by a Secured Bridge Note of even date with
this Warrant (the "Note").
<PAGE>   2
      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 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 $.01.

      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.


                                        2
<PAGE>   3
            (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 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.


                                        3
<PAGE>   4
            (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.

            (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.


                                        4
<PAGE>   5
                  (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).

                  (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.


                                       5
<PAGE>   6
      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 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


                                       6
<PAGE>   7
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 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:


                                        7
<PAGE>   8
                  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 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 15, 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 (as defined below).
If the Company notifies the Holder 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 Holder 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


                                        8
<PAGE>   9
Demand Notice shall be the time period that begins on the date that the Company
delivers such notice to the Holder 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 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:

                  2 Wisconsin Circle
                  Fourth Floor
                  Chevy Chase, Maryland 20815
                  Attention:  Ethan D. Leder, President
                  Telephone:  (301) 961-1640
                  Telecopier: (301) 664-9860

            To the Company:

                  8000 Towers Crescent Drive
                  Suite 810
                  Vienna, Virginia 22182
                  Attention: Michael S. Pinkert, President/Chief Executive
                             Officer
                  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


                                        9
<PAGE>   10
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.

            (b) This Warrant shall be governed by and construed in accordance
with the laws of the State of Maryland.

            (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
<PAGE>   11
      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: /s/ Michael S. Pinkert
                                           -----------------------------
                                       Name:  Michael S. Pinkert
                                       Title: President


Attest:

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


                                       11
<PAGE>   12
                                  SCHEDULE ___


1.    Warrants outstanding (exercise price of $.50/share)

<TABLE>
<S>                              <C>   
      Michael S. Pinkert         72,514
      Lee Calligaro              24,203
      William Ferretti           24,203
      Michael S. Pinkert
      (to be issued)            145,000
</TABLE>


2.    Other stock rights

In November 1993, to Company acquired substantially all of the assets and
assumed certain liabilities of Atlanta-based ICH Services, L.L.C., (ICH)
(successor to HCI Services, Inc.). The purchase price included certain
additional consideration, payable in cash or additional shares of the Company's
common stock at the option of the former ICH members. The additional
consideration was payable after the third anniversary of the acquisition
(November 18, 1996) in an amount equal to approximately 20 percent of the
appraised fair market value of the acquired operations.

To date, neither the Company nor ICH has requested an appraisal of the acquired
operations as provided for in the purchase agreement. Both parties have
negotiated to modify the terms of the additional consideration without reaching
any definitive agreements. The progress of future negotiations is uncertain.

If no agreement is reached, the Company will be required to comply with the
terms of the original agreement. The Company believes that the value of the
acquired assets has significantly declined since the acquisition date based on
prior and ongoing operational losses as well as increasing regulatory and
economic pressures inherent in the extended care services business. Therefore
the Company believes that it will be able to meet its obligation to fund the
additional consideration, and the amount estimated to be payable under the terms
of the original agreement of $158,000 has been accrued as of September 30, 1997,
in the consolidated financial statements. However, the issuance of additional
stock to satisfy the Company's obligation could have a dilutive effect on the
Company's outstanding common stockholders.

3.    Options

Employee stock option pool ($.50/share)         350,000 shares
Directors option pool ($.50/share)               52,000 shares