FINANCIAL PERFORMANCE CORP, 10KSB, 2000-03-29

FINANCIAL PERFORMANCE CORP
10KSB, 2000-03-29
MANAGEMENT CONSULTING SERVICES

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<PAGE> 1
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-KSB

(Mark One)

[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 (NO FEE REQUIRED)

For the fiscal year ended December 31, 1999

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 (NO FEE REQUIRED)

For the transition period from to

COMMISSION FILE NO. 0-16530

FINANCIAL PERFORMANCE CORPORATION
(Name of small business issuer in its charter)

<TABLE>
<CAPTION>
NEW YORK 13-3236325
- ------------------------------- ----------------------
<S> <C>
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
</TABLE>

335 MADISON AVENUE
NEW YORK, NEW YORK 10017
(Address of principal executive offices, including zip code)

(212) 557-0401
(Issuer's telephone number)

Securities registered under Section 12(b) of the Exchange Act: None.

Securities registered under Section 12(g) of the Exchange Act:

COMMON STOCK, $0.01 PAR VALUE
(Title of class)

Check whether the issuer (1) filed all reports required to be filed
by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for
such shorter period that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days.

Yes X No
------

Check if there is no disclosure of delinquent filers in response to
Item 405 of Regulation S-B is not contained in this form, and no disclosure
will be contained, to the best of registrant's knowledge, in definitive proxy
or information statements incorporated by reference in Part III of this Form
10-KSB or any amendment to this Form 10-KSB. [ ]

Issuer's revenues for the fiscal year ended December 31, 1999 were
$12,269,351.

The aggregate market value of the voting stock (Common Stock) held
by non-affiliates of the registrant on March 14, 2000 was approximately
$41,550,000, based on the volume-weighted average price of such stock on such
date, as reported by the OTC Bulletin Board.

The number of shares outstanding of each of the issuer's classes of
common equity, as of March 14, 2000, was: 10,921,534 shares of Common Stock,
$0.01 par value.

DOCUMENTS INCORPORATED BY REFERENCE None.

Transitional Small Business Disclosure Format: Yes No X
------ -----

<PAGE> 2

FINANCIAL PERFORMANCE CORPORATION
ANNUAL REPORT ON FORM 10-KSB
TABLE OF CONTENTS

<TABLE>
<CAPTION>
Page
<S> <C> <C>
PART I

ITEM 1 - DESCRIPTION OF BUSINESS ............................. 1
ITEM 2 - DESCRIPTION OF PROPERTY ............................. 6
ITEM 3 - LEGAL PROCEEDINGS ................................... 6
ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF
SECURITY HOLDERS .................................. 6

PART II

ITEM 5 - MARKET FOR COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS ............................... 7
ITEM 6 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF
OPERATIONS ........................................ 8
ITEM 7 - FINANCIAL STATEMENTS ................................ 14
ITEM 8 - CHANGES IN AND DISAGREEMENTS WITH
ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE .............................. 14

PART III

ITEM 9 - DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS
AND CONTROL PERSONS; COMPLIANCE WITH
SECTION 16(A) OF THE EXCHANGE ACT ................. 15
ITEM 10 - EXECUTIVE COMPENSATION .............................. 18
ITEM 11 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT ............................. 24
ITEM 12 - CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS ...................................... 26
ITEM 13 - EXHIBITS AND REPORTS ON FORM 8-K .................... 29

FINANCIAL STATEMENTS ...................................................... F-1
</TABLE>

(i)

<PAGE> 3

PART I

ITEM 1 -- DESCRIPTION OF BUSINESS

INTRODUCTION

Financial Performance Corporation (which we may also refer to as
the "Company" or "FPC") is a holding company that operates through its
subsidiaries. Through our subsidiary, Michaelson Kelbick Partners, Inc. (which
we refer to as "MKP"), we provide communications consulting services to the
financial services industry, particularly with respect to communications
concerning mergers and other business combinations. Bank merger communications
accounts for approximately 85% of MKP's revenues. MKP also provides marketing,
planning and communications strategies, sales promotion and direct mail
services.

Through our recently acquired subsidiary, iMapData.com, Inc.,
(which we refer to as "iMapData.com"), we provide business-to-business clients
with convenient access via digital computer software to competitive marketing
and economic data on a secure proprietary website. iMapData.com employs a vast
array of information to produce its analyses, mining and merging the data to
create proprietary information using software that allows users to digitally
visualize data based on algorithms that it has developed over many years.
iMapData.com's customized databases cover 1,005 industries; enable clients to
view submarkets unique to their industry; display the competitors, customers
and suppliers in a given industry; and overlay and correlate all this
information in simple and meaningful ways -- all in real time.

From time to time, we may seek acquisitions or business
combinations within or outside the financial services industry that we believe
are strategic and will provide growth opportunities for the Company. We are
implementing a new business strategy in which we will also focus on
Internet-related businesses and services aimed at the business-to-business
market. We may fund such acquisitions through the issuance of stock or with
cash, or a combination. If we identify an appropriate acquisition candidate, we
may need to seek additional financing. We cannot assure you that we will be
able to successfully integrate any new acquisition.

In November 1999, in connection with the purchase of the Company's
common stock from Robert Trump by Jeffrey Silverman and Ronald Nash, we named
Messrs. Silverman and Nash as directors of the Company. On January 12, 2000,
Mr. Silverman was named our Chairman and Chief Executive Officer and Mr. Nash
was named our President.

<PAGE> 4

MERGER COMMUNICATIONS SERVICES OF MKP

In October 1994, together with Susan Michaelson and Hillary
Kelbick, we formed MKP. We own 80% of the outstanding equity of MKP and each of
Ms. Michaelson and Ms. Kelbick owns 10% of the outstanding equity of MKP.
During the five most recent fiscal years ended September 30, 1995, 1996, and
1997 and December 31, 1998 and 1999, MKP accounted for all of our consolidated
revenues.

Ms. Michaelson and Ms. Kelbick have over 34 years of combined
experience in financial services marketing. They have managed over 50 merger
communications and other projects for banks. They were both formerly employed
as Senior Vice Presidents by Wilcox Associates in New York City where they were
primarily responsible for the planning, development and execution of marketing
communications projects for numerous financial institutions.

MKP's first two major merger assignments were the First Union/First
Fidelity merger and the Bank of Boston/Bay Bank merger. MKP was the sole merger
communications firm involved in these mergers. Since its formation, MKP has
also performed services for various other banking institutions, including First
Union Corporation, Chase Manhattan Bank, BankBoston, The Dime Savings Bank of
New York, Fleet Financial Group, The CIT Group, and PNC Bank. MKP has also been
involved with the First Union/Signet Bank merger and received a "Future Bank
Initiative" assignment from First Union National Bank. This assignment was
awarded to MKP by First Union National Bank based upon MKP's expertise in the
banking industry and involved designing and implementing communications with
the bank's customers which describe the bank's products and services. In 1997,
MKP received the Vendor of the Year Award from First Union National Bank, which
is presented to the vendor that has had a major positive impact on First Union
National Bank for the year in question. Only one such award was presented by
First Union National Bank in 1997.

The merger communications projects which MKP undertakes involve
planning, strategizing, managing and executing customer communications in
support of merger related events, including:

- Systems conversions;

- Product consolidations;

- Price changes; and

- Branch closings.

Merger Communications Services. MKP's merger communications
services include:

- Business strategies and marketing planning;

- Advisory services: impact assessments by product, service
and customer group;

- Data processing: data sources and customer account file
integration;

- Communications development and execution: comprehensive
layouts, pre-press production, mail file development, print
and mail production;

- Project management, including milestones and budgets;

<PAGE> 5

- File collapse methodology (definition of the customer); and

- Regulatory requirements for disclosure.

Data Management. MKP's data management services include:

- Planning. Includes defining the communications
requirements, including product/account types, file
integration and merge/purge requirements and level of
personalization required.

- Data Source(s) and External Suppliers. MKP advises
clients on advantageous data source(s) for each project
(i.e., operating systems, CIF or a combination thereof).
In addition, MKP can assist in assessing internal and
external data processing requirements.

- Tape Specifications. Includes definition of tape formats,
record information, and all file coding required for data
integration and the customization of messages.

- Customer Mail File Development. Includes development of
specifications and procedures for record selection, file
clean-up programming, merge/purge and file verification.

- Verification/Quality Control. Includes development of
detailed procedures to ensure that counts are correct
(all records are accounted for), established procedures
are followed, all programming steps are verified and
exceptions are identified and properly handled.

MKP Quality Control. As MKP works to develop concepts and
strategies for our clients, MKP confirms that the concepts and strategies which
are developed can be properly executed. MKP adheres to strict quality control
procedures and uses numerous quality control/verification checks in this
process, including the following:

- Developing tape specifications and mail house
instructions (before tape is cut);

- Initial tape verification (immediately upon receipt of
tape);

- File clean-up verification;

- Merge/purge verification;

- Verification of programmed data, including copy block
assignment and line count;

- Account number verifications; and

- Verification of live laser proofs.

Data Management/Quality Control. MKP has significant experience in
developing systems for customizing data processing and programming verification
in order to ensure quality control integrity of each merger project. MKP
assembles and manages both internal and external resources in support of
large-scale, complex projects.

<PAGE> 6

BACKGROUND ON CONSULTING IN THE FINANCIAL SERVICES INDUSTRY

Consulting services currently provided to the financial services
industry are rendered by a diverse group of companies or firms, which range in
size from large firms which are divisions or subsidiaries of major accounting
firms or Fortune 100 companies to organizations which are smaller than us.

We believe that the recent increase of mergers and acquisitions in
the financial services industry has generated an increase in demand for related
consulting services. We believe this increased demand includes a trend towards
outsourcing certain services and a greater focus on product and sales analyses
and marketing and communications strategies used in connection with mergers and
business combinations. Further, we believe that the industry will continue to
consider alternative methods of analyzing the financial impact and competitive
position of its products and reduce in-house corporate functions which may be
more efficiently effectuated by outside resources.

CUSTOMERS

Our revenues historically have been generated from a limited number
of customers. For the year ended December 31, 1997, three customers of MKP
accounted for an aggregate of approximately 77% of our total revenues, with one
customer of MKP accounting for 48% of our total revenues. For the year ended
December 31, 1998, three customers of MKP accounted for an aggregate of
approximately 83% of our total revenues, with one customer of MKP accounting
for approximately 55% of our total revenues. For the year ended December 31,
1999, two customers of MKP accounted for approximately 92% of our total
revenues, with one customer accounting for approximately 75% of our total
revenues.

COMPETITION

Competition among enterprises which render merger communications
services and software products to financial institutions and other business
organizations is intense. Such services are generally rendered by a relatively
small number of specialized firms and require sophisticated and time critical
support services, such as data processing and printing which are sometimes (as
in the case of MKP) provided by outside firms. We face competition from other
companies that have greater financial resources, more technical personnel and
more extensive service capabilities than us. For example, MKP competes against
larger and more established companies such as Harte-Hanks Communication, Dimac
Corporation and Arthur Andersen Consulting.

We seek to distinguish our services from those of our competitors
based primarily upon the experience of our management in the financial services
industry.

There can be no assurances that we will be successful in our
efforts to distinguish our services in the marketplace.

<PAGE> 7

MARKETING

Susan Michaelson and Hillary Kelbick, the managing directors of
MKP, together with William F. Finley, the Company's chief financial officer,
are primarily responsible for marketing our services. In the past, we conducted
our marketing activities primarily through advertising in selected financial
institution trade media and at professional financial institution conventions.
We currently market our services primarily through direct sales calls, referral
business and personal contacts.

We market primarily to domestic and foreign banks. We believe that
there are approximately 500 banks in the United States engaged in activities
which could use the type of consulting services we provide. We also believe
that significant opportunities may exist for us to sell our services in Europe
and the Far East.

We also plan to explore expansion into merger communications for
other industries, such as the insurance and brokerage industries, as a means to
increase MKP's revenues and reduce its dependence on bank merger
communications.

We believe that our success is dependent upon our ability to
attract a steady flow of new customers, as well as new assignments from past
customers. The solicitation of new assignments from past customers has been and
is expected to be an integral part of our marketing strategy.

OUR EMPLOYEES

As of March 14, 2000, we have twenty full-time employees. We also
engage independent contractors and consultants from time to time in connection
with certain projects. As of March 14, 2000, we have three full-time and five
part-time consultants. We expect to employ additional personnel as needed in
connection with our operations. We believe that we have good relations with our
employees and independent contractors. None of our employees are part of a
collective bargaining arrangement.

RECENT DEVELOPMENT

On March 3, 2000, pursuant to an Agreement and Plan of Merger dated
as of February 23, 2000 among the Company, FPC Acquisition Corp., iMapData.com,
and the stockholders of iMapData.com, FPC Acquisition Corp. was merged into
iMapData.com in exchange for 1,000,000 shares of the Company's common stock. As
a result of the merger, iMapData.com has become a wholly owned subsidiary of
the Company. iMapData.com is a Washington, D.C.-based electronic database
information and proprietary Internet-based company.

HISTORY

We were incorporated in New York in August 1984 under the name
Performance Services Group, Inc. and changed our name to Financial Performance
Corporation in June 1986. In February 1990, we became insolvent and, as a
result, ceased our day-to-day operations. We were inactive from February 1990
to November 1992. We resumed operations in January 1993. In 1994, we began
implementing a business strategy of establishing subsidiary companies to engage
in related or complementary areas of the financial services industry. As a
result, together with certain of our affiliates, we formed several
subsidiaries,

<PAGE> 8

including MKP. The other subsidiaries are currently inactive. See "Item 6 -
Management's Discussion and Analysis of Financial Condition and Results of
Operations."

ITEM 2 -- DESCRIPTION OF PROPERTY

Our principal executive offices are located in New York City at 335
Madison Avenue, 8th Floor, New York, New York 10017. In October 1996, we
entered into a lease with Builtland Partners, covering approximately 11,142
square feet on the 8th floor at 335 Madison Avenue. This lease has a 10-year
term expiring in October 2006. The lease provides for a fixed minimum rent of
approximately $372,000 per year payable during the first five years of the term
and fixed minimum rent of approximately $420,000 per year payable during the
final five years of the term. Under the terms of the lease, our fixed minimum
rent obligations were abated from October 1996 through March 20, 1997 and for
the months of October, November and December in each of the first four years of
the lease term. Additionally, in September 1997, the landlord agreed to a
further one month abatement of fixed minimum rent. We will be required to pay
operating expense and real estate tax escalation payments as additional rent.
The landlord has paid or reimbursed us for approximately $500,000 of
construction and other related costs.

In December 1999, we entered into an additional lease with Sage
Realty Corporation covering the 30th floor at 777 Third Avenue, New York, New
York 10017. This lease has a 10-year term expiring January 1, 2010. The lease
provides for a fixed rent of $646,800 per year payable during the first five
years of the term and a fixed rent of $670,800 per year payable during the
final five years of the term. In December 1999, we entered into a License
Agreement with Modlin Haftel & Nathan LLP, granting Modlin Haftel & Nathan LLP
a license to use certain of the offices and common areas within these premises.
The license has a five year term expiring on December 31, 2004. Under the
license, Modlin Haftel & Nathan LLP will pay us an annual fee of $200,004 as
well as any additional costs with respect to additional services directly
attributable to the use of the premises by Modlin Haftel & Nathan LLP.

We believe that our facilities are well maintained, in good
condition and suitable for us to continue our operations in the foreseeable
future.

ITEM 3 -- LEGAL PROCEEDINGS

From time to time, we are a party to lawsuits that arise in the
conduct of our business. We are not a party to any legal proceedings which we
consider to be material to the business of the Company.

ITEM 4 -- SUBMISSION OF MATTERS TO A VOTE OF SECURITY-HOLDERS

The Company did not submit any matters to a vote of its
shareholders during the Company's fiscal year ended December 31, 1999.

<PAGE> 9

PART II

ITEM 5 -- MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

MARKET INFORMATION

Since November 1996, our common stock has traded on the OTC
Bulletin Board under the symbol "FPCX." The following table sets forth the
range of high and low bid prices as reported by the OTC Bulletin Board during
the calendar quarters set forth therein. We believe that these quotations
represent interdealer quotations, without adjustment for retail mark-up,
mark-down or commissions and may not represent actual transactions.

1998 HIGH LOW
---- ---- ---
<S> <C> <C>
1st Quarter.................................................................... 0.2813 0.1875
2nd Quarter.................................................................... 0.8125 0.1563
3rd Quarter.................................................................... 0.9688 0.2500
4th Quarter.................................................................... 1.3750 0.4375

<CAPTION>
1999 HIGH LOW
---- ---- ---
<S> <C> <C>
1st Quarter.................................................................... 1.8125 0.8750
2nd Quarter.................................................................... 1.2500 0.4400
3rd Quarter.................................................................... 0.5938 0.2813
4th Quarter ................................................................... 15.6250 0.3750

</TABLE>

As of March 14, 2000, we had approximately 173 shareholders of
record, which number excludes the number of beneficial owners whose share are
held in "streetname." We believe that a substantial number of shares of our
common stock are held in "streetname."

We have applied to have our common stock quoted on The Nasdaq
SmallCap Market. We can not assure you that our application will be approved,
or, if approved, that a liquid and active market on Nasdaq will develop, or be
sustained.

EQUITY SECURITIES ISSUED BY THE COMPANY

In November 1999, in connection with the purchase of the Company's
common stock from Robert Trump by Jeffrey Silverman and Ronald Nash, we named
Messrs. Silverman and Nash as directors of the Company and issued options to
purchase 1,000,000 shares of common stock, immediately exercisable at $0.43 per
share, to each of Jeffrey Silverman and Ronald Nash.

In December 1999, we issued to Richard Levy, a director of the
Company, 150,000 shares of common stock as compensation for services rendered
in connection with the transactions by and among Messrs. Trump, Silverman, Nash
and the Company. In December 1999, we issued to Joseph Bongiorno 50,000 shares
of common stock as compensation for services rendered in connection with the
transactions by and among Messrs. Trump, Silverman, Nash and the Company.

<PAGE> 10

On January 12, 2000, Mr. Silverman was named our Chairman and Chief
Executive Officer and Mr. Nash was named our President. In lieu of a salary for
the year 2000, Messrs. Silverman and Nash each accepted from the Company
five-year options to purchase an additional 1,000,000 shares of common stock
immediately exercisable at $14.50 per share.

DIVIDEND POLICY

To date, we have not paid any dividends on our common stock.
Whether we pay dividends in the future will be at the discretion of our Board
of Directors and will depend on our operating results, financial condition,
capital requirements and such other factors as our Board of Directors may deem
relevant.

ITEM 6 -- MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

OVERVIEW

We are a holding company that operates through its subsidiaries.
Through our subsidiary MKP, we provide communications consulting services to
the financial services industry, particularly with respect to communications
concerning mergers and other business combinations. In February 1998, we
changed our fiscal year end from September 30 to December 31.

Revenues. Our revenues historically have been derived from a
limited number of customers in the banking industry. For the year ended
December 31, 1997, three customers of MKP accounted for an aggregate of
approximately 77% of our total revenues, with one customer of MKP accounting
for 48% of our total revenues. For our fiscal year ended December 31, 1998,
three customers accounted for approximately 83% of our revenues, with one
customer accounting for approximately 55% of our total revenues. For our fiscal
year ended December 31, 1999, two customers of MKP accounted for approximately
92% of our total revenues, with one customer accounting for approximately 75%
of our total revenues. We anticipate that a substantial amount of our revenues
will continue to be concentrated from a limited number of customers. As a
result, our sales and operating results are subject to substantial variations
in any given year and from quarter to quarter. Our sales and net income (if
any) in a particular quarter may be lower than the sales and net income (if
any) for the comparable quarter in the prior year. In addition, sales and net
income (if any) in any particular quarter may not necessarily reflect our
results of operations for the full year. The loss of, or reduction in services
to, one or more of MKP's customers is likely to materially harm our business,
financial condition and results of operations.

Subsidiaries. Our consolidated financial statements include FPC and
our subsidiaries. All significant intercompany accounts and transactions have
been eliminated. During the five most recent fiscal years ended September 30,
1995 and 1996 and December 31, 1997, 1998, and 1999, MKP accounted for all of
our consolidated revenues.

Summary financial information concerning MKP, excluding
intercompany eliminations, as of December l31, 1999 and 1998, and for the years
then ended is as follows:

<PAGE> 11

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
----------------------
1999 1998
---- ----
<S> <C> <C>
Cash and cash equivalents............. $4,012,000 $5,910,000
Short-term investment................. 485,000 0
Accounts receivable................... 25,000 343,000
Other assets.......................... 256,000 281,000
Accounts payable...................... 517,000 2,478,000
Revenues.............................. 12,269,000 21,492,000
Operating costs....................... 11,360,000 19,312,000
Net Income............................ 905,000 1,999,000
</TABLE>

At December 31, 1999, we had net operating loss carryforwards of
approximately $3,000,000, which will expire in various years through and
including 2013. Certain provisions of the tax law may limit the net operating
loss carryforwards available for our use in the event of a significant change
in the ownership interest of the Company. In such case, our ability to offset
future taxable income with net operating loss carryforwards may be
substantially limited. At December 31, 1999, we had a deferred tax asset of
approximately $1,200,000. The deferred tax asset consists primarily of net
operating loss carryforwards and was fully offset by a valuation allowance of
the same amount.

The income tax expenses for the year ended December 31, 1999 of
$132,164 and for the year ended December 31, 1998 of $262,106, represent state
and local income taxes on the income of MKP.

The following analysis of the financial condition and results of
operations of the Company should be read in conjunction with our consolidated
financial statements appearing elsewhere in this report.

RESULTS OF OPERATIONS

FISCAL YEAR ENDED DECEMBER 31, 1999 AND DECEMBER 31, 1998

Revenues. Total revenues decreased by $9,222,800 or approximately
42.9% to $12,269,000 for the fiscal year ended December 31, 1999 from
$21,492,151 for the fiscal year ended December 31, 1998. This decrease was
attributable to a decrease in services provided by MKP during this period. The
decrease in services provided was primarily attributable to the decreased scope
of merger and other projects for which MKP was engaged during the fiscal year
ended December 31, 1999 and, to a lesser extent, variations arising from the
nature of MKP's business, based upon the different stages of merger
communications projects for which MKP was engaged during this period. MKP
generated 100% of the consolidated revenues of the Company for the fiscal year
ended December 31, 1999 and for the fiscal year ended December 31, 1998.

Cost of Revenues. Cost of revenues decreased by $5,836,925 or
approximately 39.4% to $8,986,701 for the fiscal year ended December 31, 1999
from $14,823,626 for the fiscal year

<PAGE> 12

ended December 31, 1998. This decrease was primarily attributable to the
decreased level of revenues of MKP during the fiscal year ended December 31,
1999.

Salaries and Related Expenses. Payroll expenses decreased by
$800,179 or approximately 35.8% to $1,435,179 for the fiscal year ended
December 31, 1999 from $2,235,358 for the fiscal year ended December 31, 1998.
This decrease was attributable primarily to the decreased bonus payments by MKP
to its managing directors during the fiscal year ended December 31, 1999
pursuant to the employment agreements between MKP and the managing directors,
as a result of decreased pre-tax net profit of MKP during the period.

Selling, General and Administrative Expenses. Selling, general and
administrative expenses increased by $396,321 or approximately 26.7% to
$1,883,190 for the fiscal year ended December 31, 1999 from $1,486,869 for the
fiscal year ended December 31, 1998. This increase was attributable principally
to an increase in general overhead expenses, including consulting fees,
insurance costs, professional fees and other administrative expenses.

Other Income (Expense). Other expense increased by $118,416 or
approximately 20.5% to $694,901 for the fiscal year ended December 31, 1999
from $576,485 for the fiscal year ended December 31, 1998. This increase was
primarily attributable to the write-off of the Company's investment in FPC
Information Corp.

Operating Income (Loss). Operating income decreased by $2,982,017
or approximately 101.2% to an operating loss of $35,719 for the fiscal year
ended December 31, 1999 compared to operating income of $2,946,298 for the
fiscal year ended December 31, 1998.

Net Income (Loss). Net income decreased by $2,970,491 or
approximately 140.9% to a net loss of $862,784 for the fiscal year ended
December 31, 1999 compared to net income of $2,107,707 for the fiscal year
ended December 31, 1998.

FISCAL YEAR ENDED DECEMBER 31, 1998 AND DECEMBER 31, 1997

Revenues. Revenues for the fiscal year ended December 31, 1998
increased by $13,108,984, or approximately 156.4%, to $21,492,151 from
$8,383,167 for the fiscal year ended December 31, 1997. This increase was
attributable to the increase in merger projects for which MKP was engaged
during this period. The amount of revenues generated from each of the merger
projects for which MKP is retained, as well as the cost of generating such
revenues, vary depending upon various factors, including the size of the merger
and the number of products and services offered by the merged entity. MKP
accounted for 100% of our consolidated revenues for the fiscal year ended
December 31, 1998 and the year ended December 31, 1997.

Cost of Revenues. Cost of revenues increased by $7,917,291, or
approximately 114.6%, to $14,823,626 for the fiscal year ended December 31,
1998 from $6,906,335 for the year ended December 31, 1997. This increase was
attributable primarily to the increased size of the merger projects for which
MKP was engaged during this period.

Salaries And Related Expenses. Payroll expenses increased by
$1,559,698, or approximately 230.8%, to $2,235,358 for the fiscal year ended
December 31, 1998 from $675,660 for the year ended December 31, 1997. This
increase was due primarily to increased levels of base salary and bonus
compensation paid to the managing directors of MKP as well as increased
compensation paid to other employees during this period.

<PAGE> 13

Selling, General And Administrative Expenses. Selling, general and
administrative expenses increased by $169,293, or approximately 12.8%, to
$1,486,869 for the fiscal year ended December 31, 1998 from $1,317,576 for the
year ended December 31, 1997. This increase reflects increased rental payments
required under the lease for our office space for this period.

Operating Income (Loss). Operating income was $2,946,298 for the
fiscal year ended December 31, 1998 as compared to an operating loss of
$516,404 for the year ended December 31, 1997. The increase in operating income
was due primarily to our increased revenues during this period.

Net Income (Loss). Net income was $2,107,707 for the fiscal year
ended December 31, 1998 as compared to a net loss of $550,738 for the year
ended December 31, 1997. The increase in net income was due primarily to our
increased revenues during this period.

LIQUIDITY AND CAPITAL RESOURCES

As of December 31, 1999, we had working capital (current assets
less current liabilities) of $4,021,738, stockholders' equity of $3,493,042 and
a working capital ratio (current assets to current liabilities) of
approximately 3.7:1, compared to working capital of $3,820,018, stockholders'
equity of $4,161,826 and a working capital ratio of 2.3:1 as of December 31,
1998. As of December 31, 1999 and 1998, we had cash and cash equivalents of
$4,179,179 and $6,287,148, respectively. However, we conduct our operations
through our subsidiaries and rely on cash payments from MKP to meet our
operating requirements.

For the fiscal year ended December 31, 1999, net cash used in our
operating activities was $1,636,518 compared to net cash provided by operating
activities of $4,329,565 for the fiscal year ended December 31, 1998. For the
fiscal years ended December 31, 1999, and December 31, 1998, we used $1,052,951
and $588,635 for investing activities, respectively. For the fiscal years ended
December 31, 1999 and December 31, 1998, net cash provided by the Company's
financing activities was $581,500 and $290,000, respectively.

As of December 31, 1999, we had no long-term debt. On December 12,
1999, Robert S. Trump, our principal shareholder, loaned us $500,000 on a
short-term basis. The loan provided for interest at the rate of 10% per year
and matured on February 15, 2000. On February 15, 2000, we repaid the entire
principal amount of the $500,000 loan to Mr. Trump.

As of December 31, 1999, we have made no material capital
commitments other than those related to non-cancelable operating leases for
office space and equipment. For the years ended December 31, 2000, 2001, 2002,
and 2003, our minimum payments in connection with these leases are
approximately $920,000, $932,000, $1,066,000 and $1,066,000 per year,
respectively. We expect to have sublease rental income of approximately
$200,000 in each such year.

Based on our current plan of operations, we anticipate that our
existing working capital and expected operating revenues will provide
sufficient working capital for the conduct of our business. However, there can
be no assurance that we will not require additional financing. Our capital
requirements depend on, among other things, whether we are successful in
continuing to generate revenues and income from MKP, whether we are successful
in generating revenues and income from iMapData.com, whether we continue to
identify

<PAGE> 14

appropriate acquisition candidates, our marketing efforts, competition, the
cost and availability of third-party financing.

We may also seek additional financing in connection with the
acquisition of one or more other entities or products (or rights related
thereto) or the consummation of other business combinations. If needed, we may
raise financing through additional equity offerings, joint ventures or other
collaborative relationships, borrowings and other transactions. We may seek
additional funding through any such transaction or a combination thereof. There
can be no assurance that additional financing will be available to us or, if
available, that such financing will be available on acceptable terms.

YEAR 2000

The Year 2000 issue is one where computer systems recognize the
designation "00" as 1900 instead of 2000, potentially resulting in system
failure or miscalculations. In recognition of this Year 2000 issue, commencing
in 1998, we initiated a comprehensive review of our information technology
systems, on which we are dependent for the conduct of our business operations,
as well as the computer hardware and software products, components and other
equipment supplied to us by third parties in order to determine the adequacy of
those systems in light of our future business requirements. We completed our
review in January 1999.

As a result of our review, we determined that our internal
financial software systems are adequate for our future business needs,
including Year 2000 compliance, and do not need to be replaced. The cost of our
Year 2000 efforts was immaterial. To date, we have not experienced any material
Year 2000 compliance problems relating to our internal financial software
systems or our other information technology systems, computer hardware,
software products and components or other equipment.

We have not assessed the Year 2000 readiness of any third parties
with whom we have relationships, such as our banking clients or vendors. Due to
our uncertainty of the Year 2000 readiness of these third parties, we cannot
determine whether the failure by one or more of these parties to be Year 2000
compliant will materially impact our business, financial condition or results
of operations. Through March 14, 2000, we have not experienced any material
Year 2000 compliance failures by any third parties.

If we or the third parties with which we have relationships were to
fail to meet Year 2000 requirements, we would likely encounter disruptions to
our business that could have a material adverse effect on our business,
financial position or results of operations. We could be materially and
adversely impacted by widespread economic or financial market disruption or by
Year 2000 computer system failures of third parties with which we have
relationships.

HOLDING COMPANY AND OPERATING SUBSIDIARIES

We conduct our operations through our subsidiaries. We have relied
on cash payments from MKP to, among other things, pay creditors, maintain
capital and meet our operating requirements. Under MKP's shareholders'
agreement, MKP is required to pay to FPC on a quarterly basis a management fee
equal to 30% of MKP's pre-tax earnings. In fiscal 1999 and 1998, MKP paid FPC
approximately $766,000 and $1,714,000, respectively. Regulations, legal
restrictions and contractual agreements could restrict any needed payments from
MKP, or in the future, other subsidiaries. If we are unable to receive cash
funds from MKP, or from any

<PAGE> 15

operating subsidiaries we may acquire in the future, our operations and
financial condition will be materially and adversely affected.

STOCK PRICE FLUCTUATIONS

The market price of our common stock has fluctuated significantly
and may be affected by our operating results, changes in our business and
management, changes in the industries in which we conduct business, and general
market and economic conditions. In addition, the stock markets in general have
recently experienced extreme price and volume fluctuations. These fluctuations
have affected stock prices of many companies without regard to their specific
operating performance. The price of our common stock may fluctuate
significantly in the future.

INFLATION

In general, we believe that we will be able to offset any
inflationary pressures by increasing operating efficiency, monitoring and
controlling expenses and increasing prices to the extent permitted by
competitive factors.

FORWARD-LOOKING STATEMENTS

Certain statements we make in this prospectus are "forward-looking
statements." You can identify these forward-looking statements by our use of
words such as "believes," "anticipates," "may," "intends," "expects," "plans,"
"proposed" and words of similar import. These forward-looking statements
involve known and unknown risks, uncertainties and other factors that may cause
actual results, performance or achievements or industry results to be
materially different from results, performance or achievements that we
expressed or implied by our forward-looking statements. These factors include:

- the continued services of Messrs. Silverman and Nash and Ms.
Kelbick and Ms. Michaelson of MKP;

- our ability to identify appropriate acquisition candidates,
complete such acquisitions and successfully integrate acquired
businesses;

- changes in our business strategies or development plans;

- competition;

- our anticipated growth within the banking and internet-related
industries;

- our ability to obtain sufficient financing to continue
operations; and

- general economic and business conditions, both nationally and
in the regions in which we operate.

Given these uncertainties, you should not place undue reliance on
our forward-looking statements. We disclaim any obligation to update these
factors or to publicly announce the result of any revisions to any of our
forward-looking statements contained in this Report to reflect future events or
developments.

<PAGE> 16

ITEM 7 -- FINANCIAL STATEMENTS

The audited consolidated financial statements of the Company for
the fiscal year ended December 31, 1999 and the year ended December 31, 1998
are set forth at the end of this Annual Report on Form 10-KSB and begin on page
F-1.

ITEM 8 -- CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

On January 18, 2000, the Company's board of directors appointed
Grant Thornton LLP as our certifying accountants, replacing Goldstein & Morris
(the "Former Accountants").

During our two most recent fiscal years and the subsequent interim
period through January 18, 2000, there were no disagreements with the Former
Accountants on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure, which disagreements, if
not resolved to the satisfaction of the Former Accountants, would have caused
them to make reference to the subject matter of the disagreement in their
report. None of the Former Accountants' reports on our financial statements for
either of the past two years contained an adverse opinion or disclaimer of
opinion, or was qualified or modified as to uncertainty, audit scope, or
accounting principles.

A letter from the Former Accountants dated January 18, 2000
addressed to the Securities and Exchange Commission, stating that they agree
with the foregoing, was filed as an Exhibit to the Company's Form 8-K dated
January 18, 2000.

<PAGE> 17

PART III

ITEM 9 -- DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
PERSONS; COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

DIRECTORS, EXECUTIVE OFFICERS AND KEY EMPLOYEES

The following table sets forth certain information, as
of March 14, 2000, concerning our directors, executive officers and key
employees:

<TABLE>
<CAPTION>
NAME Age POSITION
- ---- --- --------
<S> <C> <C>
Jeffrey S. Silverman............................................... 54 Chairman of the Board and Chief Executive
Officer
Ronald Nash........................................................ 55 President and Director
William F. Finley.................................................. 57 Chief Financial Officer and Director
Richard Levy....................................................... 63 Secretary and Director
Ottavio Serena..................................................... 46 Vice President and Director
William Lilley III ................................................ 62 Chairman of the Board of iMapData.com,
Inc. and Director
Laurence J. DeFranco .............................................. 40 President of iMapData.com, Inc.
Susan Michaelson................................................... 42 Managing Director of MKP
Hillary Kelbick.................................................... 42 Managing Director of MKP
</TABLE>

The business experience of each of the directors, executive
officers and key employees of the Company for at least the most recent five
years includes the following:

Jeffrey S. Silverman has served as the Chairman of the Board and
Chief Executive Officer of the Company since January 2000 and a director of the
Company since November 1999. Mr. Silverman is co-founder and has served as
Chairman of LTS Capital Partners, LLC, an investment firm, since 1997. Mr.
Silverman has served as a director of Triarc Companies Inc. since 1999 and a
director of Boyar Value Fund Inc. since 1998. From June 1982 to August 1997,
Mr. Silverman was Chief Executive Officer of PLY GEM Industries, Inc., a home
improvement building products supplier, and served as a director of PLY GEM
from 1981 until August 1997, becoming its Chairman of the Board in February
1986. Mr. Silverman has a Bachelor of Science Degree in finance from Long
Island University.

Ronald Nash has served as the President of the Company since
January 2000 and as a director of the Company since November 1999. From 1998
to 1999, Mr. Nash served as President and Chief Executive Officer of Network
Consulting, Inc. which is actively engaged in both private and public financial
markets. Mr. Nash founded and from 1982 to 1998 was the President of Nash
Weiss & Co, a brokerage firm specializing in market making for Nasdaq
companies, which was sold to Quick & Reilly in 1998. Mr. Nash is also a
founder and director of Steinberg & Lyman Investment Bankers. Mr. Nash has a
Bachelor's Degree in Business and Finance from Pace University. Mr. Nash is a
member of the Dean's Committee for International Development at the John F.
Kennedy School at Harvard University.

<PAGE> 18

William F. Finley is the founder of the Company and served as its
President and Chief Executive Officer and Chairman of the Board since its
inception in 1984 until January 2000, and has served as its Chief Financial
Officer since December 1987 to present. From 1978 through 1984, Mr. Finley
served as Vice President-Corporate Banking and Manager of a consulting services
group known as the Performance Services Department of Marine Midland Bank, N.A.
Prior thereto, from 1971 to 1978, Mr. Finley held the position of
Personnel-Training Director at Irving Trust Company. From 1969 to 1971, Mr.
Finley was employed in the Corporate and Management Development Department at
Chase Manhattan Bank. Mr. Finley has a Masters Degree in Business
Administration from New York University and a Bachelors of Arts Degree in
Psychology and Sociology from Miami University (Ohio). Mr. Finley is the
husband of Susan Michaelson, one of the two Managing Directors of MKP.

Richard Levy has served as a director of the Company since April
1994. Since March 1998, Mr. Levy has been a Senior Vice President with Tishman
Real Estate Services, a real estate consulting and brokerage firm. Until March
1998, Mr. Levy was a Senior Director at Cushman & Wakefield, Inc., a real
estate consulting and brokerage firm, and was employed by such firm for more
than 38 years. Mr. Levy is also a director of Mascott Corporation, a
restaurant and catering company. Mr. Levy attended Muhlenberg College and
Columbia University.

Ottavio Serena has served as a director of the Company since
October 1998 and Vice President since November 1999. Mr. Serena has been a
consultant with Citicorp Venture Capital, a leveraged buy-out firm, since 1993.
From 1993 to 1997, he was also President and Director of Galaxy Energy USA, a
privately-held oil trading company based in Houston, Texas. From 1991 to 1993,
Mr. Serena served as interim Chairman and Director of RES Associates, a
Citicorp Venture Capital portfolio company. From 1987 to 1993 he was a Managing
Director and co-founder of The Lynx Partners, an investment banking firm based
in New York specializing in mergers and acquisitions, buy-outs and corporate
finance for both U.S. and European companies. From 1982 to 1987, Mr. Serena was
a Vice President for Bankers Trust Company responsible for corporate financing
activities for large multinational companies. From 1977 to 1982, Mr. Serena was
a management trainee and then an Assistant Treasurer for J. P. Morgan. Mr.
Serena has a graduate degree in business and economics from the University of
Rome. Mr. Serena is a member of the Advisory Board of the American Museum of
Natural History.

William Lilley III is a co-founder of iMapData.com. Mr. Lilley has
been Chairman and Chief Executive Officer of iMapData.com since it was founded
in 1992 and was Chairman and CEO of InContext, Inc., a District of Columbia
corporation, prior to its reincorporation in Delaware as iMapData.com. From
1980 to 1986, Mr. Lilley was Senior Vice President, Corporate Affairs, of CBS
Inc. From 1977 to 1978, he served as Staff Director of the Budget Committee for
the U.S. House of Representatives and from 1975 to 1977 he served as Director
of the U.S. Council on Wage and Price Stability. He received his Ph.D. from
Yale University and taught at Yale. Mr. Lilley is also the president of Policy
Communications, Inc. a wholly owned subsidiary of iMapData.com. Mr. Lilley.
Mr. Lilley has served as a director of the Company since March 2000.

Laurence J. DeFranco is a co-founder of iMapData.com. Mr. DeFranco
has been President of iMapData.com since it was founded in 1992 and was
President and COO of InContext, Inc., prior to is reincorporation in Delaware
as iMapData.com. From 1982 to 1996, Mr. DeFranco was president of Program Flow,
Inc., a computer software, research and consulting firm he founded that is a
wholly owned subsidiary of iMapData.com. From 1981 to 1982, he worked for CBS
Inc. as head of the New Technologies Task Force.

<PAGE> 19

Susan Michaelson is one of the co-founders of MKP, together with
Hillary Kelbick, and the Company. She has been a Managing Director of MKP
since its inception in October 1994. From 1990 to 1994, Ms. Michaelson served
as Senior Vice President at Wilcox Associates. From 1986 to 1990, Ms.
Michaelson was also a Senior Vice President of the Company. Ms. Michaelson is
the wife of William F. Finley, Chief Financial Officer of the Company. Ms.
Michaelson holds a Bachelor of Arts Degree from Syracuse University.

Hillary Kelbick is one of the co-founders of MKP, together with
Susan Michaelson, and the Company. She has been a Managing Director of MKP
since its inception in October 1994. From 1982 to 1994, Ms. Kelbick served as
Senior Vice President at Wilcox Associates. Ms. Kelbick holds a Bachelor of
Arts Degree from SUNY Albany.

There are currently six members on the Board of Directors. Our
certificate of incorporation and by-laws authorize the Board of Directors to
fix the number of authorized directors. Our by-laws provide that directors are
to be elected annually by the shareholders and hold office until the next
annual meeting and until their respective successors are elected and qualified.
Our most recent annual meeting of shareholders was held in August 1996.

In connection with the purchase of shares of the Company's common
stock by Messrs. Silverman and Nash from Mr. Trump in November 1999, we entered
into a Stockholders Agreement dated as of November 17, 1999 with Messrs.
Silverman, Nash and Robert S. Trump. Under the Stockholders Agreement, these
stockholders agreed that as long as Mr. Silverman holds more than 500,000
shares of the Company's common stock, Mr. Silverman will have the right to
designate himself or another individual as a nominee for election as a director
of the Company, and that as long as Mr. Nash holds more than 500,000 shares of
the Company's common stock, Mr. Nash will have the right to designate himself
or another individual as a nominee for election as a director of the Company.
In addition, Mr. Trump agreed to vote all of the shares of common stock
beneficially owned by him in favor of the election of the Silverman and Nash
designees. In addition, under the Stockholders Agreement, Mr. Trump agreed not
to vote his shares in favor of any of the following actions without the written
consent of Mr. Silverman for so long as Mr. Silverman owns at least 500,000
shares of common stock, or Mr. Nash for so long as Mr. Nash owns at least
500,000 shares of common stock: (i) the making, alteration, amendment or repeal
of the certificate of incorporation or any part thereof, or the making,
alteration, amendment or repeal of the by-laws or any part thereof, of the
Company or any of its subsidiaries; (ii) the sale of all or substantially all
of the assets of the Company or any of its subsidiaries in any one transaction
or series of related transactions; (iii) the merger, consolidation or other
business combination of the Company or any of its subsidiaries with or into any
other person or entity or a statutory share exchange between the Company or any
of its subsidiaries and any other person or entity; (iv) the liquidation,
dissolution or winding up of the Company or any of its subsidiaries; or (v) the
entering into of any contract, agreement or commitment to do, the
authorization, approval, ratification or confirmation of, or the delegation of
the power to act on behalf of the Company or the Board of Directors in respect
of, any of the foregoing actions. See "Item 12 -Certain Relationships and
Related Transaction."

Executive officers are elected by the Board of Directors and hold
office until their respective successors are elected and qualified. We have
employment agreements with each of Mr. William F. Finley, Ms. Susan Michaelson
and Ms. Hillary Kelbick. Other than Mr. Finley and Ms. Michaelson, who are
married, there are no family relationships among directors, executive officers
and key employees.

<PAGE> 20

LIMITATION ON PERSONAL LIABILITY; INDEMNIFICATION

The Company's Certificate of Incorporation and By-Laws contain
provisions exculpating the Company's directors from personal liability for
actions taken or omitted to be taken by them in connection with their
positions, with limited exceptions. The Company's By-Laws also contain
provisions which require the Company to indemnify current and former officers
and directors for any judgments, fines, amounts paid in settlement or
reasonable attorneys' fees incurred in the defense of certain actions and
proceedings to the fullest extent permitted under New York law. Insofar as
indemnification for liabilities arising under the Securities Act of 1933, as
amended, may be permitted to directors, officers and controlling persons of the
Company pursuant to the foregoing provisions or otherwise, the Company has been
advised that in the opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable.

COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934

The Securities and Exchange Commission (the "Commission") has
comprehensive rules relating to the reporting of securities transactions by
directors, officers and stockholders who beneficially own more than 10% of the
Company's Common Stock (collectively, the "Reporting Persons"). Based solely on
a review of Section 16 reports received by the Company from Reporting Persons,
the Company believes that no Reporting Person has failed to file a Section 16
report on a timely basis during the most recent fiscal year, other than Mr.
Levy (who failed to file a Form 4 in December 1999), Mr. Finley (who failed to
file a Form 4 in December 1999) and Mr. Lilley (who filed a Form 3 late).

CONSULTING AGREEMENT

In November 1996, we entered into a two-year, non-exclusive
advisory agreement with Van Kasper & Company ("Van Kasper"). Pursuant to the
terms of the agreement, we issued Van Kasper a three-year warrant to purchase
150,000 shares of Common Stock with an exercise price of $0.50 per share. This
warrant was exercised in November 1999. The shares of Common Stock issued upon
exercise of the warrant are not registered and are therefore deemed to be
"restricted securities." Under the agreement, Van Kasper was obligated to
provide general corporate advice to the Company, including advice in connection
with developing relationships with analysts and market-makers and advice on
investor presentations. See "Item 5 -- Market for Common Equity and Related
Stockholder Matters" and "Item 12 -- Certain Relationships and Related
Transactions -- Transactions with Directors and Executive Officers."

ITEM 10 -- EXECUTIVE COMPENSATION

The following table summarizes, for the fiscal years ended December
31, 1999, December 31, 1998 and September 30, 1997, the compensation paid by
the Company to the Chief Executive Officer and to each other executive officer
whose total annual salary and bonus exceeded $100,000 for services rendered in
all capacities to the Company (the "named executive officers"). See
"--Employment Agreements."

<PAGE> 21

<TABLE>
<CAPTION>
Long-Term
Compensation
Annual Compensation Awards/
Name and Fiscal ------------------- Other Annual Options
Principal Position Year(1) Salary($) Bonus($) Compensation Warrants(#)
- ------------------ ------- --------- -------- ------------ -----------
<S> <C> <C> <C> <C> <C>
William F. Finley(2)(3)
Chief Executive Officer.................. 1999 $250,000 $287,500(2) $18,100(9) --
1998 $187,000 $100,000(6) $18,480(10) --
1997 $150,000 - $14,534(11) --
Susan Michaelson(3)(4)
Managing Director of MKP................. 1999 $250,000 $383,000(7) $18,100(9) --
1998 $169,000 $857,000(8) $18,480(10) --
1997 $160,000 $141,500 $15,500(12) --
Hillary Kelbick(5)
Managing Director of MKP................. 1999 $250,000 $383,000(7) $18,100(9) --
1998 $169,000 $857,000(8) $18,480(10) --
1997 $160,000 $141,500 $15,500(12) --
</TABLE>

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

(1) In February 1998, we changed our fiscal year end from September 30
to December 31.

(2) Effective as of October 1, 1997, we entered into a new employment
agreement with Mr. Finley for a period of three years providing
for an annual salary of $150,000. In November 1997, the Board of
Directors voted to grant Mr. Finley a bonus of $100,000. Effective
as of October 1, 1998, we entered into a revised employment
agreement with Mr. Finley providing for an increase in Mr.
Finley's annual salary to $250,000 and containing revised
provisions concerning change of control, termination of employment
and other matters. On November 17, 1999, we entered into an
amended and restated employment agreement with Mr. Finley, the
terms of which include an annual salary of $250,000 upon entering
into the new agreement, we paid Mr. Finley $250,000 and issued to
him 100,000 shares of common stock. The value of the shares issued
to Mr. Finley was $37,500, based on the closing sale price of the
common stock as reported on the OTC Bulletin Board on November 17,
1999, which was $0.375 per share. See "--Employment Agreements."

(3) Susan Michaelson is the wife of William F. Finley, our Chief
Financial Officer.

(4) Effective as of September 11, 1997, MKP entered into a new
employment agreement with Ms. Michaelson for a period of three
years providing for an annual salary of $150,000. Effective as of
October 1, 1998, MKP entered into a revised employment agreement
with Ms. Michaelson providing for an increase in Ms. Michaelson's
annual salary to $250,000 and containing revised provisions
concerning change of control, termination of employment and other
matters. On November 16, 1999, Ms. Michaelson entered into a
revised employment agreement with MKP. See "--Employment
Agreements."

(5) Effective as of September 11, 1997, MKP entered into a new
employment agreement with Ms. Kelbick for a period of three years
providing for an annual salary of $150,000.

<PAGE> 22

Effective as of October 1, 1998, MKP entered into a revised
employment agreement with Ms. Kelbick providing for an increase in
Ms. Kelbick's annual salary to $250,000 and containing revised
provisions concerning change of control, termination of employment
and other matters. On November 16, 1999, Ms. Kelbick entered into
a revised employment agreement with MKP. See "--Employment
Agreements."

(6) This bonus was authorized by the Board of Directors during our
fiscal year ended September 30, 1997, but was not paid until our
fiscal year ended December 31, 1998.

(7) This amount represents the bonus earned in the fiscal year ended
December 31, 1999. The total amount of bonus actually paid during
our fiscal year ended December 31, 1999 was $716,000, which
includes the bonus earned during the first three quarters of 1999
and the fourth quarter of 1998 and excludes the amount of bonus
earned during the fourth quarter of 1999, which was paid in the
first quarter of 2000.

(8) This amount represents the bonus earned in the fiscal year ended
December 31, 1998. The total amount of bonus actually paid during
our fiscal year ended December 31, 1998 was $627,000, which
includes the bonus earned during the first three quarters of 1998
and the fourth quarter of 1997 and excludes the amount of bonus
earned during the fourth quarter of 1998, which was paid in the
first quarter of 1999.

(9) For the year ended December 31, 1999, we contributed an aggregate
of $18,100 for such executive under our 401(k) and profit sharing
plan. See "--Pension Plan".

(10) For the year ended December 31, 1998, we contributed an aggregate
of $18,480 for such executive under our 401(k) and profit sharing
plan. See "--Pension Plan".

(11) For the year ended September 30, 1997, we contributed an aggregate
of $14,534 for such executive under our 401(k) and profit sharing
plan. See "--Pension Plan".

(12) For the year ended September 30, 1997, we contributed an aggregate
of approximately $15,500 for such person under our 401(k) and
profit sharing plan. See "--Pension Plan."

STOCK OPTION AND WARRANT GRANTS IN 1999

We did not issue any options or warrants to any of our named
executive officers during the fiscal year ended December 31, 1999. However, in
November 1999, in connection with the purchase of the Company's common stock
from Robert Trump by Jeffrey Silverman and Ronald Nash, we named Messrs.
Silverman and Nash as directors of the Company and issued options to purchase
1,000,000 shares of common stock, immediately exercisable at $0.43 per share,
to each of Jeffrey Silverman and Ronald Nash. On January 12, 2000, Mr.
Silverman was named our Chairman and Chief Executive Officer and Mr. Nash was
named our President. In lieu of a salary for the year 2000, Messrs. Silverman
and Nash each accepted from the Company five-year options to purchase an
additional 1,000,000 shares of common stock immediately exercisable at $14.50
per share.

For a description of material transactions that we entered into
with our principal stockholders, executive officers and directors during the
Company's fiscal years ended December 31, 1998 and December 31, 1999, See "
Item 12- Certain Relationships and Related Transactions".

<PAGE> 23

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES

No options or warrants were exercised by any named executive
officer during the fiscal year ended December 31, 1999. The following table
sets forth information, as of December 31, 1999, concerning the number of
shares issuable as to exercisable and non-exercisable options or warrants and
the value of "in the money" options and warrants held by our named executive
officers as of December 31, 1999.

NUMBER OF UNEXERCISED VALUE OF UNEXERCISED
OPTIONS/WARRANTS AT OPTIONS/WARRANTS AT
FISCAL YEAR-END FISCAL YEAR-END(1)
--------------- ------------------
NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C>
William F. Finley............................ 400,000 -- $5,150,000 --
Susan Michaelson............................. 200,000 -- $2,525,000 --
Hillary Kelbick.............................. 200,000 -- $2,525,000 --
</TABLE>

(1) The value of exercisable options and warrants is based on the
closing sale price of the common stock as reported on the OTC
Bulletin Board on December 31, 1999, which was $13.625 per
share, minus the exercise price of the option or warrant, as the
case may be. As of March 14, 2000, the closing price of our
common stock was $10.50 per share.

COMPENSATION OF DIRECTORS

We do not have a standard arrangement relating to the compensation
of our directors. Historically, directors have been compensated for their
services and attendance at meetings through the grant of options and warrants
to purchase shares of common stock. Directors who are also officers of the
Company are not paid any monetary compensation for attendance at directors'
meetings or for attending or participating in any committee meetings. See
"Certain Relationships and Related Transactions - Particularly with Directors
and Executive Officers."

We did not issue any options or warrants as compensation for
services as a director during the fiscal year ended December 31, 1999. However,
in November 1999, in connection with certain transactions involving the Company
and Jeffrey Silverman, Ronald Nash, Robert Trump and William Finley, we named
Jeffrey Silverman and Ronald Nash as directors of the Company and issued
options to purchase 1,000,000 shares of common stock, immediately exercisable
at $0.43 per share, to each of Jeffrey Silverman and Ronald Nash. On January
12, 2000, Mr. Silverman was named our Chairman and Chief Executive Officer and
Mr. Nash was named our President. In lieu of a salary for the year 2000,
Messrs. Silverman and Nash each accepted from the Company five-year options to
purchase an additional 1,000,000 shares of common stock immediately exercisable
at $14.50 per share. Additionally, in December 1999, we issued 150,000 shares
of stock to our director, Richard Levy, in connection with the transactions by
and among the Company and Messrs. Silverman, Nash, Trump and Finley. See "Item
12 - Certain Relationships and Related Transactions".

<PAGE> 24

EMPLOYMENT AGREEMENTS

William F. Finley. On September 1, 1995, we entered into a
five-year employment agreement with Mr. Finley. Under the agreement, Mr.
Finley's initial annual salary was $125,000, subject to increases as determined
by our Board of Directors. Mr. Finley's salary was subsequently increased
through a series of revised employment agreements to its current level of
$250,000 per year.

On November 17, 1999, we entered into an employment agreement with
Mr. Finley which amended and restated the Amended and Restated Executive
Employment Agreement dated April 21, 1999 between the Company and Mr. Finley.
Under the terms of the new employment agreement, the Company will continue to
pay Mr. Finley a base salary of $250,000 per annum. In addition, the new
employment agreement extends the term of Mr. Finley's employment to December
31, 2000 and eliminates our obligation to make penalty payments for non-renewal
of the employment agreement. We paid Mr. Finley $250,000 upon execution of the
new employment agreement and issued to him 100,000 shares of common stock. The
new employment agreement also eliminates Mr. Finley's right to terminate his
employment and receive payment upon a change of control. If we terminate Mr.
Finley's employment, other than for cause or by death or disability, or if Mr.
Finley terminates his employment for Good Reason (as defined in the agreement),
Mr. Finley is entitled to his annual base salary through the end of the term
payable in one lump sum, and may "put" all of the shares (including shares
underlying options, warrants and other convertible securities) then owned by
him to the Company at a per share price equal to the fair market value. The new
employment agreement eliminates provisions for bonus payments and the right to
receive stock upon our termination of Mr. Finley's employment (other than for
cause or by death or disability) or Mr. Finley's termination of his employment
for Good Reason (as defined in the agreement).

On January 12, 2000, Mr. Finley's employment agreement was amended
to reflect that Mr. Finley would no longer continue to serve as the Chief
Executive Officer or Chairman of the Board of FPC but would continue in his
capacities as Chief Financial Officer of FPC and President of FPC Information
Corp.

Susan Michaelson and Hillary Kelbick. In October 1994, MKP entered
into executive employment agreements with each of Ms. Michaelson and Ms.
Kelbick for a term of three years ending on October 17, 1997. Under the terms
of the agreements, the initial annual salary of each of Ms. Michaelson and Ms.
Kelbick was $80,000. The annual base salary payable to each of Ms. Michaelson
and Ms. Kelbick was subsequently increased through a series of revised
employment agreements to the current level of $250,000 per year.

On November 16, 1999, Ms. Michaelson and Ms. Kelbick each entered
into a Restated and Amended Managing Directors' Agreement with MKP. The
employment agreements with each of Ms. Michaelson and Ms. Kelbick expire on
September 10, 2000, subject to renewal. The annual base salary payable to each
of Ms. Michaelson and Ms. Kelbick is subject to periodic increases to be
determined by MKP's Board of Directors. The employment agreements also provide
for an annual incentive compensation payment for each of Ms. Michaelson and Ms.
Kelbick equal to a percentage, determined annually by MKP's Board of Directors
(not to exceed 30% in the aggregate for both Ms. Michaelson and Ms. Kelbick),
of the net income before taxes of MKP. For the year ended December 31, 1998,
Ms. Michaelson and Ms. Kelbick each received approximately $627,000 under the
incentive program. Ms. Michaelson and Ms. Kelbick have the option to receive
bonus payments in cash, in stock of FPC or a combination of stock and cash.

<PAGE> 25

If, at the expiration of the term, MKP elects not to renew the
respective employment agreements of Ms. Michaelson or Ms. Kelbick, that
employee will be entitled to receive a severance payment in the amount of
$350,000. If either Ms. Michaelson or Ms. Kelbick elects not to renew her
respective employment agreement with MKP at the expiration of the term, the
respective employee will be entitled to receive a severance payment of
$250,000.

Under the agreements, each managing director may terminate her
employment due to a change of control of MKP or the Company which shall have
been in effect for a period of at least ninety (90) consecutive days, but only
if at any time within six months of the date of the Restated and Amended
Managing Director's Agreement, the managing director is unable to work
harmoniously and effectively with the personnel constituting the new management
of MKP or the Company resulting from such change of control, and only to the
extent that such inability relates to matters solely in relation to the
management and operations of MKP.

MKP Shareholders Agreement. Effective as of October 1, 1998, the
Shareholders Agreement among FPC, MKP, Susan Michaelson and Hillary Kelbick was
amended to provide, among other things, that in the event of the termination of
the employment of either Ms. Michaelson or Ms. Kelbick for any reason, the
respective employee has the right to require MKP to purchase all of the shares
of stock of MKP owned by such employee for an amount equal to the "cash value"
of such stock (i.e., the amount of cash and cash equivalents less accounts
payable and other short term liabilities, all as reflected on MKP's then
current balance sheet, multiplied by the percentage equity ownership in MKP
represented by the stock of MKP owned by such employee). If this right is not
exercised by the employee, then MKP will have the option to purchase such
employee's stock in MKP at the "fair market value" thereof as provided in the
original Shareholders Agreement.

On November 16, 1999, Financial Performance Corporation, MKP, Susan
Michaelson and Hillary Kelbick entered into the First Amendment to the Restated
and Amended Shareholders Agreement. Under the Amendment, Ms. Michaelson and Ms.
Kelbick each have the option to require MKP to purchase all of her stock of MKP
at the cash value (as defined in the First Amendment) of such stock in the
event of the termination of her employment, provided, however, that if MKP
terminates Ms. Michaelson or Ms. Kelbick for cause, MKP will only be required
to pay fifty percent (50%) of the cash value of the stock. If either Ms.
Michaelson or Ms. Kelbick does not exercise her right to have MKP purchase her
stock, MKP has the option to purchase such stock at the "agreed value" (as
defined in the Shareholders Agreement).

PENSION PLAN

In January 1997, we established a 401(k) salary deferred benefit
plan covering substantially all employees who meet certain requirements. The
plan requires us to make contributions equal to one-half of each participant's
elected contribution, up to a maximum of 3% of each participant's elected
contribution percentage. In September 1997, we amended the 401(k) plan to
provide a provision for discretionary profit sharing plan contributions. Total
contributions under the plan (401(k) and profit sharing) were approximately
$127,000 for the year ended December 31, 1998 and approximately $120,174 for
the year ended December 31, 1999.

<PAGE> 26

ITEM 11 -- SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth, as of March 14, 2000, certain
information regarding the beneficial ownership of common stock by (i) each
person who is known to us to be the beneficial owner of more than 5% of the
common stock, (ii) each of our directors and executive officers (and key
employees), (iii) each of our "named executive officers" as determined in
accordance with the rules and regulations of the SEC, and (iv) all directors,
executive officers and key employees of the Company as a group. The following
information is based in part upon data furnished by the persons indicated
below:

<TABLE>
<CAPTION>
Number of Shares
Name and Address of Beneficial Owner Beneficially Percent of Class(1)
- ------------------------------------ ------------ -------------------
Owned(1)
--------
<S> <C> <C>
Robert S. Trump(2)................................................ 4,506,422 41.3%

Jeffrey S. Silverman(3)............................................ 3,850,000 29.8%

Ronald Nash(4)..................................................... 3,840,000 29.7%

William F. Finley(5)............................................... 718,000 6.2%

Richard S. Levy(6)................................................ 368,000 3.3%

Ottavio Serena(7).................................................. 250,000 2.2%

Susan Michaelson(8)................................................ 218,000 2.0%

Hillary Kelbick(9)................................................. 225,000 2.0%

William Lilley III................................................. 500,000 4.6%

Laurence DeFranco.................................................. 500,000 4.6%

All directors, executive officers and
key employees as a group (9 persons)............................... 12,257,422 75.8%
</TABLE>

(1) Based upon an aggregate of 10,921,534 shares of common stock
outstanding as of the March 14, 2000, plus, for each listed
beneficial owner, the number of shares which such person has
the right to acquire within 60 days of the date of this report.

<PAGE> 27

(2) Includes: (i) 2,006,422 shares of common stock; and (ii) 2,500,000
shares of common stock subject to the Trump Options held by Mr.
Silverman and Mr. Nash. Mr. Silverman is deemed to beneficially own
1,250,000 shares underlying the Trump Options and Mr. Nash is deemed to
beneficially own 1,250,000 shares underlying the Trump Options. Mr.
Trump has sole dispositive power and may be deemed to share voting power
with respect to the 2,006,422 shares beneficially owned by him, and may
be deemed to share voting power and, under certain circumstances,
dispositive power with respect to the 2,500,000 shares subject to Trump
Options by reason of the agreements relating to the Trump Options and
the Stockholders Agreement by and among the Company and Messrs. Trump,
Silverman and Nash. The address of Mr. Trump is c/o Trump Management,
Inc., 2611 West Second Street, Brooklyn, New York 11223. See "Item 12 -
Certain Relationships and Related Transactions--Transactions with
Principal Stockholders."

(3) Includes: (i) 600,000 shares of common stock; (ii) options to purchase
1,000,000 shares of common stock from the Company, exercisable until
November 17, 2004 at $.43 per share; (iii) options to purchase 1,000,000
shares of common stock from the Company, exercisable until January 12,
2005 at $14.50 per share; (iv) options to purchase 500,000 shares of
common stock from Robert S. Trump, exercisable until November 17, 2001
at $.8125 per share; (v) options to purchase 500,000 shares of common
stock from Mr. Trump, exercisable until November 17, 2002 at $1.3125 per
share; and (vi) options to purchase 250,000 shares of common stock from
Mr. Trump, exercisable until November 17, 2002 at $5.00 per share. Mr.
Silverman may be deemed to share voting power and dispositive power with
respect to the 1,250,000 shares underlying his Trump Options by reason
of the agreements relating to the Trump Options and the Stockholders
Agreement by and among the Company and Messrs. Trump, Silverman and
Nash. Mr. Silverman may be deemed to share voting power and, under
certain circumstances, dispositive power over the shares of common stock
owned by Mr. Trump. Mr. Silverman expressly disclaims beneficial
ownership, by reason of the Stockholders Agreement, of the common stock
owned by Mr. Trump. The business address of Mr. Silverman is c/o
Financial Performance Corporation, 777 Third Avenue, New York, NY 10017.
See "Item 12 - Certain Relationships and Related Transactions --
Transactions with Principal Stockholders."

(4) Includes: (i) 590,000 shares of common stock; (ii) options to purchase
1,000,000 shares of common stock from the Company, exercisable until
November 17, 2004 at $.43 per share; (iii) options to purchase 500,000
shares of common stock from Mr. Trump, exercisable until November 17,
2001 at $.8125 per share; (iv) options to purchase 500,000 shares of
common stock from Mr. Trump, exercisable until November 17, 2002 at
$1.3125 per share; and (v) options to purchase 250,000 shares of common
stock from Mr. Trump, exercisable until November 17, 2002 at $5.00 per
share. Mr. Nash may be deemed to share voting and dispositive power
with respect to the 1,250,000 shares underlying his Trump Options, by
reason of the agreements relating to the Trump Options and the
Stockholders Agreement by and among our Company and Messrs. Trump,
Silverman and Nash. Mr. Nash may be deemed to share voting power and,
under certain circumstances, dispositive power over the shares of common
stock owned by Mr. Trump. Mr. Nash expressly disclaims beneficial
ownership, by reason of the Stockholders Agreement, of the common stock
owned by Mr. Trump. The business address of Mr. Nash is c/o Financial
Performance Corporation, 777 Third Avenue, New York, NY 10017. See
"Item 12 - Certain Relationships and Related Transactions --
Transactions with Principal Stockholders."

<PAGE> 28

(5) Includes: (i) 100,000 shares of common stock (ii) 200,000 shares
issuable upon the exercise of warrants granted on September 15, 1995;
and (iii) 200,000 shares issuable upon the exercise of warrants granted
on September 16, 1996. Also includes: (i) 18,000 shares of common stock
held by Susan Michaelson; and (ii) 200,000 shares issuable upon the
exercise of warrants granted to Ms. Michaelson, which securities Mr.
Finley may be deemed to beneficially own. Ms. Michaelson is the wife of
Mr. Finley and a Managing Director and 10% stockholder of MKP. Mr.
Finley disclaims beneficial ownership of the shares owned by his wife.
The business address of Mr. Finley is c/o Financial Performance
Corporation, 335 Madison Avenue, New York, New York 10017.

(6) Includes: (i) 168,000 shares of common stock; (ii) 50,000 shares
issuable upon the exercise of warrants granted to Mr. Levy on September
16, 1996, (iii) 50,000 shares issuable upon the exercise of warrants
granted to Mr. Levy on December 29, 1997 and (iv) 100,000 shares
issuable upon the exercise of warrants granted to Mr. Levy on October
21, 1998. The business address of Mr. Levy is c/o Tishman Real Estate
Services, 40 Wall Street, New York, New York 10005.

(7) Includes 200,000 shares issuable upon the exercise of warrants granted
to Mr. Serena on October 21, 1998. Also includes 50,000 shares of
common stock issuable upon the exercise of warrants granted to Mr.
Serena's wife, Charlotte Tuck, which securities Mr. Serena may be deemed
to beneficially own. Mr. Serena disclaims beneficial ownership of the
shares owned by his wife. The business address of Mr. Serena is 399
Park Avenue, 14th Floor, New York, New York 10043.

(8) Includes: (i) 18,000 shares of common stock; and (ii) 200,000 shares
issuable upon the exercise of warrants granted on September 16, 1996.
Does not include any securities of the Company owned by Ms. Michaelson's
husband, William F. Finley, our Chief Financial Officer. Ms. Michaelson
disclaims beneficial ownership of the shares beneficially owned by her
husband. The business address of Ms. Michaelson is c/o Michaelson
Kelbick Partners Inc., 335 Madison Avenue, New York, New York 10017.

(9) Includes: (i) 25,000 shares of common stock; and (ii) 200,000 shares
issuable upon the exercise of warrants granted to Ms. Kelbick on
September 16, 1996. The business address of Ms. Kelbick is c/o
Michaelson Kelbick Partners Inc., 335 Madison Avenue, New York, New York
10017.

ITEM 12 -- CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The following is a discussion of material transactions that we
entered into with our principal stockholders, executive officers and directors
during the Company's fiscal years ended December 31, 1998 and December 31,
1999, and thereafter through March 14, 2000. We believe that the terms of these
transactions were just as favorable to us as similar transactions with
non-affiliated third parties would have been at the time of such transactions.
Our policy is that all transactions between us and our principal stockholders,
officers and directors should be on terms no less favorable to us than could be
obtained from unaffiliated parties.

<PAGE> 29

TRANSACTIONS WITH PRINCIPAL STOCKHOLDERS

In March 1998, Robert S. Trump purchased from us 1,000,000 shares
of common stock for a purchase price of $0.20 per share. This sale was part of
our private placement of an aggregate of 1,400,000 shares of common stock.

On November 17, 1999, in connection with the purchase of the
Company's common stock by Messrs. Silverman and Nash from Mr. Trump in November
1999 we granted to each of Messrs. Silverman and Nash five-year options to
purchase 1,000,000 shares of common stock immediately exercisable at $.43 per
share. In addition, on the same date, the Board of Directors elected Messrs.
Silverman and Nash to the Board of Directors.

In connection with the transactions described above, we also
entered into a Registration Rights Agreement dated as of November 17, 1999 with
Messrs. Trump, Finley, Silverman and Nash. The Registration Rights Agreement
covers all of the shares (including the shares underlying the options) owned by
Messrs. Trump, Finley, Silverman and Nash on the date of the agreement, all of
which are being offered hereby. The Registration Rights Agreement includes
demand registration rights for each stockholder and piggyback registration
rights and requires us to file a shelf registration statement covering the
shares owned by Messrs. Trump, Finley, Silverman, and Nash within 120 days from
the date of the agreement. The Registration Rights agreement replaces and
supercedes all prior registration rights granted to Messrs. Trump and Finley.

On December 15, 1999, Mr. Trump loaned the Company $500,000. The
loan provided for interest at the rate of 10% per year and principal and
interest were due on February 15, 2000. The promissory note evidencing the loan
was secured by a first priority security interest

<PAGE> 30

in a $500,000 certificate of deposit that we purchased with the proceeds of the
loan. The $500,000 principal of the loan was repaid to Mr. Trump on February
15, 2000. All accrued interest on the loan has been paid to Mr. Trump by the
Company.

On January 12, 2000, Mr. Silverman was named Chairman and Chief
Executive Officer of the Company and Mr. Nash was named President of the
Company. Mr. Finley was named President of FPC Information Corp., the Company's
subsidiary, and continued to serve in his capacity as the Company's Chief
Financial Officer. In lieu of a salary for the year 2000, Messrs. Silverman and
Nash each accepted from the Company five-year options to purchase 1,000,000
shares of common stock immediately exercisable at $14.50 per share.

TRANSACTIONS WITH DIRECTORS AND EXECUTIVE OFFICERS

For a description of the restated and amended employment agreements
entered into with Mr. Finley and each of Susan Michaelson and Hillary Kelbick,
see "Item 10 - Executive Compensation".

In addition to the transactions described above and in " -
Transactions With Principal Stockholders", we have entered into arrangements
with the following directors during the Company's fiscal years ended December
31, 1998 and December 31, 1999:

Duncan Burke. Mr. Burke was a director of the Company until his
resignation in November 1999. As consideration for Mr. Burke's services as a
director of the Company in October 1998, we granted Mr. Burke warrants to
purchase 100,000 shares of common stock, which are exercisable at $0.50 per
share through October 2001. In November 1999, we extended the expiration dates
of these warrants to November 30, 2004. All of the warrants owned by Mr. Burke
are exercisable immediately.

Richard Levy. Mr. Levy is our Secretary and a director. As
consideration for Mr. Levy's services as a director of the Company in October
1998, we granted Mr. Levy warrants to purchase 100,000 shares of common stock,
which are exercisable at $0.50 per share through October 2001. In November
1999, we extended the expiration dates of these warrants to November 30, 2004.
All of the warrants owned by Mr. Levy are exercisable immediately. In December
1999, we issued to Mr. Levy 150,000 shares of common stock as compensation for
services rendered in connection with the transactions by and among Messrs.
Trump, Silverman, Nash and the Company.

Ottavio Serena. Mr. Serena is currently a director. In October
1998, as consideration for Mr. Serena's services as a director, we granted Mr.
Serena warrants to purchase 100,000 shares of common stock, which are
exercisable at $0.50 per share through October 31, 2001. In October 1998, we
also issued to Mr. Serena warrants to purchase an additional 100,000 shares of
common stock on the same terms as compensation for certain investment banking
and consulting services Mr. Serena furnished to us. In November 1999, we
extended the expiration dates of these warrants to November 30, 2004. All of
the warrants owned by Mr. Serena are immediately exercisable.

For further information concerning employment agreements and certain other
arrangements between the Company or MKP and its directors, executive officers
and key employees, see "Item 10 - Management--Employment Agreements."

<PAGE> 31

ITEM 13 -- EXHIBITS AND REPORTS ON FORM 8-K

(a) The Company's consolidated financial statements that are listed in
Item 7 are set forth at the end of this Annual Report on Form 10-KSB. The
following exhibits are included herewith unless otherwise indicated:

3.1 Certificate of Incorporation dated August 9, 1984
(incorporated by reference to Exhibit 3.1 to Registration
Statement on Form S-8, No. 33-7778).

3.2 Amendment to Certificate of Incorporation dated August 29,
1984 (incorporated by reference to Exhibit (i) to the
Company's Quarterly Report on Form 10-Q for the period ended
March 31, 1988).

3.3 Amendment to Certificate of Incorporation dated July 1, 1986
(incorporated by reference to Exhibit 3.3 to the Company's
Annual Report on Form 10-KSB for the period ended September
30, 1996).

3.4 Amendment to Certificate of Incorporation dated March 4,
1988 (incorporated by reference to Exhibit 3.4 to the
Company's Annual Report on Form 10-KSB for the period ended
September 30, 1996).

3.5 Amendment to Certificate of Incorporation dated September
13, 1996 (incorporated by reference to Exhibit 3.5 to the
Company's Annual Report on Form 10-KSB for the period ended
September 30, 1996).

3.6 By-laws (incorporated by reference to Exhibit 3.2 to
Registration Statement on Form S-18, No. 33-7778).

3.7 Amendment to By-Laws dated July 1995 (incorporated by
reference to Exhibit 3.7 to the Company's Annual Report on
Form 10-KSB for the period ended September 30, 1996).

4.1 Specimen Certificate of Common Stock (incorporated by
reference to Exhibit 4.1 to the Company's Annual Report on
Form 10-KSB for the period ended September 30, 1996).

10.1 Form of Indemnification Agreement between the Company and
its Officers and Directors (incorporated by reference to
Exhibit 10.35 to Registration Statement on Form S-1, No.
33-20886).

10.2 Form of Warrant dated as of September 15, 1995 between the
Company and William F. Finley (incorporated by reference to
Exhibit 10.65 to the Company's Report on Form 10-KSB for
fiscal year ended September 30, 1995).

<PAGE> 32

10.3 Form of Warrant Agreement for Warrants issued in September
1996 (incorporated by reference to Exhibit 10.69 to the
Company's Annual Report on Form 10-KSB for the period ended
September 30, 1996).

10.4 Executive Employment Agreement dated as of September 11,
1997 between the Company and William F. Finley (incorporated
by reference to Exhibit 10.71 to Report on Form 10-KSB for
fiscal year ended September 30, 1997).

10.5 Managing Director's Agreement dated as of September 11, 1997
between the Company's subsidiary, MKP, and Susan Michaelson
(incorporated by reference to Exhibit 10.72 to the Company's
Annual Report on Form 10-KSB for fiscal year ended September
30, 1997).

10.6 Managing Director's Agreement dated as of September 11, 1997
between the Company's subsidiary, MKP, and Hillary Kelbick
(incorporated by reference to Exhibit 10.73 to the Company's
Annual Report on Form 10-KSB for fiscal year ended September
30, 1997).

10.7 Form of Warrant dated as of December 29, 1997 issued to
Duncan Burke (incorporated by reference to Exhibit 10.74 to
the Company's Annual Report on Form 10-KSB for fiscal year
ended September 30, 1997).

10.8 Form of Warrant dated as of December 29, 1997 issued to
Richard Levy (incorporated by reference to Exhibit 10.75 to
the Company's Annual Report on Form 10-KSB for fiscal year
ended September 30, 1997).

10.9 First Amendment to Executive Employment Agreement by and
among the Company, FPC Information Corp. and William F.
Finley dated as of October 1, 1998 (incorporated by
reference to Exhibit 10.77 to the Company's Quarterly Report
on Form l0-QSB for the fiscal quarter ended September 30,
1998).

10.10 First Amendment to Managing Director's Agreement between MKP
and Susan Michaelson dated as of October 1, 1998
(incorporated by reference to Exhibit 10.78 to the Company's
Quarterly Report on Form 10-QSB for the fiscal quarter ended
September 30, 1998).

10.11 First Amendment to Managing Director's Agreement between MKP
and Hillary Kelbick dated as of October 1, 1998
(incorporated by reference to Exhibit 10.79 to the Company's
Quarterly Report on Form l0-QSB for the fiscal quarter ended
September 30, 1998).

<PAGE> 33

10.12 Restated and Amended Shareholders Agreement dated as of
October 18, 1994 by and among MKP, Susan Michaelson, Hillary
Kelbick and the Company, effective as of October 1, 1998
(incorporated by reference to Exhibit 10.80 to the Company's
Annual Quarterly on Form 10-QSB for the fiscal quarter ended
September 30, 1998).

10.13 Form of Warrant dated as of October 21, 1998 between the
Company and Richard Levy (incorporated by reference to
Exhibit 10.81 to the Company's Annual Report on Form 10-KSB
for the fiscal year ended December 31, 1998).

10.14 Form of Warrant dated as of October 21, 1998 between the
Company and Duncan G. Burke (incorporated by reference to
Exhibit 10.82 to the Company's Annual Report on Form 10-KSB
for the fiscal year ended December 31, 1998).

10.15 Form of Warrant dated as of October 21, 1998 between the
Company and Ottavio Serena (incorporated by reference to
Exhibit 10.83 to the Company's Annual Report on Form 10-KSB
for the fiscal year ended December 31, 1998).

10.16 Form of Warrant dated as of October 21, 1998 between the
Company and Gary S. Friedman (incorporated by reference to
Exhibit 10.84 to the Company's Annual Report on Form 10-KSB
for the fiscal year ended December 31, 1998).

10.17 Form of Warrant dated as of October 21, 1998 between the
Company and Charlotte Tuck (incorporated by reference to
Exhibit 10.85 to the Company's Annual Report on Form 10-KSB
for the fiscal year ended December 31, 1998).

10.18 Form of Warrant Agreement dated as of October 21, 1998
covering warrants issued to Richard Levy, Duncan G. Burke,
Ottavio Serena, Gary S. Friedman and Charlotte Tuck
(incorporated by reference to Exhibit 10.86 to the Company's
Annual Report on Form 10-KSB for the fiscal year ended
December 31, 1998).

10.19 Restated and Amended Executive Employment Agreement between
the Company and William F. Finley (incorporated by reference
to Exhibit 10.87 to the Company's Quarterly Report on Form
10-QSB for the fiscal quarter ended March 31, 1999).

10.20 Stock Purchase and Sale Agreement dated as of November 17,
1999 by and among the Company, Robert S. Trump and Jeffrey
Silverman (incorporated by reference to Exhibit 10.1 to the
Company's Current Report on Form 8-K filed November 30,
1999).

<PAGE> 34

10.21 Stock Purchase and Sale Agreement dated as of November 17,
1999 by and among the Company, Robert S. Trump and Ronald
Nash (incorporated by reference to Exhibit 10.2 to the
Company's Current Report on Form 8-K filed November 30,
1999).

10.22 Stockholders Agreement dated as of November 17, 1999 by and
among the Company, Robert S. Trump, Jeffrey Silverman, and
Ronald Nash (incorporated by reference to Exhibit 10.3 to
the Company's Current Report on Form 8-K filed November 30,
1999).

10.23 Option Agreement dated November 17, 1999 between Robert S.
Trump and Jeffrey Silverman (for 500,000 options exercisable
for two years at $.8125 per share) (incorporated by
reference to Exhibit 10.4 to the Company's Current Report on
Form 8-K filed November 30, 1999).

10.24 Option Agreement dated November 17, 1999 between Robert S.
Trump and Jeffrey Silverman (for 500,000 options exercisable
for three years at $1.3125 per share) (incorporated by
reference to Exhibit 10.5 to the Company's Current Report on
Form 8-K filed November 30, 1999).

10.25 Option Agreement dated November 17, 1999 between Robert S.
Trump and Jeffrey Silverman (for 250,000 options exercisable
for three years at $5.00 per share) (incorporated by
reference to Exhibit 10.6 to the Company's Current Report on
Form 8-K filed November 30, 1999).

10.26 Option Agreement dated November 17, 1999 between Robert S.
Trump and Ronald Nash (for 500,000 options exercisable for
two years at $.8125 per share) (incorporated by reference to
Exhibit 10.7 to the Company's Current Report on Form 8-K
filed November 30, 1999).

10.27 Option Agreement dated November 17, 1999 between Robert S.
Trump and Ronald Nash (for 500,000 options exercisable for
three years at $1.3125 per share) (incorporated by reference
to Exhibit 10.8 to the Company's Current Report on Form 8-K
filed November 30, 1999).

<PAGE> 35

10.28 Option Agreement dated November 17, 1999 between Robert S.
Trump and Ronald Nash (for 250,000 options exercisable for
three years at $5.00 per share) (incorporated by reference
to Exhibit 10.9 to the Company's Current Report on Form 8-K
filed November 30, 1999).

10.29 Option Agreement dated as of November 17, 1999 between the
Company and Jeffrey Silverman (incorporated by reference to
Exhibit 10.10 to the Company's Current Report on Form 8-K
filed November 30, 1999).

10.30 Option Agreement dated as of November 17, 1999 between the
Company and Ronald Nash (incorporated by reference to
Exhibit 10.11 to the Company's Current Report on Form 8-K
filed November 30, 1999).

10.31 Registration Rights Agreement dated as of November 17, 1999
by and among the Company, Robert S. Trump, William F.
Finley, Jeffrey Silverman and Ronald Nash (incorporated by
reference to Exhibit 10.12 to the Company's Current Report
on Form 8-K filed November 30, 1999).

10.32 Amended and Restated Employment Agreement dated as of
November 17, 1999 between the Company and William F. Finley
(incorporated by reference to Exhibit 10.13 to the Company's
Current Report on Form 8-K filed November 30, 1999).

10.33 First Amendment to the Restated and Amended Shareholders
Agreement dated as of November 16, 1999 by and among
Michaelson Kelbick Partners, the Company, Susan Michaelson
and Hillary Kelbick (incorporated by reference to Exhibit
10.14 to the Company's Current Report on Form 8-K filed
November 30, 1999).

10.34 Restated and Amended Managing Director's Agreement dated as
of November 16, 1999 between Michaelson Kelbick Partners
Inc. and Susan Michaelson (incorporated by reference to
Exhibit 10.15 to the Company's Current Report on Form 8-K
filed November 30, 1999).

<PAGE> 36

10.35 Restated and Amended Managing Director's Agreement dated as
of November 16, 1999 between Michaelson Kelbick Partners
Inc. and Hillary Kelbick (incorporated by reference to
Exhibit 10.16 to the Company's Current Report on Form 8-K
filed November 30, 1999).

*10.36 Secured Promissory Note dated December 15, 1999, of the
Company in the principal amount of $500,000 in favor of
Robert S. Trump.

*10.37 Security Agreement dated December 15, 1999 between the
Company and Robert S. Trump.

*10.38 Amendment dated as of January 10, 2000 to Executive
Employment Agreement of William F. Finley

*10.39 Option Agreement dated as of January 12, 2000 between the
Company and Jeffrey Silverman

*10.40 Option Agreement dated as of January 12, 2000 between the
Company and Ronald Nash

10.41 Agreement and Plan of Merger dated February 23, 2000 between
the Company, FPC Acquisition Corp., iMapData.com, Inc.,
William Lilley III and Laurence J. DeFranco (incorporated by
reference to Exhibit 10.17 to the Company's Current Report
on Form 8-K filed February 24, 2000)

16.1 Letter from Goldstein and Morris addressed to the Securities
and Exchange Commission (incorporated by reference to
Exhibit 16.1 to the Company's Current Report on Form 8-K
filed January 24, 2000.)

*21.1 Subsidiaries of the Company.

*27.1 Financial Data Schedule.

---------------------
* Filed herewith.

(b) The Company filed the following Current Reports on Form 8-K
during the fiscal quarter ended December 31, 1999, and thereafter during the
interim period commencing January 1, 2000 through March 14, 2000:

(i) the Company's Current Report on Form 8-K dated
November 30, 1999 (filed on November 30, 1999), in
which the Company reported, among other things, a
change in control of the Company arising by reason
of the acquisition by Jeffrey Silverman and Ronald
Nash of shares of stock and options purchased from
Robert S. Trump and the issuance of options by the
Company to Messrs. Silverman and Nash,

<PAGE> 37

as well as the appointment of Messrs. Silverman and
Nash to the Company's Board of Directors, the
execution of a stockholders agreement by and among
the Company and Messrs. Silverman, Nash and Trump
and new and/or amended employment agreements
between the Company and each of William F. Finley,
Susan Michaelson and Hillary Kelbick;

(ii) the Company's Current Report on Form 8-K dated
January 13, 2000 (filed on January 19, 2000), in
which the Company reported that Jeffrey Silverman
had been named the Company's chief executive
officer, Ronald Nash had been named the Company's
president, and the Company issued options to
purchase 1,000,000 shares of common stock to each
of Messrs. Silverman and Nash in lieu of salaries;

(iii) the Company's Current Report on Form 8-K dated
January 20, 2000 (filed on January 24, 2000), in
which the Company reported a change in the
Company's certifying accountants to Grant Thornton
LLP, replacing Goldstein & Morris; and

(iv) the Company's Current Report on Form 8-K dated
February 24, 2000 (filed on February 24, 2000) in
which the Company reported that the Company had
entered into an Agreement and Plan of Merger
pursuant to which iMapData.com, Inc. will be
acquired by the Company for 1,000,000 shares of the
Company's common stock.

<PAGE> 38

SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the
Registrant has caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

Dated: March 29, 2000

FINANCIAL PERFORMANCE CORPORATION

By: /s/ Jeffrey Silverman
------------------------------
Jeffrey Silverman
Chief Executive Officer

In accordance with the Exchange Act, this report has been signed by
the following persons on behalf of the Registrant and in the capacities and on
the dates indicated.

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>

/s/ Jeffrey Silverman
- ---------------------------- Chief Executive Officer and Director March 29, 2000
Jeffrey Silverman

/s/ Ronald Nash
- ---------------------------- President and Director March 29, 2000
Ronald Nash

/s/ William F. Finley
- ---------------------------- Chief Financial Officer and Director March 29, 2000
William F. Finley

/s/ Ottavio serena
- ---------------------------- Vice President and Director March 29, 2000
Ottavio Serena

/s/ Richard Levy
- ---------------------------- Secretary and Director March 29, 2000
Richard Levy

/s/ William Lilley III
- --------------------------- Director March 29, 2000
William Lilley III
</TABLE>

<PAGE> 39

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
Page
----
<S> <C>
Reports of Independent Certified Public Accountants F-2 - F-3

Financial Statements

Consolidated Balance Sheets F-4

Consolidated Statements of Operations F-5

Consolidated Statement of Stockholders' Equity F-6

Consolidated Statements of Cash Flows F-7

Notes to Consolidated Financial Statements F-8 - F-16
</TABLE>

F-1
<PAGE> 40
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

To the Board of Directors and Shareholders
FINANCIAL PERFORMANCE CORPORATION AND SUBSIDIARIES

We have audited the accompanying consolidated balance sheet of Financial
Performance Corporation and Subsidiaries as of December 31, 1999, and the
related consolidated statements of operations, stockholders' equity, and cash
flows for the year then ended. These financial statements are the responsibility
of the Company's management. Our responsibility is to express an opinion on
these financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for our
opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of
Financial Performance Corporation and Subsidiaries as of December 31, 1999, and
the consolidated results of their operations and their consolidated cash flows
for the year then ended, in conformity with accounting principles generally
accepted in the United States.

GRANT THORNTON LLP

New York, New York
March 14, 2000

F-2
<PAGE> 41
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

To the Board of Directors and Shareholders
Financial Performance Corporation and Subsidiaries
New York, New York

We have audited the accompanying consolidated balance sheet of Financial
Performance Corporation and Subsidiaries as of December 31, 1998 and the related
consolidated statements of changes in stockholders' equity, operations and cash
flows for the year then ended. These financial statements are the responsibility
of the Company's management. Our responsibility is to express an opinion on
these financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Financial
Performance Corporation and Subsidiaries as of December 31, 1998 and the results
of its consolidated operations and its cash flows for the year then ended in
conformity with generally accepted accounting principles.

GOLDSTEIN AND MORRIS

New York, New York
February 23, 1999

F-3
<PAGE> 42
Financial Performance Corporation and Subsidiaries

CONSOLIDATED BALANCE SHEETS

December 31,

<TABLE>
<CAPTION>
ASSETS 1999 1998
---- ----
<S> <C> <C>
Current assets
Cash and cash equivalents $ 4,179,179 $ 6,287,148
Restricted cash 500,000 -
Short-term investments 485,000 -
Accounts receivable 24,843 342,783
Prepaid expenses and other current assets 321,003 31,275
----------- ------------

Total current assets 5,510,025 6,661,206

Property and equipment, net of accumulated depreciation 219,571 213,729

Investment in subsidiary (FPC Information Corp.) - 666,039

Other assets 280,779 310,086
----------- -----------

$ 6,010,375 $ 7,851,060
========== ==========

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities
Accounts payable and accrued expenses $ 988,287 $ 2,841,188
Secured promissory note due stockholder 500,000 -
----------- ----------

Total current liabilities 1,488,287 2,841,188

Minority interest in consolidated subsidiaries 1,029,046 848,046

Commitments and contingencies

Stockholders' equity
Common stock - 50,000,000 shares authorized, $.01 par
value; 9,928,034 and 9,471,534 shares issued and
outstanding at December 31, 1999 and 1998, respectively 99,280 94,715
Additional paid-in capital 7,945,696 7,756,261
Accumulated deficit (4,551,934) (3,689,150)
---------- ----------

3,493,042 4,161,826
---------- ----------

$ 6,010,375 $ 7,851,060
========== ==========
</TABLE>

The accompanying notes are an integral part of these statements.

F-4
<PAGE> 43
Financial Performance Corporation and Subsidiaries

CONSOLIDATED STATEMENTS OF OPERATIONS

Year ended December 31,

<TABLE>
<CAPTION>
1999 1998
---- ----
<S> <C> <C>
Revenues $12,269,351 $21,492,151

Costs and expenses
Cost of revenues 8,986,701 14,823,626
Salaries and related expenses 1,435,179 2,235,358
Selling, general and administrative 1,883,190 1,486,869
----------- -----------

12,305,070 18,545,853

Operating (loss) income (35,719) 2,946,298
------------ -----------

Other income (expenses)
Investment income 131,323 80,515
Loss from FPC Information Corp. (167,000) (257,000)
Write-off of investment in FPC Information Corp. (478,224) -
Minority interest in earnings of subsidiary (181,000) (400,000)
------------ ------------

(694,901) (576,485)
------------ ------------

(Loss) income before income taxes (730,620) 2,369,813

Income taxes 132,164 262,106
------------ ------------

NET (LOSS) INCOME $ (862,784) $ 2,107,707
============ ===========

Basic (loss) income per share $(.09) $0.24
==== ====

Diluted (loss) income per share $(.09) $0.23
==== ====

Weighed average shares outstanding
Basic 9,520,263 8,967,367
=========== ===========

Diluted 9,520,263 9,152,188
=========== ===========
</TABLE>

The accompanying notes are an integral part of these statements.

F-5
<PAGE> 44
Financial Performance Corporation and Subsidiaries

CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY

Years ended December 31, 1999 and 1998

<TABLE>
<CAPTION>
Common stock Additional
------------------------ paid-in Accumulated
Shares Par value capital deficit Total
------ --------- ------- ------- -----
<S> <C> <C> <C> <C> <C>
Balance at January 1, 1998 8,021,534 $ 80,215 $ 7,480,761 $(5,796,857) $ 1,764,119

Issuance of shares in private
placement, net of costs 1,450,000 14,500 275,500 -- 290,000

Net income 2,107,707 2,107,707
----------- ----------- ----------- ----------- -----------

Balance at December 31, 1998 9,471,534 94,715 7,756,261 (3,689,150) 4,161,826

Issuance of shares upon exercise
of warrants 156,500 1,565 79,935 -- 81,500

Issuance of shares for services 300,000 3,000 109,500 -- 112,500

Net loss (862,784) (862,784)
----------- ----------- ----------- ----------- -----------

BALANCE AT DECEMBER 31, 1999 9,928,034 $ 99,280 $ 7,945,696 $(4,551,934) $ 3,493,042
=========== =========== =========== =========== ===========
</TABLE>

The accompanying notes are an integral part of this statement.

F-6
<PAGE> 45
Financial Performance Corporation and Subsidiaries

CONSOLIDATED STATEMENTS OF CASH FLOWS

Year ended December 31,

<TABLE>
<CAPTION>
1999 1998
---- ----
<S> <C> <C>
Cash flows from operating activities
Net (loss) income $ (862,784) $2,107,707
Adjustments to reconcile net (loss) income to net
cash (used in) provided by operating activities
Depreciation and amortization 110,730 212,435
Minority interest in earnings of consolidated subsidiaries 181,000 400,000
Loss from and write-off of FPC Information Corp. 645,224 257,000
Noncash compensation 116,100 -
Gain on sale of securities 24,292 -
Changes in operating assets and liabilities
Accounts receivable 317,940 377,833
Prepaid expenses and other current assets (329,426) 47,835
Other assets 13,307 (6,280)
Accounts payable and accrued expenses (1,852,901) 933,035
---------- ----------

Net cash (used in) provided by operating activities (1,636,518) 4,329,565
---------- ---------

Cash flows from investing activities
Acquisition of equipment (113,058) (89,635)
Short-term investments (485,000) -
Restricted cash (500,000) -
Proceeds from sale of marketable securities 84,292 -
Purchases of marketable securities (60,000) -
Investment in FPC Information Corp. 20,815 (499,000)
------------ ----------

Net cash used in investing activities (1,052,951) (588,635)
---------- ----------
Cash flows from financing activities
Proceeds from sale of common shares - 290,000
Proceeds from exercise of warrants 81,500 -
Proceeds from secured promissory note 500,000 -
----------- ---------

Net cash provided by financing activities 581,500 290,000
----------- ----------

NET (DECREASE) INCREASE IN CASH (2,107,969) 4,030,930

Cash and cash equivalents, at beginning of year 6,287,148 2,256,218
---------- ---------

Cash and cash equivalents at end of year $ 4,179,179 $6,287,148
========== =========

Supplemental disclosure of cash flow information:
Cash paid during the year for
Income taxes $ 132,164 $ 201,535
=========== ==========
</TABLE>

The accompanying notes are an integral part of these statements.

F-7
<PAGE> 46
Financial Performance Corporation and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 1999 and 1998

NOTE A - NATURE OF BUSINESS

Financial Performance Corporation (the "Company") through its subsidiaries,
markets merger communications services to the financial services industry.

NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

1. Principles of Consolidation

The consolidated financial statements include the accounts of
Financial Performance Corporation and its 80%-owned subsidiary,
Michaelson Kelbick Partners Inc. ("MKP"). All significant intercompany
accounts and transactions have been eliminated.

Condensed financial information of MKP, excluding intercompany
eliminations, as of December 31, 1999 and 1998 and for the years then
ended is as follows:

<TABLE>
<CAPTION>
Year ended December 31,
-----------------------
1999 1998
---- ----
<S> <C> <C>
Cash and cash equivalents $ 4,012,00 $ 5,910,000
Short-term investments 485,000 -
Accounts receivable 25,000 343,000
Other assets 256,000 281,000
Accounts payable 517,000 2,478,000
Revenues 12,269,000 21,492,000
Operating costs 11,360,000 19,312,000
Net income 905,000 1,999,000
</TABLE>

Intercompany management fees of $766,000 and $1,714,000 were included
in MKP's operating costs for the years ended December 31, 1999 and
1998, respectively. These amounts were eliminated upon consolidation.

2. Earnings (Loss) Per Common Share

Basic earnings (loss) per common share were calculated by dividing net
income by the weighted average number of common shares outstanding
during the year. Diluted earnings per share were calculated by dividing
net income by the sum of the weighted average number of common shares
outstanding plus all additional common shares that would have been
outstanding if potentially dilutive common shares had been issued.

F-8
<PAGE> 47
Financial Performance Corporation and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

December 31, 1999 and 1998

NOTE B (CONTINUED)

3. Cash and Cash Equivalents

The Company considers all highly liquid investments with maturity of
three months or less when purchased to be cash equivalents.

4. Estimates

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the
date of the financial statements and the reported amounts of revenue
and expenses during the reporting period. Actual results could differ
from those estimates.

5. Property and Equipment

Property and equipment are stated at cost less accumulated
depreciation. Depreciation is computed on a straight-line basis over
the estimated useful lives of the applicable assets ranging from five
to seven years.

Leasehold improvements are amortized over the terms of the related
leases or the estimated useful lives of the improvements, whichever is
less. Significant improvements extending the useful lives of assets are
capitalized. When assets are retired or otherwise disposed of, the cost
and related accumulated depreciation is removed from the accounts and
any resulting gain or loss is reflected in current operating results.

6. Stock-Based Compensation

The Company has elected to follow Accounting Principles Board Opinion
No. 25 ("APB No. 25"), "Accounting for Stock Issued to Employees," and
related interpretations in accounting for its employee stock options.
Under APB No. 25, because the exercise price of employee stock options
equals the market price of the underlying stock on the date of grant,
no compensation expense is recorded. The Company has elected the
disclosure-only provisions of Statement of Financial Accounting
Standards No. 123, "Accounting for Stock-Based Compensation."

7. Revenue Recognition

Revenue is recognized as services are rendered.

F-9
<PAGE> 48
Financial Performance Corporation and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

December 31, 1999 and 1998

NOTE C - TRANSACTION WITH SIGNIFICANT STOCKHOLDERS

On November 17, 1999, in consideration of $500,000, Jeffrey Silverman and
Ronald Nash purchased from Robert Trump an aggregate of 1,000,000 shares of
the Company's common stock and received options to purchase an additional
2,500,000 shares of the Company's stock from Mr. Trump. In addition, the
Company granted to Messrs. Silverman and Nash five-year options to purchase
an aggregate of 2,000,000 shares of common stock immediately exercisable at
$.43 per share. The options issued have been accounted for in accordance
with APB No. 25.

NOTE D - PROPERTY AND EQUIPMENT

Property and equipment include the following at December 31, 1999 and 1998:

<TABLE>
<CAPTION>
1999 1998
---- ----
<S> <C> <C>
Computer equipment $265,320 $192,513
Furniture and fixtures 187,743 159,978
Leasehold improvements 33,977 33,977
-------- --------

487,040 386,468
Less accumulated depreciation 267,469 172,739
------- -------

$219,571 $213,729
======= =======
</TABLE>

Depreciation expense was $94,730 and $74,870 for the years ended December
31, 1999 and 1998, respectively.

NOTE E - INCOME TAXES

At December 31, 1999, the Company has net operating loss carryforwards of
approximately $3,000,000, which expire in various years through 2013,
available to offset future taxable income. At December 31, 1999, the
Company had a deferred tax asset amounting to approximately $1,200,000. The
deferred tax asset consists primarily of net operating loss carryforwards
and has been fully offset by a valuation allowance of the same amount.
Certain provisions of the tax law may limit the net operating loss
carryforwards available for use in any given year in the event of a
significant change in ownership interest.

F-10
<PAGE> 49
Financial Performance Corporation and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

December 31, 1999 and 1998

NOTE E (CONTINUED)

The income tax expense for the years ended December 31, 1999 and 1998
represents state and local income taxes on the income of MKP.

The provision for income taxes differs from the amount of income taxes
determined by applying the applicable U.S. statutory rate of 35% to pretax
income (loss) as a result of the following differences.

<TABLE>
<CAPTION>
1999 1998
---- ----
<S> <C> <C>
Statutory U.S. rates (35)% 35%
Valuation allowance (utilization of) loss
carryforwards 35 (35)
State and local income taxes 18 8
Other - 3
---- ----

18% 11%
=== ===
</TABLE>

NOTE F - WRITE-OFF OF INVESTMENT IN FPC INFORMATION CORP.

During the fourth quarter of 1999, the Company wrote off its equity
investment in FPC Information Corp. The Company continually reviews all
components of its business for possible improvement in future
profitability. Based on this review, it was determined that the likelihood
of recovering the investment would be remote given the continued losses and
lack of revenue generated by FPC Information Corp. since its inception in
1994.

NOTE G - SIGNIFICANT CUSTOMERS

For the year ended December 31, 1999, two customers of MKP accounted for
75% and 17%, respectively, of the Company's consolidated revenues. For the
year ended December 31, 1998, three customers accounted for 55%, 18% and
10%, respectively, of the Company's consolidated revenues.

F-11
<PAGE> 50
Financial Performance Corporation and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

December 31, 1999 and 1998

NOTE H - WARRANTS TO PURCHASE COMMON STOCK

At December 31, 1999, the Company had outstanding warrants as follows:

<TABLE>
<CAPTION>
Number of Exercise Expiration
shares price date
------ ----- ----
<S> <C> <C>
650,000 $0.50 November 30, 2004
738,500 1.00 September 15, 2006
200,000 .50 September 15, 2010
</TABLE>

Warrants for 156,500 shares were exercised in 1999. Warrants for 6,500 of
those shares were paid during 1999 but remained unissued as of December
31, 1999. The 6,500 shares are reflected as issued in the accompanying
financial statements.

NOTE I - INCENTIVE STOCK OPTION PLAN

In March 1988, the Company adopted a stock option plan. The plan provided
for the granting of options to purchase up to 140,000 shares of common
stock to key employees, officers and directors at an exercise price equal
to fair market value at the date of grant. The right to exercise options
granted under the plan commenced one year from the date of the grant and
such options were exercisable in increments of 25% each year provided
employment with the Company was continuous. The plan expired by its terms
in October 1998.

NOTE J - EMPLOYEE BENEFIT PLANS

In January 1997, the Company established a 401(k) salary deferred benefit
plan covering substantially all employees who have met certain
requirements. The plan requires Company contributions equal to 50% of a
participant's contribution to a maximum of 3% of each participant's
contribution.

In September 1997, the Company amended its 401(k) plan to provide a
provision for discretionary profit sharing plan contributions. Total
contributions to the plan, (401(k) and profit sharing), were $120,174 and
$127,000 for the years ended December 31, 1999 and 1998, respectively.

F-12
<PAGE> 51
Financial Performance Corporation and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

December 31, 1999 and 1998

NOTE K - COMMITMENTS

In December 1999, the Company entered into a new noncancelable operating
lease for additional office space which commences on January 1, 2000 and
expires on December 31, 2009. This lease is in addition to the existing
lease which expires on October 31, 2006. The leases include provisions
requiring the Company to pay a proportionate share of increases in real
estate taxes and operating expenses over base period amounts.

Minimum payments for the leased properties for subsequent years are as
follows:

<TABLE>
<CAPTION>
<S> <C>
Years ending December 31,
2000 $ 920,000
2001 932,000
2002 1,066,000
2003 1,066,000
2004 1,066,000
Thereafter 4,122,000
---------

9,172,000
Less sublease rentals 1,000,000
---------
$8,172,000
---------
</TABLE>

Rent and equipment leasing expenses for the years ended December 31, 1999
and 1998 were $320,896 and $370,734, respectively.

NOTE L - EMPLOYMENT AGREEMENTS

In November 1999, the Company entered into an employment agreement with
William F. Finley, currently Chief Financial Officer, which amended and
restated the Amended and Restated Executive Employment Agreement dated
April 21, 1999 between the Company and Mr. Finley. The Company paid Mr.
Finley $250,000 upon execution of the new employment agreement and issued
to him 100,000 shares of common stock. Under the terms of the new
employment agreement, the Company will continue to pay Mr. Finley a base
salary of $250,000 per annum. The new employment agreement eliminates Mr.
Finley's right to terminate his employment and receive payment from the
Company upon a change of control. In addition, the new employment agreement
eliminates the Company's obligation to make penalty payments for nonrenewal
of the employment agreement. If the Company terminates Mr. Finley's
employment, other than for cause or by death or disability, or if Mr.
Finley terminates his

F-13
<PAGE> 52
Financial Performance Corporation and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

December 31, 1999 and 1998

NOTE L (CONTINUED)

employment for good reason (as defined in the agreement), Mr. Finley is
entitled to his annual base salary through the end of the term payable in
one lump sum, and may "put" all of the shares (including shares underlying
options, warrants and other convertible securities) then owned by him to
the Company at a per share price equal to the fair market value. The new
employment agreement eliminates provisions for bonus payments and the right
to receive stock upon the Company's termination of Mr. Finley's employment
(other than for cause or by death or disability) or Mr. Finley's
termination of his employment for good reason (as defined in the
agreement). The new employment agreement expires on September 30, 2000.

In November 1999, Susan Michaelson and Hilary Kelbick, Managing Directors
of MKP, entered into a Restated and Amended Managing Directors' Agreement
with MKP. The employment agreements with each of Ms. Michaelson and Ms.
Kelbick expire on September 10, 2000, subject to renewal. The annual base
salary of $250,000 payable to each of Ms. Michaelson and Ms. Kelbick is
subject to periodic increases to be determined by MKP's Board of Directors.
The employment agreements also provide for an annual incentive compensation
payment for each of Ms. Michaelson and Ms. Kelbick equal to a percentage,
determined annually by MKP's Board of Directors (not to exceed 30% in the
aggregate for both Ms. Michaelson and Ms. Kelbick), of the net income
before taxes of MKP. Ms. Michaelson and Ms. Kelbick have the option to
receive bonus payments in cash, in stock of FPC or a combination of stock
and cash. If, at the expiration of the term, MKP elects not to renew the
respective employment agreement of Ms. Michaelson or Ms. Kelbick, such
employee will be entitled to receive a severance payment in the amount of
$350,000. If either Ms. Michaelson or Ms. Kelbick elects not to renew her
respective employment agreement with MKP at the expiration of the term, the
respective employee will be entitled to receive a severance payment of
$250,000.

In November 1999, the Company, MKP, Susan Michaelson and Hillary Kelbick
entered into the First Amendment to the Restated and Amended Shareholders'
Agreement. Under the Amendment, Ms. Michaelson and Ms. Kelbick each have
the option to require MKP to purchase all of her stock of MKP at the cash
value (as defined in the First Amendment) of such stock in the event of the
termination of her employment, provided, however, that if MKP terminates
Ms. Michaelson or Ms. Kelbick for cause, MKP will only be required to pay
fifty percent (50%) of the cash value of the stock. If either Ms.
Michaelson or Ms. Kelbick does not exercise her right to have MKP purchase
her stock, MKP has the option to purchase such stock at the "agreed value"
(as defined in the Shareholders' Agreement).

F-14
<PAGE> 53
Financial Performance Corporation and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

December 31, 1999 and 1998

NOTE M - OTHER ASSETS

Included in other assets at December 31, 1999 and 1998 is a $180,000
Certificate of Deposit which is pledged as security for a letter of credit
issued in connection with the lease for office space (see Note K). The
certificate of deposit exceeds the federally insured limit.

NOTE N - CONCENTRATION OF CREDIT RISK

The Company maintains its cash and cash equivalents with a major financial
institution. The balance at December 31, 1999 exceeds federally insured
limits. The Company performs periodic evaluations of the relevant credit
standing of this financial institution in order to limit the amount of
credit exposure.

NOTE O - EARNINGS (LOSS) PER SHARE INFORMATION

The calculation of basic and diluted earnings (loss) per share for the
years ended December 31, 1999 and 1998 is based upon the following:

<TABLE>
<CAPTION>
December 31,
------------
1999 1998
---- ----
<S> <C> <C>
Net income (loss) available to
common share owners $ (862,784) $2,107,707
========== =========

Average shares outstanding (a) 9,520,263 8,967,367

Dilutive securities -
stock options and warrants (c) - 184,821
--------- ---------

Average shares outstanding
assuming dilution (b) 9,520,263 9,152,188
========= =========
</TABLE>

(a) Used to compute basic earnings (loss) per share.
(b) Used to compute diluted earnings per share.
(c) Excluded from 1999 computation were 2,588,500 warrants
and options which would be antidilutive.

F-15
<PAGE> 54
Financial Performance Corporation and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

December 31, 1999 and 1998

NOTE P - SECURED PROMISSORY NOTE DUE STOCKHOLDER

In December 1999, the Company obtained a short-term $500,000 loan from a
stockholder. The loan matures on February 15, 2000 with interest at 10% per
annum. The loan is collateralized by a certificate of deposit of $500,000
reflected as restricted cash on the balance sheet. The loan was repaid on
February 15, 2000.

NOTE Q - SOFTWARE DEVELOPMENT COSTS

An annual review of the recoverability was performed by management and
$135,605 of capitalized software development costs were fully written off
in 1998.

NOTE R - SUBSEQUENT EVENTS

On January 12, 2000, Jeffrey Silverman was named Chairman and Chief
Executive Officer of the Company and Ronald Nash was named President of the
Company. In lieu of a salary, Messrs. Silverman and Nash each accepted from
the Company five-year options to purchase 1,000,000 shares of the Company's
common stock immediately exercisable at $14.50 per share.

On March 3, 2000, the Company acquired the stock of iMapData.com Inc., an
electronic database information and propriety web site development company,
for 1,000,000 shares of the Company's stock (valued at $13 million based
upon the closing price of the Company's stock on March 3, 2000). The
acquisition will be accounted for under the purchase method of accounting.

F-16

<PAGE> 1
Exhibit 10.36

SECURED PROMISSORY NOTE

$500,000.00 New York, New York
December 15, 1999

For value received, the undersigned, Financial Performance Corporation
("Maker"), a New York corporation with an address at 335 Madison Avenue, New
York, New York 10017, hereby absolutely and unconditionally promises to pay to
the order of Robert S. Trump ("Payee"), an individual with an address c/o Trump
Management, Inc., 2611 West 2nd Street, Brooklyn, New York 11223, at such
address or at such other address as may be designated by the holder of this
Note, the principal sum of Five Hundred Thousand and 00/100 ($500,000.00)
Dollars, together with accrued interest thereon from the date hereof at the rate
of ten (10%) percent per annum, in lawful money of the United States of America.
Interest shall be computed on the basis of the actual number of days elapsed in
a 360-day year.

Interest on the principal amount of this note shall be payable at maturity. The
entire principal balance and all unpaid accrued interest thereon shall be due
and payable on February 15, 2000 ("Maturity Date").

If the entire principal balance due hereunder and all accrued interest thereon
is not paid by Maker to Payee on or before the Maturity Date; or if Maker shall
make, or attempt to make, any assignment for the benefit of creditors or be
adjudged to be insolvent or be unable to pay its debts as they mature, or should
any receiver, trustee, liquidator, custodian or like officer be appointed to
take custody, possession or control of any property of Maker, or application be
made therefor; or should Maker otherwise default hereunder or under the security
agreement between Maker, as debtor, and Maker, as secured party, dated even date
herewith (the "Security Agreement"); or if there shall occur any event by which
under the terms of the Security Agreement the indebtedness evidenced hereby may
or shall become due or payable; or if any representation or warranty made by
Maker to Payee pursuant to the Security Agreement shall be false, incorrect or
misleading, then and in any of such events, Payee may, without notice to Maker,
declare the entire principal balance of this note, plus all accrued unpaid
interest thereon, immediately due and payable.

This note is secured by a first priority security interest in a sixty-day
certificate of deposit to be purchased with the proceeds of this note, and to be
issued by European American Bank, New York, New York, in the principal amount of
five hundred thousand and 00/100 ($500,000.00) dollars, having a maturity date
of on or about February 15, 2000 (the "Certificate of Deposit").
<PAGE> 2
From and after the Maturity Date (whether by acceleration, extension or
otherwise) and until the entire principal amount of this note, together with all
accrued unpaid interest thereon and the prepayment fee referred herein, if
applicable, shall be paid, this note shall bear interest at the lesser of twenty
(20%) percent per annum or the then highest rate permitted by applicable law. If
default be made in the payment of the indebtedness evidenced hereby, Maker
agrees to pay, in addition to all principal and interest, all costs and expenses
incurred by Payee in connection with enforcing this note and the Security
Agreement, including, without limitation, attorneys' fees, disbursements and
court costs, all of which sums shall be deemed part of the indebtedness
evidenced hereby. Maker shall also pay all costs and expenses incurred by Payee
if it is determined that there has occurred a default or any event which, with
the giving of notice or the passage of time, or both, would constitute a
default, regardless of whether Payee takes any action to enforce this note or
any of the Security Agreements. Any sums received hereunder by Payee shall be
applied first to the payment of collection costs and expenses, if any, second,
to the payment of accrued interest, and the balance, to the reduction of the
principal sum.

If any payment required hereunder shall be determined to be a payment of
interest in excess of the maximum legal rate of interest allowable under any
applicable usury laws, such excess payment shall, at the sole option of Payee,
(i) be reduced by an amount necessary to reduce same to the permitted amount, or
(ii) be credited by Payee against the outstanding principal balance, it being
the intention of the parties hereto that only a permissible rate of interest
shall be charged to and payable by Maker.

This note may be voluntarily prepaid, in whole only, upon not less than three
(3) days' prior written notice to the Payee of Maker's intention to so prepay,
which notice shall specify the date on which such prepayment is to occur (the
"Prepayment Date"). Any prepayment of this note, whether voluntary or
involuntary, by acceleration or otherwise, shall be made together with the
payment of: (i) all interest accrued hereunder through the Prepayment Date; and
(ii) any and all other sums due and owing from Maker to Payee, whether under
this note and/or the Security Agreement or otherwise.

Payee and each subsequent holder of this note, may freely transfer, assign,
pledge, hypothecate or otherwise make any disposition of Payee's (or such
holder's) interest in this note, and in any or all of the Security Agreement, in
whole or in part, from time to time.

Maker and all others who are or may become liable for the payment of all or any
part of the indebtedness evidenced hereby, hereby waive diligence, presentment,
demand for payment, notice of nonpayment, notice of dishonor, protest, notice of
protest and all other notices or demands in connection with the delivery,
acceptance, performance, default, endorsement or guarantee of this note. In
addition, Maker expressly waives the benefit of any statute of limitations
affecting its liability hereunder or the enforcement hereof any and all existing
and future claims, off-sets and defenses to this note, including, without
limitation, any defense based on or arising out of the unenforceability of this
note or any part thereof. No delay or failure on the part of Payee in exercising

2
<PAGE> 3
any right hereunder or under the Security Agreement shall operate as a waiver of
such right, any provision of this note or any of the Security Agreement or of
any of Payee's other rights or remedies under this note or the Security
Agreement, at law or in equity, nor shall it prevent Payee from exercising any
rights or remedies with respect to the subsequent happening of the same or
similar occurrences.

The liability of Maker hereunder is exclusive and independent of any security
for payment of this note under the Security Agreement or otherwise and upon any
default in payment pursuant to this note, Payee may, at its option, proceed
directly against Maker in a separate action or actions without foreclosing upon,
selling or otherwise disposing of or collecting any property or other collateral
securing payment of this note under the Security Agreement or otherwise. No
release of any security for the principal indebtedness due under this note or
extension of time for payment of this note, and no alteration, amendment or
waiver of any provision of this note or the Security Agreement, shall release,
discharge, modify, change or affect the liability of Maker under this note or
under the Security Agreement.

This note may not be modified orally, and shall be governed, construed and
interpreted under the internal laws of the State of New York. In the event of
any dispute between Maker and Payee, venue shall lie in New York County.

If any provision of this note is found to be void or unenforceable by a court of
competent jurisdiction, the remaining provisions of this note shall nevertheless
be binding upon the parties hereto with the same force and effect as though the
void or unenforceable part had been severed and deleted.

This note, and the rights and obligations of Maker hereunder, are not assignable
in whole or in part by Maker. The provisions of this note shall bind Maker, its
successors and assigns and shall inure to the benefit of Payee, any subsequent
holder of this note and their respective successors and assigns. This note may
be freely transferred and assigned, in whole or in part, from time to time, by
Payee and Payee's successors and assigns.

Witness: Maker: Financial Performance Corporation

By: /s/ William F. Finley
- ------------------------- ------------------------------
William F. Finley, President

3
<PAGE> 4
ACKNOWLEDGMENT

STATE OF NEW YORK )
: ss.:
COUNTY OF NEW YORK )

On the 15th day of December, 1999, before me, the undersigned, a Notary
Public in and for said State, personally appeared William F. Finley, personally
known to me or proved to me on the basis of satisfactory evidence to be the
individual whose name is subscribed to the within instrument and acknowledged to
me that he executed the same in his capacity, and that by his signature on the
instrument, the individual, or the person upon behalf of which the individual
acted, executed the instrument.

- --------------------------------------
Signature and Office of individual
taking acknowledgment

<PAGE> 1
Exhibit 10.37

SECURITY AGREEMENT

This Security Agreement made as of the 15th day of December, 1999, by
and between Financial Performance Corporation, a New York corporation having an
address at 335 Madison Avenue, New York, New York (hereinafter referred to as
"Debtor") and Robert S. Trump, an individual having an address c/o Trump
Management, Inc., 2611 West 2nd Street, Brooklyn, New York 11223 (hereinafter
referred to as "Secured Party").

W I T N E S S E T H:

Whereas, Debtor is currently indebted to Secured Party in the principal
amount of Five Hundred Thousand and 00/100 ($500,000.00) dollars, which
indebtedness is evidenced by a certain secured promissory note (the "Note")
executed and delivered by Debtor to Secured Party, dated even date herewith; and

Whereas, as a material inducement to Secured Party to accept the Note,
and as security for Debtor's full and prompt payment of the Indebtedness (as
hereinafter defined), Debtor has agreed to grant Secured Party a first priority
security interest in the Collateral (as hereinafter defined), on the terms and
conditions hereinafter set forth.

Now, therefore, in consideration of the premises and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows:

1. SECURED INDEBTEDNESS. This Security Agreement ("Agreement")
shall secure the full and prompt payment of: (i) the Note and any and all other
indebtedness of Debtor to Secured Party, whether now existing or hereafter
incurred, arising out of any loan, contract, sale, guarantee, agreement or other
transaction of any nature whatsoever, regardless of any other collateral or
security delivered or held in connection with such indebtedness; and (ii) all
costs, fees, charges and expenses which may be due or owing in connection
therewith, including, without limitation, all costs and expenses (including,
without limitation, attorneys' fees, disbursements and court costs) incurred by
Secured Party in connection with the enforcement of any such indebtedness and
Secured Party's enforcement of its rights hereunder (items (i) and (ii) are
hereinafter collectively referred to as the "Indebtedness").

2. SECURITY INTEREST. As security for the full and prompt
payment, performance and observance of the Indebtedness, Debtor hereby assigns,
transfers, sets over and delivers to Secured Party a first priority security
interest in all of Debtor's right, title and interest in and to a sixty-day
certificate of deposit to be purchased with the proceeds of the Note and to be
issued by European American Bank (the "Issuer"), in the principal amount of five
hundred thousand and 00/100 ($500,000.00) dollars and
<PAGE> 2
having a maturity date of on or about February 15, 2000 (the "Certificate of
Deposit") and all replacements, substitutions, amendments, extensions and
proceeds of the Certificate of Deposit (hereinafter collectively referred to as
the "Collateral").

3. RIGHTS OF OWNERSHIP. If any default under this Agreement or
under the Indebtedness shall occur, whether or not Secured Party exercises any
available option to declare the Indebtedness immediately due and payable or
seeks or pursues any other relief or remedy available to Secured Party, in
addition to all other remedies at law, in equity and hereunder, Secured Party or
its nominee(s) shall have the sole and exclusive right, without notice to
Debtor, to exercise all powers of ownership pertaining to the Collateral, and
shall exercise such powers in such manner as Secured Party deems necessary or
appropriate, in the sole and absolute discretion of Secured Party.

4. FINANCING STATEMENTS; REPORTING. Simultaneously with the
execution of this Agreement, Debtor shall deliver to Secured Party financing
statements in accordance with the Uniform Commercial Code in effect in the State
of New York ("UCC") and any and all certificates, papers, instruments and
documents necessary or appropriate to create, evidence, preserve, perfect,
validate, maintain and/or enforce Secured Party's security interest in the
Collateral. Thereafter, at the request of Secured Party, Debtor shall, at its
sole cost and expense and within forty-eight (48) hours following such request,
execute and deliver to Secured Party one or more specific assignments, financing
statements, continuation statements and any other instruments required by
Secured Party, in form and substance satisfactory to Secured Party, in order to
create, evidence, preserve, perfect, validate, maintain and/or enforce Secured
Party's security interest in the Collateral in all necessary jurisdictions in
the United States, at the sole and absolute discretion of Secured Party. Debtor
designates Secured Party as Debtor's agent and attorney-in-fact to exercise the
right to execute, deliver, file and/or record one or more financing or
continuation statements under the UCC or other documents, as aforesaid, naming
Debtor as the debtor and Secured Party as the secured party, and identifying or
describing the Collateral. Such power of attorney, being coupled with an
interest, shall be irrevocable until all of the Indebtedness has been paid in
full. Debtor hereby authorizes Secured Party to file UCC-1 financing statements,
continuation statements and any amendments thereto without the signature of
Debtor. Debtor shall pay on demand to Secured Party, (i) Secured Party's costs
of creating and perfecting its security interest in the Collateral in all
jurisdictions and (ii) costs of such searches of the public records as Secured
Party in its sole and absolute discretion shall require.

5. LOCATION OF COLLATERAL. The Certificate of Deposit, if issued
in a certificate form, is hereby delivered to, and shall be held by, Secured
Party, until all of the Indebtedness shall be paid in full.

2
<PAGE> 3
6. REPRESENTATIONS, WARRANTIES AND COVENANTS OF DEBTOR. As a
material inducement to Secured Party to enter into this Agreement, Debtor
warrants and represents and, where applicable, covenants, to and with Secured
Party, as follows:

(a) Debtor is the sole beneficial and record owner of the
Collateral and has, and at all times during the term of this Agreement
shall have, good and indefeasible title to the Collateral, free and
clear of collateral assignments, any and all liens, options, leases,
beneficial interests, pledges, charges, security interests and other
encumbrances of whatever kind or character, other than the security
interest hereunder;

(b) Debtor has the full power, right and authority to
grant a security interest in the Collateral to Secured Party as herein
provided. Debtor has granted to Secured Party a valid, first priority
security interest in the Collateral. No financing statement or other
instrument with respect to any of the Collateral has been or will be
granted, executed, delivered, recorded, registered or filed, other than
with respect to the lien and security interest of Secured Party granted
hereunder;

(c) Debtor is a corporation duly organized and validly
existing under the laws of the State of New York, has all requisite
corporate power and authority to own, operate and carry on its business
and to enter into this Agreement and to perform all of its obligations
hereunder. Debtor has and shall maintain all licenses and permits
required by all applicable governmental authorities to own and operate
its properties and to carry on its business;

(d) Debtor has obtained all necessary authorizations and
approvals from its Board of Directors required for the execution and
delivery of this Agreement and all collateral documents arising out of
or relating to this transaction, and the consummation of the
transactions contemplated hereby. This Agreement has been duly executed
and delivered by Debtor and constitutes the legal, valid and binding
obligation of Debtor enforceable against Debtor in accordance with its
terms, except as such enforceability may be limited by applicable
bankruptcy and insolvency laws;

(e) The execution, delivery and performance of this
Agreement by Debtor will not constitute a violation of, or be in
conflict with, or constitute or create a default under: (i) the
certificate of incorporation or by-laws of Debtor, as amended to date;
and (ii) any agreement, instrument, contract or commitment to which
Debtor is a party or by which Debtor or any of Debtor's assets is
bound. Debtor is not subject to any charter, corporate or other legal
restriction or any decree, order, rule or regulation which has or will
have an adverse effect on the business,

3
<PAGE> 4
assets or financial condition of Debtor, nor is Debtor a party to any
contract, lease, agreement or instrument which has or may adversely
affect Debtor's ability to perform its obligations to Secured Party;

(f) No consent, approval or authorization of, or
registration, qualification or filing with, any governmental agency or
authority or any other third party is required for the execution,
delivery and performance of this Agreement by Debtor, except as may be
required pursuant to applicable federal and state securities laws;

(g) No claims, actions, suits, proceedings or
investigations are known to be pending or threatened relating to or
affecting the Collateral. Debtor does not know of or have any reason to
believe that there is any event or condition of any kind or character
pertaining to the Collateral which may adversely affect same;

(h) No representation or warranty of Debtor contained
herein, and no certificates or documents called for hereunder, contains
any untrue statement of a material fact or omits to state a material
fact necessary to make the statements contained herein, or therein, not
misleading.

The foregoing representations and warranties of Debtor are true and
accurate as of the date hereof and shall remain true and accurate so long as the
Indebtedness shall remain outstanding.

7. AFFIRMATIVE COVENANTS OF DEBTOR. Without limiting any of
Debtor's covenants or obligations set forth elsewhere in this Agreement, Debtor
hereby covenants and agrees that so long as the Indebtedness shall remain
outstanding, Debtor shall:

(a) Provide and deliver to Secured Party upon demand
copies of all further documents, assurances, instruments, financial
data, invoices and other information and take all such further action
which Secured Party may reasonably request from time to time in order
to effectuate the purposes of this Agreement; and

(b) Promptly notify Secured Party of (i) any events or
changes in the business, properties or condition, financial or
otherwise, of Debtor, that may result in a material adverse change in
the financial condition of Debtor and/or any adverse change in the
Collateral, (ii) the institution of any suit or administrative
proceeding involving Debtor that may materially and adversely affect
Debtor's operations, property or business, or which may adversely
affect the Collateral, and (iii) the entry of any judgments against the
Debtor or liens against Debtor's property, including the Collateral.

4
<PAGE> 5
8. NEGATIVE COVENANTS OF DEBTOR. Without limiting any of Debtor's
covenants or obligations contained elsewhere in this Agreement, Debtor covenants
and agrees that so long as the Indebtedness shall remain outstanding, Debtor
shall not:

(a) take any affirmative action from and after the date
hereof to incur, create or assume any lien, claim, security interest,
charge or other encumbrance of any nature whatsoever, with respect to
the Collateral, nor shall Debtor assign its rights hereunder; or

(b) sell, assign, redeem, liquidate, pledge, hypothecate,
encumber, modify, extend, change, transfer or otherwise dispose of the
Collateral or any part thereof, in whole or in part, without Secured
Party's prior written consent.

9. SPECIAL PROVISIONS CONCERNING CERTIFICATE OF DEPOSIT. Without
limiting any of Debtor's covenants or obligations set forth elsewhere in this
Agreement, Debtor hereby covenants and agrees as follows:

(a) Debtor shall cause the Issuer to comply with any
written instructions the Issuer receives from Secured Party at any time
with regard to the Certificate of Deposit, including, without
limitation, any instructions to redeem, liquidate, transfer, extend or
otherwise dispose of the Certificate of Deposit, in whole or in part.
Simultaneously with Debtor's execution and delivery of this Agreement,
Debtor shall further irrevocably instruct the Issuer, in writing, to
not comply with any instructions the Issuer receives from Debtor unless
such instructions are in writing, signed by both Debtor and Secured
Party;

(b) Debtor shall cause the Issuer to subordinate, in
favor of Secured Party, any security interest, lien or right of set-off
it may have, now or in the future, against the Collateral or any
portion thereof;

(c) Upon maturity of the Certificate of Deposit, the
entire proceeds thereof, including all accrued interest thereon, shall
be paid by Issuer to Secured Party and, upon receipt and collection
thereof by Secured Party, such proceeds shall be applied in reduction
of the Indebtedness, with any excess to be refunded to Debtor;

(d) Simultaneously with Debtor's execution and delivery
of this Agreement, Debtor shall cause the Issuer to enter into such
further written agreement(s) with Debtor and Secured Party which shall
be acceptable in all respects to Secured Party, in order to effectuate
the provisions of Sections 9(a), (b) and (c) above.

5
<PAGE> 6
10. INTENTIONALLY DELETED.

11. PAYMENT OF TAXES. If any excise, sales or other tax is imposed
by state, federal or local authorities in respect of the granting of a security
interest in the Collateral under this Agreement, Debtor shall indemnify Secured
Party in respect of such taxes.

12. EVENTS OF DEFAULT. Any one or more of the following events
shall constitute an Event of Default ("Event of Default") under this Agreement:

(a) Debtor's failure to pay the full principal amount of
and accrued interest on the Note on the Maturity Date, or Debtor's
failure to pay any other obligation due to Secured Party from Debtor on
the date upon which such payment is due after giving effect to any
applicable grace period;

(b) If any representation or warranty made by Debtor in
this Agreement or in any document, instrument or agreement ancillary
hereto was false, misleading or inaccurate at the time such
representation or warranty was given and/or becomes false, misleading
or inaccurate during the period such representation or warranty is to
apply;

(d) If Debtor makes an assignment for the benefit of
creditors, files for bankruptcy under the Federal Bankruptcy Act or any
other insolvency laws, or any involuntary petition for bankruptcy is
filed against Debtor or if a trustee or receiver of Debtor or either of
their property shall be appointed;

(e) Any violation of, or failure by Debtor to comply with or
perform, any of the covenants, terms, agreements and conditions of, or
any breach or default under this Agreement or under any other
agreement, document or instrument between Debtor and Secured Party,
whether now or hereafter in effect; or

(f) Upon the institution of proceedings for the dissolution or
full or partial liquidation of Debtor.

13. REMEDIES OF SECURED PARTY. Except with respect to an Event of
Default pursuant to Sections 12 (b), (c), (d) and (f) above, Debtor shall have
ten (10) days from the occurrence of an Event of Default to cure same. Upon the
occurrence of any Event of Default which has not been cured as provided in the
immediately preceding sentence, in addition to all remedies available at law, in
equity and hereunder, Secured Party shall have the right, without further notice
to Debtor, to exercise, with respect to the Collateral, all rights and remedies
of a secured party under the UCC as in effect in the jurisdiction or
jurisdictions where the Collateral is located, and in addition thereto,

6
<PAGE> 7
the Note and all other obligations of Debtor to Secured Party shall become
immediately due and payable upon demand and shall forthwith be paid and
discharged by Debtor. Upon failure of Debtor to pay or perform any of Debtor's
obligations under or pursuant to the Note or this Agreement, Secured Party shall
have the following additional rights and remedies: (a) to prosecute any action,
suit or proceeding with respect to the Collateral; and (b) to sell all or any
part of the Collateral in the name of Debtor, or in Secured Party's own name, at
public or private sale, for cash, upon credit or otherwise, and Secured Party
may bid or become a purchaser at any such sale. Each purchaser at any such sale
shall hold the Collateral sold free from any claim or right on the part of
Debtor and Debtor hereby waives (to the extent permitted by law) all rights of
redemption, stay and/or appraisal which it now has or may at any time in the
future have under any rule of law or statute now existing or hereafter enacted.
The giving of ten (10) days' notice by Secured Party designating the time and
place of any public sale or the time after which any private sale is to be made
shall be deemed reasonable notification within the meaning of Section 9-504(3)
of the UCC, and otherwise. Secured Party shall not be obligated to make any sale
of the Collateral if Secured Party shall determine not to do so, regardless of
the fact that notice of sale of the Collateral may have been given. Secured
Party may, without notice or publication, adjourn any public or private sale or
cause the same to be adjourned from time to time by announcement at the time and
place fixed for sale, and such sale may, without further notice, be made at the
time and place to which the same was so adjourned. Secured Party shall not incur
any liability in case any such purchaser or purchasers shall fail to take up and
pay for the Collateral so sold and, in case of any such failure, such Collateral
may be sold again upon like notice. As an alternative to exercising the power of
sale herein conferred upon it, Secured Party may at its option proceed by suit
or suits at law or in equity to foreclose this Agreement and sell the Collateral
or any portion thereof pursuant to judgment or decree of a court or courts
having competent jurisdiction.

14. APPLICATION OF PROCEEDS OF SALE. The proceeds of sale of the
Collateral sold pursuant to the provisions hereof shall be applied by Secured
Party as follows:

First: to the payment of all the costs and expenses of such
sale, including all expenses of Secured Party and the fees and out-of-pocket
expenses of counsel employed in connection therewith, and payment of all costs
and expenses incurred by Secured Party in connection with the administration and
enforcement of this Agreement and/or Secured Party's administration and
ownership of the Collateral.

Second: to the payment or prepayment in full of the
Indebtedness, in any order of priority in the manner that the Secured Party
shall choose.

Third: the balance, if any, shall be paid to Debtor. If the
proceeds of sale are insufficient to satisfy the payments called for in
paragraphs First and Second above, in full, Debtor shall remain liable to
Secured Party for any deficiency.

7
<PAGE> 8
15. REMEDIES CUMULATIVE; WAIVER AND RELEASE. All rights, remedies
and powers granted to Secured Party herein or implied in law, shall be
cumulative and may be exercised singly or concurrently with such other rights as
Secured Party may now or hereafter have and shall include, among others, the
right to apply to a court of equity for an injunction to restrain a breach or
threatened breach by Debtor of this Agreement, and such rights may be exercised
as to all or any part of the Collateral. No exercise by Secured Party of one
right or remedy shall be deemed an election which bars Secured Party from
electing any other remedy available to Secured Party and no waiver by Secured
Party of any default on the part of Debtor, or either of them, shall be deemed a
continuing waiver. No delay or failure by Secured Party to exercise its rights
granted hereunder shall be deemed a waiver of such rights or of any other right
granted hereunder or by law. Secured Party may proceed directly against Debtor
to enforce the obligations and shall not be required to take any action to
collect or protect Secured Party's interest in the Collateral. Debtor hereby
waives presentment, notice of dishonor, protest and notice of protest of all
instruments included in, or evidencing, the obligations under this Agreement and
any and all notice or demands whatsoever, except as expressly provided herein.

16. EXPENSES. Debtor shall pay, on demand, all expenses incurred
by Secured Party in connection with the (i) preparation and negotiation of this
Agreement, the Note and all related documentation and the closing of the secured
loan transaction referred to herein and in the Note and (ii) the enforcement and
collection of the Indebtedness and the enforcement of this Agreement including,
but not limited to, attorneys' fees, court costs and disbursements, together
with interest thereon at the rate of fifteen (15%) percent per annum from the
day Secured Party shall have incurred same. Until paid, such amounts shall be
deemed part of the Indebtedness.

17. INDEMNIFICATION. Debtor shall indemnify and hold harmless
Secured Party from and against any and all claims, demands, suits, judgments,
actions, penalties, liabilities, costs and expenses (including, without
limitation, attorneys' fees, disbursements and Court costs) which Secured Party
may incur or suffer or which may be asserted against Secured Party arising out
of or in connection with a breach of any of the covenants, warranties or
representations of Debtor herein.

18. JURISDICTION; WAIVER OF JURY. Any dispute arising out of this
Agreement or the interpretation of this Agreement shall be resolved in
accordance with the terms of this section. Debtor hereby irrevocably consents to
the jurisdiction of the Courts of the State of New York and of any Federal Court
located in such State in connection with any action or proceeding arising out of
or relating to this Agreement and/or the Collateral. In the event of any
litigation with respect to any matter in connection with this Agreement and/or
the Collateral, Debtor hereby waives all rights to a trial by jury, and all
rights of set-off, cross-claim and counterclaim of any nature. In any such
litigation, Debtor waives personal service of any summons, complaint or other
process, the service of which may be made by certified or registered mail
directed to Debtor at the address above set forth. In the alternative, in its
sole discretion, Secured Party may effect service upon Debtor in any other form
or manner permitted by law.

8
<PAGE> 9
19. AMENDMENT; SEVERABILITY. This Agreement contains the entire
understanding of the parties with regard to the subject matter hereof and all
prior agreements or understandings of the parties are merged herein. No
provision of this Agreement shall be modified, altered, limited, waived,
released or terminated except by written instrument executed by the party to be
charged. If any term or provision of this Agreement shall be held to be
incomplete, invalid, illegal or unenforceable by a court of competent
jurisdiction, the validity of all other terms hereof shall in no way be affected
thereby.

20. NOTICES. Except as otherwise expressly provided herein, all
notices, requests, demands, documents and other communications given or due
hereunder shall hereafter be made in writing and shall be deemed to have been
duly given: (i) when delivered, if delivered by hand, (ii) one (1) business day
after being delivered to a recognized overnight delivery service such as Federal
Express, or (iii) three (3) days after being deposited in the United States
mail, if mailed, by registered or certified mail, return receipt requested,
postage prepaid, to each party's respective address set forth on the first page
of this Agreement, with a copy given in like manner, in the case of Debtor, to
Baer Marks & Upham, LLP, 805 Third Avenue, New York, New York 10022, Attention:
Jonathan Russo, Esq.; and in the case of Secured Party, to Kaufman Friedman
Plotnicki & Grun, LLP, 300 East 42nd Street, New York, New York 10017,
Attention: Gary S. Friedman, Esq.

21. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon
the successors and assigns of Debtor and shall, together with the rights and
remedies of Secured Party hereunder, inure to the benefit of Secured Party, its
successors and assigns.

22. INTERPRETATION. Notwithstanding any rule of law or custom to
the contrary, no provision of this Agreement shall be construed or interpreted
in favor of or against one party hereto merely by reason of such party having
caused this Agreement to be prepared.

9
<PAGE> 10
23. GOVERNING LAW. This Agreement shall be governed by and
construed and enforced in accordance with the laws of the State of New York,
without giving effect to the principles thereof relating to conflicts of laws.

In witness whereof, the parties hereto have caused this agreement to be
executed as of the date first written above.

Debtor:

WITNESS: Financial Performance Corporation

By: /s/ William F. Finley
- ------------------------ -------------------------------
William F. Finley,
President

Secured Party:

/s/ Robert S. Trump
- ------------------------ -------------------------------
Robert S. Trump

<PAGE> 1
Exhibit 10.38

AMENDMENT AGREEMENT

AMENDMENT AGREEMENT, dated as of January 10, 2000, (the "Amendment
Agreement") by and between Financial Performance Corporation, a New York
corporation with offices at 335 Madison Avenue, 8th Floor, New York, New York
("FPC"), FPC Information Corp., a New York corporation with offices at 335
Madison Avenue, 8th Floor, New York, New York ("FPC Information Corp."), and
William F. Finley, an individual residing at 684 Farm Hill Road, Fairfield,
Connecticut 06340 ("Finley"). FPC and FPC Information Corp. are hereinafter
jointly and severally referred to as the "Corporation".

W I T N E S S E T H:

WHEREAS, the Corporation and Finley are parties to an Executive
Employment Agreement dated as of November 17, 1999, between Finley and the
Corporation (the "Employment Agreement"); and

WHEREAS, the Corporation and Finley wish to amend the Employment
Agreement in certain respects;

NOW, THEREFORE, the Corporation and Finley agree as follows:

1. Paragraph 3 of the Employment Agreement is hereby amended by
deleting it in its entirety and by replacing it with the following:

"3. Duties. Subject to Section 7, Finley is engaged for
the Term hereof as Chief Financial Officer of FPC and President of FPC
Information Corp. and shall perform and discharge well and faithfully the duties
which may be undertaken by Finley in each such capacity from time to time. The
duties of Finley shall include any duties consistent with his positions as Chief
Financial Officer of FPC and President of FPC Information Corp., as may be
reasonably and appropriately determined by the Board of Directors of each such
Corporation."

2. Paragraph 7 of the Employment Agreement is hereby amended by
deleting clause (iii) of the second sentence of paragraph 7(b) in its entirety
and by replacing it with the following:

"(iii) if Finley shall cease to be Chief Financial Officer
of FPC or President of FPC Information Corp. or a director of FPC (other than by
reason of death, disability, or resignation),"

3. Notwithstanding anything to the contrary contained in the
Employment Agreement, Finley and the Corporation hereby expressly acknowledge
that the terms and provisions of this Amendment Agreement and the information
reflected in the Company's press release dated January 12, 2000 do not
constitute Good Reason, or a termination of the Employment Agreement, pursuant
to the terms of the Employment Agreement.
<PAGE> 2
4. Except as expressly provided herein, all of the terms,
covenants and provisions of the Employment Agreement shall remain unamended and
unmodified and in full force and effect. Each reference to "this Agreement, "
"here," "hereof," "hereunder," or words of similar import in the Employment
Agreement or this Amendment Agreement shall be deemed a reference to the
Employment Agreement as amended by this Amendment Agreement.

5. This Amendment Agreement is being delivered in the State of
New York and shall be construed and enforced with the laws of the State of New
York, without reference to the principles of conflict of laws.

6. This Amendment Agreement shall inure to the benefit of and be
binding upon the successors and assigns of the Corporation and the legal
representatives, heirs and legatees of Finley.

IN WITNESS WHEREOF, the parties hereto have duly executed this
Amendment Agreement as of the day and year first above written.

FINANCIAL PERFORMANCE CORPORATION

By:
---------------------------------
Name: Ottavio Serena
Title: Vice President

FPC INFORMATION CORP.

By:
---------------------------------
Name: Ottavio Serena
Title: Vice President

-------------------------
WILLIAM F. FINLEY

<PAGE> 1
Exhibit 10.39

FINANCIAL PERFORMANCE CORPORATION

STOCK OPTION AGREEMENT

STOCK OPTION AGREEMENT (the "Agreement"), dated as of January 10, 2000,
between FINANCIAL PERFORMANCE CORPORATION, a New York corporation (the
"Company"), having an address at 335 Madison Avenue, 8th floor, New York, New
York 10017 and JEFFREY SILVERMAN, having an address at c/o LTS Capital Partners,
777 Third Avenue, New York, New York 10017 (the "Grantee").

The Company hereby grants to the Grantee an irrevocable nonqualified
stock option (the "Option") to purchase from time to time all or any part of an
aggregate of 1,000,000 shares of the Company's common stock, $.01 par value per
share (the "Shares"). This Option is a nonqualified Stock Option which is not
intended to be an "incentive stock option" within the meaning of Section 422 of
the Internal Revenue Code of 1986, as amended (the "Code").

To evidence the Option and to set forth its terms, the Company and the
Grantee agree as follows:

1. Confirmation of Grant. The Company hereby evidences and
confirms its grant of the Option to the Grantee on the date of this Agreement.

2. Number of Shares. This Option shall be for an aggregate of
1,000,000 Shares.

3. Exercise Price. The exercise price shall be $14.50 per share,
which amount equals the closing sale price of the Company's common stock as
quoted on the OTC Bulletin Board as of the close of business on January 10,
2000.

4. Medium and Time of Payment. The exercise price of the Option
shall be paid in cash or by check payable to the order of the Company at the
time of exercise. In addition, the Company shall accept full or partial payment
in Shares previously owned by the Grantee having an aggregate fair market value
on the date of exercise equal to the portion of the exercise price being so
paid. The option may be partially exercised from time to time.

Payment in full for all Shares with respect to which the Option is then
being exercised shall be required before the issuance of any Shares pursuant to
the exercise of the Option. In connection with the delivery of any certificates
representing the Shares, the Company shall, at the request of the Grantee,
withhold a number of Shares having an aggregate fair market value on the date of
the exercise of the Option equal to the taxes then required by applicable
federal, state and local law to be so withheld and such shares shall be
irrevocably returned to treasury stock of the Company. If the Grantee does not
so request the Company to withhold Shares, the Grantee shall pay to the Company
any amount necessary to satisfy any applicable federal, state, or local tax
withholding obligations.
<PAGE> 2
5. Term and Exercise of the Option. The Option shall expire five
years from the date of this Agreement and may be exercised for all or any
portion of the Shares (in whole shares) at any time and from time to time during
such period.

This Option may be exercised only by written notice to the
Company indicating the number of whole Shares which are being purchased. Such
notice must be signed by the Grantee and be accompanied by full payment of the
exercise price.

6. Transferability. The Option may only be transferred to an
Affiliate of Grantee or by will or the laws of descent and distribution.

7. Adjustments. (a) In case the Company shall at any time after
the date of this Agreement (i) declare a dividend or make a distribution on the
Common Stock in shares of its capital stock, (ii) subdivide the outstanding
Common Stock; (iii) combine the outstanding Common Stock into a smaller number
of shares or (iv) issue any shares of its capital stock by reclassification of
the Common Stock (including any such reclassification in connection with a
consolidation or merger in which the Company is the continuing corporation), or
take any action similar to (i) through (iv), then the number and kind of shares
of capital stock purchasable upon exercise of the Option immediately after the
happening of such event shall be adjusted so that, after giving effect to such
adjustment, the Grantee shall be entitled to receive the number and kind of
shares of capital stock upon exercise that such holder would have owned or been
entitled to receive had such Option been exercised immediately prior to the
happening of the events described above (or in the case of clause (i) above,
immediately prior to the record date therefor). An adjustment made pursuant to
this Section 10(a) shall become effective immediately after the effective date,
retroactive to the record date therefor in the case of clause (i) above, and
shall become effective immediately after the effective date in the case of
clauses (ii), (iii) or (iv) above.

(b) In case of any consolidation or merger of the Company
with or into another corporation (other than a merger with a subsidiary in which
the Company is the continuing corporation and which does not result in any
reclassification, capital reorganization or other change of the outstanding
Shares issuable upon exercise of the Option) or in case of the sale, transfer or
other disposition of all or substantially all of the assets of the Company, then
the Grantee shall be entitled to receive upon exercise of the Option such number
of shares of capital stock or other securities or property upon, or as a result
of, such transaction that the Grantee would have been entitled to receive had
the Option been exercised immediately prior to such transaction.

8. Representations and Warranties of the Company. The Company
hereby represents and warrants to the Grantee as follows:

8.1 This Agreement has been duly and validly authorized,
executed and delivered by the Company. This Agreement constitutes the legal,
valid and binding obligations of the Company, enforceable against the Company in
accordance with its terms, subject, as to enforceability, to applicable
bankruptcy, insolvency, reorganization, moratorium and similar laws affecting
creditors' rights and remedies generally and to general principles of equity
(regardless of whether enforcement is sought in a proceeding at law or in
equity).

2
<PAGE> 3
8.2 No Conflicts; Consents of Third Parties. The
execution and delivery by the Company of this Agreement, the consummation of the
transactions contemplated hereby, and the compliance by the Company with any of
the provisions hereof does not (i) conflict with, violate, result in the breach
or termination of, or constitute a default or give rise to any right of
termination or acceleration under any Contract, Permit or Order to which the
Company is a party or by which the Company or its assets or properties are
bound; (ii) constitute a violation of any Law applicable to the Company or (iii)
result in the creation of any Lien upon the properties or assets of the Company.
No consent, waiver, approval, Order, Permit or authorization of, or declaration
or filing with, or notification to, any Person or Governmental Body is required
on the part of the Company in connection with the execution and delivery of this
Agreement, or the compliance by the Company with any of the provisions hereof or
thereof, except as set forth on Schedule 4.1 of the Stock Purchase and Sale
Agreement dated the date hereof by and among the Company, Silverman and Robert
S. Trump and any notification required to be made to any quotation system
operated by a national securities association on which the Company's common
stock is listed or may be listed.

8.3 Reservation of Shares. The Company has reserved for
issuance out of the authorized capital stock of the Company a number of shares
of the Company's common stock equal to the number of shares of the Company's
common stock issuable upon the exercise of the Option.

9. No Limitation on Rights of the Company. The grant of this
Option shall not in any way affect the right or power of the Company to make
adjustments, reclassifications, or changes in its capital or business structure
or to merge, consolidate, dissolve, liquidate, sell, or transfer all or any part
of its business or assets.

10. Rights as a Shareholder. The Grantee shall have the rights of
a shareholder with respect to the Shares covered by the Option only upon
becoming the holder of record of those Shares.

11. Compliance with Applicable Law. Notwithstanding anything
herein to the contrary, the Company shall not be obligated to cause to be issued
or delivered any certificates for Shares pursuant to the exercise of the Option,
unless and until the Company is advised by its counsel that the issuance and
delivery of such certificates is in compliance with all applicable laws,
regulations of governmental authority, and the requirements of any exchange upon
which Shares are traded. Absent any agreement with the Company specifically
providing for such terms, the Company shall in no event be obligated to register
any securities pursuant to the Securities Act of 1933 (as now in effect or as
hereafter amended). The Company hereby agrees to cause the issuance and delivery
of such certificates to comply with any such law, regulation or requirement from
and after the date hereof.

12. No Obligation to Exercise Option. The granting of the Option
shall impose no obligation upon the Grantee to exercise the Option.

13. Agreement Not a Contract of Employment. This Agreement is not
a contract of employment, and the terms of the Grantee's Board membership or the
relationship of

3
<PAGE> 4
the Grantee with the Company or any Affiliate shall not be affected in any way
by this Agreement except as specifically provided herein. The execution of this
Agreement shall not be construed as conferring any legal rights upon the Grantee
for a continuation as a member of the Board or of any other relationship between
the Grantee and the Company or any Affiliate, nor shall it interfere with the
right of shareholders of the Company to remove the Grantee from the Board or the
right of the Company or any Affiliate to treat the Grantee without regard to the
effect which that treatment might have upon him as a Grantee.

14. Certain Definitions.

"Affiliate" shall have the meaning specified in Rule 12b-2
under the Securities Exchange Act of 1934, as amended.

"Contract" means any contract, agreement, indenture, note,
bond, loan, instrument, lease, conditional sale contract, mortgage, license,
franchise, insurance policy, commitment or other arrangement or agreement,
whether written or oral.

"Governmental Body" means any governmental or regulatory body,
or political subdivision thereof, whether federal, state, local or foreign, or
any agency, instrumentality or authority thereof, or any court or arbitrator
(public or private).

"Law" means any federal, state, local or foreign law
(including common law), statute, code, ordinance, rule, regulation or other
requirement or guideline.

"Lien" means any lien, pledge, hypothecation, levy, mortgage,
deed of trust, security interest, claim, lease, charge, option, right of first
refusal, easement, or other real estate declaration, covenant, condition,
restriction or servitude, transfer restriction under any shareholder or similar
agreement, encumbrance or any other restriction or limitation whatsoever.

"Order" means any order, consent, consent order, injunction,
judgment, decree, consent decree, ruling, writ, assessment or arbitration award.

"Permit" means any approval, authorization, registration,
consent, license permit or certificate by any Governmental Body.

"Person" means any individual, corporation, partnership, firm,
joint venture, association, joint stock company, trust, unincorporated
organization, Government Body or other entity.

15. Notices. Any notice or other communication required or
permitted hereunder shall be in writing and shall be delivered personally or
sent by certified, registered, or express mail, postage prepaid. Any such notice
shall be deemed given when so delivered personally or, if mailed, four days
after the date of deposit in the United States mails, to each party at its
address set forth above or to such other address as may be designated in a
notice given in accordance with this Section.

4
<PAGE> 5
16. Governing Law. Except to the extent preempted by Federal law,
this Agreement shall be construed and enforced in accordance with, and governed
by, the laws of the State of New York without regard to any rules regarding
conflicts of law.

5
<PAGE> 6
IN WITNESS WHEREOF, the Company and the Grantee have duly
executed this Stock Option Agreement as of the date first written above.

FINANCIAL PERFORMANCE CORPORATION

By: /s/
--------------------------------------
Name: Ottavio Serena
Title: Vice-President

/s/
-----------------------------------------
JEFFREY SILVERMAN

<PAGE> 1
Exhibit 10.40

FINANCIAL PERFORMANCE CORPORATION

STOCK OPTION AGREEMENT

STOCK OPTION AGREEMENT (the "Agreement"), dated as of January 10, 2000,
between FINANCIAL PERFORMANCE CORPORATION, a New York corporation (the
"Company"), having an address at 335 Madison Avenue, 8th floor, New York, New
York 10017 and RONALD NASH, having an address at c/o LTS Capital Partners, 777
Third Avenue, New York, New York 10017 (the "Grantee").

To evidence the Option and to set forth its terms, the Company and the
Grantee agree as follows:

1. Confirmation of Grant. The Company hereby evidences and
confirms its grant of the Option to the Grantee on the date of this Agreement.

2. Number of Shares. This Option shall be for an aggregate of
1,000,000 Shares.

This Option may be exercised only by written notice to the Company
indicating the number of whole Shares which are being purchased. Such notice
must be signed by the Grantee and be accompanied by full payment of the exercise
price.

6. Transferability. The Option may only be transferred to an
Affiliate of Grantee or by will or the laws of descent and distribution.

8. Representations and Warranties of the Company. The Company
hereby represents and warrants to the Grantee as follows:

10. Rights as a Shareholder. The Grantee shall have the rights of
a shareholder with respect to the Shares covered by the Option only upon
becoming the holder of record of those Shares.

12. No Obligation to Exercise Option. The granting of the Option
shall impose no obligation upon the Grantee to exercise the Option.

13. Agreement Not a Contract of Employment. This Agreement is not
a contract of employment, and the terms of the Grantee's Board membership or the
relationship of

3
<PAGE> 4
the Grantee with the Company or any Affiliate shall not be affected in any way
by this Agreement except as specifically provided herein. The execution
of this Agreement shall not be construed as conferring any legal rights upon
the Grantee for a continuation as a member of the Board or of any other
relationship between the Grantee and the Company or any Affiliate, nor shall
it interfere with the right of shareholders of the Company to remove the
Grantee from the Board or the right of the Company or any Affiliate to treat the
Grantee without regard to the effect which that treatment might have upon him as
a Grantee.

14. Certain Definitions.

"Affiliate" shall have the meaning specified in Rule 12b-2
under the Securities Exchange Act of 1934, as amended.

"Law" means any federal, state, local or foreign law
(including common law), statute, code, ordinance, rule, regulation or other
requirement or guideline.

"Order" means any order, consent, consent order, injunction,
judgment, decree, consent decree, ruling, writ, assessment or arbitration award.

"Permit" means any approval, authorization, registration,
consent, license permit or certificate by any Governmental Body.

"Person" means any individual, corporation, partnership, firm,
joint venture, association, joint stock company, trust, unincorporated
organization, Government Body or other entity.

5
<PAGE> 6
IN WITNESS WHEREOF, the Company and the Grantee have duly executed this
Stock Option Agreement as of the date first written above.

FINANCIAL PERFORMANCE CORPORATION

By: /s/
------------------------------------
Name: Ottavio Serena
Title: Vice-President

/s/
------------------------------------
RONALD NASH

<ARTICLE> 5

<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> DEC-31-1999
<CASH> 4,179,179
<SECURITIES> 0
<RECEIVABLES> 24,843
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 5,510,025
<PP&E> 487,040
<DEPRECIATION> 267,469
<TOTAL-ASSETS> 6,010,375
<CURRENT-LIABILITIES> 1,488,287
<BONDS> 0
0
0
<COMMON> 99,280
<OTHER-SE> 3,393,762
<TOTAL-LIABILITY-AND-EQUITY> 6,010,375
<SALES> 12,269,351
<TOTAL-REVENUES> 12,269,351
<CGS> 8,986,701
<TOTAL-COSTS> 8,986,701
<OTHER-EXPENSES> 3,318,369
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (730,620)
<INCOME-TAX> 132,164
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (862,784)
<EPS-BASIC> (0.090)
<EPS-DILUTED> (0.090)

</TABLE>