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),"