<PAGE>   1
                                                                  EXHIBIT 10.13

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY APPLICABLE STATE
SECURITIES LAWS, AND MAY NOT BE SOLD OR OFFERED FOR SALE OR OTHERWISE
TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID
ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL
REASONABLY SATISFACTORY TO THE ISSUER THAT SUCH REGISTRATION IS NOT REQUIRED.

                                    WARRANT

                 TO PURCHASE 250,000 SHARES OF COMMON STOCK OF

                        CEREUS TECHNOLOGY PARTNERS, INC.



No. ______                                                      August 21, 2000

                  THIS CERTIFIES THAT, for value received, Juliet M. Reising
(subject to the restrictions on transfer contained herein and its registered
assigns) (the "Holder") is entitled to purchase from Cereus Technology
Partners, Inc., a Delaware corporation (the "Company"), a total of 250,000
shares of common stock, $.01 par value (the "Common Stock") of the Company,
exercisable at any time or from time to time after 9:00 a.m., Atlanta, Georgia
time, on the date of closing of the transaction contemplated by that Second
Amended and Restated Agreement and Plan of Merger by and among Eltrax Systems,
Inc., Solemn Acquisition Corporation and the Company dated as of July 27, 2000
and prior to 5:00 p.m., Atlanta, Georgia time, on the ten year anniversary of
such closing date (the "Expiration Date"), at the Exercise Price (as
hereinafter defined), all subject to adjustment and upon the terms and
conditions as hereinafter provided;

                  Capitalized terms used and not otherwise defined in this
Warrant shall have the meanings set forth in Article IV hereof.



                                   ARTICLE I

                              EXERCISE OF WARRANTS

                  1.1. Method of Exercise. To exercise this Warrant in whole or
in part, the Holder shall deliver to the Company: (a) this Warrant; (b) a
written notice, substantially in the form of the subscription notice attached
hereto as Annex 1, of such Holder's election to exercise this Warrant, which
notice shall specify the number of shares of Common Stock to


<PAGE>   2


be purchased, the denominations of the share certificate or certificates
desired and the name or names of the Eligible Holder(s) in which such
certificates are to be registered; and (c) payment of the Exercise Price with
respect to such shares of Common Stock. Such payment may be made, at the option
of the Holder, by cash, money order, certified or bank cashier's check or wire
transfer.

                  The Company shall, as promptly as practicable and in any
event within five (5) Business Days thereafter, execute and deliver or cause to
be executed and delivered, in accordance with such subscription notice, a
certificate or certificates representing the aggregate number of shares of
Common Stock specified in said notice. The share certificate or certificates so
delivered shall be in such denominations as may be specified in such notice
(or, if such notice shall not specify denominations, one certificate shall be
issued) and shall be issued in the name of the Holder or such other name or
names of Eligible Holder(s) as shall be designated in such notice. Such
certificate or certificates shall be deemed to have been issued, and such
Holder or any other person so designated to be named therein shall be deemed
for all purposes to have become holders of record of such shares, as of the
date the aforementioned notice is received by the Company. If this Warrant
shall have been exercised only in part, the Company shall, at the time of
delivery of the certificate or certificates, deliver to the Holder a new
Warrant evidencing the right to purchase the remaining shares of Common Stock
called for by this Warrant, which new Warrant shall in all other respects be
identical with this Warrant. The Company shall pay all expenses payable in
connection with the preparation, issuance and delivery of share certificates
and new Warrants (other than transfer or similar taxes in connection with the
transfer of securities), except that, if share certificates or new Warrants
shall be registered in a name or names other than the name of the Holder, funds
sufficient to pay all transfer taxes payable as a result of such transfer shall
be paid by the Holder at the time of delivering the aforementioned notice or
promptly upon receipt of a written request of the Company for payment.

                  If this Warrant shall be surrendered for exercise within any
period during which the transfer books for shares of the Common Stock of the
Company or other securities purchasable upon the exercise of this Warrant are
closed for any purpose, the Company shall not be required to make delivery of
certificates for the securities purchasable upon such exercise until the date
of the reopening of said transfer books.

                  1.2. Shares To Be Fully Paid and Nonassessable. All shares of
Common Stock issued upon the exercise of this Warrant shall be validly issued,
fully paid and nonassessable.

                  1.3. No Fractional Shares To Be Issued. The Company shall not
be required to issue fractions of shares of Common Stock upon exercise of this
Warrant. If any fraction of a share would, but for this Section, be issuable
upon any exercise of this Warrant, in lieu of such fractional share the Company
shall pay to the Holder, in cash, an amount equal to the same fraction of the
Average Closing Price per share of outstanding shares of Common Stock on the
Business Day immediately prior to the date of such exercise.



                                       2
<PAGE>   3

                  1.4. Securities Laws; Share Legend. The Holder, by acceptance
of this Warrant, agrees that this Warrant and all shares of Common Stock
issuable upon exercise of this Warrant will be disposed of only in accordance
with the Securities Act of 1933, as amended (the "Securities Act") and the
rules and regulations of the Securities and Exchange Commission (the
"Commission") promulgated thereunder. In addition to any other legend which the
Company may deem advisable under the Securities Act and applicable state
securities laws, all certificates representing shares of Common Stock (as well
as any other securities issued hereunder in respect of any such shares) issued
upon exercise of this Warrant shall be endorsed as follows:

         THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
         REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY
         APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD OR OFFERED FOR
         SALE OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE
         REGISTRATION STATEMENT UNDER SAID ACT AND ANY APPLICABLE STATE
         SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO
         THE ISSUER THAT SUCH REGISTRATION IS NOT REQUIRED.

                  Any certificate issued at any time in exchange or
substitution for any certificate bearing such legend (except a new certificate
issued upon completion of a public distribution pursuant to a registration
statement under the Securities Act) shall also bear such legend unless, in the
opinion of counsel (in form and substance reasonably satisfactory to the
Company) selected by the Holder of such certificate and reasonably acceptable
to the Company, the securities represented thereby need no longer be subject to
restrictions on resale under the Securities Act.

                                   ARTICLE II

                     WARRANT AGENCY; TRANSFER, EXCHANGE AND
                             REPLACEMENT OF WARRANT

                  2.1. Warrant Agency. Until such time, if any, as an
independent agency shall be appointed by the Company to perform services
described herein with respect to this Warrant (the "Warrant Agency"), the
Company shall perform the obligations of the Warrant Agency provided herein at
its principal office address or such other address as the Company shall specify
by prior written notice to the Holder.

                  2.2. Ownership of Warrant. The Company may deem and treat the
person in whose name this Warrant is registered as the holder and owner hereof
(notwithstanding any notations of ownership or writing hereon made by any
person other than the Company) for all purposes and shall not be affected by
any notice to the contrary, until presentation of this Warrant for registration
of transfer as provided in this Article II.

                  2.3. Transfer of Warrant. This Warrant may only be
transferred to a purchaser subject to and in accordance with this Section 2.3,
and any attempted transfer



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<PAGE>   4


which is not in accordance with this Section 2.3 shall be null and void and the
transferee shall not be entitled to exercise any of the rights of the holder of
this Warrant. The Company agrees to maintain at the Warrant Agency books for
the registration of such transfers of Warrants, and transfer of this Warrant
and all rights hereunder shall be registered, in whole or in part, on such
books, upon surrender of this Warrant at the Warrant Agency in accordance with
this Section 2.3, together with a written assignment of this Warrant,
substantially in the form of the assignment attached hereto as Annex 2, duly
executed by the Holder or its duly authorized agent or attorney-in-fact, with
signatures guaranteed by a bank or trust company or a broker or dealer
registered with the NASD, and funds sufficient to pay any transfer taxes
payable upon such transfer. Upon surrender of this Warrant in accordance with
this Section 2.3, the Company (subject to being satisfied that such transfer is
in compliance with Section 1.4) shall execute and deliver a new Warrant or
Warrants of like tenor and representing in the aggregate the right to purchase
the same number of shares of Common Stock in the name of the assignee or
assignees and in the denominations specified in the instrument of assignment,
and this Warrant shall promptly be canceled. Notwithstanding the foregoing, a
Warrant may be exercised by a new holder without having a new Warrant issued.
The Company shall not be required to pay any Federal or state transfer tax or
charge that may be payable in respect of any transfer of this Warrant or the
issuance or delivery of certificates for Common Stock in a name other than that
of the registered holder of this Warrant.

                  2.4. Division or Combination of Warrants. This Warrant may be
divided or combined with other Warrants, in connection with the partial
exercise of this Warrant, upon surrender hereof and of any Warrant or Warrants
with which this Warrant is to be combined at the Warrant Agency, together with
a written notice specifying the names and denominations in which the new
Warrant or Warrants are to be issued, signed by the holders hereof and thereof
or their respective duly authorized agents or attorneys-in-fact. Subject to
compliance with Section 2.3 as to any transfer which may be involved in the
division or combination, the Company shall execute and deliver a new Warrant or
Warrants in exchange for the Warrant or Warrants to be divided or combined in
accordance with such notice.

                  2.5. Loss, Theft, Destruction of Warrant Certificates. Upon
receipt by the Company of evidence reasonably satisfactory to the Company of
the loss, theft, destruction or mutilation of this Warrant and, in the case of
any such loss, theft or destruction, upon receipt of indemnity or security (in
customary form) reasonably satisfactory to the Company, or, in the case of any
such mutilation, upon surrender and cancellation of such Warrant and upon
reimbursement of the Company's reasonable incidental expenses, the Company will
make and deliver, in lieu of such lost, stolen, destroyed or mutilated Warrant,
a new Warrant of like tenor and representing the right to purchase the same
aggregate number of shares of Common Stock.

                  2.6. Expenses of Delivery of Warrants. Except as otherwise
expressly provided herein, the Company shall pay all expenses (other than
transfer taxes as described in Section 2.3) and other charges payable in
connection with the preparation, issuance and delivery of Warrants hereunder
and shares of Common Stock upon the exercise hereof.



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                                  ARTICLE III

                            ANTIDILUTION PROVISIONS

                  3.1. Adjustments Generally. The Exercise Price and the number
of shares of Common Stock (or other securities or property) issuable upon
exercise of this Warrant shall be subject to adjustment from time to time upon
the occurrence of certain events, as provided in this Article III.

                  3.2. Common Share Reorganization. If the Company shall
subdivide its outstanding shares of Common Stock into a greater number of
shares or consolidate its outstanding shares of Common Stock into a smaller
number of shares (any such event being called a "Common Share Reorganization"),
then (a) the Exercise Price shall be adjusted, effective immediately after the
record date at which the holders of shares of Common Stock are determined for
purposes of such Common Share Reorganization, to a price determined by
multiplying the Exercise Price in effect immediately prior to such record date
by a fraction, the numerator of which shall be the number of shares of Common
Stock outstanding on such record date before giving effect to such Common Share
Reorganization and the denominator of which shall be the number of shares of
Common Stock outstanding after giving effect to such Common Share
Reorganization, and (b) the number of shares of Common Stock subject to
purchase upon exercise of this Warrant shall be adjusted, effective at such
time, to a number determined by multiplying the number of shares of Common
Stock subject to purchase immediately before such Common Share Reorganization
by a fraction, the numerator of which shall be the number of shares outstanding
after giving effect to such Common Share Reorganization and the denominator of
which shall be the number of shares of Common Stock outstanding immediately
before such Common Share Reorganization.

                  3.3. Capital Reorganization. If there shall be any
consolidation or merger to which the Company is a party, other than a
consolidation or a merger in which the Company is a continuing corporation and
which does not result in any reclassification of, or change (other than a
Common Share Reorganization or a change in par value) in, outstanding shares of
Common Stock, or any sale or conveyance of the property of the Company as an
entirety or substantially as an entirety (any such event being called a
"Capital Reorganization"), then, effective upon the effective date of such
Capital Reorganization, the Holder shall have the right to purchase, upon
exercise of this Warrant, the kind and amount of shares of stock and other
securities and property (including cash) which the Holder would have owned or
have been entitled to receive after such Capital Reorganization if this Warrant
had been exercised immediately prior to such Capital Reorganization. As a
condition to effecting any Capital Reorganization, the Company or the successor
or surviving corporation, as the case may be, shall execute and deliver to the
Holder and to the Warrant Agency an agreement as to the Holder's rights in
accordance with this Section 3.3, providing for subsequent adjustments as
nearly equivalent as may be practicable to the adjustments provided for in this
Article III.



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The provisions of this Section 3.3 shall similarly apply to successive Capital
Reorganizations.

                  3.4. Adjustment Rules. (a) Any adjustments pursuant to this
Article III shall be made successively whenever an event referred to herein
shall occur.

                  (b) No adjustment shall be made pursuant to this Article III
in respect of the issuance from time to time of shares of Common Stock upon the
exercise of this Warrant.

                  (c) If the Company shall set a record date to determine the
holders of shares of Common Stock for purposes of a Common Stock Reorganization
or Capital Reorganization and shall legally abandon such action prior to
effecting such action, then no adjustment shall be made pursuant to this
Article III in respect of such action.

                  3.5. Proceeding Prior to Any Action Requiring Adjustment. As
a condition precedent to the taking of any action which would require an
adjustment pursuant to this Article III, the Company shall take any action
which may be necessary, including obtaining regulatory approvals or exemptions,
in order that the Company may thereafter validly and legally issue as fully
paid and nonassessable all shares of Common Stock which the Holder is entitled
to receive upon exercise hereof.

                  3.6. Notice of Dividends, Distributions and Adjustments. The
Company shall give notice to the Holder at least fifteen (15) days prior to any
record date in respect of the payment of dividends or other distributions on
the Common Stock, or in respect of any Common Share Reorganization or Capital
Reorganization describing, in each case, such event in reasonable detail and
specifying such record date. In addition, no later than 15 days after the
effective date or record date, as the case may be, of any Common Share
Reorganization or Capital Reorganization or any other action that requires an
adjustment pursuant to this Article III, the Company shall give notice to the
Holder of such event, describing such event in reasonable detail and specifying
the record date or effective date, as the case may be, and, if determinable,
the required adjustment and the computation thereof. If the required adjustment
is not determinable at the time of such notice, the Company shall give notice
to the Holder of such adjustment and computation promptly after such adjustment
becomes determinable.

                  3.7. Dividends Not Paid Out of Earnings or Earned Surplus. In
the event the Company shall declare a dividend upon the Common Stock (other
than a dividend payable in Common Stock) payable otherwise than out of earnings
or earned surplus, determined in accordance with generally accepted accounting
principles, including the making of appropriate deductions for minority
interests, if any, in subsidiaries (herein referred to as "Liquidating
Dividends"), then, as soon as possible after the exercise of this Warrant, the
Company shall pay to the person exercising such Warrant an amount equal to the
aggregate value at the time of such exercise of all Liquidating Dividends
(including but not limited to the Common Stock which would have been issued at
the time of such earlier exercise and all other securities which would have
been issued with respect to such Common Stock by reason of stock splits, stock
dividends, mergers or reorganizations, or for any other reason). For the



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purposes of this Section 3.7, a dividend other than in cash shall be considered
payable out of earnings or earned surplus only to the extent that such earnings
or earned surplus are charged an amount equal to the fair value of such
dividend as determined in good faith by the Board of Directors of the Company.

                  3.8. Adjustment by Board of Directors. If any event occurs as
to which, in the opinion of the Board of Directors of the Company, the
provisions of this Article II are not strictly applicable or if strictly
applicable would not fairly protect the rights of the holder of this Warrant in
accordance with the essential intent and principles of such provisions, then
the Board of Directors shall make an adjustment in the application of such
provisions, in accordance with such essential intent and principles, so as to
protect such rights as aforesaid, but in no event shall any adjustment have the
effect of increasing the Exercise Price or decreasing the number of shares of
Common Stock into which the Warrant is exercisable as otherwise determined
pursuant to any of the provisions of this Article II except in the case of a
combination of shares of a type contemplated in Section 3.2 and then in no
event to an amount larger than the Exercise Price as adjusted pursuant to
Section 3.2.



                                   ARTICLE IV

                                  DEFINITIONS

                  The following terms, as used in this Warrant, have the
following respective meanings:

                  "Appraised Fair Market Value" means, as of any date, in
respect of shares of Common Stock, the Average Closing Price, if clauses (i),
(ii) or (iii) of the definition of Average Closing Price applies or, if clause
(iv) of such definition obtains, the Fair Market Value per share of Common
Stock, as determined by a qualified independent appraiser of national standing
having not less than five (5) years' experience in the valuation of securities,
the selection of which is mutually agreed by the Holder and the Company. In all
cases where Appraised Fair Market Value is determined by an independent
appraiser, as aforesaid, one half of such appraiser's fees and expenses shall
be paid by each of the Holder and the Company.

                  "Average Closing Price" means, as of any date, (i) if shares
of Common Stock are listed on a national securities exchange, the average of
the closing sale prices per share therefor on the largest securities exchange
on which such shares are traded on the last ten (10) trading days before such
date; (ii) if such shares are listed on The Nasdaq National Market but not on
any national securities exchange, the average of the average of the closing bid
and asked prices per share therefor on The Nasdaq National Market on the last
ten (10) trading days before such date; (iii) if such shares are not listed on
either a national securities exchange or The Nasdaq National Market, the
average of the average of the closing bid and asked prices per share therefor
in the over the counter market on the last twenty (20) trading



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<PAGE>   8


days before such date; or (iv) if no such sales prices are available, the Fair
Market Value of the Company per share of outstanding Common Stock as of such
date.

                  "Business Days" means each day in which banking institutions
in Atlanta, Georgia are not required or authorized by law or executive order to
close.

                  "Capital Reorganization" has the meaning set forth in Section
3.4.

                  "Commission" has the meaning set forth in Section 1.4.

                  "Common Share Reorganization" has the meaning set forth in
Section 3.2.

                  "Common Stock" has the meaning set forth in the first
paragraph of this Warrant.

                  "Company" has the meaning set forth in the first paragraph of
this Warrant.

                  "Eligible Holder" means the Holder and any permitted
transferee of the Holder pursuant to and in accordance with this Warrant.

                  "Exercise Price" means US $3.75 per share of Common Stock,
subject to adjustment pursuant to Article II.

                  "Expiration Date" has the meaning set forth in the first
paragraph of this Warrant.

                  "Fair Market Value" means the fair market value of the
business, property or assets in question as determined in good faith by the
Board of Directors of the Company and unless waived by the Holder of this
Warrant confirmed by an independent nationally recognized financial advisor
with expertise in valuing companies of this type, or determined as otherwise
specifically provided herein.

                  "Holder" has the meaning set forth in the first paragraph of
this Warrant.

                  "NASD" means The National Association of Securities Dealers,
Inc.

                  "Securities Act" means the Securities Act of 1933, as
amended, and any successor Federal statute, and the rules and regulations of
the Securities and Exchange Commission (or its successor) thereunder, all as
the same shall be in effect from time to time.

                  "Warrant Agency" has the meaning set forth in Section 2.1

                  "Warrant" means this Warrant and any other Warrant issued
pursuant hereto.



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                                   ARTICLE V

                                 MISCELLANEOUS

                  5.1. Governing Law. This Warrant shall be governed in all
respects by the laws of the State of Minnesota, without reference to its
conflicts of law principles.


                  5.2. Covenants To Bind Successor and Assigns. All covenants,
stipulations, promises and agreements contained in this Warrant by or on behalf
of the Company shall bind its successors and assigns, whether or not so
expressed.

                  5.3. Entire Agreement. This Warrant constitutes the full and
entire understanding and agreement between the parties with regard to the
subject matter hereof and no party shall be liable or bound to any other party
in any manner by any warranties, representations, or covenant except as
specifically set forth herein or therein.

                  5.4. Waivers and Amendments. No failure or delay of the
Holder in exercising any power or right hereunder shall operate as a waiver
thereof, nor shall any single or partial exercise of such right or power, or
any abandonment or discontinuance of steps to enforce such a right or power,
preclude any other or further exercise thereof or the exercise of any other
right or power. The rights and remedies of the Holder are cumulative and not
exclusive of any rights or remedies which it would otherwise have. The
provisions of this Warrant may be amended, modified or waived with (and only
with) the written consent of the Company and the Holders.

                  5.5  Notices. All notices or other communications required or
permitted hereunder shall be in writing and shall be mailed by express,
registered or certified mail, postage prepaid, return receipt requested, sent
by telecopy (with confirmation of transmission received and followed by the
posting of a "hard copy" of the notice or communication by first-class U.S.
mail), or by courier service guaranteeing overnight delivery with charges
prepaid, or otherwise delivered by hand or by messenger, and shall be
conclusively deemed to have been received by a party hereto and to be effective
on the day on which delivered or telecopied to such party at its address set
forth below (or at such other address as such party shall specify to the other
parties hereto in writing), or, if sent by registered or certified mail, on the
third business day after the day on which mailed, addressed to such party at
such address.

                  In the case of the Holder, such notices and communications
shall be addressed to its address as shown on the books maintained by the
Company, unless the Holder shall notify the Company in writing that notices and
communications should be sent to a different address, in which case such
notices and communications shall be sent to the address specified by the
Holder. In the case of the Company, such notices and communications shall be
addressed as follows: Attention: Chief Financial Officer, Cereus Technology
Partners, Inc., 1000 Abernathy Road, Suite 1000, Atlanta, Georgia 30326.




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<PAGE>   10


                  5.6 Survival of Agreements; Representations and Warranties,
etc. All warranties, representations and covenants made by the Company herein
shall be considered to have been relied upon by the Holder and shall survive
the issuance and delivery of the Warrant, regardless of any investigation made
by the Holder, and shall continue in full force and effect so long as this
Warrant is outstanding.

                  5.7 Severability. In case any one or more of the provisions
contained in this Warrant shall be held to be invalid, illegal or unenforceable
in any respect, the validity, legality and enforceability of the remaining
provisions contained herein shall not in any way be affected or impaired
thereby. The parties shall endeavor in good faith negotiations to replace the
invalid, illegal or unenforceable provisions with valid provisions the economic
effect of which comes as close as possible to that of the invalid, illegal or
unenforceable provisions.

                  5.8 Section Headings. The section headings used herein are
for convenience of reference only, do not constitute a part of this Warrant and
shall not affect the construction of or be taken into consideration in
interpreting this Warrant.

                  5.9 No Rights as Stockholder; No Limitations on Company
Action. This Warrant shall not entitle the Holder to any rights as a
stockholder of the Company. No provision of this Warrant and no right or option
granted or conferred hereunder shall in any way limit, affect or abridge the
exercise by the Company of any of its corporate rights or powers to
recapitalize, amend its certificate of incorporation, reorganize, consolidate
or merge with or into another corporation or to transfer all or any part of its
property or assets, or the exercise of any other of its corporate rights or
powers.

                  IN WITNESS WHEREOF, the Company has caused this Warrant to be
executed by its duly authorized representative.



                                          CEREUS TECHNOLOGY PARTNERS, INC.



                                           By:   /s/ Steven A. Odom
                                               --------------------------------
                                               Name: Steven A. Odom
                                               Title: Chief Executive Officer



                                      10
<PAGE>   11


                                                                        Annex 1

                              SUBSCRIPTION NOTICE

                                                         Dated:________________

                  The undersigned hereby irrevocably elects to exercise the
right of purchase evidenced by the attached Warrant for, and to purchase
thereunder, __________ shares of Common Stock of Cereus Technology Partners,
Inc. as provided for therein. The undersigned tenders herewith payment of the
Exercise Price (as defined in the attached Warrant) for such shares in the form
of cash, money order, certified or bank cashier's check or wire transfer.



                 Instructions for Registration of Common Stock
                 ---------------------------------------------

                  Please issue a certificate or certificates for such shares of
Common Stock in the following name or names and denominations:



Name:_________________________________________________
         (Please typewrite or print in block letters.)


Address:______________________________________________


Denomination:_________________________________________



                         Representations and Warranties
                         ------------------------------


                  In connection with the exercise of the attached Warrant, the
undersigned hereby represents and warrants that:

                  (i) the shares of Common Stock issuable pursuant to the
attached Warrant have not been registered under the Securities Act of 1933, as
amended (the "Securities Act"), or any applicable state securities laws, and
may not transferred, sold, or offered for sale unless registered pursuant to
the Securities Act and all applicable state securities laws or unless an
exemption from such registration in available and the Company has received an
opinion to that effect from counsel reasonably satisfactory to the Company;


<PAGE>   12


                  (ii) if the undersigned is an individual, the undersigned is
an "accredited investor" as that term is defined in Rule 501(a)(5) or (6) of
Regulation D promulgated under the Securities Act; and

                  (iii) it is purchasing the shares of Common Stock for
investment and not with a view to resale or distribution or any present
intention to resell or distribute, except in compliance with the Securities Act
and all applicable state securities laws.



                            Issuance of New Warrant


                  If said number of shares shall not be all the shares issuable
upon exercise of the attached Warrant, a new Warrant is to be issued in the
name of the undersigned for the balance remaining of such shares less any
fraction of a share paid in cash.



Signature:
          --------------------------------------------------------------------
          Note: The above signature should correspond exactly with the name on
                the face of the attached Warrant or with the name of the
                assignee appearing in the assignment form below.






                               Page 2 of Annex 1
<PAGE>   13




                                                                        Annex 2

                                   Assignment

                  For value received, the undersigned hereby sells, assigns and
transfers unto:

Name:________________________________________________
         (Please type or print in block letters)


Address:_____________________________________________

the right to purchase Common Stock (as defined in the attached Warrant)
represented by the attached Warrant to the extent of _______________ shares as
to which such right is exercisable and does hereby irrevocably constitute and
appoint ________________________________________________________________
__________________________________________________, attorney-in-fact, to
transfer said Warrant on the books of Cereus Technology Partners, Inc., with
full power of substitution in the premises.



Dated:________________


Signature:
          ---------------------------------------------------------------------
          Note:  The above signature should correspond exactly with the name on
                 the face of the attached Warrant.