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                                                                     EXHIBIT 4.8

                          REGISTRATION RIGHTS AGREEMENT

         This Registration Rights Agreement (the "Agreement") is entered into as
of June 29, 2000 by and among Eltrax Systems, Inc., a Minnesota corporation (the
"Company"), and E.piphany, Inc. a Delaware corporation, (the "Holder").

                                    RECITALS:

         A. Pursuant to a Subscription Agreement of even date herewith (the
"SUBSCRIPTION AGREEMENT"), the Holder purchased shares of the Company's common
stock, par value $.01 per share (the "Common Shares"); and

         B. As a condition precedent to the Holder's obligation to purchase the
Common Shares the Company has agreed to grant the Holder certain registration
rights with respect to the Common Shares received by the Holder pursuant to the
Subscription Agreement.

         NOW, THEREFORE, in consideration of the foregoing premises and other
good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties agree as follows:

         1. DEFINITIONS. The following capitalized terms shall have the
following definitions:

         (a) "Common Stock" means the Company's common stock, par value $.01 per
         share.

         (b) "Merger" means the transaction by and among the Company, Solemn
         Acquisition Corporation, a wholly owned subsidiary of the Company, and
         Cereus Technology Partners, Inc., as described more fully in that
         certain Merger Agreement by and among such parties dated June 12, 2000.

         (c) "Person" means an individual, a partnership, a limited liability
         company, a joint venture, a corporation, a trust, an unincorporated
         organization, a government or any department or agency thereof, or any
         other entity.

         (d) "Registrable Securities" includes the Common Shares and any shares
         of Common Stock issued or issuable with respect to the Common Shares by
         way of stock dividend, stock split or in connection with a combination
         of stock, recapitalization, merger, consolidation or other
         reorganization. As to any particular Registrable Securities, such
         securities will cease to be Registrable Securities on the date all of
         such securities are eligible to be sold in a single ninety (90) day
         period pursuant to Rule 144 (or any similar provisions then in force)
         under the Securities Act.

         (e) "Registration Period" means the period of one year following the
         effective date of the Merger.

         (f) "Registration Statement" means any registration statement of the
         Company which covers any Registrable Securities pursuant to the
         provisions of this Agreement.




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         (g) "SEC" means the Securities and Exchange Commission.

         (h) "Securities Act" means the Securities Act of 1933, as amended, or
         any similar federal law then in force.

         2.  PIGGYBACK REGISTRATION.

         (a) If the Company proposes to register any of its securities under the
         Securities Act (other than pursuant to (i) a registration on Form
         S-4 or any successor form, or (ii) an offering of securities in
         connection with an employee benefit plan, a stock option plan, a
         stock dividend plan, a stock ownership plan or a dividend
         reinvestment plan) at any time during the Registration Period and
         the registration form to be used may be used for the registration of
         Registrable Securities (a "Piggyback Registration"), the Company
         shall give prompt written notice to all holders of Registrable
         Securities of its intention to effect such a registration (each a
         "Piggyback Notice") and, subject to Sections 2(b) and 2(c) below,
         the Company shall include in such registration all Registrable
         Securities with respect to which the Company has received written
         requests for inclusion therein within fifteen (15) days after the
         date of sending of the Company's notice (the "Included Registrable
         Securities"); provided, however, that, at the Company's option, the
         Company may file a separate Registration Statement for, and with
         respect to, Included Registrable Securities in satisfaction of the
         Company's obligation hereunder.

         (b) If a Piggyback Registration is an underwritten registration that
         includes primary shares to be sold on behalf of the Company, and
         the managing underwriters advise the Company in writing that in
         their opinion the number of securities requested to be included in
         such registration exceeds the number which can be sold in an
         orderly manner within a price range acceptable to the Company, the
         Company shall include in such registration (i) first, the
         securities the Company proposes to sell, and (ii) second, the
         Registrable Securities requested to be included in such
         registration and any other securities requested to be included in
         such registration, pro rata among the Holder of Registrable
         Securities requesting such registration and the holders of such
         other securities on the basis of the number of shares owned by
         each such holder. The Company warrants that the terms of this
         Section 2(b) do not conflict with any other registration rights
         granted to existing owners of the Company's securities.

         (c) If a Piggyback Registration is an underwritten secondary
         registration initiated by and on behalf of holders of the
         Company's securities other than the Holder of Registrable
         Securities pursuant to the exercise of demand registration rights,
         and the managing underwriters advise the Company in writing that
         in their opinion the number of securities requested to be included
         in such registration exceeds the number which can be sold in an
         orderly manner in such offering within a price range acceptable to
         the holders initially requesting such registration, the Company
         shall include in such registration (i) first, all of the
         securities requested to be included therein by the holders
         initially requesting such registration, and (ii) second, the
         Registrable Securities requested to be included in such




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         registration and any other securities requested to be included in
         such registration, pro rata among the Holder of Registrable
         Securities requesting such registration and the holders of such
         other securities on the basis of the number of shares owned by
         each such holder.

         (d) In the case of an underwritten Piggyback Registration, the Company
         shall have the sole and exclusive right to select the investment
         banker(s) and manager(s) to administer the offering.

         3.  REGISTRATION PROCEDURES. Whenever the Holder of Registrable
Securities has requested that any Registrable Securities be registered
pursuant to this Agreement, the Company shall use its reasonable best
efforts to effect the registration and the sale of such Registrable
Securities in accordance with the intended method of disposition thereof
and pursuant thereto the Company shall as expeditiously as possible:

         (a) prepare and file with the SEC a Registration Statement with respect
         to such Registrable Securities and use its reasonable best efforts
         to cause such Registration Statement to become effective;

         (b) prepare and file with the SEC such amendments and supplements to
         such Registration Statement and the prospectus used in connection
         therewith as may be necessary to keep such Registration Statement
         effective for the period required by the intended method of
         disposition, and comply with the provisions of the Securities Act
         with respect to the disposition of all securities covered by such
         Registration Statement during such period in accordance with the
         intended methods of disposition by the sellers thereof set forth
         in such Registration Statement;

         (c) furnish to each seller of Registrable Securities such number of
         copies of such Registration Statement, each amendment and
         supplement thereto, the prospectus included in such Registration
         Statement (including each preliminary prospectus) and such other
         documents as such seller may reasonably request in order to
         facilitate the disposition of the Registrable Securities owned by
         such seller;

         (d) use its reasonable best efforts to register or qualify such
         Registrable Securities under such other securities or blue sky
         laws of such jurisdictions as any seller reasonably requests and
         do any and all other acts and things which may be reasonably
         necessary or advisable to enable such seller to consummate the
         disposition in such jurisdictions of the Registrable Securities
         owned by such seller (provided that the Company shall not be
         required to (i) qualify generally to do business in any
         jurisdiction where it would not otherwise be required to qualify
         but for this Section 3(d), (ii) subject itself to taxation in any
         such jurisdiction, (iii) consent to general service of process in
         any such jurisdiction, or (iv) qualify such Registrable Securities
         in a given jurisdiction where expressions of investment interest
         are not sufficient in such jurisdiction to reasonably justify the
         expense of qualification in the jurisdiction or where such
         qualification would require the Company to register as a broker or
         dealer in such jurisdiction).




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         (e) notify each seller of such Registrable Securities, at any time when
         a prospectus relating thereto is required to be delivered under
         the Securities Act, of the happening of any event as a result of
         which the prospectus included in such Registration Statement
         contains an untrue statement of a material fact or omits any
         material fact necessary to make the statements therein not
         misleading, and, at the request of any such seller, the Company
         shall prepare a supplement or amendment to such prospectus so
         that, as thereafter delivered to the purchasers of such
         Registrable Securities, such prospectus shall not contain an
         untrue statement of a material fact or omit to state any material
         fact necessary to make the statements therein not misleading;

         (f) use its reasonable best efforts to cause all such Registrable
         Securities to be listed on each securities exchange on which
         similar securities issued by the Company are then listed and to be
         qualified for trading on each system on which similar securities
         issued by the Company are from time to time qualified;

         (g) in the event of an underwritten public offering, enter into and
         perform its obligations under an underwriting agreement, in usual
         and customary form, with the managing underwriter(s) of such
         offering; and

         (h) in the event of the issuance of any stop order suspending the
         effectiveness of a Registration Statement, or of any order
         suspending or preventing the use of any related prospectus or
         suspending the qualification of any Common Stock included in such
         Registration Statement for sale in any jurisdiction, the Company
         shall use its reasonable best efforts to promptly obtain the
         withdrawal of such order.

The Holder agrees that, upon receipt of any notice from the Company of the
happening of any event of the kind described in Section 3(e) or (h) hereof, such
Holder shall forthwith discontinue disposition of shares of Common Stock
pursuant to a Piggyback Registration until receipt of the copies of an
appropriate supplement or amendment to the prospectus under Section 3(e) or
until the withdrawal of such order under Section 3(h).

         4. REGISTRATION EXPENSES. The Company shall bear all costs and expenses
incident to the Company's performance of, or compliance with, this
Agreement, including, without limitation, all registration and filing
fees, fees and expenses of compliance with securities or blue sky laws,
printing expenses, messenger and delivery expenses, and fees and
disbursements of counsel for the Company, all independent certified
public accountants of the Company and fees and expenses of other Persons
retained by the Company in connection with the distribution of the
Registrable Securities. The participating Holder shall pay all discounts
and commissions attributable to the Registrable Securities, all transfer
taxes relating to the sale or disposition of the Registrable Securities
and all fees and expenses of any attorney or accountant retained by the
Holder in connection with the registration of Registrable Securities.

         5. INDEMNIFICATION.

         (a) The Company agrees to indemnify, to the extent permitted by law,
         each Holder of Registrable Securities, its officers, directors
         and trustees and each Person who controls




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         (within the meaning of the Securities Act) such Holder
         against all losses, claims, damages, liabilities and expenses
         caused by any untrue or alleged untrue statement of material
         fact contained in any Registration Statement, prospectus or
         preliminary prospectus or any amendment thereof or supplement
         thereto or any omission or alleged omission of a material
         fact required to be stated therein or necessary to make the
         statements therein not misleading, except insofar as the same
         are caused by or contained in any information furnished to
         the Company in writing by such Holder expressly for use
         therein or by such Holder's failure to deliver a copy of the
         Registration Statement or prospectus or any amendments or
         supplements thereto after the Company has furnished such
         Holder with a sufficient number of copies of the same;
         provided however, that such indemnification shall in no case
         exceed the value of the Holder's Common Shares sold under
         such Registration Statement. In connection with an
         underwritten offering, the Company shall indemnify such
         underwriters, their officers and directors and each Person
         who controls (within the meaning of the Securities Act) such
         underwriters to the same extent as provided above with
         respect to the indemnification of the Holder of Registrable
         Securities.

         (b) In connection with any Registration Statement in which a Holder of
         Registrable Securities is participating, each such Holder
         shall furnish to the Company in writing such information as
         the Company reasonably requests for use in connection with
         any such Registration Statement or prospectus and, to the
         extent permitted by law, shall indemnify the Company, its
         directors and officers and each Person who controls (within
         the meaning of the Securities Act) the Company against any
         losses, claims, damages, liabilities and expenses resulting
         from any untrue or alleged untrue statement of material fact
         contained in the Registration Statement, prospectus or
         preliminary prospectus or any amendment thereof or supplement
         thereto or any omission or alleged omission of a material
         fact required to be stated therein or necessary to make the
         statements therein not misleading, but only to the extent
         that such untrue statement or omission is contained in any
         information so furnished in writing by such Holder; provided
         however, that such indemnification shall in no case exceed
         the value of the Common Shares sold under such Registration
         Statement.

         (c) Any Person entitled to indemnification hereunder shall (i) give
         prompt written notice to the indemnifying party of any claim
         with respect to which it seeks indemnification and (ii)
         unless in such indemnified party's reasonable judgment a
         conflict of interest between such indemnified and
         indemnifying parties may exist with respect to such claim,
         permit such indemnifying party to assume the defense of such
         claim with counsel reasonably satisfactory to the indemnified
         party. If such defense is assumed, the indemnifying party
         shall not be subject to any liability for any settlement made
         by the indemnified party without its consent (but such
         consent shall not be unreasonably withheld). An indemnifying
         party who is not entitled to, or elects not to, assume the
         defense of a claim shall not be obligated to pay the fees and
         expenses of more than one counsel for all parties indemnified
         by such indemnifying party with respect to such claim, unless
         in the reasonable judgment of any indemnified party a
         conflict of interest may exist between such indemnified party
         and any other such indemnified parties with respect to such
         claim.






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         (d) If for any reason the indemnification provided for in the preceding
         clauses (a) and (b) is unavailable to an indemnified party or
         insufficient to hold such party harmless as contemplated by
         the preceding clauses (a) and (b), then the indemnifying
         party shall contribute to the amount paid or payable by the
         indemnified party as a result of the loss, claim, damage,
         liability or expense in the proportion as is appropriate to
         reflect (i) the relative fault of the indemnified party and
         the indemnifying party, and (ii) any other relevant equitable
         considerations; provided however, that in no event shall any
         party indemnify the indemnified party for an amount that
         exceeds the value of the Holder's Common Shares sold under
         such Registration Statement.

         (e) The indemnities provided in this Section 5 shall survive the
         Holder's transfer of any Registrable Securities.

         6. PARTICIPATION IN UNDERWRITTEN REGISTRATIONS. No Person may
participate in any registration hereunder which is underwritten unless such
Person (a) agrees to sell such Person's securities on the basis provided in any
underwriting arrangements approved by the Person or Persons entitled hereunder
to approve such arrangements (as such arrangements are applicable to all
similarly situated Person's selling securities pursuant to such registration)
and (b) completes and executes all questionnaires, powers of attorney,
indemnities, underwriting agreements and other documents required under the
terms of such underwriting arrangements (as such arrangements are applicable to
all similarly situated Person's selling securities pursuant to such
registration).

         7. DISCLOSURE. With a view to making available to the Holder the
benefits of Rule 144 promulgated under the Securities Act, the Company agrees,
for a period of two years following the date of this Agreement, to:

         (a) make and keep public information available within the meaning of
         Rule 144(c) of the Securities Act;

         (b) file with the SEC in a timely manner all reports and other
         documents required of the Company under the Securities Act
         and the Securities Exchange Act of 1934, as amended (the
         "Exchange Act"); and

         (c) furnish to the Holder, so long as the Holder owns any Registrable
         Securities, forthwith upon request (i) a written statement by
         the Company that it has complied with the reporting
         requirements of Rule 144 and the Exchange Act, (ii) a copy of
         the most recent annual or quarterly report of the Company,
         and (iii) such other reports, documents and other information
         in the possession of or reasonably obtainable by the Company
         as the Holder may reasonably request in availing itself of
         Rule 144.

         8. MISCELLANEOUS.

         (a) The Company shall not hereafter enter into any agreement with
         respect to its securities which is inconsistent with or
         violates the rights granted to the Holder of Registrable
         Securities in this Agreement.




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         (b) Any Person having rights under any provision of this Agreement
         shall be entitled to enforce such rights specifically to
         recover damages caused by reason of any breach of any
         provision of this Agreement and to exercise all other rights
         granted by law. The parties agree and acknowledge that money
         damages may not be an adequate remedy for any breach of the
         provisions of this Agreement and that any party may in its
         sole discretion apply to any court of law or equity of
         competent jurisdiction (without posting any bond or other
         security) for specific performance and for other injunctive
         relief in order to enforce or prevent violation of the
         provisions of this Agreement.

         (c) Except as otherwise provided herein, the provisions of this
         Agreement may be amended or waived only upon the prior
         written consent of the Company and the Holder of a majority
         of the then outstanding shares of Registrable Securities.

         (d) All covenants and agreements in this Agreement by or on behalf of
         any of the parties shall bind and inure to the benefit of the
         respective successors and assigns of the parties hereto
         whether so expressed or not. In addition, whether or not any
         express assignment has been made, the provisions of this
         Agreement which are for the benefit of purchasers or the
         Holder of Registrable Securities are also for the benefit of,
         and enforceable by, any subsequent holder of Registrable
         Securities.

         (e) Whenever possible, each provision of this Agreement shall be
         interpreted in such manner as to be effective and valid under
         applicable law, but if any provision of this Agreement is
         held to be prohibited by or invalid under applicable law,
         such provision shall be ineffective only to the extent of
         such prohibition or invalidity, without invalidating the
         remainder of this Agreement.

         (f) This Agreement may be executed in any number of counterparts, each
         of which shall be deemed an original and all of which
         together shall constitute one and the same agreement.
         Photographic or facsimile reproductions of this Agreement may
         be made and relied upon to the same extent as the originals.

         (g) The descriptive headings of this Agreement are inserted for
         convenience only and do not constitute a part of this Agreement.

         (h) This Agreement has been executed in, and shall be construed in
         accordance with the laws of, the State of Georgia.

         (i) All notices, demands or other communications to be given or
         delivered under or by reason of the provisions of this
         Agreement shall be in writing and shall be deemed to have
         been given when delivered personally to the recipient, sent
         to the recipient by reputable express courier service
         (charges prepaid) or mailed to the recipient by certified or
         registered mail, return receipt requested and postage
         prepaid. Such notices, demands and other communications shall
         be sent to the Holder at the address indicated on the
         Subscription Agreement and to the Company at the address
         indicated below:



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                              400 Galleria Parkway
                                    Suite 300
                             Atlanta, Georgia 30339

         or to such other address or to the attention of such other person as
         the recipient party has specified by prior written notice to the
         sending party.

         IN WITNESS WHEREOF, the parties have signed this Agreement as of the
date set forth above.

                                  COMPANY:

                                  Eltrax Systems, Inc., a Minnesota corporation

                                  By: /s/ William P. O'Reilly
                                     ------------------------------------------
                                      William P. O'Reilly, Chief Executive
                                      Officer



                                  HOLDER:

                                  E.piphany, Inc., a Delaware corporation

                                  By: /s/ Kevin Yeaman
                                     ------------------------------------------


                                  Name:   Kevin Yeaman
                                       ----------------------------------------


                                  Title:  CFO
                                        ---------------------------------------















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