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                                                                   EXHIBIT 4(e)

                         REGISTRATION RIGHTS AGREEMENT


         This REGISTRATION RIGHTS AGREEMENT (the "Agreement") is made and
entered into as of the 8th day of February, 2000, by and among CEREUS
TECHNOLOGY PARTNERS, INC., a Delaware corporation (the "Company"), and each of
the stockholders listed on Schedule 1 hereto (each a "Stockholder" and,
collectively, the "Stockholders").

         IN CONSIDERATION of the mutual promises and covenants set forth
herein, and intending to be legally bound, the parties hereto hereby agree as
follows:


1.       RESTRICTIONS ON TRANSFERABILITY OF SECURITIES; REGISTRATION RIGHTS

         1.1      CERTAIN DEFINITIONS. As used in this Agreement, the following
terms shall have the meanings set forth below:

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

                  (b)      "Demand Registration" shall have the meaning given to
it in Section 1.3 hereof.

                  (c)      "Exchange Act" shall mean the Securities Exchange Act
of 1934, as amended.

                  (d)      "Holder" shall mean any Stockholder who holds
Registrable Securities and any holder of Registrable Securities to whom the
rights conferred by this Agreement have been transferred in compliance with
Section 1.2 hereof.

                  (e)      "Initiating Holders" shall mean any Warrantholder or
Warrantholders who, in the aggregate, have the right to acquire not less than a
majority of the Warrant Shares underlying the then-outstanding Warrants.

                  (f)      "Other Stockholders" shall mean persons who, by
virtue of agreements with the Company other than this Agreement, are entitled
to include their securities in certain registrations hereunder.

                  (g)      "Registrable Securities" shall mean the shares of
Common Stock held by the Stockholders listed on Schedule 1 hereto in the amount
set forth thereon, the Warrants held by the Stockholders listed on Schedule 1
hereto and any shares of Common Stock that such Stockholder has the right to
acquire, or does acquire, upon the exercise of the Warrants

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or, in either case, their permitted transferees, provided that a Registrable
Securities ceases to be a Registrable Security when (i) it is registered under
the Securities Act; (ii) it is sold or transferred in accordance with the
requirements of Rule 144 (or similar provisions then in effect) promulgated by
the SEC under the Securities Act ("Rule 144); (iii) it is eligible to be sold
or transferred under Rule 144 without holding period or volume limitations; or
(iv) it is sold in a private transaction in which the transferor's rights under
this Agreement are not assigned.

                  (h)      The terms "register," "registered" and "registration"
shall refer to a registration effected by preparing and filing a registration
statement in compliance with the Securities Act of 1933, as amended (the
"Securities Act"), and applicable rules and regulations thereunder and the
declaration or ordering of the effectiveness of such registration statement.

                  (i)      "Registration Expenses" shall mean all expenses
incurred in effecting any registration pursuant to this Agreement, including,
without limitation, all registration, qualification, and filing fees, printing
expenses, escrow fees, fees and disbursements of counsel for the Company and
one counsel selected to represent the Holders, which counsel shall be
reasonably satisfactory to the Company, blue sky fees and expenses, and
expenses of any regular or special audits incident to or required by any such
registration, but shall not include (i) Selling Expenses; (ii) the compensation
of regular employees of the Company, which shall be paid in any event by the
Company; and (iii) blue sky fees and expenses incurred in connection with the
registration or qualification of any Registrable Securities in any state,
province or other jurisdiction in a registration pursuant to Section 1.3 or 1.4
hereof to the extent that the Company shall otherwise be making no offers or
sales in such state, province or other jurisdiction in connection with such
registration.

                  (j)      "Restricted Securities" shall mean any Registrable
Securities required to bear the legend set forth in Section 1.2(c) hereof.

                  (k)      "Rule 145" shall mean Rule 145 as promulgated by the
SEC under the Securities Act, as such Rule may be amended from time to time, or
any similar successor rule that may be promulgated by the SEC.

                  (l)      "SEC" shall mean the Securities and Exchange
Commission.

                  (m)      "Selling Expenses" shall mean all underwriting
discounts, selling commissions and stock transfer taxes applicable to the sale
of Registrable Securities.

                  (n)      "Warrantholder" shall mean any holder of a Warrant.

                  (o)      "Warrant Shares" shall mean the shares of Common
Stock issuable by the Company upon exercise of the Warrants.

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                  (p)      "Warrants" shall mean the warrants to purchase shares
of Common Stock at an exercise price of $10.00 per share dated February 8, 2000
issued in connection with the Company's January 2000 private equity financing.

         1.2      RESTRICTIONS ON TRANSFER.

                  (a)      Each Holder agrees not to make any disposition of all
or any portion of the Registrable Securities unless and until (i) there is then
in effect a registration statement under the Securities Act covering such
proposed disposition and such disposition is made in accordance with such
registration statement; or (ii) (A) such Holder shall have notified the Company
of the proposed disposition and shall have furnished the Company with a
detailed statement of the circumstances surrounding the proposed disposition
and (B) if reasonably requested by the Company, such Holder shall have
furnished the Company with an opinion of counsel, reasonably satisfactory to
the Company, that such disposition will not require registration of such shares
under the Securities Act, it being understood that the Company will not require
opinions of counsel for transactions made pursuant to Rule 144 except in
unusual circumstances.

                  (b)      Notwithstanding the provisions of subparagraphs (i)
and (ii) of paragraph (a) above, no such registration statement or opinion of
counsel shall be necessary for a transfer by a Holder which is (i) a
partnership to its partners in accordance with their partnership interests;
(ii) a limited liability company to its members in accordance with their member
interests; or (iii) to the Holder's family member or a trust for the benefit of
an individual Holder or one or more of his family members, provided that the
transferee will be subject to the terms of this Section 1.2 to the same extent
as if it were an original Holder hereunder.

                  (c)      Each certificate representing Registrable Securities
shall (unless otherwise permitted by the provisions of this Agreement) be
stamped or otherwise imprinted with a legend substantially similar to the
following (in addition to any legend required under applicable state securities
laws):

         THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD OR TRANSFERRED,
ASSIGNED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SUCH ACT OR
UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL OR OTHER EVIDENCE,
SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT
REQUIRED.

                  (d)      The Company shall be obligated to promptly reissue
unlegended certificates at the request of any Holder thereof if the Holder
shall have obtained an opinion of counsel (which counsel may be counsel to the
Company) reasonably acceptable to the Company to the effect that the securities
proposed to be disposed of may lawfully be so

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disposed of in compliance with the Securities Act without registration,
qualification or legend.

                  (e)      Any legend endorsed on an instrument pursuant to
applicable state securities laws and the stop-transfer instructions with
respect to such securities shall be removed upon receipt by the Company of an
order of the appropriate blue sky authority authorizing such removal or if the
Holder shall request such removal and shall have obtained and delivered to the
Company an opinion of counsel reasonably acceptable to the Company to the
effect that such legend and/or stop-transfer instructions are no longer
required pursuant to applicable state securities laws.

         1.3      DEMAND REGISTRATION.

                  (a)      Request for Registration. If the Company shall
receive at any time prior to the third anniversary hereof, a written request
from Initiating Holders that the Company effect the registration under the
Securities Act of their Warrant Shares, then the Company shall, within five
days of the receipt thereof, give written notice of such request to all Holders
and shall, subject to the limitations of this Section 1.3, use its best efforts
to effect such a registration as soon as practicable and in any event to file
within 60 days of the receipt of such request, a registration statement under
the Securities Act covering all the Registrable Securities which the Holders
shall in writing request (given within 10 days of receipt of the notice given
by the Company pursuant to this Section 1.3 (a)) to be included in such
registration and to use its best efforts to have such registration statement
become effective; provided, however, that the Company shall be obligated to
effect such registration on Form S-1 only if (i) Form S-3 (or any successor
form to Form S-3 regardless of its designation) is not available for such
offering by the Holders or (ii) if the offering is underwritten, the
underwriter shall determine that it is in the best interest of the selling
Holders to effect such registration on Form S-1.

                  (b)      Underwriting. The Initiating Holders must, unless
otherwise agreed by the Company and a majority of the Initiating Holders,
distribute the Registrable Securities covered by their request by means of an
underwriting, and the Company shall state that the distribution must be made by
means of an underwriting in the written notice referred to in subsection
1.3(a). The right of any Holder to include its Warrant Shares in such
registration shall be conditioned, if applicable, upon such Holder's
participation in such underwriting and the inclusion of such Holder's Warrant
Shares in the underwriting to the extent provided herein. If applicable, all
Holders proposing to distribute their Warrant Shares through such underwriting
shall, together with the Company, enter into an agreement in customary form
with the underwriter or underwriters selected for such underwriting by the
Company with the consent of the Holders holding a majority of the Warrant
Shares requested to be included in such registration, which consent shall not
be unreasonably withheld. If applicable, notwithstanding any other provision
of this Section 1.3, if, in the case of a registration request pursuant to
Section 1.3(a), the underwriter advises the Company that marketing factors
require a limitation of the number of Warrant Shares to be underwritten, then
the Company shall so advise all Holders of Warrant Shares which would otherwise
be

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underwritten pursuant hereto, and the number of Warrant Shares that may be
included in the underwriting shall be allocated pro rata based on the number of
Warrant Shares held among all Holders participating in such registration.

                  (c)      Effecting Registration. The Company shall not be
obligated to effect more than one (1) registration pursuant to this Section
1.3. A registration shall not be deemed to have been effected unless such
registration becomes effective pursuant to the 1933 Act; provided that no
registration shall be deemed to have been effected if (i) such registration is
interfered with by any stop order, injunction or other order or requirement of
the SEC or other governmental authority for any reason other than an act or
omission of an Initiating Holder, (ii) the conditions to closing specified in
the purchase agreement or underwriting agreement entered into in connection
with such registration are not satisfied by the Company other than by reason of
an act or omission by an Initiating Holder, or (iii) the Holders shall have
withdrawn such request for registration on the basis that there has been a
material adverse change in the business, condition or prospects of the Company
from that known to the Initiating Holders at the time of their request which
makes the proposed offering unwarranted in the good faith judgment of the
Holders of a majority of the Warrant Shares requested to be included in such
registration.

                  (d)      Exceptions. Notwithstanding the foregoing, (i) the
Company shall not be obligated to effect the filing of a registration statement
pursuant to this Section 1.3 in any particular jurisdiction in which the
Company would be requested to execute a general consent to service of process
in effecting such registration, unless the Company is already subject to
service in such jurisdiction and except as may be required by the Securities
Act, (ii) the Company shall not be obligated to effect the filing of a
registration statement pursuant to this Section 1.3 during the period starting
with the date 45 days prior to the Company's good faith estimate, as certified
in writing by the President of the Company to the Holders requesting a
registration statement pursuant to this Section 1.3, of the date of filing of,
and ending on the date 180 days following the effective date of, a registration
statement pertaining to an underwritten public offering of securities for the
account of the Company, or (iii) if the Company shall furnish to Holders
requesting a registration statement pursuant to this Section 1.3 a certificate
signed by the President of the Company stating that, in the good faith judgment
of the Board of Directors of the Company, it would not be in the best interests
of the Company and its stockholders generally for such registration statement
to be filed, the Company shall have a one-time right to defer such filing for a
period of not more than 45 days after receipt of the request of the Initiating
Holders.

         1.4      COMPANY REGISTRATION.

                  (a)      Right to Piggyback. If at any time prior to the two
(2) year anniversary of the date hereof the Company shall determine to register
any shares of Common Stock for its own account, other than a registration
relating solely to employee benefit plans, or a registration relating solely to
a Rule 145 transaction, or a registration on any registration form that does
not permit secondary sales, the Company will:

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                           (i)      promptly give to each Holder written notice
thereof, which notice briefly describes the Holders' rights under this Section
1.4 (including notice deadlines);

                           (ii)     use its best efforts to include in such
registration (and any related filing or qualification under applicable blue sky
laws), except as set forth in Section 1.4(b) below, and in any underwriting
involved therein, all the Registrable Securities specified in a written request
or requests, made by any Holder and received by the Company within ten (10)
days after the written notice from the Company described in clause (i) above is
mailed or delivered by the Company, provided that such Holders shall have
requested for inclusion in such registration at least fifty-one percent (51%)
of the aggregate number of the Registrable Securities which have been issued to
the Holders prior to the date of such written request. Such written request may
specify all or a part of a Holder's Registrable Securities; and

                           (iii)    keep such registration effective for a
period of one hundred eighty (180) days or until the Holder or Holders have
completed the distribution described in the registration statement relating
thereto, whichever first occurs.

                  (b)      Underwriting. If the registration of which the
Company gives notice is for a registered public offering involving an
underwriting, the Company shall so advise the Holders as a part of the written
notice given pursuant to Section 1.4(a)(i). In such event, the right of any
Holder to registration pursuant to this Section 1.4 shall be conditioned upon
such Holder's participation in such underwriting and the inclusion of such
Holder's Registrable Securities in the underwriting to the extent provided
herein. All Holders proposing to distribute their securities through such
underwriting shall (together with the Company and the other holders of
securities of the Company with registration rights to participate therein
distributing their securities through such underwriting) enter into an
underwriting agreement in customary form with the representative of the
underwriter or underwriters selected by the Company. Notwithstanding any other
provision of this Section 1.4, if the representative of the underwriters
advises the Company in writing that marketing factors require a limitation on
the number of shares to be underwritten, the representative may (subject to the
limitations set forth below) exclude all Registrable Securities from, or limit
the number of Registrable Securities to be included in, the registration and
underwriting. The Company shall so advise all Holders of securities requesting
registration, and the number of shares of securities that are entitled to be
included in the registration and underwriting shall be allocated first to the
Company for securities being sold for its own account and thereafter as set
forth in Section 1.11 hereof. If any person does not agree to the terms of any
such underwriting, he shall be excluded therefrom by written notice from the
Company or the underwriter. Any Registrable Securities or other securities
excluded or withdrawn from such underwriting shall be withdrawn from such
registration. If shares are so withdrawn from the registration and if the
number of shares of Registrable Securities to be included in such registration
was previously reduced as a result of marketing factors, the Company shall then
offer to all persons who have retained the right to include securities in the
registration the right to include additional securities in the registration in
an aggregate amount equal to the number of shares so

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withdrawn, with such shares to be allocated among the persons requesting
additional inclusion in accordance with Section 1.11 hereof.

         1.5      EXPENSES OF REGISTRATION. All Registration Expenses incurred
in connection with any registration, qualification or compliance pursuant to
Section 1.3 or 1.4 hereof shall be borne by the Company. All Selling Expenses
relating to securities so registered shall be borne by the Holders of such
securities pro rata on the basis of the number of shares of securities so
registered on their behalf.

         1.6      REGISTRATION PROCEDURES. In the case of each registration
effected by the Company pursuant to Section 1.3 or 1.4 hereof, the Company will
keep each Holder advised in writing as to the initiation of each registration
and as to the completion thereof. At its expense, the Company will use its best
efforts to:

                  (a)      prepare and file with the SEC such amendments and
supplements to such registration statement and the prospectus used in
connection with such registration statement as may be necessary to comply with
the provisions of the Securities Act with respect to the disposition of all
securities covered by such registration statement;

                  (b)      furnish such number of prospectuses and other
documents incident thereto, including any amendment of or supplement to the
prospectus, as a Holder from time to time may reasonably request;

                  (c)      notify each Holder of Registrable Securities covered
by such registration statement 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, as then in effect, includes an untrue statement of a material fact
or omits to state a material fact required to be stated therein or necessary to
make the statements therein not misleading or incomplete in the light of the
circumstances then existing, and at the request of any such Holder, prepare and
furnish to such Holder a reasonable number of copies of a supplement to or an
amendment of such prospectus as may be necessary so that, as thereafter
delivered to the purchasers of such Registrable Securities, such prospectus
shall not include an untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the statements
therein not misleading or incomplete in the light of the circumstances then
existing; provided, however, the Company shall not be obligated to prepare and
furnish any such prospectus supplements or amendments relating to any material
nonpublic information at any such time as the Board of Directors of the Company
has determined that, for good business reasons, the disclosure of such material
nonpublic information at that time is contrary to the best interests of the
Company in the circumstances and is not otherwise required under applicable law
(including applicable securities laws);

                  (d)      cause all such Registrable Securities registered
pursuant hereunder to be listed on each securities exchange and/or included in
any national quotation system on which similar securities issued by the Company
are then listed or included;

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                  (e)      provide a transfer agent and registrar for all
Registrable Securities registered pursuant to such registration statement and a
CUSIP number for all such Registrable Securities, in each case not later than
the effective date of such registration; and

                  (f)      otherwise use its best efforts to comply with all
applicable rules and regulations of the SEC, and make available to its security
holders, as soon as reasonably practicable, an earnings statement covering the
period of at least twelve (12) months, but not more than eighteen months,
beginning with the first month after the effective date of the registration
statement, which earnings statement shall satisfy the provisions of Section
11(a) of the Securities Act.

         1.7      INDEMNIFICATION.

                  (a)      The Company will indemnify each Holder, each of its
officers, directors, partners, legal counsel and accountants and each person
controlling such Holder within the meaning of Section 15 of the Securities Act,
with respect to which registration, qualification, or compliance has been
effected pursuant to this Section 1, and each underwriter, if any, and each
person who controls within the meaning of Section 15 of the Securities Act any
underwriter, against all expenses, claims, losses, damages, and liabilities (or
actions, proceedings, or settlements in respect thereof) arising out of or
based on any untrue statement (or alleged untrue statement) of a material fact
contained in any prospectus, offering circular, or other document (including
any related registration statement, notification, or the like) incident to any
such registration, qualification, or compliance, or based on any omission (or
alleged omission) to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading, or any
violation by the Company of the Securities Act or any rule or regulation
thereunder applicable to the Company or relating to action or inaction required
of the Company in connection with any such registration, qualification, or
compliance, and will reimburse each such Holder, each of its officers,
directors, partners, legal counsel and accountants and each person controlling
such Holder, each such underwriter, and each person who controls any such
underwriter, for any legal and any other expenses reasonably incurred in
connection with investigating and defending or settling any such claim, loss,
damage, liability, or action, provided that the Company will not be liable in
any such case to the extent that any such claim, loss, damage, liability, or
expense arises out of or is based on any untrue statement or omission based
upon written information furnished to the Company by such Holder or underwriter
and stated to be specifically for use therein. It is agreed that the indemnity
agreement contained in this Section 1.7(a) shall not apply to amounts paid in
settlement of any such loss, claim, damage, liability, or action if such
settlement is effected without the consent of the Company (which consent shall
not be unreasonably withheld).

                  (b)      Each Holder will, if Registrable Securities held by
him are included in the securities as to which such registration,
qualification, or compliance is being effected, indemnify the Company, each of
its directors, officers, partners, legal counsel and accountants and each
underwriter, if any, of the Company's securities covered by such a

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registration statement, each person who controls the Company or such
underwriter within the meaning of Section 15 of the Securities Act, each other
such Holder and Other Stockholder, and each of their officers, directors, and
partners, and each person controlling such Holder or Other Stockholder, against
all claims, losses, damages and liabilities (or actions in respect thereof)
arising out of or based on any untrue statement (or alleged untrue statement)
of a material fact contained in any such registration statement, prospectus,
offering circular, or other document, or any omission (or alleged omission) to
state therein a material fact required to be stated therein or necessary to
make the statements therein not misleading, and will reimburse the Company and
such Holders, Other Stockholders, directors, officers, partners, legal counsel,
and accountants, persons, underwriters, or control persons for any legal or any
other expenses reasonably incurred in connection with investigating or
defending any such claim, loss, damage, liability, or action, in each case to
the extent, but only to the extent, that such untrue statement (or alleged
untrue statement) or omission (or alleged omission) is made in such
registration statement, prospectus, offering circular or other document in
reliance upon and in conformity with written information furnished to the
Company by such Holder and stated to be specifically for use therein; provided,
however, (i) that the obligations of such Holder hereunder shall not apply to
amounts paid in settlement of any such claims, losses, damages, or liabilities
(or actions in respect thereof) if such settlement is effected without the
consent of such Holder (which consent shall not be unreasonably withheld) and
(ii) that in no event shall any indemnity under this Section 1.7(b) exceed the
gross proceeds from the offering received by such Holder.

                  (c)      Each party entitled to indemnification under this
Section 1.7 (the "Indemnified Party") shall give notice to the party required
to provide indemnification (the "Indemnifying Party") promptly after such
Indemnified Party has actual knowledge of any claim as to which indemnity may
be sought, and shall permit the Indemnifying Party to assume the defense of
such claim or any litigation resulting therefrom, provided that counsel for the
Indemnifying Party, who shall conduct the defense of such claim or any
litigation resulting therefrom, shall be approved by the Indemnified Party
(whose approval shall not unreasonably be withheld), and the Indemnified Party
may participate in such defense at such party's expense, and provided further
that the failure of any Indemnified Party to give notice as provided herein
shall not relieve the Indemnifying Party of its obligations under this Section
1.7, to the extent such failure is not prejudicial. No Indemnifying Party, in
the defense of any such claim or litigation, shall, except with the consent of
each Indemnified Party, consent to entry of any judgment or enter into any
settlement that does not include as an unconditional term thereof the giving by
the claimant or plaintiff of a release to such Indemnified Party from all
liability in respect to such claim or litigation. Each Indemnified Party shall
furnish such information regarding itself or the claim in question as an
Indemnifying Party may reasonably request in writing and as shall be reasonably
required in connection with defense of such claim and litigation resulting
therefrom.

                  (d)      If the indemnification provided for in this Section
1.7 is held by a court of competent jurisdiction to be unavailable to an
Indemnified Party with respect to any loss, liability, claim, damage, or
expense referred to therein, then the Indemnifying Party, in lieu of
indemnifying such Indemnified Party hereunder, shall contribute to the amount
paid or

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payable by such Indemnified Party as a result of such loss, liability, claim,
damage, or expense in such proportion as is appropriate to reflect the relative
fault of the Indemnifying Party on the one hand and of the Indemnified Party on
the other in connection with the conduct, statements or omissions that resulted
in such loss, liability, claim, damage, or expense as well as any other
relevant equitable considerations. The relative fault of the Indemnifying Party
and of the Indemnified Party shall be determined by reference to, among other
things, whether the untrue or alleged untrue statement of a material fact or
the omission to state a material fact relates to information supplied by the
Indemnifying Party or by the Indemnified Party and the parties' relative
intent, knowledge, access to information, and opportunity to correct or prevent
such statement or omission.

                  (e)      Notwithstanding the foregoing, to the extent that the
provisions on indemnification and contribution contained in the underwriting
agreement entered into by the Indemnifying Party and the Indemnified Party in
connection with the underwritten public offering are in conflict with the
foregoing provisions, the provisions in the underwriting agreement shall
control.

         1.8      INFORMATION BY HOLDER. Each Holder of Registrable Securities
shall furnish to the Company such information regarding such Holder and the
distribution proposed by such Holder as the Company may reasonably request in
writing and as shall be reasonably required in connection with any
registration, qualification, or compliance referred to in this Section 1.

         1.9      RULE 144 REPORTING. With a view to making available the
benefits of certain rules and regulations of the SEC that may permit the sale
of the Restricted Securities to the public without registration, the Company
agrees to use its best efforts to:

                  (a)      make and keep adequate public information regarding
the Company available as those terms are understood and defined in Rule 144;

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

                  (c)      so long as a Holder owns any Restricted Securities,
furnish to the Holder forthwith upon written request a written statement by the
Company as to its compliance with the reporting requirements of Rule 144 and of
the Securities Act and the Exchange Act, a copy of the most recent annual or
quarterly report of the Company, and such other reports and documents so filed
as a Holder may reasonably request in availing itself of any rule or regulation
of the SEC allowing a Holder to sell any such securities without registration.

         1.10     NOTICE TO DISCONTINUE; NOTICE BY HOLDERS.

                  (a)      Notice to Discontinue. Each Holder agrees by
acquisition of such securities that, upon receipt of any notice from the
Company of any event of the kind



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described in Section 1.6(d), the Holder will discontinue disposition of
Registrable Securities until the Holder receives copies of the supplemented or
amended prospectus contemplated by Section 1.6(d). In addition, if the Company
requests, the holder will deliver to the Company (at the Company's expense) all
copies, other than permanent file copies then in the Holder's possession, of
the prospectus covering the Registrable Securities current at the time of
receipt of such notice. If the Company gives any such notice, the time period
mentioned in Section 1.6(a) shall be extended by the number of days elapsing
between the date of notice and the date that each Holder who has included
Registrable Securities in such registration receives the copies of the
supplemented or amended prospectus contemplated in Section 1.6(d).

                  (b)      Notice by Holders. Whenever the Holders have
requested that any Registrable Securities be registered pursuant to this
Agreement, those Holders shall notify the Company, at any time when a
prospectus relating thereto is required to be delivered under the Securities
Act, of the happening of any event, which as to any Holder is (i) to its
respective knowledge; (ii) solely within its respective knowledge; and (iii)
solely as to matters concerning that Holder, as a result of which the
prospectus included in the registration statement, then in effect, contains an
untrue statement of a material fact or omits to state any material fact
necessary to make the statements therein, in light of the circumstances then
existing, not misleading.

         1.11     ALLOCATION OF REGISTRATION OPPORTUNITIES. In any circumstance
in which all of the Registrable Securities and other shares of the Company with
registration rights (the "Other Shares") requested to be included in a
registration on behalf of the Holders or Other Stockholders cannot be so
included as a result of limitations of the aggregate number of shares of
Registrable Securities and Other Shares that may be so included, the number of
shares of Registrable Securities and Other Shares that may be so included shall
be allocated among the Holders and Other Stockholders requesting inclusion of
shares pro rata on the basis of the number of shares of Registrable Securities
and Other Shares held by such Holders and Other Stockholders; provided,
however, that such allocation shall not operate to reduce the aggregate number
of Registrable Securities and Other Shares to be included in such registration,
if any Holder or Other Stockholder does not request inclusion of the maximum
number of shares of Registrable Securities and Other Shares allocated to him
pursuant to the above-described procedure, the remaining portion of his
allocation shall be reallocated among those requesting Holders and Other
Stockholders whose allocations did not satisfy their requests pro rata on the
basis of the number of shares of Registrable Securities and Other Shares which
would be held by such Holders and Other Stockholders, assuming conversion, and
this procedure shall be repeated until all of the shares of Registrable
Securities and Other Shares which may be included in the registration on behalf
of the Holders and Other Stockholders have been so allocated.

                                      11
<PAGE>   12

2.       REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE
         STOCKHOLDERS.

         2.1      REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company
represents and warrants to the Stockholders as follows:

                  (a)      The execution, delivery and performance of this
Agreement by the Company have been duly authorized by all requisite corporate
action and will not violate any provision of law, any order of any court or
other agency of government, the Certificate of Incorporation or Bylaws of the
Company, or any provision of any material indenture, agreement or other
instrument to which it or any of its properties or assets is bound, or conflict
with, result in a breach of or constitute (with due notice or lapse of time or
both) a default under any such material indenture, agreement or other
instrument, or result in the creation or imposition of any lien, charge or
encumbrance of any nature whatsoever upon any of the properties or assets of
the Company.

                  (b)      This Agreement has been duly executed and delivered
by the Company and constitutes the legal, valid and binding obligation of the
Company, enforceable against the Company in accordance with its terms, subject
to applicable bankruptcy, insolvency and other similar laws affecting the
enforceability of creditors' rights generally, general equitable principles,
the discretion of courts in granting equitable remedies and public policy
considerations.

         2.2      REPRESENTATIONS AND WARRANTIES OF THE STOCKHOLDERS. Each
Stockholder (severally and not jointly) represents and warrants to the Company
as follows:

                  (a)      The execution, delivery and performance of this
Agreement by the Stockholder will not violate any provision of law, any order
of any court or any agency or government, or any provision of any material
indenture or agreement or other instrument to which it or any of its properties
or assets is bound, or conflict with, result in a breach of or constitute (with
due notice or lapse of time or both) a default under any such material
indenture, agreement or other instrument, or result in the creation or
imposition of any lien, charge, or encumbrance of any nature whatsoever upon
any of the properties or assets of the Stockholder.

                  (b)      This Agreement has been duly executed and delivered
by the Stockholder and constitutes the legal, valid and binding obligation of
the Stockholder, enforceable against the Stockholder in accordance with its
terms, subject to applicable bankruptcy, insolvency and other similar laws
affecting the enforceability of creditors' rights generally, general equitable
principles, the discretion of courts in granting equitable remedies and public
policy considerations.

                                      12
<PAGE>   13

3.       MISCELLANEOUS

         3.1      DELAY OF REGISTRATION. No Holder shall have any right to take
any action to restrain, enjoin, or otherwise delay any registration as the
result of any controversy that might arise with respect to the interpretation
or implementation of Section 1 hereof.

         3.2      SUCCESSORS AND ASSIGNS. Except as otherwise expressly provided
herein, the provisions hereof shall inure to the benefit of, and be binding
upon, the successors, assigns, heirs, executors and administrators of the
parties hereto.

         3.3      ENTIRE AGREEMENT; AMENDMENT; WAIVER. This Agreement
constitutes the full and entire understanding and agreement between the parties
with regard to the subject hereof. Neither this Agreement nor any term hereof
may be amended, waived, discharged or terminated, except by a written
instrument signed by the Company and the Holders of at least fifty-one percent
(51%) of the Registrable Securities and any such amendment, waiver, discharge
or termination shall be binding on all the Holders, but in no event shall the
obligation of any Holder hereunder be materially increased, except upon the
written consent of such Holder.

         3.4      NOTICES, ETC. All notices and other communications required or
permitted hereunder shall be in writing and shall be mailed by United States
first-class mail, postage prepaid, or delivered personally by hand or
nationally recognized courier addressed (a) if to a Holder, as indicated in the
stock records of the Company or at such other address as such Holder shall have
furnished to the Company in writing, or (b) if to the Company, at 1000
Abernathy Road, 400 Northpark, Suite 1000, Atlanta, Georgia 30328, Attn: Chief
Financial Officer, or at such other address as the Company shall have furnished
to each Holder in writing, together with a copy to Rogers & Hardin LLP, 2700
International Tower, 229 Peachtree Street, Atlanta, Georgia 30303, Attn: Steven
E. Fox, Esq. All such notices and other written communications shall be
effective on the date of mailing or delivery.

         3.5      DELAYS OR OMISSIONS. No delay or omission to exercise any
right, power or remedy accruing to any Holder, upon any breach or default of
the Company under this Agreement shall impair any such right, power or remedy
of such Holder nor shall it be construed to be a waiver of any such breach or
default, or an acquiescence therein, or of or in any similar breach or default
thereafter occurring; nor shall any waiver of any single breach or default be
deemed a waiver of any other breach or default therefore or thereafter
occurring. Any waiver, permit, consent or approval of any kind or character on
the part of any Holder of any breach or default under this Agreement or any
waiver on the part of any Holder of any provisions or conditions of this
Agreement must be made in writing and shall be effective only to the extent
specifically set forth in such writing. All remedies, either under this
Agreement or by law or otherwise afforded to any Holder, shall be cumulative
and not alternative.

         3.6      RIGHTS; SEVERABILITY. Unless otherwise expressly provided
herein, a Holder's rights hereunder are several rights, not rights jointly held
with any of the other Holders. In

                                      13
<PAGE>   14

case any provision of the Agreement shall be invalid, illegal or unenforceable,
the validity, legality and enforceability of the remaining provisions shall not
in any way be affected or impaired thereby.

         3.7      INFORMATION CONFIDENTIAL. Each Holder acknowledges that the
information received by them pursuant hereto may be confidential and for its
use only, and it will not use such confidential information in violation of the
Exchange Act or reproduce, disclose or disseminate such information to any
other person (other than its employees or agents having a need to know the
contents of such information, and its attorneys), except in connection with the
exercise of rights under this Agreement, unless the Company has made such
information available to the public generally or such Holder is required to
disclose such information by a governmental body.

         3.8      TITLES AND SUBTITLES. The titles of the paragraphs and
subparagraphs of this Agreement are for convenience of reference only and are
not to be considered in construing this Agreement.

         3.9      COUNTERPARTS. This Agreement may be executed and delivered
(including by facsimile transmission) in any number of counterparts, and by the
different parties hereto in separate counterparts, each of which when executed
and delivered shall be deemed to be an original, but all of which together
shall constitute one and the same instrument.

         3.10     GOVERNING LAW; JURISDICTION. This Agreement shall be governed
by and construed and enforced in accordance with the internal laws of the State
of Delaware without reference to Georgia's choice of law rules and each of the
parties hereto hereby consents to personal jurisdiction in any federal or state
court in the State of Delaware.



                             [SIGNATURES NEXT PAGE]


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         IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement or have caused this Agreement to be duly executed on its behalf by an
officer or representative thereto duly authorized, all as of the date first
above written.


                              CEREUS TECHNOLOGY PARTNERS, INC.


                              By:
                                 ----------------------------------------
                                 Its:
                                     ------------------------------------


                                 STOCKHOLDERS:


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


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


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


                                      15
<PAGE>   16

                                   SCHEDULE 1


NAMES OF STOCKHOLDERS