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                                                                  EXHIBIT 10(cc)


                        CEREUS TECHNOLOGY PARTNERS, INC.

                        DIRECTORS' WARRANT INCENTIVE PLAN


         1.       PURPOSES OF THE PLAN. The purposes of this Directors'
Incentive Warrant Plan are to attract and retain the best available personnel
for service as Directors of the Company, to provide additional incentive to the
persons serving as Directors of the Company, to align Director and stockholder
long-term incentives and to encourage their continued service on the Board.

         2.       DEFINITIONS. As used herein, the following definitions shall
apply:

                  (a)      "BOARD" shall mean the Board of Directors of the
Company.

                  (b)      "CODE" shall mean the Internal Revenue Code of 1986,
as amended.

                  (c)      "COMMON STOCK" shall mean the common stock, $.01 par
value per share, of the Company.

                  (d)      "COMPANY" shall mean Cereus Technology Partners,
Inc., a Delaware corporation.

                  (e)      "CONTINUOUS STATUS AS A DIRECTOR" shall mean the
absence of any interruption or termination of service as a Director.

                  (f)      "DIRECTOR" shall mean a member of the Board.

                  (g)      "EMPLOYEE" shall mean any person, including officers
and Directors, employed by the Company or any Parent or Subsidiary of the
Company. The payment of a director's fee by the Company shall not be sufficient
in and of itself to constitute "employment" by the Company.

                  (h)      "EXCHANGE ACT" shall mean the Securities Exchange Act
of 1934, as amended.

                  (i)      "INCENTIVE MEASUREMENT PERIOD" shall mean (1) the two
year period commencing January 2000 and ending January 2002 with respect to
Warrants granted in 2002; (2) the three year period commencing January 2000 and
ending January 2003 with respect to the Warrants granted in 2003; and (3), with
respect to Warrants granted in 2004 and thereafter, the four year period ending
in January of the year of the grant of such Warrant.


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                  (j)      "PARENT" shall mean a "parent corporation", whether
now or hereafter existing, as defined in Section 425(e) of the Code.

                  (k)      "PLAN" shall mean this Directors' Warrant Incentive
Plan.

                  (l)      "SHARE" shall mean a share of Common Stock, as may be
adjusted in accordance with Section 11 of the Plan.

                  (m)      "SUBSIDIARY" shall mean a "subsidiary corporation",
whether now or hereafter existing, as defined in Section 424(f) of the Code.

                  (n)      "WARRANT" shall mean a warrant granted pursuant to
the Plan.

                  (o)      "WARRANT STOCK" shall mean the Common Stock subject
to a Warrant.

                  (p)      "WARRANTHOLDER" shall mean a Director who receives a
Warrant.

         3.       STOCK SUBJECT TO THE PLAN. Subject to the provisions of
Section 11 of the Plan, the maximum aggregate number of Shares subject to
Warrants which may be awarded and sold under the Plan is 1,000,000 Shares of
Common Stock. The Shares may be authorized, but unissued, or reacquired Common
Stock. If a Warrant should expire or become unexercisable for any reason without
having been exercised in full, the unpurchased Shares which were subject thereto
shall, unless the Plan shall have been terminated, become available for future
grant under the Plan.

         4.       ADMINISTRATION OF AND GRANTS OF WARRANTS UNDER THE PLAN.

                  (a)      ADMINISTRATOR. The Plan shall be administered by the
Board in its sole discretion.

                  (b)      PROCEDURE FOR GRANTS. All grants of Warrants
hereunder shall be made by the Board and shall be made strictly in accordance
with the following provisions:

                           (i)      Beginning in January 2002, each Director may
                  be granted in January of each year, in the discretion of the
                  Board, Warrants to purchase no more than 50,000 Shares in the
                  aggregate; provided, however, that no Warrants may be granted
                  hereunder unless the compound average annual growth rate over
                  the Incentive Measurement Period with respect to the average
                  closing price of the Shares as reported in accordance with
                  Section 8(b) below during the month preceding the date of
                  grant equals or exceeds 35%.

                           (ii)     The terms and conditions of each Warrant
                  granted hereunder shall be as follows:


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                                    (A)      the term of the Warrant shall be
                           five (5) years;

                                    (B)      the Warrant shall be exercisable
                           only while the Director remains a Director of the
                           Company, except as set forth in Section 9 hereof;

                                    (C)      the exercise price per Share shall
                           be equal to 110% of the Fair Market Value (as
                           hereinafter defined) per Share on the date of grant
                           of the Warrant, as determined by the Board of
                           Directors of the Company; and

                                    (D)      the Warrant shall become
                           exercisable in one or more installments as the Board
                           shall determine in its sole discretion, provided that
                           if the Director has not attended (in person or by
                           telephone) at least 75% of the meetings of the Board
                           while he or she served as a member thereof for the
                           year prior to which an installment first becomes
                           exercisable, then such installment may not be
                           exercised and shall lapse.

                  (c)      POWERS OF THE BOARD. Subject to the provisions and
restrictions of the Plan, the Board shall have the authority in its discretion:
(i) to determine, upon review of relevant information and in accordance with
Section 8(b) of the Plan, the Fair Market Value of the Common Stock; (ii) to
interpret the Plan; (iii) to prescribe, amend and rescind rules and regulations
relating to the Plan; (iv) to authorize any person to execute on behalf of the
Company any instrument required to effectuate the grant of a Warrant previously
granted hereunder; and (v) to make all other determinations deemed necessary or
advisable for the administration of the Plan.

                  (d)      EFFECT OF BOARD'S DECISION. All decisions,
determinations and interpretations of the Board shall be final and binding on
all Warrantholders and any other holders of any Warrants granted under the Plan.

                  (e)      SUSPENSION OR TERMINATION OF WARRANT. If the Chief
Executive Officer or his designee reasonably believes that a Warrantholder has
committed an act of misconduct, the Chief Executive Officer may suspend the
Warrantholder's right to exercise any Warrant pending a determination by the
Board (excluding the Director accused of such misconduct). If the Board
(excluding the Director accused of such misconduct) determines a Warrantholder
has committed an act of embezzlement, fraud, dishonesty, nonpayment of an
obligation owed to the Company, breach of fiduciary duty or deliberate disregard
of the Company rules resulting in loss, damage or injury to the Company, or if a
Warrantholder makes an unauthorized disclosure of any Company trade secret or
confidential information, engages in any conduct constituting unfair
competition, induces any Company customer to breach a contract with the Company
or induces any principal for whom the Company acts as agent to terminate such
agency relationship, neither the Warrantholder nor his estate shall be


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entitled to exercise any Warrant whatsoever. In making such determination, the
Board (excluding the Director accused of such misconduct) shall act fairly and
shall give the Warrantholder an opportunity to appear and present evidence on
the Warrantholder's behalf at a hearing before the Board or a committee of the
Board.

         5.       ELIGIBILITY. Warrants may be granted only to Directors of the
Company. All Warrants shall be granted in accordance with the terms set forth in
Section 4(b) hereof. A Director who has been granted a Warrant may, if he or she
is otherwise eligible, be granted an additional Warrant or Warrants in
accordance with such provisions. The Plan shall not confer upon any
Warrantholder any right with respect to continuation of service as a Director or
nomination to serve as a Director, nor shall it interfere in any way with any
rights which the Director or the Company may have to terminate his or her
directorship at any time.

         6.       TERM OF PLAN. The Plan shall become effective on the date
hereof and shall continue in effect for a term of ten (10) years unless sooner
terminated under Section 13 of the Plan.

         7.       TERM OF WARRANT. The term of each Warrant shall be five (5)
years from the date of grant thereof.

         8.       EXERCISE PRICE AND CONSIDERATION.

                  (a)      EXERCISE PRICE. The per Share exercise price for the
Shares to be issued pursuant to exercise of a Warrant shall be equal to 110% of
the Fair Market Value per Share on the date of grant of the Warrant.

                  (b)      FAIR MARKET VALUE. The Fair Market Value shall be
determined by the Board in its discretion; provided, however, that where there
is a public market for the Common Stock, the fair market value per Share shall
be the closing bid price of the Common Stock in the over-the-counter market on
the trading day immediately preceding the date of grant, as reported in The Wall
Street Journal, Eastern Edition (or, if not so reported, as otherwise reported
by The National Association of Securities Dealers Automated Quotation ("NASDAQ")
System) or, in the event the Common Stock is traded on The NASDAQ National
Market or The NASDAQ SmallCap Market or listed on a stock exchange, then the
fair market value per Share shall be the closing price on such system or
exchange on the trading day immediately preceding the date of grant of the
Warrant as reported in The Wall Street Journal, Eastern Edition.

                  (c)      FORM OF CONSIDERATION. The consideration to be paid
for the Shares to be issued upon exercise of a Warrant shall consist entirely of
(i) cash, (ii) check or (iii) any combination of such methods of payment.


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         9.       EXERCISE OF WARRANT.

                  (a)      TIME FOR EXERCISE. Any Warrant granted hereunder
shall be exercisable at such times as provided herein, provided, however, no
Warrant may be exercised for a fraction of a Share, and no Warrant shall be
exercisable within the first six (6) months of its term, except such latter
limitation shall not apply in the event of the Director's death or disability
prior to the expiration of the six month period. Notwithstanding the foregoing,
no Warrants shall be exercisable until stockholder approval of the Plan has been
obtained.

                  (b)      PROCEDURE FOR EXERCISE. A Warrant shall be deemed to
be exercised when written notice of such exercise has been given to the Company
in accordance with the terms of the Warrant by the person entitled to exercise
the Warrant and full payment for the Shares with respect to which the Warrant is
exercised has been received by the Company. Full payment may consist of any
consideration and method of payment allowable under Section 8(c) of the Plan.
Until the issuance (as evidenced by the appropriate entry on the books of the
Company or of a duly authorized transfer agent of the Company) of the stock
certificate evidencing such Shares, no right to vote or receive dividends or any
other rights as a stockholder shall exist with respect to the Warrant Stock,
notwithstanding the exercise of the Warrant. A share certificate for the number
of Shares so acquired shall be issued to the Warrantholder as soon as
practicable after exercise of the Warrant. No adjustments will be made for a
dividend or other right for which the record date is prior to the date the stock
certificate is issued, except as provided in Section 11 of the Plan. Exercise of
a Warrant in any manner shall result in a decrease in the number of Shares which
thereafter may be available, both for purposes of the Plan and for sale under
the Warrant, by the number of Shares as to which the Warrant is exercised.

                  (c)      SECTION 16(B). Warrantholders shall be subject to
Section 16(b) of the Exchange Act and the grant or award of a Warrant hereunder
shall be deemed a purchase thereunder. The Warrants granted shall contain such
additional conditions or restrictions as may be required thereunder as of the
time of grant.

                  (d)      TERMINATION OF STATUS AS A DIRECTOR. Except as
provided in subsection (e) and (f) below, if a Director ceases to serve as a
Director (whether voluntarily or involuntarily), he or she may, but only within
sixty (60) days after the date he or she ceases to be a Director of the Company,
exercise his or her Warrant to the extent that he or she was entitled to
exercise it at the date of such termination. Notwithstanding the foregoing, in
no event may the Warrant be exercised after its five (5) year term has expired.
To the extent that he or she was not entitled to exercise a Warrant at the date
of such termination, or if he or she does not exercise such Warrant (which he or
she was entitled to exercise) within the time specified herein, the Warrant
shall terminate.

                  (e)      DISABILITY OF WARRANTHOLDER. In the event a Director
is unable to continue his or her service as a Director with the Company as a
result of his or her permanent


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and total disability (as defined in Section 22(e)(3) of the Code), he or she
may, but only within three (3) months from the date of termination, exercise his
or her Warrant to the extent he or she was entitled to exercise it at the date
of such termination. Notwithstanding the foregoing, in no event may the Warrant
be exercised after its five (5) year term has expired. To the extent that he or
she was not entitled to exercise the Warrant at the date of termination, or if
he or she does not exercise such Warrant (which he or she was entitled to
exercise) within the time specified herein, the Warrant shall terminate.

                  (f)      DEATH OF WARRANTHOLDER. In the event of the death of
a Warrantholder:

                           (i)      during the term of the Warrant who is, at
the time of his or her death, a Director of the Company and who shall have been
in Continuous Status as a Director since the date of grant of the Warrant, then
the Warrant may be exercised, at any time within six (6) months following the
date of death, by the Warrantholder's estate or by a person who acquired the
right to exercise the Warrant by bequest or inheritance, but only to the extent
of the right to exercise that would have accrued had the Warrantholder continued
living and remained in Continuous Status as a Director for six (6) months after
the date of death. Notwithstanding the foregoing, in no event may the Warrant be
exercised after its five (5) year term has expired; or

                           (ii)     within three (3) months after the
termination of Continuous Status as a Director, the Warrant may be exercised, at
any time within six (6) months following the date of death, by the
Warrantholder's estate or by a person who acquired the right to exercise the
Warrant by bequest or inheritance, but only to the extent of the right to
exercise that had accrued at the date of termination.

                  (g)      EXPIRATION OF TERM. Notwithstanding the foregoing, in
no event may the Warrant be exercised after its five (5) year term has expired.

         10.      NON-TRANSFERABILITY OF WARRANTS. Warrants may not be sold,
pledged, assigned, hypothecated, transferred, or disposed of in any manner other
than by will or by the laws of descent or distribution or pursuant to a
qualified domestic relations order as defined in the Code or Title I of the
Employee Retirement Income Security Act, or the rules thereunder. The
designation of a beneficiary by a Warrantholder does not constitute a transfer.
A Warrant may be exercised, during the lifetime of the Warrantholder, only by
the Warrantholder or a transferee permitted by this Section 10.

         11.      ADJUSTMENTS UPON CHANGES IN CAPITALIZATION OR MERGER;
ACCELERATED EXERCISABILITY. Subject to any required action by the stockholders
of the Company, the number of shares of Common Stock covered by each outstanding
Warrant, and the number of shares of Common Stock which have been authorized for
issuance under the Plan but as to which no Warrants have yet been granted or
which have been returned to the Plan upon cancellation or expiration of a
Warrant, as well as the price per share of Common Stock


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covered by each such outstanding Warrant, shall be proportionately adjusted for
any increase or decrease in the number of issued shares of Common Stock
resulting from a stock split, reverse stock split, stock dividend, combination
or reclassification of the Common Stock, or any other increase or decrease in
the number of issued shares of Common Stock effected without receipt of
consideration by the Company; provided, however, that conversion of any
convertible securities of the Company shall not be deemed to have been "effected
without receipt of consideration." Such adjustment shall be made by the Board,
whose determination in that respect shall be final, binding and conclusive.
Except as expressly provided herein, no issuance by the Company of shares of
stock of any class, or securities convertible into shares of stock of any class,
shall affect, and no adjustment by reason thereof shall be made with respect to,
the number or price of shares of Common Stock subject to a Warrant.

         Notwithstanding anything herein to the contrary, the Warrants to be
awarded pursuant to this Plan will become immediately exercisable (i) if the
Company is to be consolidated with or acquired by another entity in a merger,
(ii) upon the sale of substantially all of the Company's assets or the sale of
at least 90% of the outstanding Common Stock to a third party, (iii) upon the
merger or consolidation of the Company with or into any other corporation or the
merger or consolidation of any corporation with or into the Company (in which
consolidation or merger the stockholders of the Company receive distributions of
cash or securities as a result thereof), or (iv) upon the liquidation or
dissolution of the Company.

         12.      TIME OF GRANTING WARRANTS. The date of grant of a Warrant
shall, for all purposes, be the date determined in accordance with Section 4(b)
hereof. Notice of the grant shall be given to each Director to whom a Warrant is
so granted within a reasonable time after the date of such grant.

         13.      AMENDMENT AND TERMINATION OF THE PLAN.

                  (a)      AMENDMENT AND TERMINATION. The Board may amend or
terminate the Plan from time to time in such respects as the Board may deem
advisable.

                  (b)      EFFECT OF AMENDMENT OR TERMINATION. Any such
amendment or termination of the Plan shall not affect Warrants already granted
and such Warrants shall remain in full force and effect as if this Plan had not
been amended or terminated, unless mutually agreed otherwise between the
Warrantholder and the Company, which agreement must be in writing and signed by
the Warrantholder and the Company.

         14.      CONDITIONS UPON ISSUANCE OF SHARES. Shares shall not be issued
pursuant to the exercise of a Warrant unless the exercise of such Warrant and
the issuance and delivery of such Shares pursuant thereto shall comply with all
relevant provisions of law, including, without limitation, the Securities Act of
1933, as amended, the Exchange Act, the rules and regulations promulgated
thereunder, state securities laws, and the requirements of any stock exchange
upon which the Shares may then be listed, and shall be further subject to the
approval of counsel for the Company with respect to such compliance.


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                  As a condition to the exercise of a Warrant, the Company may
require the person exercising such Warrant to represent and warrant at the time
of any such exercise that the Shares are being purchased only for investment and
without any present intention to sell or distribute such Shares, if, in the
opinion of counsel for the Company, such a representation is required by any of
the aforementioned relevant provisions of law.

                  The inability of the Company to obtain authority from any
regulatory body having jurisdiction, which authority is deemed by the Company's
counsel to be necessary to the lawful issuance and sale of any Shares hereunder,
shall relieve the Company of any liability in respect of the failure to issue or
sell such Shares as to which such requisite authority shall not have been
obtained.

         15.      RESERVATION OF SHARES. The Company, during the term of this
Plan, will at all times reserve and keep available such number of Shares as
shall be sufficient to satisfy the requirements of the Plan.

         16.      FORM OF WARRANT. Warrants shall be evidenced by written
warrants in such form as the Board shall approve.

         17.      INFORMATION TO WARRANTHOLDERS. The Company shall provide to
each Warrantholder, during the period for which such Warrantholder has one or
more Warrants outstanding, copies of all annual reports to stockholders, proxy
statements and other information provided to all stockholders of the Company.

         IN WITNESS WHEREOF, pursuant to the authority granted to the
undersigned by the Board, the Directors' Incentive Warrant Plan is hereby
adopted and effective as of January 10, 2000.

                                            CEREUS TECHNOLOGY PARTNERS, INC.
         [SEAL]

Attest:
                                            By: /s/  Steven A. Odom
                                               -----------------------------
                                                     Steven A. Odom
/s/  Leigh S. Zoloto                                 Chief Executive Officer
---------------------------
Leigh S. Zoloto,
Secretary


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