VERSO TECHNOLOGIES INC
WARRANT TO PURCHASE SHARES OF COMMON STOCK
<DOCUMENT>
<TYPE>EX-10.10
<SEQUENCE>11
<FILENAME>g65372ex10-10.txt
<DESCRIPTION>WARRANT TO PURCHASE SHARES OF COMMON STOCK
<TEXT>

<PAGE>   1
                                                                   EXHIBIT 10.10



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

                                     WARRANT

                  TO PURCHASE 300,000 SHARES OF COMMON STOCK OF

                        CEREUS TECHNOLOGY PARTNERS, INC.



No. ______                                                     August 21, 2000



                  THIS CERTIFIES THAT, for value received, Steven A. Odom
(subject to the restrictions on transfer contained herein and its registered
assigns) (the "Holder") is entitled to purchase from Cereus Technology Partners,
Inc., a Delaware corporation (the "Company"), a total of 300,000 shares of
common stock, $.01 par value (the "Common Stock") of the Company, exercisable as
follows:

                  (i)      at any time or from time to time after 9:00 a.m.,
         Atlanta, Georgia time, on February 21, 2001 and prior to 5:00 p.m.,
         Atlanta, Georgia time, on August 21, 2010 (the "Expiration Date"), at
         the Exercise Price (as hereinafter defined), 75,000 shares of Common
         Stock of the Company, all subject to adjustment and upon the terms and
         conditions as hereinafter provided;

                  (ii)     at any time or from time to time after 9:00 a.m.,
         Atlanta, Georgia time, on February 21, 2002 and prior to 5:00 p.m.,
         Atlanta, Georgia time, on the Expiration Date, at the Exercise Price,
         75,000 shares of Common Stock of the Company, all subject to adjustment
         and upon the terms and conditions as hereinafter provided;

                  (iii)    at any time or from time to time after 9:00 a.m.,
         Atlanta, Georgia time, on February 21, 2003 and prior to 5:00 p.m.,
         Atlanta, Georgia time, on the Expiration Date, at the Exercise Price,
         75,000 shares of Common Stock of the Company, all subject to adjustment
         and upon the terms and conditions as hereinafter provided; and

<PAGE>   2
                  (iv)     at any time or from time to time after 9:00 a.m.,
         Atlanta, Georgia time, on February 21, 2004 and prior to 5:00 p.m.,
         Atlanta, Georgia time, on the Expiration Date, at the Exercise Price,
         75,000 shares of Common Stock of the Company, all subject to adjustment
         and upon the terms and conditions as hereinafter provided.

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



                                    ARTICLE I

                              EXERCISE OF WARRANTS

                  1.1.     Method of Exercise. To exercise this Warrant in whole
or in part, the Holder shall deliver to the Company: (a) this Warrant; (b) a
written notice, substantially in the form of the subscription notice attached
hereto as Annex 1, of such Holder's election to exercise this Warrant, which
notice shall specify the number of shares of Common Stock to be purchased, the
denominations of the share certificate or certificates desired and the name or
names of the Eligible Holder(s) in which such certificates are to be registered;
and (c) payment of the Exercise Price with respect to such shares of Common
Stock. Such payment may be made, at the option of the Holder, by cash, money
order, certified or bank cashier's check or wire transfer.

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



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<PAGE>   3

aforementioned notice or promptly upon receipt of a written request of the
Company for payment.

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

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

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

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

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

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



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                                   ARTICLE II

                     WARRANT AGENCY; TRANSFER, EXCHANGE AND
                             REPLACEMENT OF WARRANT

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

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

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

                  2.4.     Division or Combination of Warrants. This Warrant may
be divided or combined with other Warrants, in connection with the partial
exercise of this Warrant, upon surrender hereof and of any Warrant or Warrants
with which this Warrant is to be combined at the Warrant Agency, together with a
written notice specifying the names and denominations in which the new Warrant
or Warrants are to be issued, signed by the holders



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<PAGE>   5
hereof and thereof or their respective duly authorized agents or
attorneys-in-fact. Subject to compliance with Section 2.3 as to any transfer
which may be involved in the division or combination, the Company shall execute
and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants to
be divided or combined in accordance with such notice.

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

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



                                   ARTICLE III

                             ANTIDILUTION PROVISIONS

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

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


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Common Share Reorganization and the denominator of which shall be the number of
shares of Common Stock outstanding immediately before such Common Share
Reorganization.

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

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

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

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

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

                  3.6.     Notice of Dividends, Distributions and Adjustments.
The Company shall give notice to the Holder at least fifteen (15) days prior to
any record date in respect of the payment of dividends or other distributions on
the Common Stock, or in respect of any Common Share Reorganization or Capital
Reorganization describing, in each case, such event in reasonable detail and
specifying such record date. In addition, no later than 15 days after the
effective date or record date, as the case may be, of any Common Share
Reorganization or Capital Reorganization or any other action that requires an
adjustment



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pursuant to this Article III, the Company shall give notice to the Holder of
such event, describing such event in reasonable detail and specifying the record
date or effective date, as the case may be, and, if determinable, the required
adjustment and the computation thereof. If the required adjustment is not
determinable at the time of such notice, the Company shall give notice to the
Holder of such adjustment and computation promptly after such adjustment becomes
determinable.

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

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



                                   ARTICLE IV

                                   DEFINITIONS

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

                  "Appraised Fair Market Value" means, as of any date, in
respect of shares of Common Stock, the Average Closing Price, if clauses (i),
(ii) or (iii) of the definition of



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

                  "Average Closing Price" means, as of any date, (i) if shares
of Common Stock are listed on a national securities exchange, the average of the
closing sale prices per share therefor on the largest securities exchange on
which such shares are traded on the last ten (10) trading days before such date;
(ii) if such shares are listed on The Nasdaq National Market but not on any
national securities exchange, the average of the average of the closing bid and
asked prices per share therefor on The Nasdaq National Market on the last ten
(10) trading days before such date; (iii) if such shares are not listed on
either a national securities exchange or The Nasdaq National Market, the average
of the average of the closing bid and asked prices per share therefor in the
over the counter market on the last twenty (20) trading days before such date;
or (iv) if no such sales prices are available, the Fair Market Value of the
Company per share of outstanding Common Stock as of such date.

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

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

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

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

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

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

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

                  "Exercise Price" means US $7.25 per share of Common Stock,
subject to adjustment pursuant to Article II.

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

                  "Fair Market Value" means the fair market value of the
business, property or assets in question as determined in good faith by the
Board of Directors of the Company and unless waived by the Holder of this
Warrant confirmed by an independent nationally



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recognized financial advisor with expertise in valuing companies of this type,
or determined as otherwise specifically provided herein.

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

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

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

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

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



                                    ARTICLE V

                                  MISCELLANEOUS

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

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

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

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

                  5.5      Notices. All notices or other communications required
or permitted hereunder shall be in writing and shall be mailed by express,
registered or certified mail, postage prepaid, return receipt requested, sent by
telecopy (with confirmation of transmission received and followed by the posting
of a "hard copy" of the notice or communication by first-class U.S. mail), or by
courier service guaranteeing overnight delivery with charges


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prepaid, or otherwise delivered by hand or by messenger, and shall be
conclusively deemed to have been received by a party hereto and to be effective
on the day on which delivered or telecopied to such party at its address set
forth below (or at such other address as such party shall specify to the other
parties hereto in writing), or, if sent by registered or certified mail, on the
third business day after the day on which mailed, addressed to such party at
such address.

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

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

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

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

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



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<PAGE>   11

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



                                        CEREUS TECHNOLOGY PARTNERS, INC.



                                        By:      /s/ James M. Logsdon
                                            ----------------------------------
                                              Name: James M. Logsdon
                                              Title: President





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                                                                         Annex 1

                               SUBSCRIPTION NOTICE

                                                          Dated: ______________

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



                  Instructions for Registration of Common Stock

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



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


Address:
        --------------------------------------------------


Denomination:
             ----------------------------------------------



                         Representations and Warranties

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

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


<PAGE>   13

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

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



                             Issuance of New Warrant

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



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



                                Page 2 of Annex 1

<PAGE>   14
                                                                         Annex 2

                                   Assignment

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

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


Address:
        -------------------------------------------------

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



Dated:
      -------------------


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


</TEXT>
</DOCUMENT>
