EXHIBIT 10.42
                                  -------------

                          PLEDGE AND SECURITY AGREEMENT
                          -----------------------------

      THIS PLEDGE AND SECURITY  AGREEMENT,  dated as of February ___, 2001, by
and between EUROPEAN MICRO HOLDINGS,  INC., a Nevada corporation  ("PLEDGOR"),
JOHN B. GALLAGHER and JOHN P. GALLAGHER (collectively, the "PLEDGEES").

      WHEREAS,  each Pledgee is the holder of a Promissory  Note (the "Note") of
even date herewith made by Pledgor in the original principal amount of $823,712,
subject to the adjustments set forth therein;

      WHEREAS,  each Pledgee desires to obtain a security  interest in certain
property owned by Pledgor;
      WHEREAS, each Pledgee acknowledges that Pledgor has previously pledged and
granted  security  interests  in the  Pledged  Collateral  as defined  herein to
SouthTrust Bank, an Alabama banking corporation ("SOUTHTRUST BANK"); and

      WHEREAS,  as an  inducement  to  Pledgees,  Pledgor has agreed to grant to
Pledgees a security  interest in and to the Pledged  Collateral (as  hereinafter
defined).

      NOW, THEREFORE,  in consideration of the premises and the mutual covenants
herein contained,  and for other good and valuable  consideration,  the adequacy
and receipt of which are hereby acknowledged, the parties hereto hereby agree as
follows:

                                   ARTICLE 1.

                         DEFINITIONS AND INTERPRETATIONS
                         -------------------------------

      Section 1.1.      INTERPRETATIONS.

      Nothing  herein  expressed or implied is intended or shall be construed to
confer upon any person other than  Pledgees any right,  remedy or claim under or
by reason hereof.

      Section 1.2.      OBLIGATIONS SECURED.

      The obligations  secured hereby are the obligations of Pledgor to Pledgees
under Notes issued by Pledgor to each Pledgee,  in the maximum  principal amount
thereof  outstanding from time to time, and any additional amounts payable by or
chargeable to Pledgor thereunder or hereunder (collectively, the "OBLIGATIONS").

                                   ARTICLE 2.

               PLEDGE AND ADMINISTRATION OF PLEDGED COLLATERAL

      Section 2.1.      PLEDGED COLLATERAL.

            (a)  Pledgor  hereby  pledges to each  Pledgee,  and creates in each
Pledgee for its benefit, subject to the rights of SouthTrust Bank in the Pledged
Collateral  (as  defined  herein),  a  security  interest,  for such time as the
Obligations shall remain  outstanding,  in and to all of Pledgor's right,  title
and interest in and to (collectively, the "PLEDGED COLLATERAL"):

                  (i)   the shares of common stock of American  Micro Computer
Center,  Inc., a Florida  corporation,  (the  "PLEDGED  SECURITIES"),  as more
particularly described on Exhibit "1" hereto; and

                  (ii)  all products and proceeds from the Pledged Property.
                  The security  interest granted by Pledgor to each Pledgee in
and to the Pledged  Collateral is subject to the rights of SouthTrust  Bank in
the Pledged Collateral.

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            (b)   Simultaneously   with  the  execution  and  delivery  of  this
Agreement,  Pledgor shall make, execute, acknowledge and deliver to each Pledgee
such  documents  and  instruments,   including,  without  limitation,  financing
statements,  certificates,  affidavits  and  forms  as may,  in  each  Pledgee's
reasonable  judgment,  be necessary to  effectuate,  complete or perfect,  or to
continue  and  preserve,  the  security  interest of each Pledgee in the Pledged
Collateral,  and each Pledgee  shall hold such  documents and  instruments  as a
secured party, subject to the terms and conditions contained herein.

      Section 2.2.      RIGHTS; INTERESTS; ETC.

            (a)   So  long   as  no   Event   of   Default   (as   hereinafter
defined) shall have occurred and be continuing:

                  (i) Pledgor  shall be entitled to exercise  any and all rights
pertaining  to the Pledged  Collateral  or any part  thereof for any purpose not
inconsistent with the terms hereof; and

                  (ii)  Pledgor  shall be entitled to receive and retain any and
all payments paid or made in respect of the Pledged Collateral.

            (b)   Upon the occurrence  and during the  continuance of an Event
in Default:
                  (i)  Subject  to the  rights  of  SouthTrust  in  the  Pledged
Collateral and subject to Section  2.2(b)(iii)  hereof, all rights of Pledgor to
exercise the rights which it would otherwise be entitled to exercise pursuant to
Section  2.2(a)(i)  hereof and to receive  payments which it would  otherwise be
authorized to receive and retain pursuant to Section  2.2(a)(ii) hereof shall be
suspended, and all such rights shall thereupon become vested in each Pledgee who
shall  thereupon  have the sole right to exercise such rights and to receive and
hold as Pledged  Collateral  such payments;  PROVIDED,  HOWEVER,  that if either
Pledgee  shall become  entitled and shall elect to exercise its right to realize

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on the  Pledged  Collateral  pursuant  to  Article V hereof,  then all cash sums
received by either  Pledgee,  or held by Pledgor for the benefit of Pledgees and
paid over pursuant to Section  2.2(b)(ii)  hereof,  shall be applied against any
outstanding Obligations.

                  (ii) Subject to the rights of  SouthTrust  Bank in the Pledged
Collateral, all interest, dividends, income and other payments and distributions
which are received by Pledgor  contrary to the  provisions of Section  2.3(b)(i)
hereof  shall be  received  in  trust  for the  benefit  of  Pledgees,  shall be
segregated  from other  property of Pledgor and shall be forthwith  paid over to
Pledgees;

                  (iii)   notwithstanding   anything  contained  hereto  to  the
contrary, Pledgor shall retain any voting rights it may have with respect to any
of the Pledged Securities until such time as Pledgees are entitled and elects to
exercise its rights to realize on the Pledged  Securities  pursuant to Article V
hereof.

            (c) Each of the  following  events shall  constitute a default under
this Agreement (each an "EVENT OF DEFAULT"):

                  (i) any default,  whether in whole or in part,  shall occur in
the payment to  Pledgees of  principal,  interest or other item  comprising  the
Obligations as and when due, which default shall continue for a period of thirty
(30) days after the receipt of written notice thereof by Pledgor;

                  (ii) any default,  whether in whole or in part, shall occur in
the due observance or performance of any other covenant, term or provision to be
performed under this Agreement by Pledgor, or the Note, and all exhibits thereto
which default is not described in any other subsection of this Section, and such
default  shall  continue  for a period of thirty  (30) days after the receipt of

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written notice thereof by Pledgor; PROVIDED, HOWEVER, that if Pledgor shall have
commenced  to cure such  default  within  such  thirty (30) day period and shall
proceed  continuously in good faith and with due diligence to cure such default,
then such period instead shall be sixty (60) days;

                  (iii) Pledgor  shall:  (1) make a general  assignment  for the
benefit  of its  creditors;  (2) apply for or consent  to the  appointment  of a
receiver,  trustee,  assignee,  custodian,  sequestrator,  liquidator or similar
official  for  itself  or any of its  assets  and  properties;  (3)  commence  a
voluntary case for relief as a debtor under the United States  Bankruptcy  Code;
(4) file with or otherwise  submit to any  governmental  authority any petition,
answer or other document seeking:  (A)  reorganization,  (B) an arrangement with
creditors or (C) to take advantage of any other present or future applicable law
respecting bankruptcy, reorganization, insolvency, readjustment of debts, relief
of debtors,  dissolution or liquidation; (5) file or otherwise submit any answer
or other document admitting or failing to contest the material  allegations of a
petition  or other  document  filed or  otherwise  submitted  against  it in any
proceeding  under any such  applicable  law, or (6) be adjudicated a bankrupt or
insolvent by a court of competent jurisdiction; or

                  (iv) any case,  proceeding  or other action shall be commenced
against  Pledgor for the purpose of effecting,  or an order,  judgment or decree
shall be entered by any court of competent  jurisdiction  approving (in whole or
in part)  anything  specified in Section  2.2(c)(iii)  hereof,  or any receiver,
trustee, assignee, custodian,  sequestrator,  liquidator or other official shall
be  appointed  with  respect to Pledgor,  or shall be appointed to take or shall
otherwise  acquire  possession  or control of all or a  substantial  part of the

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assets and  properties  of  Pledgor,  and any of the  foregoing  shall  continue
unstayed and in effect for any period of ninety (90) days.

                                   ARTICLE 3.

                          ATTORNEY-IN-FACT; PERFORMANCE

      Section 3.1.      PLEDGEES APPOINTED ATTORNEY-IN-FACT.

      Upon the  occurrence  of an Event  of  Default  and only as long as such
Event of Default  shall be  continuing,  and subject to the rights of SouthTrust
Bank  in the  Pledged  Collateral,  Pledgor  hereby  appoints  each  Pledgee  as
Pledgor's  attorney-in-fact,  with  full  authority  in the  place  and stead of
Pledgor  and in the name of  Pledgor or  otherwise,  from time to time in either
Pledgee's  discretion  to take any action and to execute  any  instrument  which
either Pledgee may reasonably  deem necessary to accomplish the purposes of this
Agreement, including, without limitation, to receive and collect all instruments
made  payable to Pledgor  representing  any  payments  in respect of the Pledged
Collateral  or any part thereof and to give full  discharge  for the same.  Each
Pledgee may demand, collect, receipt for, settle,  compromise,  adjust, sue for,
foreclose,  or realize on the Pledged  Collateral as and when either Pledgee may
determine.  To  facilitate  collection,  and subject to the rights of SouthTrust
Bank in the Pledged  Collateral,  either Pledgee may notify account  debtors and
obligors on any Pledged Collateral to make payments directly to Pledgees.

      Section 3.2.      PLEDGEES MAY PERFORM.

      If  Pledgor  fails to  perform  any  agreement  contained  herein,  either
Pledgee,  at its  option,  may itself  perform,  or cause  performance  of, such
agreement,  and the  reasonable  expenses  of Pledgees  incurred  in  connection
therewith shall be payable by Pledgor under Section 8.3.

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                                   ARTICLE 4.

                         REPRESENTATIONS AND WARRANTIES
                         ------------------------------

      Section 4.1.      AUTHORIZATION; ENFORCEABILITY.

      Each of the parties  hereto  represents and warrants that it has taken all
action  necessary to authorize the execution,  delivery and  performance of this
Agreement  and the  transactions  contemplated  hereby;  and upon  execution and
delivery,  this Agreement shall constitute a valid and binding obligation of the
respective party, subject to applicable bankruptcy, insolvency,  reorganization,
moratorium  and similar laws  affecting  creditors'  rights or by the principles
governing the availability of equitable remedies.

      Section 4.2.      OWNERSHIP OF PLEDGED COLLATERAL.

      Pledgor  warrants and represents  that Pledgor is the legal and beneficial
owner of the Pledged Collateral.

      Section 4.3.      DUE ORGANIZATION.

      Pledgor  warrants  and  represents  that  it:  (i) is a  corporation  duly
organized,  validly existing and in good standing under the laws of the State of
Nevada;  (ii) has the corporate  power and authority  necessary to entitle it to
use its corporate  name and to own,  lease or otherwise  hold its properties and
assets and to carry on its  business as  presently  conducted  or proposed to be
conducted;  and (iii) is duly  qualified  and in good standing to do business as
presently conducted or proposed to be conducted.

                                   ARTICLE 5.

                   DEFAULT; REMEDIES; SUBSTITUTE COLLATERAL
                   ----------------------------------------

      Section 5.1.      DEFAULT AND REMEDIES.

            (a) If an Event of Default  described in Section  2.2(c)(i) and (ii)
occurs and is  continuing  for the period set forth  therein,  then in each such

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case  either  Pledgee may  declare  the  principal  amount to be due and payable
immediately,  by a notice in writing to Pledgor,  and upon any such declaration,
such principal amount shall become  immediately due and payable.  If an Event of
Default  described in Sections  2.2(c)(iii) or (iv) occurs and is continuing for
the  period  set forth  therein,  then the  principal  amount of the Note  shall
automatically  become  immediately due and payable without  declaration or other
act on the part of either Pledgee.

            (b) Upon the  occurrence  of an Event  of  Default,  either  Pledgee
shall,  subject to the rights of SouthTrust Bank in the Pledged Collateral,  (i)
be entitled to receive all distributions with respect to the Pledged Collateral,
(ii) to cause the Pledged  Collateral to be transferred  into the name of either
Pledgee or its nominee, (iii) to dispose of the Pledged Collateral,  and (iv) to
realize upon any and all rights in the Pledged Collateral then held by Pledgees.

      Section 5.2. METHOD OF  REALIZING  UPON THE  PLEDGED  COLLATERAL: OTHER
                   REMEDIES.

      Upon the occurrence of an Event of Default,  in addition to any rights and
remedies  available at law or in equity, and subject to the rights of SouthTrust
in the Pledged Collateral, the following provisions shall govern Pledgees' right
to realize upon the Pledged Collateral;

            (a) Any item of the Pledged Collateral may be sold for cash or other
value in any number of lots at brokers board, public auction or private sale and
may be sold without demand,  advertisement or notice (except that Pledgees shall
give Pledgor ten (10) business  days' prior written notice of the time and place
or of the time  after  which a private  sale may be made (the  "SALE  NOTICE")),
which notice shall in any event be commercially reasonable. At any sale or sales
of the Pledged  Collateral,  Pledgor may bid for and  purchase  the whole or any
part of the Pledged Collateral and, upon compliance with the terms of such sale,
may hold,  exploit and dispose of the same  without  further  accountability  to
Pledgees.  Pledgor  will  execute  and  deliver,  or  cause to be  executed  and
delivered, such instruments,  documents, assignments, waivers, certificates, and

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affidavits and supply or cause to be supplied such further  information and take
such further action as Pledgees  reasonably shall require in connection with any
such sale.

            (b)  Subject  to the  rights  of  SouthTrust  Bank  in  the  Pledged
Collateral,  any cash being held by either Pledgee as Pledged Collateral and all
cash  proceeds  received by either  Pledgee in respect  of, sale of,  collection
from, or other realization upon all or any part of the Pledged  Collateral shall
be applied as follows:

                  (i)   to the  payment of all amounts  due  Pledgees  for the
expenses  reimbursable  to it or them  hereunder  or owed  to it  pursuant  to
Section 8.3 hereof;

                  (ii)  to the payment of the amounts  then due and unpaid for
principal of and interest on the Note.

                  (iii) the balance,  if any, to the person or persons  entitled
thereto, including, without limitation, Pledgor.

            (c)  Subject  to the  rights  of  SouthTrust  Bank  in  the  Pledged
Collateral,  in addition  to all of the rights and  remedies  which  Pledgor and
Pledgees may have pursuant to this  Agreement,  Pledgor and Pledgees  shall have
all of the rights and remedies provided by law,  including,  without limitation,
those under the Uniform Commercial Code.

            (d)
                  (i)  Subject to the rights of  SouthTrust  Bank in the Pledged
Collateral,  if Pledgor fails to pay such amounts due upon the  occurrence of an
Event of Default  which is  continuing,  then  either  Pledgee  may  institute a
judicial  proceeding  for the  collection  of the  sums so due and  unpaid,  may

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prosecute  such  proceeding to judgment or final decree and may enforce the same
against  Pledgor and collect the monies adjudged or decreed to be payable in the
manner provided by law out of the property of Pledgor, wherever situated.

                  (ii) Pledgor agrees that it shall be liable for any reasonable
expenses incurred by either Pledgee in connection with  enforcement,  collection
and preservation of the Note,  including,  without limitation,  reasonable legal
fees and expenses,  and such amounts shall be deemed  included under Section 8.3
hereof.

      Section 5.3.      PROOFS OF CLAIM.

            In  case  of  the   pendency   of  any   receivership,   insolvency,
liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or
other judicial  proceeding  relating to Pledgor or the property of Pledgor or of
such other obligor or their creditors, each Pledgee (irrespective of whether the
principal  of the Note shall then be due and payable as therein  expressed or by
declaration or otherwise and  irrespective  of whether either Pledgee shall have
made any demand on Pledgor  for the  payment of overdue  principal,  if any,  or
interest)  shall,  subject  to the  rights  of  SouthTrust  Bank in the  Pledged
Collateral,  be entitled and empowered,  by  intervention  in such proceeding or
otherwise:

                  (i) to file  and  prove  a  claim  for  the  whole  amount  of
principal of the Note and  interest  owing and unpaid in respect of the Note and
to file such other papers or documents as may be necessary or advisable in order
to have the claims of either  Pledgee  (including  any claim for the  reasonable
legal fees and expenses and other  expenses  paid or incurred by either  Pledgee
permitted hereunder and of either Pledgee allowed in such judicial  proceeding),
and

                  (ii) subject to the rights of  SouthTrust  Bank in the Pledged
Collateral,  to collect  and  receive  any monies or other  property  payable or

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deliverable  on any such claims and to distribute  the same;  and any custodian,
receiver, assignee, trustee, liquidator,  sequestrator or other similar official
in any such judicial  proceeding is hereby  authorized by either Pledgee to make
such payments to Pledgees  and, in the event that Pledgees  shall consent to the
making of such payments directed to Pledgees, to pay to Pledgees any amounts for
expenses due it hereunder.

      Section 5.4.      DUTIES REGARDING PLEDGED COLLATERAL.

      Neither  Pledgee shall have a duty as to the collection or protection of
the Pledged  Collateral or any income thereon or as to the  preservation  of any
rights pertaining thereto, beyond the safe custody and reasonable care of any of
the Pledged Collateral actually in Pledgees' possession.

                                   ARTICLE 6.

                              AFFIRMATIVE COVENANTS
                              ---------------------

      Pledgor  covenants  and agrees  that,  from the date  hereof and until the
Obligations  have been fully paid and satisfied,  unless  Pledgees shall consent
otherwise in writing (as provided in Section 8.4 hereof):

      Section 6.1.      EXISTENCE, PROPERTIES, ETC.

            (a) Pledgor  shall do, or cause to be done,  all things,  or proceed
with due diligence with any actions or courses of action, that may be reasonably
necessary  (i) to  maintain  its due  organization,  valid  existence  and  good
standing under the laws of its state of incorporation,  and (ii) to preserve and
keep in full force and effect all qualifications,  licenses and registrations in
those  jurisdictions in which the failure to do so could have a material adverse
effect; and (b) Pledgor shall not do, or cause to be done, any act impairing its
corporate power or authority (i) to carry on its business as now conducted,  and
(ii) to execute or deliver  this  Agreement or any other  document  delivered in

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connection herewith (which other loan instruments collectively shall be referred
to as the "LOAN  INSTRUMENTS") to which it is or will be a party, or perform any
of its obligations hereunder or thereunder.

      Section 6.2.      DEFENSE OF COLLATERAL, ETC.

      Pledgor  shall defend and enforce its right,  title and interest in and to
any part of the Pledged Collateral.

                                   ARTICLE 7.

                               NEGATIVE COVENANTS
                               ------------------

Pledgor  covenants and agrees that,  from the date hereof until the  Obligations
have been fully paid and  satisfied,  Pledgor shall not,  unless  Pledgees shall
consent otherwise in writing incur any liens incurred in respect of indebtedness
on the Pledged Collateral which are superior to the Obligations.

                                   ARTICLE 8.

                                  MISCELLANEOUS
                                  -------------

      Section 8.1.      NOTICES.

      All  notices or other  communications  required or  permitted  to be given
pursuant to this  Agreement  shall be in writing and shall be considered as duly
given on:  (a) the date of  delivery,  if  delivered  in person,  by  nationally
recognized  overnight  delivery  service or (b) five (5) days  after  mailing if
mailed from within the  continental  United  States by  certified  mail,  return
receipt  requested  to the party  entitled to receive  the same,  if to Pledgor,
European  Micro  Holdings,  Inc., 808 Third Avenue South,  Nashville,  Tennessee
37210,  Attention:  Jay Nash, Chief Financial Officer, with a copy to Clayton E.
Parker, Esq., Kirkpatrick & Lockhart LLP, 201 S. Biscayne Boulevard, 20th Floor,
Miami, Florida 33131 and if to Pledgees,  at the addresses shown on the books of
Pledgor.  Any party may change its  address by giving  notice to the other party
stating its new address.  Commencing on the tenth (10th) day after the giving of

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such notice, such newly designated address shall be such party's address for the
purpose of all notices or other communications required or permitted to be given
pursuant to this Agreement.

      Section 8.2.      SEVERABILITY.

      If any provision of this Agreement shall be held invalid or unenforceable,
such  invalidity  or  unenforceability  shall attach only to such  provision and
shall not in any  manner  affect or render  invalid or  unenforceable  any other
severable  provision of this Agreement,  and this Agreement shall be carried out
as if any such invalid or unenforceable provision were not contained herein.

      Section 8.3.      EXPENSES.

      In the event of an Event of  Default,  Pledgor  will pay to  Pledgees  the
amount of any and all reasonable  expenses,  including the  reasonable  fees and
expenses of its counsel,  which  Pledgees or the Holder may incur in  connection
with: (i) the custody or preservation of, or the sale, collection from, or other
realization  upon,  any  of  the  Pledged  Collateral;   (ii)  the  exercise  or
enforcement  of any of the rights of Pledgees  hereunder or (iii) the failure by
Pledgor to perform or observe any of the provisions hereof.

      Section 8.4.      WAIVERS, AMENDMENTS, ETC.

      Pledgees'  delay or  failure  at any time or times  hereafter  to  require
strict performance by Pledgor of any undertakings, agreements or covenants shall
not waiver, affect, or diminish any right of either Pledgee under this Agreement
to demand  strict  compliance  and  performance  herewith.  Any waiver by either
Pledgee  of any Event of Default  shall not waive or affect  any other  Event of
Default,  whether  such  Event of  Default is prior or  subsequent  thereto  and
whether of the same or a different  type. None of the  undertakings,  agreements
and covenants of Pledgor  contained in this Agreement,  and no Event of Default,

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shall be deemed to have been waived by either Pledgee, nor may this Agreement be
amended,  changed  or  modified,  unless  such  waiver,  amendment,   change  or
modification  is evidenced by an instrument in writing  specifying  such waiver,
amendment, change or modification and signed by the Holder.

      Section 8.5.      CONTINUING SECURITY INTEREST.

      This Agreement shall create a continuing  security interest in the Pledged
Collateral and shall:  (i) remain in full force and effect until payment in full
of the  Obligations;  and (ii) be binding  upon Pledgor and its  successors  and
(iii)  inure to the  benefit of  Pledgees  and their  successors  and  permitted
assigns.  Upon the payment or satisfaction in full of the  Obligations,  Pledgor
shall  be  entitled  to the  return,  at its  expense,  of such  of the  Pledged
Collateral as shall not have been sold in accordance  with Section 5.2 hereof or
otherwise applied pursuant to the terms hereof.

      Section 8.6.      APPLICABLE LAW:  JURISDICTION.

      This Agreement and the rights of the parties  hereunder  shall be governed
by and  construed in accordance  with the laws of the State of Florida,  without
regard to its  conflicts of law  principles.  Pledgees and Pledgor  hereto:  (i)
agree that any legal suit,  action or  proceeding  arising out of or relating to
this  Agreement  shall  be  instituted  only in a  federal  or  state  court  in
Miami-Dade  County,  Florida;  (ii)  waive any  objection  which they may now or
hereafter  have  to the  laying  of  the  venue  of any  such  suit,  action  or
proceeding;  and (iii) irrevocably  submit to the jurisdiction of any federal or
state  court  in  Miami-Dade  County,  Florida,  in any  such  suit,  action  or
proceeding. Pledgees and Pledgor hereto agree that the mailing of any process in
any suit,  action or proceeding in accordance with the notice provisions of this
Agreement shall constitute personal service thereof.

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      Section 8.7.      ENTIRE AGREEMENT.

      This  Agreement  constitutes  the entire  agreement  among the parties and
supersedes any prior agreement or  understanding  among them with respect to the
subject matter hereof.

                             [Signature page to follow]
      IN WITNESS WHEREOF,  the parties hereto have executed this Agreement as of
the date first above written.

                                    PLEDGOR:

                                    EUROPEAN MICRO HOLDINGS, INC.

                                    By:_______________________________________

                                    Name:_____________________________________

                                    Title:____________________________________


PLEDGEES:

____________________________________
John B. Gallagher

____________________________________
John P. Gallagher

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                                   EXHIBIT "1"
                                   -----------

                                PLEDGED PROPERTY

      One hundred (100) shares of common stock,  par value $0.01 per share, of
American Micro Computer Center, Inc. held by European Micro Holdings, Inc.