EXHIBIT 10.40
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         THIS NOTE IS SUBORDINATE IN ALL RESPECTS TO THE PRIOR RIGHTS OF
               SOUTHTRUST BANK, N.A., ITS SUCCESSORS AND ASSIGNS.

                             SECURED PROMISSORY NOTE
                             -----------------------


U.S. $823,712.00                                            February ___, 2001
(Subject to Amendment)                                          Miami, Florida

FOR  VALUE  RECEIVED,  EUROPEAN  MICRO  HOLDINGS,  INC.,  a  Nevada  corporation
("BORROWER"),  hereby  promises  to pay to  JOHN  B.  GALLAGHER,  an  individual
residing in Fort  Lauderdale,  Florida  ("LENDER"),  the  principal sum of Eight
Hundred  Twenty  Three  Thousand  Seven  Hundred  Twelve  Dollars  and No  Cents
($823,712.00), payable on the terms set forth herein.

On June 29, 1999,  Maker,  Payee and certain other parties entered into a Merger
Agreement (the "MERGER AGREEMENT"), as amended by that letter agreement dated as
of October 2, 2000. This Note evidences the portion of the Third Installment (as
defined under the Merger  Agreement)  owed to Payee under the Merger  Agreement.
This Note supercedes the terms of the letter  agreement.  Under the terms of the
Merger  Agreement,  the  determination of the Third Installment is subject to an
audit by the Borrower's  accountants and certain adjustments.  To the extent any
such adjustments are made in accordance with the Merger Agreement, the principal
amount of this Note shall be amended to reflect such adjustments.

1.    PAYMENT.  Concurrently  with the execution and delivery of this Note,  the
      Lender  will  enter into a  Subordination  Agreement  (the  "SUBORDINATION
      AGREEMENT") with SouthTrust Bank (the "SENIOR LENDER"),  which will result
      in this  Note  being  subordinated  to the  rights of the  Senior  Lender.
      Subject  to the  terms  and  conditions  of the  Subordination  Agreement,
      Borrower  shall pay Lender the sum of $25,000 per month,  plus accrued but
      unpaid   interest   commencing  on  April  1,  2001  and  continuing  each
      thirty-days  thereafter until paid in full. This Note shall become due and
      payable  thirty  (30) days after the date no amounts are due to the Senior
      Lender or any holder(s) of any of the Senior Debt (as defined below).  The
      "SENIOR  DEBT"  means  all  obligations  of  Borrower  to  pay  principal,
      interest,  fees,  costs  and  other  amounts  from time to time due to the
      Senior Lender from (i) Borrower under a Loan Agreement dated as of October
      28, 1999, (ii) American Micro Computer Center, Inc. under a Revolving Loan
      Agreement  dated as of October 5, 2000 and (iii)  Nor'Easter  Micro,  Inc.
      under a  Revolving  Loan  Agreement  dated as of October 5, 2000,  and all
      renewals and extensions thereof.

2.    INTEREST.  Interest  shall accrue on the unpaid  principal  amount of this
      Note at a rate of eight percent (8.0%) per year.

3.    SECURITY. This Note is secured by a Pledge Agreement of even date herewith
      between the Borrower and the Lender.

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4.    EVENTS OF DEFAULT.  Subject to the terms of the  Subordination  Agreement,
      all amounts due  hereunder  together with accrued  interest  thereon shall
      become  immediately  due and payable,  without notice or demand,  upon the
      occurrence  of any of the  following  events of  default:  (a)  Borrower's
      failure to  promptly  pay in full any  payment of  principal,  interest or
      other  amounts  due  under  this Note on the date  when  such  payment  of
      principal  or  interest  becomes  due;  or  (b)  the  commencement  of any
      proceedings  under any bankruptcy  laws of the United States of America or
      under any insolvency, reorganization,  receivership, readjustment of debt,
      dissolution, liquidation or any similar law or statute of any jurisdiction
      now or  hereafter  in effect  (whether in law or in equity) is filed by or
      against Borrower or for all or any part of its property.

5.    REMEDIES.  Subject to the terms of the Subordination  Agreement,  Borrower
      agrees in the event of a default in the payment of principal,  interest or
      other amounts due under this Note,  upon the date when the same  severally
      become  due  hereunder,  or,  if  each  and  every  one of the  terms  and
      conditions of this Note are not duly  performed,  complied with, or abided
      by, the whole of said indebtedness  then outstanding  shall thereupon,  at
      the sole and absolute option of Lender, become immediately due and payable
      without notice, demand or further action by the Lender. Borrower agrees to
      pay any and all fees,  costs,  charges and expenses  incurred by Lender in
      the  enforcement  of its rights  hereunder  including  all expenses in the
      collection  of  this  Note or any  related  judgment,  including,  but not
      limited to, reasonable trial and appellate attorney's fees.

6.    WAIVERS. No delay or omission on the part of Lender in the exercise of any
      right  hereunder  shall  operate as a waiver of such right or of any other
      right under this Note. A waiver by Lender of any right or remedy conferred
      to it hereunder on any one occasion shall not be construed as a bar to, or
      waiver  of,  any such  right  and/or  remedy  as to any  future  occasion.
      Borrower and all persons now or hereafter becoming obligated or liable for
      the  payment  hereof do jointly  and  severally  waive  demand,  notice of
      non-payment, protest, notice of dishonor and presentment.

7.    USURY.  Borrower  does not intend or expect to pay, nor does Lender intend
      or expect to charge,  collect or accept,  any  interest  greater  than the
      highest legal rate of interest  which may be charged under any  applicable
      law. Should the  acceleration  hereof or any charges made hereunder result
      in the  computation  or earning of  interest in excess of such legal rate,
      any and all such excess shall be and the same is hereby  waived by Lender,
      and any such excess shall be credited by Lender to the  principal  balance
      hereof.

8.    NO NOTICE. Each maker,  endorser, or any other person, firm or corporation
      now or hereafter  becoming liable for the payment of the loan evidenced by
      this Note,  hereby  consents to any renewals,  extensions,  modifications,
      release of security,  or any indulgence  shown to or any dealings  between
      Lender and any party now or hereafter obligated hereunder, without notice,
      and jointly and severally  agree,  that they shall remain liable hereunder
      notwithstanding   any  such   renewals,   extensions,   modifications   or
      indulgences, until the debt evidenced hereby is fully paid.

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9.    PREPAYMENT.  Subject  to the  terms of the  Subordination  Agreement,  the
      principal  may be  prepaid  in whole  or in part at any time  prior to the
      maturity  of this  Note.  There  is no  prepayment  fee or  penalty.  Each
      prepayment of the principal shall be applied against the payments last due
      under  this Note.  No partial  prepayment  of the  principal  shall act to
      suspend,  postpone  or  waive  any  regularly  scheduled  payment  of  the
      principal and/or interest due under this Note.

10.   OVERDUE  BALANCES.  Upon the  occurrence of any default by Borrower of any
      term or provision of this Note, all sums outstanding under this Note shall
      thereupon  immediately  bear interest at the greater of (i) eighteen (18%)
      percent per annum,  or (ii) the highest rate permitted by applicable  law,
      commencing  on the  date  immediately  following  the day upon  which  the
      payment was due,  without  notice to Borrower or any guarantor or endorser
      of this Note,  and without any  affirmative  action or  declaration on the
      part of Lender.

11.   GOVERNING LAW. This Note shall be construed and enforced  according to the
      laws of the State of Florida,  excluding all principles of choice of laws,
      conflict  of  laws  or  comity.  Each  person  now or  hereafter  becoming
      obligated for the payment of the indebtedness evidenced hereby consents to
      personal  jurisdiction  and venue in Miami-Dade  County,  Florida,  in the
      event of any  litigation  in any way  arising  out of the  loan  evidenced
      hereby, or any property given as collateral for the loan.

12.   CONSENT;  ASSIGNMENT;  MODIFICATION.  This Note  shall be  binding  on the
      successors  and assigns of Borrower.  Borrower  shall not assign this Note
      without  the  written  consent  of Lender.  This Note  shall  inure to the
      benefit  of  the   Lender's   successors,   assigns,   heirs  or  personal
      representatives.  The term  "LENDER"  used herein shall include any future
      holder of this Note. The terms of this Note may not be changed orally.

13.   SEVERABILITY.  Whenever  possible  each  provision  of this Note  shall be
      interpreted  in such manner as to be effective and valid under  applicable
      law,  but if any  provision  of this Note shall be  prohibited  or invalid
      under such law, such provision  shall be ineffective to the extent of such
      prohibition  or  invalidity,  without  invalidating  the remainder of such
      provision or the remaining provisions of this Note.

14.   JURY TRIAL.  BORROWER  HEREBY  KNOWINGLY,  VOLUNTARILY  AND  INTENTIONALLY
      WAIVES  THE  RIGHT  WHICH  IT MAY  HAVE TO A TRIAL  BY JURY OF ANY  CLAIM,
      DEMAND,  ACTION OR CAUSE OF ACTION BASED HEREON,  OR ARISING OUT OF, UNDER
      OR IN ANY WAY  CONNECTED  WITH THE DEALINGS  BETWEEN  LENDER AND BORROWER,
      THIS NOTE,  OR ANY  DOCUMENTS  EXECUTED  IN  CONNECTION  HEREWITH,  OR THE
      FINANCING  CONTEMPLATED  HEREBY,  OR ANY  COURSE  OF  CONDUCT,  COURSE  OF
      DEALING,  STATEMENTS  (WHETHER  ORAL OR  WRITTEN)  OR ACTIONS OF ANY PARTY
      HERETO OR THERETO IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER  ARISING,

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      AND WHETHER IN CONTRACT,  TORT,  EQUITY OR OTHERWISE.  THIS PROVISION IS A
      MATERIAL INDUCEMENT FOR LENDER EXTENDING THE LOAN EVIDENCED BY THIS NOTE.

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<PAGE>




                                    EUROPEAN MICRO HOLDINGS, INC.

                                    By:_________________________________
                                    Name:_______________________________
                                    Title:______________________________


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