EXHIBIT 10.38
                                 -------------

                         REGISTRATION RIGHTS AGREEMENT

      REGISTRATION RIGHTS AGREEMENT (this "AGREEMENT"), dated as of August 24,,
2000, by and among EUROPEAN MICRO HOLDINGS,  INC., a Nevada  corporation,  with
its principal  office  located at 6073 N.W. 167th Street,  Unit C-25 Miami,  Fl
(the  "COMPANY"),  and May Davis Group,  Inc., with its principal office at One
World Trade Center, Suite 8735, New York, NY ("MAY DAVIS").

      WHEREAS:

      A. In connection with the Placement  Agent Agreement  between the parties
hereto of even date herewith (the "PLACEMENT AGENT AGREEMENT"), the Company has
agreed to issue common stock purchase  warrants to purchase an aggregate of one
million  (1,000,000)  shares of the Company's common stock, par value $0.01 per
share (the "COMMON  STOCK"),  at various exercise prices for a term of five (5)
years from the date of issuance of such warrants (individually, a "WARRANT" and
collectively, the "WARRANTS").  Capitalized terms not defined herein shall have
the meaning ascribed to them in the Placement Agent Agreement.

      B. To induce the  Placement  Agent to enter to execute  and  deliver  the
Placement  Agent   Agreement,   the  Company  has  agreed  to  provide  certain
registration rights under the Securities Act of 1933, as amended, and the rules
and regulations there under, or any similar  successor  statute  (collectively,
the "1933 ACT"),  and applicable  state  securities  laws,  with respect to the
shares of Common Stock  issuable  upon  exercise of the Warrants  (the "WARRANT
SHARES").

      NOW, THEREFORE, in consideration of the premises and the mutual covenants
contained  herein and other good and  valuable  consideration,  the receipt and
sufficiency  of which are hereby  acknowledged,  the  Company  and the  Warrant
Holders hereby agree as follows:

      1.    DEFINITIONS.
            -----------

            As used in this  Agreement,  the  following  terms  shall  have the
following meanings:

            a. "WARRANT  HOLDER" means a Warrant  Holder and any  transferee or
assignee  thereof  to whom an Warrant  Holder  assigns  its  rights  under this
Agreement and who agrees to become bound by the provisions of this Agreement in
accordance with Section 9.

            b. "PERSON" means a corporation,  a limited liability  company,  an
association,  a partnership,  an  organization,  a business,  an individual,  a
governmental or political subdivision thereof or a governmental agency.


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            c.  "REGISTER,"   "REGISTERED,"  and  "REGISTRATION"   refer  to  a
registration  effected  by  preparing  and  filing  one  or  more  Registration
Statements (as defined  below) in compliance  with the 1933 Act and pursuant to
Rule 415  under  the 1933 Act or any  successor  rule  providing  for  offering
securities on a continuous or delayed basis ("RULE 415"),  and the  declaration
or ordering of  effectiveness of such  Registration  Statement(s) by the United
States Securities and Exchange Commission (the "SEC").

            d.  "REGISTRABLE  SECURITIES"  means the  shares  of  Common  Stock
issuable to Warrant  Holders upon conversion of the Warrants issues pursuant to
the Placement Agent Agreement.

            e.    "REGISTRATION  STATEMENT"  means  a  registration  statement
under the 1933 Act which covers the Registrable Securities.

      2.    REGISTRATION.
            ------------

            a. MANDATORY REGISTRATION.  The Company shall prepare and file with
the SEC a Registration  Statement on Form S-3 covering the resale of all of the
Registrable  Securities.  In the event that Form S-3 is unavailable  for such a
registration,  the Company shall use such other form as is available for such a
registration,  subject to the  provisions  of Section  2(b).  The Company shall
cause such Registration  Statement to be declared effective by the SEC prior to
the first  conversion by the Warrant Holders of the Warrants issued pursuant to
the Placement Agent Agreement.

            b.  INELIGIBILITY  FOR FORM S-3.  In the event that Form S-3 is not
available for the registration of Registrable Securities hereunder, the Company
shall  (i)  register  the  sale  of  the  Registrable   Securities  on  another
appropriate  form and (ii) undertake to register the Registrable  Securities on
Form S-3 as soon as such form is  available,  provided  that the Company  shall
maintain the  effectiveness of the Registration  Statement then in effect until
such time as a  Registration  Statement on Form S-3  covering  the  Registrable
Securities has been declared effective by the SEC.

            c. SUFFICIENT NUMBER OF SHARES REGISTERED.  In the event the number
of shares  available  under a Registration  Statement filed pursuant to Section
2(a) is  insufficient  to cover  all of the  Registrable  Securities  which are
issuable to the Warrant Holders upon conversion of the Warrants issued pursuant
to the Placement  Agent  Agreement,  the Company  shall amend the  Registration
Statement,  or file a new  Registration  Statement (on the short form available
therefore,  if  applicable),  or both,  so as to cover all of such  Registrable
Securities  issuable to the Warrant  Holders  upon  conversion  of the Warrants
issued pursuant to the Placement Agent Agreement as soon as practicable, but in
any event  not later  than  fifteen  (15)  business  days  after the  necessity
therefore arises. The Company shall use it best efforts to cause such amendment
and/or new  Registration  Statement to become  effective as soon as practicable
following  the filing  thereof.  For purposes of the foregoing  provision,  the
number of  shares  available  under a  Registration  Statement  shall be deemed
"insufficient  to cover all of the  Registrable  Securities" if at any time the


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<PAGE>

number of Registrable  Securities  issuable upon  conversion of the Warrants is
greater than the number of shares available for resale under such  Registration
Statement.

      3.    RELATED OBLIGATIONS.
            -------------------

            a. The  Company  shall keep the  Registration  Statement  effective
during the term of the Warrant pursuant to Rule 415 at all times until the date
on which the  Warrant  Holder  shall have sold all the  Registrable  Securities
covered by such  Registration  Statement  (the  "REGISTRATION  Period"),  which
Registration  Statement  (including any  amendments or supplements  thereto and
prospectuses  contained  therein)  shall not contain any untrue  statement of a
material fact or omit to state a material  fact required to be stated  therein,
or necessary to make the statements  therein,  in light of the circumstances in
which they were made, not misleading.

            b. The Company shall prepare and file with the SEC such  amendments
(including  post-effective   amendments)  and  supplements  to  a  Registration
Statement  and  the  prospectus  used  in  connection  with  such  Registration
Statement,  which  prospectus is to be filed  pursuant to Rule 424  promulgated
under the 1933 Act, as may be  necessary  to keep such  Registration  Statement
effective at all times during the Registration Period, and, during such period,
comply with the  provisions of the 1933 Act with respect to the  disposition of
all  Registrable  Securities  of  the  Company  covered  by  such  Registration
Statement until such time as all of such Registrable Securities shall have been
disposed of in  accordance  with the  intended  methods of  disposition  by the
seller or sellers thereof as set forth in such Registration  Statement.  In the
case of  amendments  and  supplements  to a  Registration  Statement  which are
required to be filed  pursuant to this  Agreement  (including  pursuant to this
Section  3(b)) by reason of the  Company's  filing a report on Form 10-K,  Form
10-Q or Form 8-K or any analogous  report under the Securities  Exchange Act of
1934,  as amended (the "1934 ACT"),  the Company shall have  incorporated  such
report by reference into the Registration  Statement,  if applicable,  or shall
file such  amendments or supplements  with the SEC on the same day on which the
1934 Act report is filed which created the requirement for the Company to amend
or supplement the Registration Statement.

            c.  The  Company  shall  furnish  to  each  Warrant   Holder  whose
Registrable  Securities  are included in any  Registration  Statement,  without
charge,  (i) at  least  one copy of such  Registration  Statement  as  declared
effective  by  the  SEC  and  any  amendment(s)  thereto,  including  financial
statements and schedules,  all documents incorporated therein by reference, all
exhibits  and each  preliminary  prospectus,  (ii) ten (10) copies of the final
prospectus  included in such  Registration  Statement  and all  amendments  and
supplements  thereto (or such other number of copies as such Warrant Holder may
reasonably  request) and (iii) such other  documents as such Warrant Holder may
reasonably  request from time to time in order to facilitate the disposition of
the Registrable Securities owned by such Warrant Holder.

            d. The  Company  shall use its best  efforts  to (i)  register  and
qualify the Registrable  Securities  covered by a Registration  Statement under


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<PAGE>


such other  securities or "blue sky" laws of such  jurisdictions  in the United
States as any Warrant  Holder  reasonably  requests,  (ii)  prepare and file in
those jurisdictions,  such amendments (including post-effective amendments) and
supplements to such  registrations  and  qualifications  as may be necessary to
maintain the effectiveness  thereof during the Registration  Period, (iii) take
such other  actions as may be  necessary  to maintain  such  registrations  and
qualifications in effect at all times during the Registration  Period, and (iv)
take all other  actions  reasonably  necessary  or  advisable  to  qualify  the
Registrable Securities for sale in such jurisdictions;  provided, however, that
the Company  shall not be required in  connection  therewith  or as a condition
thereto to (w) make any change to its certificate of  incorporation or by-laws,
(x) qualify to do business in any jurisdiction  where it would not otherwise be
required to qualify but for this Section  3(d),  (y) subject  itself to general
taxation in any such jurisdiction,  or (z) file a general consent to service of
process in any such  jurisdiction.  The  Company  shall  promptly  notify  each
Warrant Holder who holds  Registrable  Securities of the receipt by the Company
of any  notification  with respect to the  suspension  of the  registration  or
qualification  of  any  of  the  Registrable  Securities  for  sale  under  the
securities or "blue sky" laws of any  jurisdiction  in the United States or its
receipt of actual notice of the initiation or threat of any proceeding for such
purpose.

            e. As promptly as practicable after becoming aware of such event or
development,  the Company  shall notify each  Warrant  Holder in writing of the
happening  of any  event as a result  of which  the  prospectus  included  in a
Registration  Statement,  as then in effect,  includes an untrue statement of a
material  fact or  omission  to state a  material  fact  required  to be stated
therein  or  necessary  to  make  the  statements  therein,  in  light  of  the
circumstances  under which they were made, not misleading  (provided that in no
event  shall such notice  contain any  material,  nonpublic  information),  and
promptly  prepare a supplement or amendment to such  Registration  Statement to
correct such untrue statement or omission,  and deliver ten (10) copies of such
supplement or amendment to each Warrant Holder. The Company shall also promptly
notify each Warrant  Holder in writing (i) when a prospectus or any  prospectus
supplement or post-effective  amendment has been filed, and when a Registration
Statement or any post-effective amendment has become effective (notification of
such  effectiveness  shall be delivered to each Warrant  Holder by facsimile on
the  same  day of  such  effectiveness),  (ii)  of any  request  by the SEC for
amendments or supplements to a Registration  Statement or related prospectus or
related information, and (iii) of the Company's reasonable determination that a
post-effective amendment to a Registration Statement would be appropriate.

            f. The Company  shall use its best  efforts to prevent the issuance
of any stop  order or  other  suspension  of  effectiveness  of a  Registration
Statement,  or the suspension of the  qualification  of any of the  Registrable
Securities  for sale in any  jurisdiction  within the United  States of America
and, if such an order or suspension is issued, to obtain the withdrawal of such
order or suspension at the earliest  possible moment and to notify each Warrant
Holder who holds  Registrable  Securities  being sold of the  issuance  of such
order  and the  resolution  thereof  or its  receipt  of  actual  notice of the
initiation or threat of any proceeding for such purpose.


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<PAGE>


            g. At the  reasonable  request of any Warrant  Holder,  the Company
shall furnish to such Warrant Holder,  on the date of the  effectiveness of the
Registration  Statement  and  thereafter  from time to time on such dates as an
Warrant Holder may reasonably  request (i) a letter,  dated such date, from the
Company's  independent certified public accountants in form and substance as is
customarily given by independent  certified public  accountants to underwriters
in an underwritten public offering, and (ii) an opinion, dated as of such date,
of  counsel   representing  the  Company  for  purposes  of  such  Registration
Statement,  in  form,  scope  and  substance  as  is  customarily  given  in an
underwritten public offering, addressed to the Warrant Holders.

            h. The  Company  shall make  available  for  inspection  by (i) any
Warrant Holder and (ii) one firm of accountants or other agents retained by the
Warrant Holders  (collectively,  the "INSPECTORS") all pertinent  financial and
other records,  and pertinent corporate documents and properties of the Company
(collectively,  the "RECORDS"), as shall be reasonably deemed necessary by each
Inspector, and cause the Company's officers,  directors and employees to supply
all information which any Inspector may reasonably request; provided,  however,
that each Inspector shall agree, and each Warrant Holder hereby agrees, to hold
in strict  confidence and shall not make any  disclosure  (except to an Warrant
Holder) or use of any Record or other information which the Company  determines
in good faith to be confidential, and of which determination the Inspectors are
so notified, unless (a) the disclosure of such Records is necessary to avoid or
correct  a  misstatement  or  omission  in  any  Registration  Statement  or is
otherwise  required  under the 1933 Act,  (b) the  release  of such  Records is
ordered pursuant to a final,  non-appealable  subpoena or order from a court or
government  body of  competent  jurisdiction,  or (c) the  information  in such
Records  has  been  made  generally  available  to the  public  other  than  by
disclosure  in violation of this or any other  agreement of which the Inspector
and the Warrant Holder has knowledge. Each Warrant Holder agrees that it shall,
upon  learning  that  disclosure  of such Records is sought in or by a court or
governmental body of competent jurisdiction or through other means, give prompt
notice to the Company  and allow the  Company,  at its  expense,  to  undertake
appropriate  action to prevent  disclosure of, or to obtain a protective  order
for, the Records deemed confidential.

            i. The Company shall hold in confidence and not make any disclosure
of information  concerning a Warrant Holder  provided to the Company unless (i)
disclosure  of such  information  is  necessary to comply with federal or state
securities  laws, (ii) the disclosure of such information is necessary to avoid
or correct a misstatement or omission in any Registration Statement,  (iii) the
release of such  information is ordered  pursuant to a subpoena or other final,
non-appealable   order  from  a  court  or   governmental   body  of  competent
jurisdiction, or (iv) such information has been made generally available to the
public other than by  disclosure  in  violation of this  Agreement or any other
agreement.  The Company agrees that it shall,  upon learning that disclosure of
such  information  concerning  a  Warrant  Holder is sought in or by a court or
governmental body of competent jurisdiction or through other means, give prompt
written  notice to such Warrant  Holder and allow such Warrant  Holder,  at the
Warrant Holder's expense, to undertake appropriate action to prevent disclosure
of, or to obtain a protective order for, such information.


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<PAGE>


            j. The Company  shall use its best efforts  either to cause all the
Registrable  Securities covered by a Registration Statement (i) to be listed on
each securities exchange on which securities of the same class or series issued
by the Company  are then  listed,  if any,  if the listing of such  Registrable
Securities  is then  permitted  under the rules of such exchange or (ii) secure
designation  and  quotation of all the  Registrable  Securities  covered by the
Registration  Statement on the Nasdaq  National  Market or The Nasdaq  SmallCap
Market or, if,  despite the  Company's  best  efforts to satisfy the  preceding
clause (i) or (ii),  the Company is  unsuccessful  in satisfying  the preceding
clause (i) or (ii),  to secure the  inclusion  for  quotation  on the  National
Association of Securities Dealers, Inc. OTC Bulletin Board for such Registrable
Securities.  The Company  shall pay all fees and  expenses in  connection  with
satisfying its obligation under this Section 3(j).

            k. The Company shall  cooperate  with the Warrant  Holders who hold
Registrable  Securities  being  offered  and,  to  the  extent  applicable,  to
facilitate the timely preparation and delivery of certificates (not bearing any
restrictive  legend)  representing  the  Registrable  Securities  to be offered
pursuant to a Registration Statement and enable such certificates to be in such
denominations  or  amounts,  as the case may be,  as the  Warrant  Holders  may
reasonably  request and  registered  in such names as the  Warrant  Holders may
request.

            l. The Company shall use its best efforts to cause the  Registrable
Securities  covered by the applicable  Registration  Statement to be registered
with or approved by such other  governmental  agencies or authorities as may be
necessary to consummate the disposition of such Registrable Securities.

            m. The  Company  shall make  generally  available  to its  security
holders as soon as practical, but not later than 90 days after the close of the
period  covered  thereby,  an earnings  statement (in form  complying  with the
provisions  of Rule 158 under  the 1933 Act)  covering  a  twelve-month  period
beginning  not later than the first day of the  Company's  fiscal  quarter next
following the effective date of the Registration Statement.

            n. The Company shall  otherwise use its best efforts to comply with
all  applicable  rules  and  regulations  of the  SEC in  connection  with  any
registration hereunder.

            o.  Within two (2)  business  days after a  Registration  Statement
which  covers  Registrable  Securities  is ordered  effective  by the SEC,  the
Company  shall  deliver,  and shall  cause  legal  counsel  for the  Company to
deliver, to the transfer agent for such Registrable  Securities (with copies to
the  Warrant  Holders  whose  Registrable   Securities  are  included  in  such
Registration  Statement) confirmation that such Registration Statement has been
declared effective by the SEC in the form attached hereto as EXHIBIT A.

            p. The Company shall take all other reasonable actions necessary to
expedite  and  facilitate  disposition  by the Warrant  Holders of  Registrable
Securities pursuant to a Registration Statement.


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<PAGE>


      4.    OBLIGATIONS OF THE WARRANT HOLDERS.
            ----------------------------------

            Each Warrant  Holder  agrees that,  upon receipt of any notice from
the Company of the happening of any event of the kind described in Section 3(f)
or the first sentence of 3(e), such Warrant Holder will immediately discontinue
disposition of Registrable Securities pursuant to any Registration Statement(s)
covering such Registrable Securities until such Warrant Holder's receipt of the
copies of the supplemented or amended  prospectus  contemplated by Section 3(e)
or  receipt  of  notice  that  no   supplement   or   amendment   is  required.
Notwithstanding  anything to the contrary, the Company shall cause its transfer
agent to  deliver  unlegended  certificates  for  shares of  Common  Stock to a
transferee of an Warrant  Holder in accordance  with the terms of the Placement
Agreement in connection with any sale of Registrable Securities with respect to
which an Warrant  Holder  has  entered  into a  contract  for sale prior to the
Warrant  Holder's  receipt of a notice from the Company of the happening of any
event of the kind  described in Section 3(f) or the first  sentence of 3(e) and
for which the Warrant Holder has not yet settled.

      5.    EXPENSES OF REGISTRATION.
            ------------------------

            All expenses incurred in connection with registrations,  filings or
qualifications pursuant to Sections 2 and 3, including, without limitation, all
registration,  listing and qualifications fees, printers,  legal and accounting
fees shall be paid by the Company.

      6.    INDEMNIFICATION.
            ---------------

            With  respect to  Registrable  Securities  which are  included in a
Registration Statement under this Agreement:

            a. To the fullest  extent  permitted by law, the Company will,  and
hereby does,  indemnify,  hold  harmless and defend each  Warrant  Holder,  the
directors,  officers, partners, employees, agents, representatives of, and each
Person,  if any, who controls any Warrant Holder within the meaning of the 1933
Act or the 1934 Act  (each,  an  "INDEMNIFIED  PERSON"),  against  any  losses,
claims, damages,  liabilities,  judgments,  fines,  penalties,  charges, costs,
reasonable  attorneys' fees,  amounts paid in settlement or expenses,  joint or
several  (collectively,  "CLAIMS")  incurred  in  investigating,  preparing  or
defending any action, claim, suit, inquiry, proceeding, investigation or appeal
taken from the foregoing by or before any court or governmental, administrative
or other  regulatory  agency,  body or the SEC,  whether pending or threatened,
whether or not an indemnified party is or may be a party thereto  ("INDEMNIFIED
DAMAGES"),  to which any of them may become subject  insofar as such Claims (or
actions or proceedings,  whether  commenced or threatened,  in respect thereof)
arise out of or are based  upon:  (i) any untrue  statement  or alleged  untrue
statement of a material fact in a Registration  Statement or any post-effective
amendment thereto or in any filing made in connection with the qualification of
the offering under the securities or other "blue sky" laws of any  jurisdiction
in which  Registrable  Securities  are  offered  ("BLUE  SKY  FILING"),  or the
omission  or alleged  omission to state a material  fact  required to be stated


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therein or necessary to make the statements  therein not  misleading;  (ii) any
untrue  statement or alleged  untrue  statement of a material fact contained in
any final  prospectus  (as amended or  supplemented,  if the Company  files any
amendment  thereof  or  supplement  thereto  with the SEC) or the  omission  or
alleged  omission to state  therein any  material  fact  necessary  to make the
statements  made  therein,  in  light  of the  circumstances  under  which  the
statements therein were made, not misleading; or (iii) any violation or alleged
violation  by the  Company  of the 1933  Act,  the 1934  Act,  any  other  law,
including,  without  limitation,  any  state  securities  law,  or any  rule or
regulation  there  under  relating  to the  offer  or sale  of the  Registrable
Securities  pursuant to a Registration  Statement (the matters in the foregoing
clauses (i) through (iii) being, collectively, "VIOLATIONS"). The Company shall
reimburse the Warrant Holders and each such controlling person promptly as such
expenses  are  incurred  and  are  due  and  payable,  for  any  legal  fees or
disbursements or other reasonable  expenses incurred by them in connection with
investigating  or  defending  any such Claim.  Notwithstanding  anything to the
contrary  contained herein,  the  indemnification  agreement  contained in this
Section 6(a): (x) shall not apply to a Claim by an  Indemnified  Person arising
out of or  based  upon  a  Violation  which  occurs  in  reliance  upon  and in
conformity  with  information  furnished  in  writing  to the  Company  by such
Indemnified  Person expressly for use in connection with the preparation of the
Registration Statement or any such amendment thereof or supplement thereto; (y)
shall not be  available  to the extent  such Claim is based on a failure of the
Warrant  Holders to deliver or to cause to be  delivered  the  prospectus  made
available by the Company,  if such  prospectus was timely made available by the
Company  pursuant to Section  3(e);  and (z) shall not apply to amounts paid in
settlement  of any  Claim if such  settlement  is  effected  without  the prior
written  consent  of the  Company,  which  consent  shall  not be  unreasonably
withheld.  Such indemnity  shall remain in full force and effect  regardless of
any  investigation  made by or on behalf of the  Indemnified  Person  and shall
survive  the  transfer of the  Registrable  Securities  by the Warrant  Holders
pursuant to Section 9.

            b.  In  connection  with a  Registration  Statement,  each  Warrant
Holders  agrees to  severally  and not jointly  indemnify,  hold  harmless  and
defend,  to the same  extent and in the same  manner as is set forth in Section
6(a), the Company,  each of its  directors,  each of its officers who signs the
Registration Statement and each Person, if any, who controls the Company within
the  meaning  of the 1933 Act or the 1934 Act  (each an  "INDEMNIFIED  Party"),
against  any  Claim or  Indemnified  Damages  to which  any of them may  become
subject,  under the 1933 Act, the 1934 Act or otherwise,  insofar as such Claim
or  Indemnified  Damages arise out of or is based upon any  Violation,  in each
case to the  extent,  and only to the  extent,  that such  Violation  occurs in
reliance  upon and in  conformity  with  written  information  furnished to the
Company by such  Warrant  Holders  expressly  for use in  connection  with such
Registration Statement; and, subject to Section 6(d), such Warrant Holders will
reimburse any legal or other expenses reasonably incurred by them in connection
with  investigating or defending any such Claim;  provided,  however,  that the
indemnity  agreement  contained  in this Section  6(b) and the  agreement  with
respect to contribution  contained in Section 7 shall not apply to amounts paid
in  settlement of any Claim if such  settlement  is effected  without the prior
written  consent  of  such  Warrant   Holders,   which  consent  shall  not  be
unreasonably  withheld;  provided,  further,  however, that the Warrant Holders
shall be liable  under  this  Section  6(b) for only that  amount of a Claim or
Indemnified Damages as does not exceed the net proceeds to such Warrant Holders
as a result of the sale of Registrable Securities pursuant to such Registration
Statement.  Such indemnity shall remain in full force and effect  regardless of
any  investigation  made by or on  behalf of such  Indemnified  Party and shall


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<PAGE>


survive  the  transfer of the  Registrable  Securities  by the Warrant  Holders
pursuant  to Section 9.  Notwithstanding  anything  to the  contrary  contained
herein,  the  indemnification  agreement  contained  in this  Section 6(b) with
respect to any  prospectus  shall not inure to the  benefit of any  Indemnified
Party if the untrue  statement  or omission of material  fact  contained in the
prospectus  was corrected and such new prospectus was delivered to each Warrant
Holders prior to such Warrant Holders' use of the prospectus to which the Claim
relates.

            c. Promptly after receipt by an  Indemnified  Person or Indemnified
Party  under  this  Section 6 of notice of the  commencement  of any  action or
proceeding (including any governmental action or proceeding) involving a Claim,
such  Indemnified  Person or  Indemnified  Party  shall,  if a Claim in respect
thereof is to be made  against any  indemnifying  party  under this  Section 6,
deliver to the indemnifying party a written notice of the commencement thereof,
and the indemnifying  party shall have the right to participate in, and, to the
extent the indemnifying  party so desires,  jointly with any other indemnifying
party similarly noticed,  to assume control of the defense thereof with counsel
mutually  satisfactory to the indemnifying  party and the Indemnified Person or
the  Indemnified  Party,  as the  case  may  be;  provided,  however,  that  an
Indemnified  Person or Indemnified Party shall have the right to retain its own
counsel  with the fees and  expenses  of not  more  than one  counsel  for such
Indemnified  Person or Indemnified Party to be paid by the indemnifying  party,
if, in the reasonable  opinion of counsel retained by the  indemnifying  party,
the  representation  by such counsel of the  Indemnified  Person or Indemnified
Party  and the  indemnifying  party  would be  inappropriate  due to  actual or
potential  differing  interests between such Indemnified  Person or Indemnified
Party and any other party  represented by such counsel in such  proceeding.  In
the case of an Indemnified Person, legal counsel referred to in the immediately
preceding  sentence shall be selected by the Warrant Holders holding a majority
in  interest  of  the  Registrable  Securities  included  in  the  Registration
Statement to which the Claim  relates.  The  Indemnified  Party or  Indemnified
Person shall cooperate fully with the indemnifying party in connection with any
negotiation  or defense of any such action or claim by the  indemnifying  party
and  shall  furnish  to  the  indemnifying  party  all  information  reasonably
available to the Indemnified Party or Indemnified  Person which relates to such
action or claim.  The  indemnifying  party shall keep the Indemnified  Party or
Indemnified  Person fully apprised at all times as to the status of the defense
or any settlement  negotiations  with respect  thereto.  No indemnifying  party
shall be liable for any settlement of any action,  claim or proceeding effected
without its prior written  consent,  provided,  however,  that the indemnifying
party shall not  unreasonably  withhold,  delay or condition  its  consent.  No
indemnifying party shall,  without the prior written consent of the Indemnified
Party or Indemnified Person, consent to entry of any judgment or enter into any
settlement or other compromise which does not include as an unconditional  term
thereof the giving by the claimant or plaintiff  to such  Indemnified  Party or
Indemnified  Person of a release from all liability in respect to such claim or
litigation.   Following   indemnification   as  provided  for  hereunder,   the
indemnifying  party shall be subrogated to all rights of the Indemnified  Party
or Indemnified Person with respect to all third parties,  firms or corporations
relating to the matter for which  indemnification has been made. The failure to
deliver  written notice to the  indemnifying  party within a reasonable time of
the commencement of any such action shall not relieve such  indemnifying  party
of any  liability to the  Indemnified  Person or  Indemnified  Party under this


                                      A-9
<PAGE>


Section 6, except to the extent that the  indemnifying  party is  prejudiced in
its ability to defend such action.

            d. The indemnification  required by this Section 6 shall be made by
periodic  payments of the amount thereof during the course of the investigation
or defense, as and when bills are received or Indemnified Damages are incurred.

            e. The indemnity  agreements  contained herein shall be in addition
to (i) any  cause  of  action  or  similar  right of the  Indemnified  Party or
Indemnified  Person  against  the  indemnifying  party or others,  and (ii) any
liabilities the indemnifying party may be subject to pursuant to the law.

      7.    CONTRIBUTION.
            ------------

            To the  extent  any  indemnification  by an  indemnifying  party is
prohibited or limited by law, the indemnifying party agrees to make the maximum
contribution with respect to any amounts for which it would otherwise be liable
under  Section 6 to the fullest  extent  permitted by law;  provided,  however,
that:   (i)  no  seller  of   Registrable   Securities   guilty  of  fraudulent
misrepresentation  (within the meaning of Section  11(f) of the 1933 Act) shall
be entitled to contribution  from any seller of Registrable  Securities who was
not guilty of fraudulent misrepresentation; and (ii) contribution by any seller
of  Registrable  Securities  shall be  limited  in amount to the net  amount of
proceeds received by such seller from the sale of such Registrable Securities.

      8.    REPORTS UNDER THE 1934 ACT.
            --------------------------

            With a view to making available to the Warrant Holders the benefits
of Rule 144 promulgated under the 1933 Act or any similar rule or regulation of
the SEC that may at any time permit the Warrant  Holders to sell  securities of
the Company to the public without  registration ("RULE 144") the Company agrees
to:

            a.    make and keep public information  available,  as those terms
are understood and defined in Rule 144;

            b.  file  with the SEC in a timely  manner  all  reports  and other
documents  required of the Company  under the 1933 Act and the 1934 Act so long
as the Company remains subject to such  requirements  (it being understood that
nothing herein shall limit the Company's  obligations under Section 4(c) of the
Placement  Agreement)  and the filing of such  reports and other  documents  is
required for the applicable provisions of Rule 144; and

            c.  furnish to each Warrant  Holder so long as such Warrant  Holder
owns Registrable Securities,  promptly upon request, (i) a written statement by
the Company that it has complied with the reporting  requirements  of Rule 144,
the  1933 Act and the  1934  Act,  (ii) a copy of the  most  recent  annual  or
quarterly  report of the Company and such other  reports and documents so filed
by the Company, and (iii) such other information as may be reasonably requested


                                     A-10
<PAGE>


to permit the  Warrant  Holders to sell such  securities  pursuant  to Rule 144
without registration.

      9.    ASSIGNMENT OF REGISTRATION RIGHTS.
            ---------------------------------

            The rights under this Agreement shall be  automatically  assignable
by the Warrant  Holders to any  transferee of all or any portion of Registrable
Securities  if: (i) the Warrant Holder agrees in writing with the transferee or
assignee to assign such  rights,  and a copy of such  agreement is furnished to
the Company within a reasonable  time after such  assignment;  (ii) the Company
is, within a reasonable time after such transfer or assignment,  furnished with
written notice of (a) the name and address of such transferee or assignee,  and
(b) the  securities  with respect to which such  registration  rights are being
transferred or assigned;  (iii) at or before the time the Company  receives the
written notice  contemplated  by clause (ii) of this sentence the transferee or
assignee  agrees  in  writing  with  the  Company  to be  bound  by  all of the
provisions  contained  herein;  and (iv) such transfer  shall have been made in
accordance with the applicable requirements of the Placement Agent Agreement.

      10.   AMENDMENT OF REGISTRATION RIGHTS.
            --------------------------------

            Provisions  of this  Agreement  may be amended  and the  observance
thereof may be waived (either generally or in a particular  instance and either
retroactively or  prospectively),  only with the written consent of the Company
and Warrant Holders who then hold at least  two-thirds (2/3) of the Registrable
Securities. Any amendment or waiver effected in accordance with this Section 10
shall be binding upon each Warrant  Holders and the Company.  No such amendment
shall be  effective  to the  extent  that it  applies  to fewer than all of the
holders of the Registrable  Securities.  No  consideration  shall be offered or
paid to any  Person  to amend or  consent  to a waiver or  modification  of any
provision  of any of this  Agreement  unless  the  same  consideration  also is
offered to all of the parties to this Agreement.

      11.   MISCELLANEOUS.
            -------------

            a. A Person  is deemed  to be a holder  of  Registrable  Securities
whenever  such  Person  owns or is  deemed to own of  record  such  Registrable
Securities.  If the  Company  receives  conflicting  instructions,  notices  or
elections  from  two or more  Persons  with  respect  to the  same  Registrable
Securities,  the Company  shall act upon the basis of  instructions,  notice or
election received from the registered owner of such Registrable Securities.

            b. Any notices,  consents, waivers or other communications required
or permitted to be given under the terms of this  Agreement  must be in writing
and will be deemed to have been  delivered:  (i) upon receipt,  when  delivered
personally; (ii) upon receipt, when sent by facsimile (provided confirmation of
receipt is received  by the  sending  party;  or (iii) one  business  day after
deposit with a nationally  recognized  overnight delivery service, in each case


                                     A-11
<PAGE>


properly  addressed  to the  party to  receive  the  same.  The  addresses  and
facsimile numbers for such communications shall be:



                                     A-12
<PAGE>


            If to the Company:

                  EUROPEAN MICRO HOLDINGS, INC.
                  6073 N.W. 167th Street
                  Unit C-25
                  Miami, Fl  33015

                  Telephone:  (305) 825-2458
                  Facsimile:  (305) 362-4854

                  Attention:  John B. Gallagher
      With Copy to:
If to a Warrant Holder,  to its address and facsimile number on the Schedule of
Warrant  Holders  attached  hereto,   with  copies  to  such  Warrant  Holder's
representatives  as set forth on the  Schedule  of  Warrant  Holders or to such
other  address  and/or  facsimile  number and/or to the attention of such other
person as the  recipient  party has  specified by written  notice given to each
other  party  five days  prior to the  effectiveness  of such  change.  Written
confirmation  of receipt (A) given by the  recipient of such  notice,  consent,
facsimilie  waiver  or  other  communication,  (B)  provided  by a  courier  or
overnight  courier  service shall be rebuttable  evidence of personal  service,
receipt by facsimile or receipt from a nationally recognized overnight delivery
service in accordance with clause (i), (ii) or (iii) above, respectively.

            c.  Failure of any party to exercise any right or remedy under this
Agreement or otherwise, or delay by a party in exercising such right or remedy,
shall not operate as a waiver thereof.

            d. The  corporate  laws of the State of  Nevada  shall  govern  all
issues concerning the relative rights of the Company and the Warrant Holders as
its stockholders.  All other questions  concerning the construction,  validity,
enforcement  and  interpretation  of this  Agreement  shall be  governed by the
internal laws of the State of New York,  without giving effect to any choice of
law or conflict of law  provision or rule  (whether of the State of New York or
any other  jurisdiction)  that would cause the  application  of the laws of any
jurisdiction  other than the State of New York.  Each party hereby  irrevocably
submits  to the  non-exclusive  jurisdiction  of the state and  federal  courts
sitting in the City of New York, Borough of Manhattan,  for the adjudication of
any  dispute  hereunder  or in  connection  herewith  or with  any  transaction
contemplated  hereby or discussed herein,  and hereby  irrevocably  waives, and
agrees not to assert in any suit,  action or  proceeding,  any claim that it is
not personally  subject to the jurisdiction of any such court,  that such suit,
action or proceeding is brought in an  inconvenient  forum or that the venue of
such suit,  action or  proceeding  is improper.  Each party hereby  irrevocably
waives personal  service of process and consents to process being served in any
such suit,  action or proceeding by mailing a copy thereof to such party at the
address  for such  notices to it under  this  Agreement  and  agrees  that such
service  shall  constitute  good and  sufficient  service of process and notice
thereof. Nothing contained herein shall be deemed to limit in any way any right
to serve  process in any manner  permitted  by law.  If any  provision  of this


                                     A-13
<PAGE>


Agreement  shall  be  invalid  or  unenforceable  in  any  jurisdiction,   such
invalidity or unenforceability  shall not affect the validity or enforceability
of the  remainder  of this  Agreement in that  jurisdiction  or the validity or
enforceability  of any provision of this  Agreement in any other  jurisdiction.
EACH PARTY HEREBY  IRREVOCABLY  WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO
REQUEST,  A JURY TRIAL FOR THE  ADJUDICATION  OF ANY  DISPUTE  HEREUNDER  OR IN
CONNECTION  HEREWITH  OR  ARISING  OUT OF  THIS  AGREEMENT  OR ANY  TRANSACTION
CONTEMPLATED HEREBY.

            e. This  Agreement,  the Placement  Agent  Agreement and the Escrow
Agreement constitute the entire agreement among the parties hereto with respect
to the subject matter hereof and thereof. There are no restrictions,  promises,
warranties  or  undertakings,  other than those set forth or referred to herein
and therein.  This  Agreement,  the  Placement  Agent  Agreement and the Escrow
Agreement  supersede all prior agreements and understandings  among the parties
hereto with respect to the subject matter hereof and thereof.

            f. Subject to the  requirements  of Section 9, this Agreement shall
inure to the  benefit  of and be  binding  upon the  permitted  successors  and
assigns of each of the parties hereto.

            g.    The  headings  in  this  Agreement  are for  convenience  of
reference only and shall not limit or otherwise affect the meaning hereof.

            h. This Agreement may be executed in identical  counterparts,  each
of which shall be deemed an original but all of which shall  constitute one and
the same agreement.  This Agreement, once executed by a party, may be delivered
to the other party hereto by facsimile transmission of a copy of this Agreement
bearing the signature of the party so delivering this Agreement.

            i.  Each  party  shall  do and  perform,  or  cause  to be done and
performed,  all such further acts and things, and shall execute and deliver all
such other agreements,  certificates,  instruments and documents,  as the other
party may  reasonably  request in order to carry out the intent and  accomplish
the  purposes  of this  Agreement  and  the  consummation  of the  transactions
contemplated hereby.

            j. All consents and other  determinations to be made by the Warrant
Holders pursuant to this Agreement shall be made, unless otherwise specified in
this  Agreement,  by  Warrant  Holders  holding a majority  of the  Registrable
Securities.

            k. The  language  used in this  Agreement  will be deemed to be the
language  chosen by the parties to express  their mutual intent and no rules of
strict construction will be applied against any party.


                                     A-14
<PAGE>


            l. This Agreement is intended for the benefit of the parties hereto
and their  respective  permitted  successors  and  assigns,  and is not for the
benefit of, nor may any provision hereof be enforced by, any other Person.

      IN WITNESS  WHEREOF,  the parties  have caused this  Registration  Rights
Agreement to be duly executed as of day and year first above written.

                                    EUROPEAN MICRO HOLDINGS, INC.


                                    By:   ____________________________________
                                          Name: John B. Gallagher
                                          Title: Co-President



                                    MAY DAVIS GROUP, INC.

                                    By:   ____________________________________
                                          Name: Michael Jacobs
                                          Title:ManagingDirector


                                     A-15
<PAGE>

<TABLE>
<CAPTION>

                          SCHEDULE OF WARRANT HOLDERS



                         WARRANT HOLDER ADDRESS          WARRANT HOLDER'S REPRESENTATIVES' ADDRESS
WARRANT HOLDER NAME       AND FACSIMILE NUMBER                    AND FACSIMILE NUMBER
-------------------    -----------------------------     -----------------------------------------
<S>                     <C>                                <C>

Mark A. Angelo
Joseph Donahue          One World Trade Center             One World Trade Center
Robert Farrell          87th Floor                         87th Floor
Hunter Singer           New York, NY  10048                New York, NY  10048
Persia Consulting       Facsimile : (212) 774-8166         Facsimile : (212) 774-8166
Group
</TABLE>



                                     A-16
<PAGE>





ADVR\agr\reg.rights.01

                                                                      EXHIBIT A

                        FORM OF NOTICE OF EFFECTIVENESS
                           OF REGISTRATION STATEMENT

[TRANSFER AGENT]
ATTN:
     -------------------

            Re:   EUROPEAN MICRO HOLDINGS, INC.
                  ----------------------------

Ladies and Gentlemen:

      We are counsel to European  Micro  Holdings,  Inc., a Nevada  corporation
(the  "COMPANY"),  and have  represented  the Company in  connection  with that
certain  Equity  Line  of  Placement  Agent  Agreement  (the  "PLACEMENT  AGENT
AGREEMENT") entered into by and among the Company and the Warrant Holders named
therein  (collectively,  the "WARRANT  HOLDERS")  pursuant to which the Company
issued to the Warrant  Holders shares of its Common Stock,  par value $0.01 per
share (the "COMMON  STOCK") upon  conversion of the  Warrants.  Pursuant to the
Placement  Agent  Agreement,  the Company also has entered into a  Registration
Rights Agreement with the Warrant Holders (the "REGISTRATION RIGHTS AGREEMENT")
pursuant  to which the Company  agreed,  among other  things,  to register  the
Registrable  Securities (as defined in the Registration Rights Agreement) under
the Securities Act of 1933, as amended (the "1933 ACT"). In connection with the
Company's obligations under the Registration Rights Agreement,  on ____________
____,  the Company filed a  Registration  Statement on Form ________  (File No.
333-_____________)  (the  "REGISTRATION  STATEMENT")  with the  Securities  and
Exchange  Commission (the "SEC") relating to the Registrable  Securities  which
names each of the Warrant Holders as a selling stockholder there under.

      In  connection  with the  foregoing,  we advise  you that a member of the
SEC's  staff has  advised  us by  telephone  that the SEC has  entered an order
declaring the  Registration  Statement  effective  under the 1933 Act at [ENTER
TIME  OF  EFFECTIVENESS]  on  [ENTER  DATE  OF  EFFECTIVENESS]  and we  have no
knowledge,  after telephonic  inquiry of a member of the SEC's staff,  that any
stop order suspending its effectiveness has been issued or that any proceedings
for  that  purpose  are  pending  before,  or  threatened  by,  the SEC and the
Registrable  Securities are available for resale under the 1933 Act pursuant to
the Registration Statement.

                                    Very truly yours,

                                    [ISSUER'S COUNSEL]

                                    By:
                                       ---------------------------------
cc:   [LIST NAMES OF WARRANT HOLDERS]



                                     A-17