EXHIBIT 10.20

                        FIRST AMENDMENT TO LOAN AGREEMENT

           THIS FIRST  AMENDMENT TO LOAN  AGREEMENT  ("Amendment"),  dated as of
this ___ day of October, 2000, made and entered into on the terms and conditions
hereinafter  set forth,  by and among  EUROPEAN MICRO  HOLDINGS,  INC., a Nevada
corporation  ("Borrower"),  AMERICAN  MICRO  COMPUTER  CENTER,  INC.,  a Florida
corporation  ("American  Micro"),  NOR'EASTER MICRO,  INC., a Nevada corporation
("Nor'easter";   American  Micro  and   Nor'easter  are  sometimes   hereinafter
collectively  referred to as "Corporate  Guarantors"),  and SOUTHTRUST  BANK, an
Alabama  banking  corporation,  formerly  known  as  SouthTrust  Bank,  National
Association ("Lender");

                              W I T N E S S E T H:
                              - - - - - - - - - -


           WHEREAS, Borrower,  Corporate Guarantors and Lender entered into that
certain Loan Agreement  dated October 28, 1999,  pursuant to which Lender made a
term loan to Borrower in the  original  principal  amount of  $1,500,000  ("Loan
Agreement"); and

           WHEREAS, at the request of Borrower and Corporate Guarantors,  Lender
has agreed to modify the Agreement in certain respects;

           NOW,  THEREFORE,  in  consideration of the foregoing and other mutual
covenants and agreements  hereinafter set forth,  the receipt and sufficiency of
which are hereby acknowledged,  Borrower, Corporate Guarantors and Lender hereby
agree as follows:

           1.        DEFINITIONS.  ARTICLE I of the Agreement is hereby  amended
by  adding  the  following  new  definition  and   substituting   the  following
definitions for the existing definitions of the following terms (as applicable):

                     "Guaranties"  shall  mean,   collectively,   those  certain
Guaranty Agreements dated October 28, 1999, executed by Corporate Guarantors, in
favor of Lender,  and those  certain  Amended and  Restated  Unlimited  Guaranty
Agreements dated October __, 2000, executed by Individual  Guarantors,  in favor
of Lender.

                     "New Pledge  Agreement" shall mean that certain  Assignment
and Security Agreement dated October __, 2000,  executed by Harry D. Shields, in
favor of Lender.



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                     "Pledge  Agreements"  shall mean,  collectively,  those two
certain  Pledge and Security  Agreements  dated  October 28,  1999,  executed by
Individual Guarantors, in favor of Lender, and the New Pledge Agreement.

           2.        VALUE OF PLEDGED SECURITIES.  SECTION 3.2 (VALUE OF PLEDGED
SECURITIES)  of the  Agreement is hereby  deleted;  PROVIDED,  HOWEVER,  nothing
contained  herein  shall  limit  the  provisions  contained  in the  New  Pledge
Agreement  regarding  the  required  minimum  value  of the  collateral  covered
thereby.

           3.        FINANCIAL COVENANTS. SECTIONS 6.1 (Net Worth Requirements),
6.2 (Debt To Worth Ratio) and 6.3 (Interest Coverage Ratio) of the Agreement are
hereby  deleted in the following  SECTIONS 6.1, 6.2 and 6.3 are  substituted  in
lieu thereof:

                               6.1  NET   WORTH   REQUIREMENTS.   Borrower   and
           Corporate  Guarantors  shall maintain a minimum tangible net worth of
           $7,000,000  as of September  30, 2000;  $6,250,000 as of December 31,
           2000;  $6,500,000 as of March 31, 2001;  and  $6,750,000 at all times
           thereafter,  calculated on a consolidated basis;  PROVIDED,  HOWEVER,
           the  foregoing  minimum  tangible  net  worth  requirements  shall be
           increased by an amount  equal to the amount of any equity  injections
           into Borrower or any Corporate Guarantor or any subordinated loans to
           Borrower or any  Corporate  Guarantor,  occurring on or after October
           __, 2000. For purposes of this  covenant,  "tangible net worth" shall
           refer to the excess of  Borrower's  and Corporate  Guarantors'  total
           assets  above  the  sum  of  their   intangible   assets  plus  total
           liabilities  (exclusive of any debt  subordinated  to indebtedness of
           Borrower or  Corporate  Guarantors  to  Lender),  all  determined  in
           accordance with generally accepted accounting principles consistently
           applied.

                               6.2 DEBT TO WORTH RATIO.  Borrower and  Corporate
           Guarantors  shall at all times maintain a ratio of total  liabilities
           (exclusive of any debt  subordinated  to  indebtedness of Borrower or
           Corporate Guarantor to Lender) to tangible net worth of not more than
           2.25 to 1.0 as of September 30, 2000;  2.35 to 1.0 as of December 31,
           2000;  2.85 to 1.0 as of March 31,  2001;  2.85 to 1.0 as of June 30,
           2001;  2.75 to 1.0 as of September  30,  2001;  and 2.5 to 1.0 at all
           time thereafter,  calculated on a consolidated basis. For purposes of
           this covenant,  "tangible net worth" shall have the meaning set forth
           in SECTION 6.1 hereof.

                               6.3 FIXED  CHARGE  COVERAGE  RATIO.  Borrower and
           Corporate  Guarantors  shall  maintain  a  ratio  of (i)  the  sum of
           earnings   before   interest  and  taxes  plus  lease  payments  plus
           depreciation plus  amortization,  to (ii) the sum of interest expense
           plus lease  payments plus current  maturities of long-term  debt plus
           cash equity payouts or other  distributions of any form to Borrower's
           shareholders,  all determined in accordance  with generally  accepted
           accounting   principles   consistently   applied,   calculated  on  a
           consolidated  basis,  of not less than .95 to 1.0 as of December  31,
           2000; 1.0 to 1.0 as of March 31, 2001; and 1.20 to 1.0 as of the last
           day of  each  fiscal  quarter  thereafter.  This  covenant  shall  be
           calculated  on  an  annualized  fiscal  year-to-date  basis  for  the
           calculations  as of  December  31,  2000,  and  March 31,  2001,  and

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           thereafter for the then-previous twelve-month period. For purposes of
           this  covenant,  (i) an  amount  not  exceeding  $400,000  of  actual
           expenses  incurred  by  Borrower  in  connection  with stock  options
           granted to Persia Consulting may be added to earnings; (ii) an amount
           not  exceeding  $350,000 of actual  expenses  incurred by Borrower in
           connection with capitalized  software  development costs may be added
           to earnings;  and (iii) an amount not exceeding $250,000 of penalties
           assessed by Cap Gemini and paid by Borrower for discontinued projects
           may be added to earnings.

           4.        WAIVER.  Lender hereby  waives  compliance by Borrower with
SECTION 6.1 (Net Worth Requirements), SECTION 6.2 (Debt to Worth Ratio), SECTION
6.3 (Interest Coverage Ratio) and SECTION 3.2 (VALUE OF PLEDGED  SECURITIES) for
the period ended June 30, 2000.  This does not  constitute a waiver by Lender of
compliance  with any other  provisions of the  Agreement,  nor a waiver of these
Sections for any other period.

           5.        WAIVER FEE.  Upon  execution  of this  Amendment,  Borrower
shall  pay to  Lender a  non-refundable  covenant  waiver  fee in the  amount of
$20,000.

           6.        MISCELLANEOUS.  Except as  amended  hereby,  the  Agreement
shall  remain in full force and effect.  Except as expressly  set forth  herein,
this  Amendment  does not constitute a waiver of any default or Event of Default
under the Agreement, whether or not Lender is aware of any such default or Event
of  Default.   Borrower  and  Corporate   Guarantors   hereby  affirm  that  the
representations  and warranties set forth in ARTICLE IV of the Agreement  remain
true and correct on and as of the date hereof.

           IN WITNESS  WHEREOF,  the parties hereto have executed this Amendment
as of the date first above written.

                       BORROWER:            EUROPEAN MICRO HOLDINGS, INC.
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                                            By:
                                                   -----------------------------

                                            Title:
                                                   -----------------------------


            CORPORATE GUARANTOR:            AMERICAN MICRO COMPUTER CENTER, INC.
            -------------------


                                            By:
                                                   -----------------------------

                                            Title:
                                                   -----------------------------





                                       3
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                                            NOR'EASTER MICRO, INC.


                                            By:
                                                   -----------------------------

                                            Title:
                                                   -----------------------------



                         LENDER:            SOUTHTRUST BANK
                         ------


                                            By:
                                                   -----------------------------

                                            Title:
                                                   -----------------------------