Exhibit 10.19

SouthTrust                                            Revolving Loan Agreement
SouthTrust Bank
ST Cap Fundssm


BORROWER:                           SECURED PARTY:


American Micro Computer Center, Inc.      SouthTrust Bank
6073 N.W. 167th Street, Unit C-25         Post Office Box 2554
Miami, Miami-Dade, Florida  33015         Birmingham, Alabama 35290
City          County    State     Zip     Attn:  Asset Based  Lending Department





      This Agreement dated  October ___,  2000 (the "Effective  Date") made by
and between  AMERICAN  MICRO  COMPUTER  CENTER,  INC.,  a Florida  corporation
("Borrower")  and  SOUTHTRUST  BANK,  an Alabama  state  banking  corporation,
having its principal place of business in Birmingham, Alabama ("Bank").

                                   WITNESSETH:

      That for valuable  consideration,  the receipt and  sufficiency of which
is hereby  acknowledged,  and in  consideration  of the mutual promises herein
made,  Bank and  Borrower,  intending to be and being  legally  bound,  hereby
agree as follows:

                         ARTICLE I - THE REVOLVING LOAN

      Section  1.1.  Bank  hereby  agrees to lend to  Borrower,  and  Borrower
hereby agrees to borrow from Bank,  upon the terms and conditions set forth in
this Agreement,  the maximum  principal sum of up to the lesser of One Million
Five Hundred Thousand dollars  ($1,500,000) (the "Maximum Loan Amount") or the
"Aggregate  Loan  Values"  (defined  below in  Section  1.2)  (the  "Revolving
Loan").  Borrower's  obligation to repay the  Revolving  Loan and the interest
thereon  shall be  evidenced  by a  promissory  note (the  "Note") in form and
substance  satisfactory to Bank.  Until the earlier of November 1,  2001, (the
"Maturity  Date") or the  occurrence of any Event of Default (as defined under
Article VI of this  Agreement),  or any event that with notice or the lapse of
time  or  both,  would  become  an  Event  of  Default,  Borrower  may  borrow
hereunder,  prepay the principal sum of such loans in whole or in part without
penalty,  and reborrow  hereunder,  so long as the aggregate  unpaid principal
balance of such loans does not exceed the maximum  principal  amount set forth
in the  preceding  sentence of this Section 1.1.  Bank may require at any time
that loans be made upon at least one banking  day's  notice to Bank.  Bank may
disburse each loan by credit to Borrower's  transaction  account with Bank, by
check,  or in such other manner as Borrower  and Bank may agree.  All interest
payable  hereunder  or under the Note shall be  calculated  based on a 360-day
year (i.e.,  computed on the actual  number of days elapsed over a year of 360
days unless  reference to a 365 or a 366-day year is necessary in order not to
exceed the highest rate permitted by any applicable law).

      Section 1.2.  Bank's  obligation  to advance  funds under the  Revolving
Loan  shall be  limited  to the  lesser  of the  Maximum  Loan  Amount  or the


<PAGE>


Aggregate Loan Values.  For purposes of this  Agreement,  the "Aggregate  Loan
Values"  shall  consist of the sum of the Loan Value of Accounts  and the Loan
Value of  Inventory.  For purposes of this  Agreement,  Loan Value of Accounts
shall  mean an  amount  no  greater  than  eighty-five  percent  (85%)  of the
Eligible  Accounts of  Borrower;  and Loan Value of  Inventory  shall mean the
lesser of 50% of Borrower's  Eligible  Inventory or $750,000.  With respect to
all Accounts,  Borrower represents and warrants to Bank that Bank may rely, in
determining  which  Accounts  are Eligible  Accounts,  on all  statements  and
representations made by Borrower with respect to any Account or Accounts.

      Section 1.3.  Borrower  agrees to pay interest on the Revolving  Loan at
the rate(s),  on the date(s),  and calculated by the method,  set forth in the
Note.  Unless  payment is required to be made  earlier  under the terms of the
Note or  pursuant  to  Section  6.2 of this  Agreement  following  an Event of
Default,  Borrower  shall pay the unpaid  principal  balance of the  Revolving
Loan in full on the Maturity Date.

      Section  1.4.  Borrower  shall  submit a  Borrower's  report in the form
prescribed by the Bank on the date of this  Agreement and at least monthly (or
at Bank's request,  daily) thereafter during the term of this Agreement.  Bank
may,  in its sole  discretion,  require  that  each  advance  made  under  the
Revolving  Loan  be  effected  by  Borrower's   submitting   (and  the  Bank's
receiving)  a  Borrower's  report at least one  Business Day prior to the date
Borrower  desires  the advance to be made.  Bank  shall,  if all the terms and
provisions of this Agreement  have been met,  including,  without  limitation,
the absence of an Event of Default  hereunder,  make such advances.  Each such
Borrower's  report  shall be signed by an  officer  or  employee  of  Borrower
authorized  by  Borrower  to execute  such  reports,  whose  name(s)  shall be
included in a  certificate  furnished to the Bank.  Each request for a loan or
advance made by Borrower  pursuant to this  Agreement or any of the other Loan
Documents  shall  constitute (i) an automatic  representation  and warranty by
Borrower  to Bank  that  there  does not then  exist any  default  or Event of
Default and (ii) a  reaffirmation  as of the date of said  request that all of
the  representations  and  warranties of Borrower  contained in this Agreement
and the other Loan Documents are true in all material  respects except for any
changes in the nature of Borrower's  business or operations  that would render
the information  contained in any exhibit attached hereto either inaccurate or
incomplete,  so long as Bank has consented to such changes or such changes are
expressly permitted by this Agreement.

      Section 1.5.  Borrower  shall pay to Bank an annual  facility fee in the
amount  of  $3,750.00   upon  closing  of  the  Revolving  Loan  and  on  each
anniversary  date of the  closing  (the  "Facility  Fee"),  which fee shall be
deemed fully earned at the closing of the  transactions  contemplated  hereby,
shall be paid  concurrently  with the initial Loan  hereunder and shall not be
subject  to rebate  except  as may be  required  by any  applicable  law.  The
Facility  Fee  shall  compensate  Bank  for  the  costs  associated  with  the
origination,   structuring,   processing,   approving   and   closing  of  the
transactions  contemplated by this Agreement,  including,  but not limited to,
administrative  and general  overhead,  but not including any out-of-pocket or
other  expenses for which  Borrower has agreed to reimburse  Bank  pursuant to
any other provisions of this Agreement or any of the Loan Documents

      Section 1.6.  During the term of this  Agreement  and for so long as any
portion  of the  Loan  shall be  outstanding,  Borrower  shall  pay to Bank an
administrative  fee (the  "Administrative  Fee") in the amount of $500.00  per
month.  The  charge  due  pursuant  to the  terms of this  paragraph  shall be
payable monthly,  in arrears.  The  Administrative Fee shall be in addition to
all other  charges,  interest and fees under this  Agreement  and shall act to
compensate  Bank in part for the costs of  administering  the Loan account and
other services provided by Bank.

      Section 1.7. From and after the  occurrence of an Event of Default,  the
Revolving  Loan shall bear  interest at a per annum rate of four  percent (4%)
in  excess  of the  rate  provided  for  in the  Note  (the  "Default  Rate").


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<PAGE>


Borrower  acknowledges  and agrees that the provisions  herein and in the Note
relating  to the Default  Rate  represent  a fair and  reasonable  estimate by
Borrower  and Bank of a fair  average  compensation  for the loss  that may be
sustained by Bank due to the failure of Borrower to make timely  payments with
respect to the  Obligations and for the cost and expenses that may be incurred
by Bank by  reason  of the  occurrence  of an Event of  Default,  the  parties
recognizing that the damages caused by such extra administrative  expenses and
loss of the use of funds is impracticable or extremely  difficult to ascertain
or estimate.  Interest at the Default Rate shall be paid without  prejudice to
the rights of Bank to collect any other amounts provided to be paid hereunder.

      Section  1.8.  Borrower  shall have no right to prepay the  indebtedness
represented   hereby   except  for  periodic   repayments   not  resulting  in
termination  of the agreement  which arise out of  application of funds in the
Special  Collection account provided for in Section 1.10 or except as provided
in a separate writing executed by Bank.

      Section  1.9.  The  Revolving  Loan  shall in any event be fully due and
payable upon the Maturity Date.  Time is of the essence of this Agreement.

      Section  1.10.  Borrower  shall open a special  collection  account (the
"Special  Collection  Account") with Bank, or with another bank  designated by
Bank,  in which all funds  received  by Borrower  from any source  whatsoever,
including,  without  limitation,  funds received from sales of Inventory,  all
refunds of taxes,  all remittances by Borrower's  Account  Debtors,  insurance
proceeds,  all bank wire transfers from Borrower's  Account  Debtors,  and all
other  proceeds  of  Collateral,  shall be  deposited  no later  than the next
regular  banking  day  following  receipt  thereof.  The Bank  shall  have the
exclusive  right to  withdraw  or debit  funds  from  the  Special  Collection
Account which may be  accomplished  by any directive  signed by any authorized
representative  of the Bank. On a daily basis,  the  Collected  Balance in the
Special  Collection  Account  shall be  withdrawn  by Bank and  applied to the
Revolving  Loan, or, upon the occurrence of an Event of Default,  to the other
Loans.  If any  Borrower's  report  shall  show  insufficient  Aggregate  Loan
Values to entitle  Borrower to maintain the then current  balance  owing under
the  Revolving  Loan  after  applying  thereto  the  Collected  Balance of the
Special Collection  Account,  then Borrower shall immediately deposit into the
Special Collection Account sufficient  immediately  available funds from which
Bank may draw in order to reduce the principal  balance of the Revolving  Loan
to the  amount  allowable  under  the  provisions  of this  Agreement.  At the
request of the Bank,  Borrower shall execute documents provided by the Bank to
allow officers or authorized  representatives of the Bank to sign checks drawn
on  accounts  of  Borrower  maintained  in  other  banks  for the  purpose  of
transferring  funds  representing  proceeds  of  Collateral  to an  account or
accounts  of  Borrower  maintained  with the  Bank or  another  bank  owned by
SouthTrust Corporation,  including, without limitation, the Special Collection
Account.  At its option,  Bank may give Borrower  immediate credit for amounts
deposited  into the  Special  Collection  Account  and  charge  Borrower  on a
monthly basis for interest on the  difference  between the Ledger  Balance and
the  Collected  Balance for the period of time from the date of deposit  until
the funds are collected.  "Collected Balance" shall mean the book balance in a
bank  account,  minus the  aggregate  amount of all checks and other  items of
payment  in  the  process  of  collection,  said  amount  to  be  computed  in
accordance with the Bank's  standard  practices.  "Ledger  Balance" shall mean
the balance  reflected  on the books of the Bank of the amounts  deposited  in
the Special Collection  Account.  In addition to the foregoing  charges,  Bank
shall charge Borrower customer demand deposit account charges,  including, but
not  limited to, item  charges,  bank wire  charges,  lock box  charges,  stop
payment  charges and other charges  associated  with demand  deposit  accounts
used in financings of this kind.


      Section 1.11.  Borrower  shall have no right to prepay the  indebtedness
represented  hereby  (i) except  for  periodic  repayments  not  resulting  in
termination  of the agreement  which arise out of  application of funds in the


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<PAGE>


Special  Collection  Account  provided for in Section 1.10 and (ii) except for
prepayment  accompanied  by  termination  of the Agreement in accordance  with
Section  below 1.12 and  accompanied  by the  Termination  Fees  provided  for
therein.

      Section  1.12.  This  Agreement  shall  remain in force and effect until
the  Loan  and  the  Obligations,  and any  renewals  or  extensions,  and all
interest  thereon and costs  provided for herein with regard to either of them
have been  indefeasibly  paid or  satisfied  in full and until the Bank has no
further  obligation  to advance  funds to the Borrower  hereunder.  Subject to
the  foregoing  sentence,  Borrower  shall  have the right to  terminate  this
Agreement  prior  to  the  Maturity  Date  upon  payment  of  all  outstanding
principal,  accrued  interest and other  charges owing under the terms of this
Agreement  accompanied  by payment of a  Termination  Fee as  follows:  (i) If
termination,  or if any portion is prepaid  from the loan  proceeds of another
lender to Borrower occurs on or before  November 1,  2001,  Borrower shall pay
to Bank a  termination  fee in the  amount  of  $15,000;  (ii) if  termination
occurs on or after  November 1,  2001,  there shall be no termination fee. The
indemnities  provided for in Section 8.10 shall survive the payment in full of
the  Loan and the  Obligations  and the  termination  of this  Agreement.  Any
termination  will be evidenced by a  termination  letter  executed by Borrower
which shall  include  such  indemnifications  and releases in favor of Bank as
shall be required by Bank.

      Section 1.13. All sums paid to the Bank by Borrower  hereunder  shall be
paid directly to the Bank in  immediately  available  funds no later than 2:00
P.M., Birmingham,  Alabama time on the date on which payment is due, except if
such date is not a Business  Day such  payment  shall then be due on the first
Business Day after such date,  but interest shall continue to accrue until the
date payment is received.  Any payment  received  after 2:00 p.m.  Birmingham,
Alabama,  time  shall be  deemed  to have  been  received  on the  immediately
following Business Day for all purposes,  including,  without limitation,  the
accrual of interest on principal.  The Bank shall send Borrower  statements of
all amounts due hereunder,  which statements  shall be considered  correct and
conclusively  binding on the Borrower unless the Borrower notifies the Bank to
the  contrary  within ten (10) days of its receipt of any  statement  which it
deems to be  incorrect.  The Bank  may,  in its sole  discretion,  (a)  charge
against any deposit  account of the Borrower all or any part of any amount due
hereunder,  any  advances  made by Bank to  protect  the  Collateral,  and any
commitment  or servicing  fee due the Bank,  and (b) advance to Borrower,  and
charge to the Loan, a sum  sufficient  each month to pay all interest  accrued
on the Loan and fees and expenses due under this Agreement,  any advances made
by Bank to protect the  Collateral,  and any  commitment  or servicing fee due
the Bank,  during or for the  immediately  preceding month or any month prior.
Borrower  shall be deemed to have requested an advance under the Loan upon the
occurrence of an overdraft in any of Borrower's  checking accounts  maintained
with the Bank or another bank owned by SouthTrust Corporation.

      Section  1.14.  Borrower  irrevocably  waives  the right to  direct  the
application  of any and all  payments  and  collections  at any  time or times
hereafter  received  by Bank from or on behalf of  Borrower or from any of the
Collateral,  and Borrower does hereby  irrevocably  agree that Bank shall have
the  continuing  exclusive  right  to  apply  such  payments  and  collections
received  at any time or times  hereafter  by Bank or its  agent  against  the
Obligations,  in such manner as Bank may deem advisable,  notwithstanding  any
entry  by  Bank  upon  any of its  books  and  records.  If as the  result  of
collections  of Accounts or for any other reason,  a credit  balance exists in
the Loan Account,  such credit  balance shall not accrue  interest in favor of
Borrower  but shall be  available to Borrower at any time or times for so long
as no Event of Default exists.


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<PAGE>


                             ARTICLE II - COLLATERAL

      Section 2.1. The  repayment  by Borrower of the  indebtedness  under the
Revolving  Loan  and  the  Note,  and  the  performance  by  Borrower  of  the
Obligations,  are and  shall be  secured  by every  mortgage,  deed of  trust,
assignment,  pledge,  deed to secure debt and security  agreement (whether one
or more, the "Separate  Agreements") which secures an obligation so defined as
to include the  Revolving  Loan or the Note  (including,  without  limitation,
those Separate  Agreements  described below),  and by all property of Borrower
now or  hereafter  in the  possession,  control  or  custody of Bank (in which
property  Borrower  hereby  grants  Bank a security  interest  to secure  such
indebtedness  and  obligations)  and by all  property  in  which  Bank  has or
hereafter  acquires a lien,  security  interest,  or other  right,  including,
without  limitation,  the property described below (in which property Borrower
hereby  grants  Bank a  security  interest  to secure  such  indebtedness  and
obligations) [describe property and Separate Agreements]:

      1.    Security    Agreement    between    Borrower    and   Bank   dated
______________,  or if no date is  listed,  bearing  even date  herewith  (the
"Security Agreement").

      2.    Loan  Agreement  dated  October 28,   1999,  as  amended,  between
European Micro Holdings, Inc., a Nevada corporation,  American Micro Computers
Centers,  Inc.,  a  Florida  corporation,  Nor'easter  Micro,  Inc.,  a Nevada
corporation  and SouthTrust  Bank, and all "Security  Instruments"  referenced
therein.

      3.    Guaranty  Agreements  bearing even date herewith executed by Harry
D. Shields and John B. Gallagher (the "Guaranty Agreements").

      4.    Agreement to Maintain  Liquid  Assets  bearing even date  herewith
executed by Harry D. Shields (the "Liquidity Agreement").

      5.    All existing and future security  agreements,  pledge  agreements,
mortgages, deeds of trust, collateral assignments,  and other similar security
instruments  executed by  Borrower or any  Affiliate  of  Borrower,  including
Nor'easter Micro,  Inc., a corporation,  and European Micro Holdings,  Inc., a
corporation.

The Separate  Agreements  are hereby  incorporated  herein by this  reference.
The  property  described  above and the property  described in every  Separate
Agreement is individually  and  collectively  referred to in this Agreement as
the "Collateral".

      Section 2.2.  Borrower  shall execute and deliver,  or shall cause to be
executed and delivered,  such documents relating to the Collateral as Bank may
from time to time request.

                                  ARTICLE III -
              REPRESENTATIONS AND WARRANTIES; CONDITIONS PRECEDENT

      Borrower represents and warrants to Bank that:


                                       5                   ____________ initials
<PAGE>


      Section  3.1.  Borrower is a  corporation  duly  organized  and existing
under the laws of the State of Florida, County of Miami-Dade,  that Borrower's
Federal  Taxpayer  Identification  Number is  65-0929687  and that Borrower is
qualified  to do  business  in all  jurisdictions  in  which it  conducts  its
business.  Borrower's  principal  place  of  business  is at 6073  N.W.  167th
Street,  Unit C-25,  Miami,  Florida  33015.  Except  for the name,  "American
Micro  Acquisition  Corporation",  Borrower  has not  changed its name or been
known by any  other  name  within  the last five (5) years nor has it been the
surviving  corporation  in a merger  effected  within the last five  (5)years.
Borrower  does not now use nor has it ever used any trade or  fictitious  name
in the conduct of its business.

      Section  3.2.  The  execution  and  delivery  of  Borrower  of,  and the
performance by Borrower of its obligations  under,  this  Agreement,  the Note
and the Separate  Agreements have been duly authorized by all requisite action
on the part of Borrower  and do not and will not (i) violate any  provision of
Borrower's  articles  of  incorporation,   by-laws,  or  other  organizational
documents,  any  law or  any  judgment,  order  or  ruling  of  any  court  or
governmental  agency,  or (ii) be in conflict with,  result in a breach of, or
constitute,  following  notice or lapse of time or both,  a default  under any
indenture,  agreement or other  instrument to which  Borrower is a party or by
which Borrower or any of its property is bound.

      Section 3.3.  Each of this  Agreement  and the Note is the legal,  valid
and binding agreement of Borrower  enforceable  against Borrower in accordance
with its terms.

      Section  3.4.  Except  for the  case of BIG  BLUE  EUROPE  AND  JEFF AND
MARIE ALNWICK V. EUROPEAN MICRO HOLDINGS,  INC.,  Borrower's parent,  Case No.
99-CV-7380,  United  States Court for the Eastern  District of New York,  (the
"Big  Blue  Litigation"),  there  are no  pending  or  threatened  actions  or
proceedings  before any court or  administrative  or governmental  agency that
may,  individually or collectively,  adversely affect the financial  condition
or business operations of Borrower.

      Section 3.5. All financial  statements of Borrower previously  delivered
by Borrower to Bank fairly and accurately  presents the financial condition of
Borrower as of such date and has been  prepared in accordance  with  generally
accepted accounting  principles  consistently  applied or, if not so prepared,
setting  forth the  manner in which  such  financial  statement  departs  from
generally  accepted  accounting  principles.  Since the date of said financial
statements,  there  has  been no  material  adverse  change  in the  financial
condition  of  Borrower,  and,  after due  inquiry,  there  exists no material
contingent liability or obligation assertable against Borrower.

      Section  3.6.  All  federal,  state and other tax  returns  of  Borrower
required  by law to be filed  have been  completed  in full and have been duly
filed, and all taxes,  assessments and  withholdings  shown on such returns or
billed to Borrower have been paid, and Borrower  maintains  adequate  reserves
and  accruals  in  respect  of  all  such  federal,  state  and  other  taxes,
assessments  and  withholdings.   There  are  no  unpaid  assessments  pending
against  Borrower  for any taxes or  withholdings,  and  Borrower  knows of no
basis therefor.

      Section  3.7.  Borrower has no  subsidiaries.  Borrower is not a partner
or joint  venturer  with any other  Person or a  participant  in any  business
enterprise  other  than its own for  which it is  generally  liable,  nor does
Borrower have any  contingent  liabilities  of any  description  other than as
indicated in the financial  statements  heretofore delivered to Bank. Borrower
is not  obligated as  guarantor,  surety or  indemnitor  under any  indemnity,
guaranty,  surety or similar bond or other contract issued or entered into any
agreement to assure  payment,  performance or completion of performance of any
undertaking  or obligation of any Person,  except that Borrower has guaranteed
certain  indebtedness of its parent,  European Micro Holdings,  Inc., to Bank.
No  authorization  or approval or other  action by, and no notice to or filing
with, any federal,  state, or local government body,  agency,  or authority is


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<PAGE>

required for the due execution,  delivery, and performance by Borrower of this
Agreement, the Note, or any of the Separate Agreements.

      Section 3.8. Borrower  possesses all permits,  memberships,  franchises,
contracts,  licenses,  trademark  rights,  trade  names,  patents,  and  other
authorizations  necessary to enable it to conduct its business  operations  as
now conducted, and no filing with, and no consent, permission,  authorization,
order or license of, any  individual,  entity,  or  governmental  authority is
necessary  in  connection  with  the  execution,   delivery,   performance  or
enforcement of this Agreement or the Note.

      Section  3.9.  No event  has  occurred  and is  continuing  which is, or
which  with the  giving of notice or lapse of time or both  would be, an Event
of Default (as defined in Article VI) of this Agreement.

      Section  3.10.  Borrower  has  good and  marketable  title to all of its
properties and assets including,  without  limitation,  the Collateral and the
properties  and assets  reflected in the  financial  statements  referenced in
Section 3.5.

      Section  3.11.  The  minimum  funding  standards  of Section  302 of the
Employee  Retirement  Income  Security Act of 1974, as amended  ("ERISA") have
been met at all times with  respect to all  "plans" of  Borrower to which such
standards apply;  Borrower has not made a "partial  withdrawal" or a "complete
withdrawal"  from any  "multi-employer  plan";  and no  "reportable  event" or
"prohibited  transaction" has occurred with respect to any such "plan" (as all
of the quoted terms are defined in ERISA).

      Section  3.12.  Except as otherwise  expressly  disclosed by Borrower to
Bank in writing on the date of this  Agreement:  No "hazardous  substance" (as
that  term  is  defined  in  Section  101 of the  Comprehensive  Environmental
Response,  Compensation and Liability Act of 1980, as amended  ["CERCLA"]) has
been released,  discharged,  disposed of, or stored on any of Borrower's owned
or leased real or personal  property by Borrower,  by any third  party,  or by
any  predecessor  in  interest  or  title  to  Borrower;  Borrower  and all of
Borrower's  properties are in compliance with all applicable local,  state and
federal  environmental  laws and  regulations;  no notice  has been  served on
Borrower by any  governmental  authority or any individual or entity  claiming
violation of any  environmental  protection  law or  regulation,  or demanding
compliance with any environmental  protection law or regulation,  or demanding
payment,  indemnity, or contribution for any environmental damage or injury to
natural  resources;  no  "hazardous  substance"  (as  defined  in  CERCLA)  is
produced  or used in  Borrower's  business;  and no  improvement  on any  real
property  owned or  leased  by  Borrower  contains  any  asbestos,  including,
without  limitation,  asbestos  insulation  on ceilings,  piping or structural
members or supports.

      Section  3.13.  All  Inventory  has been  produced,  and during the term
hereof will be produced,  in compliance  with the  requirements of the Federal
Fair Labor  Standards Act. No Inventory is now, nor shall any Inventory at any
time or times  hereafter  be,  stored with a bailee,  warehouseman  or similar
party.

      Section  3.14.  Borrower  is not  engaged  in any  activity  that  might
constitute  a pattern of  racketeering  activity or in any other  conduct that
might subject all or a material portion of Borrower's assets to forfeiture.

      Section 3.15.     All  information  furnished  by  Borrower  to the Bank
concerning  the  Borrower,  its  financial  condition,   the  Collateral,   or
otherwise for the purpose of obtaining  credit or an extension of credit,  is,
or will be at the time the same is  furnished,  accurate  and  correct  in all
material  respects and complete  insofar as  completeness  may be necessary to
give the Bank a true and accurate knowledge of the subject matter.


                                       7                   ____________ initials
<PAGE>


      Section  3.16.  Bank shall not be  obligated  to make any advance  under
the Revolving  Loan until Borrower shall have furnished to Bank, at Borrower's
expense,  such  evidence as Bank from time to time may require  regarding  the
truth or continued  truth of the  foregoing  representations  and  warranties,
including,  without limitation,  opinions of Borrower's outside legal counsel,
opinions  and   certificates  of  Borrower's   independent   certified  public
accountants,   surveys,   appraisals,   environmental   audits  by   qualified
environmental   engineers  selected  by  Bank,  report  of  other  independent
consultants  selected by Bank, and  certificates of Borrower's  officers.  All
such evidence must be in form and content satisfactory to Bank.

      Section 3.17.  No Collateral or other  property or interests of Borrower
is or shall be  located at any place  other than as set forth in the  Security
Agreement.

                       ARTICLE IV - AFFIRMATIVE COVENANTS

      Borrower  covenants and agrees that, so long as it may borrow under this
Agreement  or so  long  as any  indebtedness  remains  outstanding  under  the
Revolving Loan or under the Note, Borrower shall:

      Section  4.1.  Deliver  to Bank (i)  within 30 days  after each month an
unaudited  financial  statement  including a balance  sheet and  statements of
income and cash  flows,  certified  by  Borrower's  chief  executive  or chief
financial  officer to be correct and  complete,  (ii) within 90 days after the
end of each  fiscal year a financial  statement  including a balance  sheet of
Borrower as of the end of such year and  statements of income,  cash flows and
changes  in equity for such year,  setting  forth in each case in  comparative
form  the  corresponding   figures  for  the  previous  year,   together  with
accompanying  schedules  and  footnotes,  certified  or  compiled  (at  Bank's
election) by the present independent  certified public accountants of Borrower
or by another firm of independent  certified public accountants  designated by
Borrower  which  is  satisfactory  to Bank,  such  financial  statement  to be
prepared in accordance with generally accepted  accounting  principles applied
in a manner consistent with the financial  statements  previously furnished to
Bank, or if not so prepared,  setting forth the manner in which such financial
statement  departs  from  generally  accepted  accounting  principles  or from
previous financial  statements  furnished to Bank by Borrower,  and (iii) with
reasonable promptness,  such other information  (including limitation,  copies
of tax  returns  and  amendments  thereto  filed  by  Borrower)  as  Bank  may
request.  Each said financial  statement  shall be accompanied by a Compliance
Certificate in the form set forth in Exhibit "B".

      Section  4.2.  Furnish  the Bank with a copy of each  letter  written to
the  Borrower  by  its  independent  certified  public  accountant  concerning
internal controls and management  review  immediately upon receipt of same and
any  comments  made by the Borrower  with  respect  thereto and permit Bank to
communicate  directly  with said  accountants  and with  Borrower's  insurance
representatives  and agents  regarding the financial  affairs and condition of
Borrower,  the books and records of Borrower, and insurance matters pertaining
to Borrower's business.

      Section  4.3.  Maintain its books,  accounts  and records in  accordance
with  generally  accepted  accounting  principles  or,  if not so  maintained,
setting  forth the manner in which such books,  accounts  and  records  depart
from generally accepted accounting principles,  applied in a manner consistent
with the  financial  statements  previously  furnished to the Bank,  and shall
permit  any  person  or  entity  designated  in  writing  by Bank to visit and
inspect  any of its  properties,  books  and  financial  records,  and to make
copies  thereof  and  take  extracts  therefrom,  and  to  discuss  Borrower's
financial affairs with Borrower's financial officers and accountants.


                                       8                   ____________ initials
<PAGE>


      Section  4.4.  Pay  and   discharge   all  taxes,   assessments,   fees,
withholdings  and other  governmental  charges or levies  imposed  upon it, or
upon its income and profits,  or upon any  property  belonging to it, prior to
the date on which penalties attach thereto,  unless the legality thereof shall
be promptly and actively  contested in good faith by appropriate  proceedings,
and unless  adequate  reserves for such  liability are  maintained by Borrower
pending determination of such contest.


      Section 4.5 Maintain its  existence in good  standing in the state of its
organization or incorporation  and its  qualification  and good standing in all
jurisdictions  where such  qualification  is required under applicable law, and
conduct its business in the manner in which it is now conducted subject only to
changes made in the ordinary course of business.

      Section 4.6.  Promptly  notify Bank in writing of the  occurrence of any
Event of Default  or an event  that with  notice of the lapse of time or both,
would  become an Event of Default or of any pending or  threatened  litigation
claiming  damages in excess of $10,000 or seeking  relief  that,  if  granted,
would  adversely  affect the  financial  condition or business  operations  of
Borrower.

      Section 4.7.  Maintain  and keep in force at all times  insurance of the
types and in the amounts  customarily  carried in lines of business similar to
Borrower's and such other  insurance as Bank may require,  including,  without
limitation,  fire, public liability,  casualty,  property damage, wind damage,
flood damage, and worker's  compensation  insurance,  which insurance shall be
carried with companies and in amounts  satisfactory  to Bank. All casualty and
property  damage  insurance  shall name Bank as  mortgagee  or loss payee,  as
appropriate,  and shall provide for a minimum of ten (10) days' written notice
to Bank before  cancellation  or  amendment.  Borrower  shall  deliver to Bank
from time to time at Bank's request copies of all such insurance  policies and
certificates  of insurance and schedules  setting forth all insurance  then in
effect.  Borrower hereby appoints Bank the  attorney-in-fact  for Borrower for
purposes of obtaining,  adjusting,  settling, and canceling such insurance and
endorsing in Borrower's  name and giving  receipt for checks and drafts issued
in payment of losses and as returned  premiums.  Borrower  hereby  assigns all
insurance  policies at any time covering  property that is Collateral  for the
Note and all  returned  and unearned  premiums  thereon to Bank as  additional
Collateral for the Note.

      Section 4.8. Keep all of its  properties  in good repair and  condition,
and from  time to time  make  necessary  repairs,  renewals  and  replacements
thereto so that Borrower's  property shall be fully and efficiently  preserved
and maintained.

      Section  4.9.  Perform or take,  on request of Bank,  such action as may
be  necessary  or  advisable  to perfect any lien or security  interest in the
Collateral or otherwise to carry out the intent of this Agreement.

      Section  4.10.  Pay or  reimburse  Bank on demand for any  out-of-pocket
expenses,  including reasonable attorneys' fees, incurred by Bank in preparing
or enforcing  this  Agreement,  the Note, and the Separate  Agreements,  or in
preparing or enforcing any amendment  thereto,  or in collecting the Revolving
Loan and any other sum due under the Note or this  Agreement  after default by
Borrower in the payment thereof.

      Section  4.11.  Fund all of its  "plans"  to which the  minimum  funding
standards  of Section 302 of ERISA apply in  accordance  with such  standards;
furnish  Bank,  promptly upon Bank's  request,  copies of all reports or other
statements  filed with,  or received  from,  the United  States  Department of
Labor,  the  Internal  Revenue  Service,   or  the  Pension  Benefit  Guaranty
Corporation  with respect to all of Borrower's  "plans";  and promptly  advise
Bank of the occurrence of any "reportable  event" or "prohibited  transaction"
with  respect to any such  "plan" (as all of the quoted  terms are  defined in
ERISA).


                                       9                   ____________ initials
<PAGE>


      Section  4.12.  Comply with all  applicable  present  and future  local,
state and federal laws and regulations having application to the Borrower,  to
the Borrower's business or property,  or to any of the Collateral,  including,
without  limitation,   all  environmental  protection  or  clean-up  laws  and
regulations and all laws and regulations  providing protection to persons with
disabilities;  notify  Bank  immediately  if  any  "hazardous  substance"  (as
defined  in  CERCLA)  is  released,   discharged,   disposed  of,  stored,  or
discovered  on any real or  personal  property  owned or leased  by  Borrower;
notify Bank in writing within three days after Borrower  receives  notice from
any governmental  authority or any individual or entity claiming  violation of
any environmental  protection law or regulation,  or demanding compliance with
any  environmental  protection  law  or  regulation,   or  demanding  payment,
indemnity,  or contribution for any environmental  damage or injury to natural
resources;  and permit Bank from time to time to observe Borrower's operations
and to  perform  tests  (including  soil  tests and  ground  water  tests) for
"hazardous  substances"  on any real or personal  property  owned or leased by
Borrower.

      Section  4.13.   Use  the  proceeds  of  the  Revolving  Loan  only  for
repayment of existing  working capital  indebtedness  existing as of Effective
Date and thereafter for working capital purposes.

      Section  4.14.  Furnish to Bank at least weekly (and more  frequently if
requested by Bank) a detailed  accounts  receivable  aging report,  a detailed
accounts  payable  aging  report,  and an  inventory  report,  all in form and
substance, and containing such detail and information,  as Bank shall request,
and furnish to Bank copies of all physical  inventory  listings  when prepared
by Borrower.

      Section  4.15.  Diligently  pursue  collection of all Accounts and other
amounts due Borrower by others, including Affiliates of Borrower.

      Section  4.16.  Provide  Bank with a debt  subordination  agreement,  in
form and substance  satisfactory to Bank,  executed by Borrower and any Person
who is an officer, director, shareholder,  partner, member, owner or Affiliate
of Borrower to whom Borrower is or hereafter becomes  indebted,  subordinating
in right of payment  and claim all of Debt owed by Borrower to any said Person
and  any  future  advances  thereon  to the  full  and  final  payment  of the
Obligations.

      Section 4.17. [reserved]


                         ARTICLE V - NEGATIVE COVENANTS

      Borrower  covenants and agrees that,  without the prior written  consent
of Bank,  so long as it may  borrow  under  this  Agreement  or so long as any
indebtedness  remains  outstanding under the Revolving Loan or under the Note,
Borrower shall not:

      Section 5.1. [reserved]

      Section   5.2.   Create,   incur,   assume,   or  suffer  to  exist  any
indebtedness  of any  description  whatsoever  not  existing as of the date of
this Agreement,  except (i)  indebtedness  incurred under this  Agreement,  or
(ii) any trade  indebtedness  incurred  in the  ordinary  course  of  business
payable within 60 days of its incurrence.

      Section 5.3.  Merge,  consolidate  or enter into a partnership  or joint
venture  with any  other  person  or  entity;  or  sell,  lease,  transfer  or


                                      10                   ____________ initials
<PAGE>


otherwise  dispose of all or any  substantial  portion of its  assets,  except
sales of inventory in the ordinary course of business;  or change its name; or
change  the  location  of its chief  executive  office or  principal  place of
business.

      Section   5.4.   Guarantee  or  become   contingently   liable  for  any
obligation  or  indebtedness  of any  other  person  or  entity,  except  that
Borrower may endorse  negotiable  instruments  for  collection in the ordinary
course of business.

      Section  5.5     Make any loans, advances or extensions of credit to any
person or entity.

      Section  5.6.  Pay or declare any  dividend on any of its capital  stock
after  the  date  hereof,  provided,   however,  that  if  Borrower  is  an  S
Corporation,  it may pay  dividends  not to exceed the amount of income  taxes
payable by its shareholders attributable to Borrower's income.

      Section  5.7.  Grant any lien on or security  interest  in, or otherwise
encumber, any of its properties or assets including,  without limitation,  the
Collateral,  and,  except for liens for taxes not yet due and payable or which
are being actively contested in good faith by appropriate  proceedings and for
which  adequate  reserves  are being  maintained  by Borrower  and those liens
disclosed  to Bank by  Borrower  in  writing  prior to the  execution  of this
Agreement,  Borrower shall not permit to exist any lien,  security interest or
other encumbrance on any of its properties or assets.

      Section 5.8.  Take,  or fail to take,  any act if such act or failure to
act results in the imposition of withdrawal liability under Title IV of ERISA.

      Section 5.9. Release,  discharge,  dispose of, store,  accept or receive
for storage or disposal,  or allow to be stored or disposed of, any "hazardous
substance"  (as  defined  in CERCLA)  on or in any real or  personal  property
owned or leased by  Borrower,  except as otherwise  expressly  consented to by
Bank in writing;  or release,  discharge,  use,  transport,  or dispose of any
"hazardous substance" in an unlawful manner.

      Section  5.10.  Purchase,  acquire  or  lease  property  from,  or sell,
transfer or lease any inventory,  materials, goods, equipment,  assets, rights
or property to, any  Affiliate of Borrower,  except in the ordinary  course of
Borrower's  business  and under  terms and  conditions  which  would  apply if
disinterested parties were involved.

      Section  5.11.   Change  the  locations  at  which  the   Collateral  is
maintained;  change the name,  identity,  or corporate  structure of Borrower;
adopt or make use of any  fictitious or trade name not disclosed  elsewhere in
this Agreement; or change the location of its chief executive office.

      Section 5.12.  Enter into any merger or  consolidation or acquire all or
substantially  all of the assets of any Person;  or sell,  lease, or otherwise
dispose of any of its assets in an aggregate amount  exceeding  $50,000 during
any  fiscal  year,  except  sales  in the  ordinary  course  of its  business;
purchase or acquire the  obligations  or stock of or any other interest in any
Person,  except  direct  obligations  of  the  United  States  of  America  or
certificates  of  deposit  or other  investments  issued by the Bank or by any
bank  designated  in writing by the Bank;  enter into any sale and  lease-back
arrangement,  either directly or indirectly;  hereafter  create any Subsidiary
or  divest  itself  of  any  material  assets  by  transferring  them  to  any
Subsidiary;  transfer,  sell, pledge,  encumber or otherwise assign any shares
of stock or other  interest in any Subsidiary or permit any Subsidiary to sell
or otherwise  dispose of all or substantially  all of its assets; or become or
agree to become a  general  or  limited  partner  in any  general  or  limited
partnership or a joint venturer in any joint venture.


                                      11
<PAGE>


      Section  5.13.  Prepay  any  Debt  except  Debt to the  Bank;  provided,
however,  the Borrower may take ordinary trade  discounts on purchases made in
the ordinary course of business.

      Section 5.14.  Enter into any sale and  lease-back  arrangement,  either
directly or indirectly.

      Section  5.15.  Increase  the salary and fringe  benefits of any officer
or  director or  shareholder  or any  Affiliate  of any officer or director or
shareholder  of  Borrower  by more than 5% in any fiscal  year from the amount
paid in the previous fiscal year.

      Section  5.16.  Deposit  proceeds  of the  Collateral  into any  account
other than the Special Collection Account.

      Section 5.17.  Make any payment  (principal or interest) with respect to
Subordinated  Debt,  or with  respect to any Debt that  would be  Subordinated
Debt but for the absence of a  subordination  agreement in effect with respect
thereto,  if the making of such payment or the financial condition of Borrower
immediately   after  said  payment  would  violate  the  financial   covenants
contained in the Loan Agreement dated  October 28,  1999, as amended,  between
European Micro Holdings, Inc., a Nevada corporation,  American Micro Computers
Centers,  Inc.,  a  Florida  corporation,  Nor'easter  Micro,  Inc.,  a Nevada
corporation  and  SouthTrust  Bank,  except that Borrower shall be entitled to
make  payments  with  respect  to such  Debt  to the  extent  provided  in any
subordination  agreement in effect with respect thereto,  but only during such
time as no default or Event of Default exists hereunder.

      Section 5.18.  Enter into any  transaction,  or permit any Subsidiary to
enter into any  transaction,  which  materially  and adversely  affects or may
materially and adversely affect the Collateral or Borrower's  ability to repay
the  Obligations or permit or agree to any material  extension,  compromise or
settlement  or make any  change or  modification  of any kind or  nature  with
respect to any Account,  including any of the terms  relating  thereto,  other
than discounts and allowances in the ordinary course of business.

                  ARTICLE VI - EVENTS OF DEFAULT AND REMEDIES

      Section  6.1.  Any one or  more of the  following  shall  constitute  an
Event of Default hereunder by Borrower:

      (a)   Failure to pay when due any payment of  principal  or interest due
            on the Note or any fee, expense, other sum due hereunder; or

      (b)   Failure to pay when due any payment of  principal  or interest due
            on any  other  obligation  for  money  borrowed  or  the  deferred
            purchase price of goods or services; or

      (c)   Default under any Separate Agreement or any other document,  note,
            agreement,   mortgage,   security   agreement,    instrument,   or
            understanding with, held by, or executed in favor of Bank; or

      (d)   Should any  representation or warranty contained herein or made by
            or  furnished  on behalf of  Borrower  in  connection  herewith be
            false or misleading  in any material  respect as of the date made;
            or



                                      12                   ____________ initials
<PAGE>


      (e)   Failure to perform or observe any covenant or agreement  contained
            in Articles IV or V of this Agreement; or

      (f)   Failure to pay its debts generally as they become due; or

      (g)   Borrower's or any guarantor's  making or taking any action to make
            an assignment  for the benefit of  creditors,  or  petitioning  or
            taking any action to petition any tribunal for the  appointment of
            a custodian,  receiver or any trustee for it or a substantial part
            of its assets,  or commencing or taking any action to commence any
            proceeding  under  any  bankruptcy,  reorganization,  arrangement,
            readjustment of debt,  dissolution,  liquidation or debt or relief
            law or statute of any  jurisdiction,  whether now or  hereafter in
            effect, including,  without limitation, any chapter of the federal
            Bankruptcy  Code;  or, if there shall have been filed or commenced
            against  Borrower or any Guarantor any such petition,  application
            or proceeding  which is not  dismissed  within 30 days or in which
            an order for relief is  entered;  or should  Borrower  or any such
            Guarantor  by any act or  omission  indicate  its  approval  of or
            acquiescence  in any such  petition,  application or proceeding or
            order for relief or the  appointment  of a custodian,  receiver or
            any  trustee  for  it or  any  substantial  part  of  any  of  its
            properties;  or should  Borrower or any such  guarantor  suffer to
            exist any such custodianship, receivership or trusteeship; or

      (h)   Borrower's or any Guarantor's concealing,  removing, or permitting
            to be concealed or removed, any part of its property,  with intent
            to  hinder,  delay or defraud  its  creditors  or any of them,  or
            making or  suffering a transfer of any of its  property  which may
            be  fraudulent  under any  bankruptcy,  fraudulent  conveyance  or
            similar  law; or making any transfer of its property to or for the
            benefit of a creditor  at a time when  other  creditors  similarly
            situated  have not been paid,  or suffering or  permitting,  while
            insolvent,  any creditor to obtain a lien upon any of its property
            through  legal  proceedings  or  distraint  which  is not  vacated
            within 30 days after the date thereof; or

      (i)   Occurrence  of any of the  following  with  respect to Borrower or
            any  Guarantor:  death (if an  individual),  death,  withdrawal or
            removal  of a  general  partner  (if a  partnership),  death  of a
            member or manager (if a limited  liability  company),  dissolution
            or  cessation  of  business  (if a  general  partnership,  limited
            partnership  or  limited   liability   partnership,   corporation,
            limited liability company or other  organization),  or insolvency;
            or

      (j)   If the cancellation,  termination or limitation of any guaranty of
            Borrower's  obligations  under this  Agreement  or the Loans shall
            occur,  or if any  such  guarantor  shall be in  default  under or
            breach the terms of any  guaranty  agreement  between the Bank and
            such  guarantor;  or if any such  guarantor  should die; or if any
            subordination  agreement  executed by any  creditor of Borrower or
            of any such  guarantor  in favor of the Bank  should be  canceled,
            terminated,   or  breached;   or  if  any  Guarantor's   financial
            condition as represented in the last personal financial  statement
            delivered to and received by Bank is substantially impaired; or

      (k)   If Borrower or any  Guarantor is a  corporation  and the ownership
            or power to vote  more  than  fifty  percent  (50%) of the  voting
            stock of such  corporation is transferred,  directly or indirectly
            (including  through  any voting  trust,  irrevocable  proxy or the
            like), during any twelve (12) month period; or



                                      13                   ____________ initials
<PAGE>



      (l)   If a final  judgment for the payment of money in excess of $10,000
            shall be rendered against the Borrower,  or in the case of the Big
            Blue  Litigation  a final  judgment  for the  payment  of money in
            excess  of  reserves  carried  on the books of  Borrower  for said
            purpose,  and the same shall remain  undischarged  for a period of
            30 days during which  execution  shall not be effectively  stayed,
            unless such judgment is fully covered by collectible insurance; or

      (m)   If  Borrower  or any  Guarantor  shall be  criminally  indicted or
            convicted  under any law that  could lead to a  forfeiture  of any
            property of the Borrower or such  Guarantor or the  indictment  of
            either  Borrower or any  Guarantor  shall impair their  respective
            abilities to do business; or

      (n)   Any material loss, theft,  damage or destruction not fully covered
            by insurance  (as required by this  Agreement  and subject to such
            deductibles  as Bank shall have  agreed to in  writing),  or sale,
            lease or  encumbrance  of any of the  Collateral  or the making of
            any levy,  seizure, or attachment thereof or thereon except in all
            cases as may be  specifically  permitted  by other  provisions  of
            this Agreement; or

      (o)   There shall occur any  material  adverse  change in the  financial
            condition or business prospects of Borrower or any Guarantor; or

      (p)   If a creditor of Borrower  shall obtain  possession  of any of the
            Collateral by any legal means; or

      (q)   Should  their  occur any  breach,  default  or "Event of  Default"
            under or with  respect  to that  certain  Loan  Agreement  between
            Nor'easter  Micro,  Inc.,  a Nevada  corporation  and Bank bearing
            even date herewith or any "Loan Document"  referenced  therein, or
            should  said  agreement  terminate  or cease  to be in  force  and
            effect for any  reason,  including  the  repayment  in full of the
            indebtedness referenced therein; or

      (r)   Should  there  occur  any  "Event  of  Default"  under  that  Loan
            Agreement dated  October 28,  1999, as amended,  between  European
            Micro  Holdings,  Inc.,  a  Nevada  corporation,   American  Micro
            Computers Centers, Inc., a Florida corporation,  Nor'easter Micro,
            Inc., a Nevada  corporation and SouthTrust  Bank, or any "Security
            Instrument"  as  defined   therein,   and  without   limiting  the
            generality  of  the  foregoing,   should  any  financial  covenant
            therein  contained  be  breached,  or should  said Loan  Agreement
            terminate  for any reason,  including the repayment in full of the
            indebtedness referenced therein; or

      (s)   Should  there  occur any breach or event of default  under or with
            respect to the Guaranty Agreements or the Liquidity Agreement; or

      (t)   Should  there  occur any breach or  default or "Event of  Default"
            under or with  respect to any other loan  agreement,  note,  debt,
            instrument, agreement,  indebtedness,  pledge, or other obligation
            or  undertaking  of (i) European  Micro  Holdings,  Inc., a Nevada
            corporation,  (ii) Nor'easter Micro, Inc., a Nevada corporation or
            (iii) any Affiliate of either said entity, to Bank.


      Section  6.2.  Upon  the  occurrence  and  continuation  of an  Event of
Default,  Bank  may  (i)  terminate  all  obligations  of  Bank  to  Borrower,


                                      14                   ____________ initials
<PAGE>


including,  without  limitation,  all  obligations  to lend  money  under this
Agreement,  (ii) declare  immediately  due and payable,  without  presentment,
demand,  protest  or any other  notice of any  kind,  all of which are  hereby
expressly  waived,  the  Note and any  other  note of  Borrower  held by Bank,
including,  without  limitation,  principal,  accrued  interest  and  costs of
collection  (including,  without  limitation,  reasonable  attorneys' fees, if
collected by or through  attorney(s)  who is/are not salaried  employee(s)  of
Bank in  bankruptcy  or in other  judicial  proceedings)  and (iii) pursue any
remedy  available to it under this Agreement,  under the Note, under any other
note of Borrower held by Bank, or available at law or in equity.

      Section  6.3.  Upon and after the  occurrence  of any Event of  Default,
Bank may, and is hereby  authorized by Borrower,  at any time and from time to
time, to the fullest extent  permitted by applicable laws, and without advance
notice to  Borrower  (any such notice  being  expressly  waived by  Borrower),
set-off and apply any and all  deposits  (general or special,  time or demand,
provisional or final) at any time held and any other  indebtedness at any time
owing by Bank to, or for the credit or the  account of,  Borrower  against any
or all of the Loans and Obligations  and other  liabilities and obligations of
Borrower  now or  hereafter  existing  whether  or not such  obligations  have
matured and  irrespective  of whether Bank has exercised any other rights that
it has or may have  with  respect  to such  Loans  and  Obligations  and other
liabilities and obligations,  including,  without limitation, any acceleration
rights.  The  aforesaid  right of set-off  may be  exercised  by Bank  against
Borrower or against any trustee in bankruptcy, debtor in possession,  assignee
for  the  benefit  of the  creditors,  receiver,  or  execution,  judgment  or
attachment  creditor of Borrower,  notwithstanding the fact that such right of
set-off shall not have been  exercised by Bank prior to the making,  filing or
issuance,  or  service  upon  Bank of,  or of notice  of,  any such  petition;
assignment for the benefit of creditors;  appointment  or application  for the
appointment  of a  receiver;  or  issuance of  execution,  subpoena,  order or
warrant.   Bank  agrees  to  notify   Borrower  after  any  such  set-off  and
application,  provided  that the failure to give such notice  shall not affect
the  validity of such set-off and  application.  The rights of Bank under this
Section are in addition to the other rights and remedies  (including,  without
limitation, other rights of setoff) which Bank may have.

                           ARTICLE VII - DEFINITIONS

      Section 7.1. As used in this  Agreement,  the following terms shall have
the meanings set forth below:

      (a)   Accounting terms used herein but not  specifically  defined herein
            shall  have the  meanings  normally  given  them by,  and shall be
            calculated,  both as to amounts and  classification  of items,  in
            accordance with generally accepted  accounting  principles applied
            in a consistent manner from period to period.

      (b)   "Account  Debtor" means any Person who is or may become  obligated
            under or on account of an Account.

      (c)   "Accounts"  means  all  accounts,  accounts  receivable,   chattel
            paper,   chattel  mortgages,   leases,   instruments,   documents,
            promissory  notes,  contracts  for  receipt of money,  conditional
            sales contracts,  and evidences of Debt of or owing to or acquired
            by Borrower whether now existing or hereafter arising,  including,
            without  limitation,  (i) all accounts and other rights to payment
            of money which arise or result  from  Borrower's  selling or other
            disposition  of  Borrower's  goods or the providing of services by
            the  Borrower,  (ii) the  proceeds of any  insurance  covering the
            Collateral, and (iii) the return of unearned insurance premiums.

      (d)   [reserved]


                                      15                   ____________ initials
<PAGE>


      (e)   "Affiliate"  shall mean any director or officer of Borrower or any
            Person who, directly, indirectly or beneficially,  owns 5% or more
            of the capital  stock of  Borrower or any member of the  immediate
            family  of any  such  officer,  director  or  stockholder,  or any
            corporation or other entity which is controlled by,  controls,  or
            is under common  control  with the  Borrower,  including,  without
            limitation, the Guarantors.

      (f)   "Agreement"  means this  Revolving Loan  Agreement,  as amended or
            supplemented in writing from time to time.

      (g)   "Bank" means the banking  corporation or association  named in the
            first   sentence  of  this   Agreement  and  which  executes  this
            Agreement below as "Bank".

      (h)   "Borrower"  means the person or entity named in the first sentence
            of this  Agreement  and  who  executes  this  Agreement  below  as
            "Borrower,"  for purposes of Section  3.11,  4.11,  and 5.8,  such
            term also includes any member of a "controlled  group" (as defined
            in ERISA) of which the named Borrower is a member.

      (i)   [reserved]

      (j)   "Capitalized  Lease  Obligations"  means any Debt  represented  by
            obligations  under a lease that is required to be capitalized  for
            financial  reporting  purposes in  accordance  with GAAP,  and the
            amount  of such  Debt  shall  be the  capitalized  amount  of such
            obligations determined in accordance with GAAP.

      (k)   "CERCLA" is defined in Section 3.12.

      (l)   "Collateral" is defined in Section 2.1.

      (m)   "Commitment  Period  means  the  period  from the date of  initial
            funding  hereunder until the earlier to occur of the Maturity Date
            or the occurrence of an Event of Default.

      (n)   "Debt" means the sum of (i)  indebtedness  for  borrowed  money or
            for the  deferred  purchase  price of property or  services,  (ii)
            Capitalized  Lease  Obligations,  (iii) all other  items  which in
            accordance  with  GAAP  would be  included  in  determining  total
            liabilities  as shown  on a  balance  sheet of a person  as at the
            date as of which Debt is to be determined.

      (o)   "Eligible  Accounts"  shall include only  Accounts  arising in the
            ordinary  course of Borrower's  business from the sale of goods or
            rendition  of services  which Bank,  in its sole credit  judgment,
            deems to be an Eligible  Account.  Examples of Accounts  which are
            not under any circumstance  deemed to be Eligible Accounts by Bank
            are set forth on Exhibit "A" hereto.

      (p)   "Eligible  Inventory" shall mean Inventory valued at the lesser of
            cost or current  market value,  all of which  Inventory is, at any
            given time,  (a) not damaged or defective in any way; (b) not sold
            or  segregated  for sale and  reflected as an Account of Borrower;
            (c)  not  consigned  Inventory;  (d) not  inventory-in-transit  or
            located in a place other than at the  locations  listed in Section
            3.17;  (e) not  work-in-process  Inventory;  (f) not  constituting
            packaging  materials and supplies;  (g) not Inventory evidenced by
            negotiable  warehouse  receipts  or  by  non-negotiable  warehouse
            receipts or  documents  of title which have not been issued in the
            name of Bank;  (h) not  subject to a  document  of title such as a


                                      16                   ____________ initials
<PAGE>


            warehouse receipt or bill of lading;  and (i) not Inventory deemed
            ineligible by Bank in its sole discretion.

      (q)   "ERISA" is defined in Section 3.11.

      (r)   "Event of Default" is defined in Section 6.1.

      (s)   [reserved]

      (t)   "Governing State" shall mean the State of Alabama.

      (u)   "Guarantor"  means any person or entity who  endorses  the Note or
            who now or  hereafter  guarantees  payment  or  collection  of the
            Revolving Loan in whole or in part.

      (v)   "Inventory"  shall mean all  inventory of whatever  kind or nature
            of  Borrower,  now owned or hereafter  acquired by  Borrower,  and
            wherever located,  including,  without limitation,  all goods held
            for  sale  or  lease  or  furnished  or  to  be  furnished   under
            contracts,  and any  raw  materials,  goods  in  transit,  work in
            process or  finished  goods,  supplies,  returned  or  repossessed
            goods,  together with all goods and materials  used or consumed in
            Borrower's business

      (w)   "Loan  Documents"  shall  mean  this  Agreement,   the  Note,  the
            Security  Agreement,   each  Separate   Agreement,   the  guaranty
            agreements of  guarantors,  and each and every  mortgage,  deed of
            trust, guarantee,  reimbursement agreement, credit agreement, loan
            agreement, note, security agreement,  financing statement or other
            instrument  executed  and  delivered  to evidence the Loans or any
            other  Obligation,  to constitute  collateral for the Loans or any
            other  Obligation,  or to evidence  security  for the Loans or any
            other Obligation,  and any and all other agreements,  instruments,
            and documents heretofore,  now or hereafter,  executed by Borrower
            and delivered to Bank in respect to the transactions  contemplated
            by this Agreement.

      (x)   "Maturity Date" is defined in Section 1.1.

      (y)   "Note" is defined in Section 1.1 and includes any promissory  note
            or notes  given in  extension  or renewal  of, or in  substitution
            for, the original Note.

      (z)   "Obligation(s)"  shall  mean the  "Obligations"  as defined in the
            Security  Agreement,   together  with  all  loans  and  all  other
            advances,  debts, liabilities,  obligations,  covenants and duties
            owing,  arising,  due or payable from Borrower to Bank of any kind
            or  nature,  present or future,  whether or not  evidenced  by any
            note,  guaranty or other  instrument,  whether  arising under this
            Agreement  or  any of  the  other  Loan  Documents  or  otherwise,
            whether   direct  or  indirect   (including   those   acquired  by
            assignment),  absolute or contingent, primary or secondary, due or
            to become  due,  now  existing  or  hereafter  arising and however
            evidenced  or acquired.  The term  includes,  without  limitation,
            all interest,  charges,  expenses,  fees,  attorneys' fees and any
            other sums  chargeable to Borrower under any of the Loan Documents
            and  all   rights   Bank  may  at  any  time  or  times   have  to
            reimbursement  in connection with any letter of credit or guaranty
            issued for Borrower's benefit.


                                      17                   ____________ initials
<PAGE>


      (aa)  "Person"  means an  individual,  partnership,  corporation,  joint
            stock  company,   firm,  land  trust,   business  trust,   limited
            liability company,  limited liability partnership,  unincorporated
            organization,  or other business entity, or a government or agency
            or political subdivision thereof.

      (bb)  "Revolving Loan" is defined in Section 1.1.

      (cc)  "Separate Agreement" is defined in Section 2.1.

      (dd)  "Subordinated  Debt"  means  the  Debt of the  Borrower  which  is
            fully  subordinated  to the Loan (including  principal,  interest,
            and agreed  charges) in a manner  satisfactory  to the Bank (which
            may be either  according  to its terms or by  separate  agreement)
            and which Debt arises from the  Borrower's  actual receipt of cash
            and not from "in kind" or non cash consideration.

      (ee)  "Subsidiary"  means any corporate entity or partnership,  or other
            business  entity,  controlling  interest  of which is owned by the
            Borrower.

      (ff)  [reserved]

                          ARTICLE VIII - MISCELLANEOUS

      Section  8.1.  No delay or failure  on the part of Bank in the  exercise
of any right,  power or privilege granted under this Agreement or the Note, or
available  at  law or in  equity,  shall  impair  any  such  right,  power  or
privilege  or be  construed  as a  waiver  of  any  Event  of  Default  or any
acquiescence  therein.  No single or partial exercise of any such right, power
or  privilege  shall  preclude  the further  exercise of such right,  power or
privilege.  No waiver  shall be valid  against Bank unless made in writing and
signed by Bank, and then only to the extent expressly specified therein.

      Section  8.2.  All notices or consents  required  or  permitted  by this
Agreement  shall be in writing  and shall be deemed to have been given or made
(i) when  actually  received,  if  delivered  by hand or sent by  facsimile or
telegraphic  transmission,  or (ii) upon the earlier of the actual  receipt or
five (5) days after mailing,  if sent by certified or registered mail, postage
or prepaid, return receipt requested,  and addressed to Borrower or to Bank as
the case may be at the addresses  listed on the first page of this  Agreement.
Either  Borrower or Bank, or both, may change its address or facsimile  number
for  notice  purposes  by  notice to the other  party in the  manner  provided
herein.

      Section  8.3.  This  Agreement  and the Note  shall be  governed  by and
construed  and  enforced  in  accordance  with  the  substantive  laws  of the
Governing State,  without regard to that state's rules governing  conflicts of
law.  Borrower  consents  to the  nonexclusive  jurisdiction  of any  court of
original  jurisdiction  located in the  Governing  State,  and,  to the extent
permitted by applicable  law, waives any objection based on venue or forum non
conveniens with respect to any action  instituted in any such court.  Borrower
agrees  that  process  in any such  action  will be  sufficient  if  served on
Borrower by certified mail, return receipt  requested,  or in any other manner
provided by law.  Notwithstanding the foregoing,  Bank shall have the right to
bring any action or proceeding  against  Borrower,  or against the property of
Borrower,  in the courts of any other  jurisdiction  Bank deems  necessary  or
appropriate  in order to  enforce  the  obligations  of  Borrower  under  this
Agreement, and the Note, and any Separate Agreements.

      Section  8.4.  All  representations  and  warranties  contained  in this
Agreement or made or furnished  on behalf of Borrower in  connection  herewith


                                      18                   ____________ initials
<PAGE>


shall  survive the  execution  and  delivery of this  Agreement  and the Note,
shall be deemed to be made anew each time Borrower  requests a loan under this
Agreement,  and  shall  survive  until  the  Revolving  Loan and all  interest
thereon are paid in full.

      Section  8.5.  This  Agreement  shall  bind and inure to the  benefit of
Borrower and Bank,  and their  respective  successors  and assigns;  provided,
however,  Borrower  shall have no right to assign  its  rights or  obligations
hereunder to any person or entity.

      Section 8.6.  Time is of the essence in the payment and  performance  of
every term and covenant of this Agreement and the Note.

      Section 8.7.  This  Agreement  may be amended or modified,  and Borrower
may take any action herein prohibited,  or omit to perform any action required
to be  performed  by it,  only if  Borrower  shall  obtain  the prior  written
consent of Bank to such  amendment,  modification,  action or omission to act,
and no course of dealing  between  Borrower and Bank shall operate as a waiver
of any right, power or privilege granted under this Agreement,  under the Note
or the course of dealing  between  Borrower and Bank shall operate as a waiver
of any right, power or privilege granted under this Agreement,  under the Note
or  the  Separate  Agreements,   or  available  at  law  or  in  equity.  This
Agreement,  the Note, and the Separate Agreements contain the entire agreement
between  Borrower and Bank  regarding the Revolving  Loan and the  Collateral.
No oral  representations  or statements shall be binding on Bank, and no agent
of Bank has the  authority  to vary  the  terms of this  Agreement  except  in
writing on the face hereof or on a separate page attached hereto.

      Section 8.8. All rights,  powers and privileges  granted hereunder shall
be  cumulative,  and shall not be  exclusive of any other  rights,  powers and
privileges  granted  by the  Note  or any  other  document  or  agreement,  or
available at law or in equity.

      Section  8.9.  Upon the  occurrence  and during the  continuation  of an
Event of Default,  Borrower recognizes Bank's right, without notice or demand,
to apply  any  indebtedness  due or to  become  due to  Borrower  from Bank in
satisfaction  of  any of  the  indebtedness,  liabilities  or  obligations  of
Borrower  under  this  Agreement,  under  the Note,  or under any other  note,
instrument,  agreement, document or writing of Borrower held by or executed in
favor of Bank,  including,  without  limitation,  the right to set off against
any deposits or cash  collateral  of Borrower held by Bank. In addition to the
right of setoff,  as additional  collateral for the Revolving  Loan,  Borrower
hereby  grants  to Bank a  continuing  lien on and  security  interest  in all
deposit  accounts of Borrower now or  hereafter  held by Bank,  including  all
certificates of deposit now or hereafter issued to Borrower by Bank.

      Section  8.10.   Borrower  hereby  agrees  to  indemnify  Bank  and  its
officers,  directors,  agents and attorneys against,  and to hold Bank and all
such other persons  harmless from, any claims,  demands,  liabilities,  costs,
damages,  and  judgments  (including,  without  limitation,   liability  under
CERCLA,  the  Federal  Resource   Conservation  and  Recovery  Act,  or  other
environmental  law or regulation,  and costs of defense and  attorneys'  fees)
resulting  from  Borrower's  breach  of any  of the  covenants  set  forth  in
Articles IV or V of this Agreement.  In addition,  Borrower will indemnify and
hold Bank  harmless  from and against any  liability,  claim,  cost or expense
incurred by Bank or imposed  against Bank for any stamp tax,  intangible  tax,
or other tax, fee or charge imposed by any governmental  entity arising out of
or relating to the Note(s),  the Security Agreement,  or this Agreement or the
transactions  anticipated  herein.  These  agreements  of  indemnity  shall be
continuing  agreements and shall survive payment of the Revolving Loan and the
Note and termination of this Agreement.

      Section 8.11. The  provisions of this  Agreement are  independent of and
separable  from  each  other,  and no such  provision  shall  be  affected  or


                                      19                   ____________ initials
<PAGE>


rendered  invalid or  unenforceable  by virtue of the fact that for any reason
any other such  provision  shall be invalid  or  unenforceable  in whole or in
part. If any provision of this  Agreement is  prohibited or  unenforceable  in
any  jurisdiction,  such provision  shall be ineffective in such  jurisdiction
only  to  the  extent  of  such  prohibition  or  unenforceability,  and  such
prohibition  or  unenforceability  shall not  invalidate  the  balance of such
provision  to the  extent it is not  prohibited  or  unenforceable  nor render
prohibited or unenforceable such provision in any other jurisdiction.

      Section  8.12.  A  photocopy  of  this  agreement  may  be  filed  as  a
financing statement in any public office.

      Section 8.13.  All  obligations  of each Person named as Borrower  shall
be joint and several obligations of all such Persons.

      Section  8.14.  To the  fullest  extent  permitted  by  applicable  law,
Borrower   waives  (i)   presentment,   demand  and   protest  and  notice  of
presentment,  protest, default,  nonpayment,  maturity,  release,  compromise,
settlement,  extension or renewal of any or all  commercial  paper,  accounts,
contract rights, documents,  instruments,  chattel paper and guaranties at any
time held by Bank on which  Borrower  may in any way be  liable;  (ii)  notice
prior to Bank's taking  possession or control of any of the  Collateral or any
bond or security  which might be required by any court prior to allowing  Bank
to exercise  any of Bank's  remedies,  including  the issuance of an immediate
writ of  possession;  (iii) the  benefit of all  valuation,  appraisement  and
exemption  laws;  (iv) any right Borrower may have upon payment in full of the
Obligations  to  require  Bank  to  terminate  its  security  interest  in the
Collateral until the execution by Borrower of an agreement  indemnifying  Bank
from any loss or damage Bank may incur as the result of  dishonored  checks or
other items of payment  received by Bank from  Borrower or any Account  Debtor
and applied to the Obligations;  and (v) notice of Bank's acceptance hereof or
of any Separate Agreement.

      Section   8.15.   Borrower   hereby   irrevocably   designates,   makes,
constitutes  and  appoints  Bank  (and  all  Persons  designated  by  Bank) as
Borrower's  true and lawful attorney (and  agent-in-fact)  and Bank, or Bank's
agent,  may,  without  notice to Borrower and in either  Borrower's  or Bank's
name, but at the cost and expense of Borrower:

            8.15.1.     At  such  time  or  times  hereafter  as  Bank or said
agent, in its sole discretion,  may determine,  endorse Borrower's name on any
checks,  notes,  acceptances,  drafts,  money orders or any other  evidence of
payment or proceeds of the  Collateral  which come into the possession of Bank
or under Bank's control; and

            8.15.2.     At such  time or  times  as Bank or its  agent  in its
sole  discretion  may  determine  (and  irrespective  of  whether  an Event of
Default  exists):  (i)  demand  payment  of  the  Accounts  from  the  Account
Debtors,  enforce  payment of the Accounts by legal  proceedings or otherwise,
and generally  exercise all of Borrower's  rights and remedies with respect to
the collection of the Accounts; (ii) settle, adjust, compromise,  discharge or
release any of the Accounts or other Collateral;  (iii) sell or collect any of
the Accounts or other  Collateral upon such terms, and for such amounts and at
such  time or times as Bank  deems  advisable;  (iv) take  possession,  in any
manner,  of any item of payment or  proceeds  relating to any  Collateral  and
apply the same to the Obligations;  (v) prepare, file and sign Borrower's name
to a proof of claim in  bankruptcy  or similar  document  against  any Account
Debtor  or to any  notice  of  lien,  assignment  or  satisfaction  of lien or
similar  document in connection with any of the  Collateral;  (vi) during such
time as a lock box arrangement  may be in effect,  if any,  receive,  open and
dispose of all mail addressed to Borrower and to notify postal  authorities to
change  the  address  for  delivery  thereof  to  such  address  as  Bank  may
designate;  (vii)  endorse  the  name of  Borrower  upon  any of the  items of
payment or  proceeds  relating to any  Collateral  and deposit the same to the
account  of Bank or any  other  bank on  account  of the  Obligations;  (viii)
endorse the name of Borrower  upon any chattel  paper,  document,  instrument,
invoice,  freight  bill,  bill of  lading or  similar  document  or  agreement
relating  to the  Accounts,  Inventory  and any  other  Collateral;  (ix)  use


                                      20                   ____________ initials
<PAGE>


Borrower's  stationery and sign the name of Borrower to  verifications  of the
Accounts  and  notices  thereof to Account  Debtors;  (x) use the  information
recorded  on or  contained  in any  data  processing  equipment  and  computer
hardware  and  software  relating to the  Accounts,  Inventory,  and any other
Collateral  and to which  Borrower  has  access;  (xi) make and adjust  claims
under  policies  of  insurance;  and (xii) for and in the name of  Borrower to
give  instructions  and  direct  any bank or  financial  institution  in which
proceeds of the  Collateral  are deposited to turn over said proceeds to Bank;
and (xiii) do all other acts and things  necessary,  in Bank's  determination,
to fulfill Borrower's obligations under this Agreement.

      Section  8.16.  Borrower  will at all times keep  accurate  and complete
records of the Collateral,  and the Bank or its agents shall have the right to
call at  Borrower's  place or places of business at intervals to be determined
by Bank, upon reasonable notice and during Borrower's  regular business hours,
and without  hindrance or delay,  to inspect and examine the Inventory and the
Equipment and to inspect,  audit,  check,  and make  abstracts from the books,
records,  journals, orders, receipts,  computer printouts,  correspondence and
other data  relating to the  Collateral or to any other  transactions  between
the parties hereto.  If requested by Bank,  Borrower agrees to make its books,
records, journals, orders, receipts, computer printouts,  correspondence,  and
other data relating to the Collateral  available at the Bank's main office for
inspection, audit and checking by the Bank or its agents.

      Section 8.17.  Regardless of any provision  contained in this  Agreement
or any of the  Separate  Agreements,  in no event shall the  aggregate  of all
amounts that are contracted  for,  charged or collected  pursuant to the terms
of this Agreement,  the Note or any of the Separate  Agreements,  and that are
deemed  interest under  applicable  law, exceed the Maximum Rate. No provision
of this  Agreement  or in any of the  Separate  Agreements  or the exercise by
Bank of any right hereunder or under any Separate  Agreement or the prepayment
by Borrower of any of the  Obligations  or the  occurrence of any  contingency
whatsoever,  shall entitle Bank to charge or receive,  or to require  Borrower
to pay,  interest  or any amounts  deemed  interest  by  applicable  law (such
amounts being referred to herein  collectively as "Interest") in excess of the
Maximum Rate, and all  provisions  hereof or in any Separate  Agreement  which
may purport to require  Borrower to pay  Interest  exceeding  the Maximum Rate
shall be without  binding  force or effect to the extent only of the excess of
Interest  over such Maximum Rate.  Any Interest  charged or received in excess
of the  Maximum  Rate  ("Excess"),  shall be  conclusively  presumed to be the
result of an accident and bona fide error,  and shall,  to the extent received
by Bank,  at the option of Bank,  either be  applied  to reduce the  principal
amount of the  Obligations  or returned to Borrower.  The right to  accelerate
the  maturity  of any  of the  Obligations  does  not  include  the  right  to
accelerate  unaccrued  interest,  and no such  interest  will be  collected by
Bank.  All  monies  paid  to  Bank  hereunder  or  under  any of the  Separate
Agreements  shall be subject to any rebate of unearned  interest as and to the
extent  required  by  applicable  law.  By the  execution  of this  Agreement,
Borrower  covenants  that  (i)  the  credit  or  return  of any  Excess  shall
constitute the acceptance by Borrower of such Excess,  and (ii) Borrower shall
not seek or pursue any other remedy,  legal or equitable,  against Bank, based
in whole or in part upon contracting  for,  charging or receiving any Interest
in excess of the Maximum Rate. For the purpose of  determining  whether or not
any Excess has been contracted for,  charged or received by Bank, all interest
at any time  contracted  for,  charged or received from Borrower in connection
with this  Agreement  shall,  to the extent  permitted by  applicable  law, be
amortized,  prorated,  allocated and spread in equal parts throughout the full
term of the  Obligations.  Borrower  and Bank  shall,  to the  maximum  extent
permitted under applicable law, (i) characterize any non-principal  payment as
an expense,  fee or premium rather than as Interest and (ii) exclude voluntary
prepayments and the effects  thereof.  The provisions of this Section shall be
deemed to be incorporated into the Note and each Separate  Agreement  (whether
or not any provision of this Section is referred to therein).  "Maximum  Rate"
shall be the maximum  non-usurious  rate of interest  permitted by  applicable
law  that any  time,  or from  time to time,  may be  contracted  for,  taken,


                                      21                   ____________ initials
<PAGE>

reserved,  charged  or  received  on the Debt in  question  or, to the  extent
permitted by applicable  law, under such applicable laws that may hereafter be
in effect and which allow a higher  maximum  non-usurious  interest  rate than
applicable laws now allow.  Notwithstanding  any other provision  hereof,  the
Maximum  Rate shall be  calculated  on a daily basis  (computed  on the actual
number of days elapsed over a year of 365 or 366 days, as the case may be).

      SECTION  8.18.  Waiver  of Right to  Trial  by Jury.  BORROWER  AND BANK
HEREBY  WAIVE ANY RIGHT TO TRIAL BY JURY ON ANY CLAIM,  COUNTERCLAIM,  SETOFF,
DEMAND,  ACTION OR CAUSE OF ACTION (A) ARISING OUT OF OR IN ANY WAY PERTAINING
OR RELATING TO THIS AGREEMENT,  THE NOTES,  THE LOAN  DOCUMENTS,  OR ANY OTHER
INSTRUMENT,  DOCUMENT OR AGREEMENT  EXECUTED OR DELIVERED IN  CONNECTION  WITH
THIS  AGREEMENT OR (B) IN ANY WAY  CONNECTED  WITH OR PERTAINING OR RELATED TO
OR  INCIDENTAL  TO ANY  DEALINGS  OF THE PARTIES  HERETO WITH  RESPECT TO THIS
AGREEMENT,  THE NOTES, THE LOAN DOCUMENTS,  OR ANY OTHER INSTRUMENT,  DOCUMENT
OR AGREEMENT  EXECUTED OR DELIVERED IN  CONNECTION  HEREWITH OR IN  CONNECTION
WITH THE TRANSACTIONS  RELATED THERETO OR CONTEMPLATED THEREBY OR THE EXERCISE
OF EITHER  PARTY'S  RIGHTS AND REMEDIES  THEREUNDER,  IN ALL OF THE  FOREGOING
CASES  WHETHER NOW  EXISTING OR  HEREAFTER  ARISING,  AND WHETHER  SOUNDING IN
CONTRACT,  TORT OR  OTHERWISE.  BORROWER AND BANK AGREE THAT EITHER OR BOTH OF
THEM MAY FILE A COPY OF THIS PARAGRAPH  WITH ANY COURT AS WRITTEN  EVIDENCE OF
THE  KNOWING,   VOLUNTARY   AND  BARGAINED   AGREEMENT   BETWEEN  THE  PARTIES
IRREVOCABLY  TO WAIVE  TRIAL BY JURY,  AND  THAT ANY  DISPUTE  OR  CONTROVERSY
WHATSOEVER  BETWEEN  THEM  SHALL  INSTEAD  BE TRIED  IN A COURT  OF  COMPETENT
JURISDICTION BY A JUDGE SITTING WITHOUT A JURY.

      Section 8.19.     This  Agreement  and the credit  facilities  described
herein are intended to be an amendment and restatement of Borrower's  existing
indebtedness  to Bank.  This  Agreement is not intended to be, nor shall it be
construed  to create,  a novation  or accord and  satisfaction  of  Borrower's
indebtedness to Bank.


      Witness the hand of the parties  hereto on or as of the date first above
written.


                                    BORROWER:
                                    --------

                                    AMERICAN  MICRO COMPUTER  CENTER,  INC., a
                                    Florida corporation



                                    By:    ____________________________________
                                    Title: ____________________________________

Attest:  _______________________
Title:   _______________________

         [CORPORATE SEAL]

                                      22                   ____________ initials
<PAGE>


                                    BANK:
                                    ----

                                    SOUTHTRUST BANK


                                    By:  _____________________________________
                                    Its: _____________________________________



                                      23                   ____________ initials
<PAGE>



                                  EXHIBIT "A"

             EXAMPLES OF ACCOUNTS DISQUALIFIED AS ELIGIBLE ACCOUNTS
             ------------------------------------------------------


Examples  of  Accounts  which  are not  under  any  circumstance  deemed to be
Eligible Accounts by Bank include the following:

      (i)   it arises out of a sale made by Borrower to a Subsidiary  or to an
            Affiliate  of Borrower or to a Person  controlled  by an Affiliate
            or Subsidiary of Borrower; or

      (ii)  it is  unpaid  for the  lesser of (i) more  than  sixty  (60) days
            after the  original  due date  shown on the  invoice  or (ii) more
            than ninety (90) days after the original invoice date; or

      (iii) fifty  percent  (50%) or more of the  Accounts  from  the  Account
            Debtor are not deemed Eligible Accounts hereunder; or

      (iv)  the  total   unpaid   Accounts  of  the  Account   Debtor   exceed
            twenty-five  percent (25%) of the net amount of all  Accounts,  to
            the extent of such excess; or

      (v)   any  covenant,   representation  or  warranty  contained  in  this
            Agreement with respect to such Account has been breached; or

      (vi)  the Account Debtor is also  Borrower's or an Affiliate's  creditor
            or  supplier,  or has  disputed  liability  with  respect  to such
            Account,  or has made any claim with respect to any other  Account
            due from such Account  Debtor to Borrower or an Affiliate,  or the
            Account  otherwise is or may become subject to any right of setoff
            by the Account Debtor or an Affiliate of the Account Debtor; or

      (vii) the  Account  Debtor  has  commenced  a  voluntary  case under the
            federal  bankruptcy laws, as now constituted or hereafter amended,
            or made an assignment  for the benefit of  creditors,  or a decree
            or order for relief  under the  federal  bankruptcy  laws has been
            filed  against the Account  Debtor,  or if the Account  Debtor has
            failed, suspended business,  ceased to be solvent, or consented to
            or suffered a receiver,  trustee,  liquidator  or  custodian to be
            appointed of it or for all or a significant  portion of its assets
            or affairs; or

      (viii)it  arises  from  a  sale  to  the   Account   Debtor  on  a
            bill-and-hold, guaranteed sale, sale-or-return,  sale-on-approval,
            consignment or any other repurchase or return basis; or

      (ix)  Bank  believes,  in its sole  judgment,  that  collection  of such
            Account is  insecure or that  payment  thereof is doubtful or will
            be delayed by reason of the Account Debtor's financial  condition;
            or

      (x)   the  Account  Debtor  is  the  United  States  of  America  or any
            department,  agency or  instrumentality  thereof,  unless Borrower
            assigns its right to payment of such Account to Bank,  in form and
            substance   satisfactory  to  Bank,  so  as  to  comply  with  the
            Assignment of Claims Act of 1940, as amended; or

                                Exhibit "A" - 1            ____________ initials


<PAGE>


      (xi)    the Account is subject to a lien; or

      (xii)   the goods giving rise to such  Account have not been  delivered to
              and accepted by the Account Debtor or the services  giving rise to
              such Account  have not been  performed by Borrower and accepted by
              the Account  Debtor or the Account  otherwise does not represent a
              final sale; or

      (xiii)  the total  unpaid  Accounts of the Account Debtor exceed a credit
              limit  determined by Bank, in its sole  discretion,  to the extent
              such Account exceeds such limit; or

      (xiv)   the  Account  is  evidenced  by  chattel  paper,  a  note,  or  an
              instrument of any kind, or has been reduced to judgment; or

      (xv)    Borrower has made any  agreement  with the Account  Debtor for any
              deduction therefrom,  except for discounts or allowances which are
              made in the  ordinary  course of business  for prompt  payment and
              which  discounts or allowances are reflected in the calculation of
              the face value of each invoice related to such Account; or

      (xvi)   Borrower has made an agreement  with the Account  Debtor to extend
              the time of payment thereof; or

      (xvii)  the  Account  arises from a retail sale of goods to a Person
              who  is  purchasing   same  primarily  for  personal,   family  or
              household purposes; or

      (xviii) the Account  Debtor is not a resident  citizen of the United
             States or a corporate  entity or  partnership  formed and existing
             under the laws of the  United  States or a  political  subdivision
             thereof or the  Account  arises  from a sale to an Account  Debtor
             outside  the  United  States or it  arises  out of a  shipment  of
             Inventory,  goods or products to an address  other than an address
             in the United  States,  unless in each case the Account is covered
             by credit  insurance or a letter of credit  acceptable  to Bank in
             the exercise of its sole discretion; or

      (xix)  the Account is deemed  ineligible by the Bank in its sole judgment
             and discretion.

      In  addition,  Eligible  Account  shall not  include  any  portion of an
      Account which  consists of service  charges,  late charges or penalties,
      interest of Account Debtors,  or other charges relating to the extension
      of credit by the Borrower or the timing of payment by Account Debtor.

      In determining the aggregate  amount of Eligible  Accounts,  there shall
      be excluded from  consideration  any credit balance of an Account Debtor
      which is more  than 90 days old as  measured  from the date of  original
      posting of said credit balance to Borrower's books and records.

                                Exhibit "A" - 2                  ______ initials


<PAGE>


                                  EXHIBIT "B"

                             COMPLIANCE CERTIFICATE


SouthTrust Bank
Post Office Box 2554
Birmingham, Alabama 35290
Attn: Asset-Based Lending Department

      In accordance  with the  requirements  of that certain Loan and Security
Agreement   ("Loan    Agreement")    dated    ___________,    2000,    between
_____________________________    ("Borrower")   and   SouthTrust   Bank,   the
undersigned                            officer(s)                           of
                                                         ("Borrower"),   based
upon my (our)  review of the balance  sheets and  statements  of income of the
Borrower for the (month, quarter,  fiscal year) ending _____________,  ______,
DO HEREBY CERTIFY THAT:

      (1)   We are in  compliance  with all financial  covenants  contained in
the Loan Agreement.

      (2)   To the best of my (our)  knowledge,  Borrower has kept,  observed,
performed,  and  fulfilled  each and every  undertaking  contained in the Loan
Agreement and is not at this time in default in the  observance or performance
of any terms or conditions of the Loan Agreement,  on the date hereof,  except
as follows: ____________________________________________________.
                                          (if none, so state)

      (3)   And,  no Event of Default has  occurred  and is  continuing  that,
with the giving of notice or the  passage  of time or both,  would be an Event
of     Default,     on    the    date     hereof,     except    as    follows:
______________________________________________________________________.
                        (if none, so state)

Without  limiting the generality of the  foregoing,  Borrower is solvent as of
the date hereof.

I (we) further certify to you that:

      No  material  adverse  change  has  occurred  in  either  the  financial
condition  or  the  business  of the  Borrower  since  the  date  of the  Loan
Agreement and that all  representations  and  warranties  set forth within the
Loan Agreement are true as of the date hereof.

      During the period  noted above,  Borrower has not changed its name,  its
place  of  business,  principal  executive  officers,  nor  has  it  become  a
surviving  corporation  in a merger,  nor has it changed the places  where the
Collateral is located.

      Executed this ____ day of _______________, 20____.


                                Exhibit "B" - 1                  ______ initials

<PAGE>


                                    Signed:      ______________________________
                                    Print Name:  ______________________________
                                    Print Title: ______________________________


                                    Signed:      ______________________________
                                    Print Name:  ______________________________
                                    Print Title: ______________________________


                                    ON BEHALF OF:


                                    ___________________________________________
                                    ("Borrower")

                        Exhibit "B" - 2                          ______ initials