EXHIBIT 10.29
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                AMENDED AND RESTATED UNLIMITED GUARANTY AGREEMENT
                -------------------------------------------------
                                    (SHIELDS)

      THIS AMENDED AND RESTATED UNLIMITED GUARANTY AGREEMENT ("Guaranty"),
dated October__,  2000, is made and entered into upon the terms  hereinafter set
forth,  by HARRY D.  SHIELDS  ("Guarantor"),  in favor of  SOUTHTRUST  BANK,  an
Alabama banking corporation with offices in Nashville, Tennessee, formerly known
as SouthTrust Bank, National Association ("Creditor").

                                    RECITALS:

           A.     Pursuant to that  certain  Loan  Agreement  dated  October 28,
1999,  by  and  among  European  Micro  Holdings,  Inc.,  a  Nevada  corporation
("Debtor"),  American  Micro  Computer  Center,  Inc.,  a  Florida  corporation,
Nor'easter Micro, Inc., a Nevada corporation,  and Creditor,  as amended by that
certain First Amendment to Loan Agreement of even date herewith (as amended, the
"Loan  Agreement"),  Creditor  has made a term loan to  Debtor  in the  original
principal  amount not exceeding  $1,500,000 (the "Term Loan").  The Term Loan is
evidenced  by a  Secured  Promissory  Note of  even  date  with  the  Term  Loan
Agreement, in the original principal amount of $1,500,000,  made and executed by
Debtor,  payable to the order of Creditor (herein referred to, together with any
extensions,  modifications, renewals and/or replacements thereof, as the "Note";
the Note and the  Loan  Agreement,  together  with any and all  other  documents
executed in connection  therewith,  are hereinafter  collectively referred to as
the "Loan Documents").

           B.     As a condition of  Creditor's  agreement to make the Term Loan
to Debtor,  Guarantor  executed and delivered to Creditor  that certain  Limited
Guaranty  Agreement  dated October 29, 1999 (the  "Original  Guaranty").  At the
request of Debtor and Guarantor,  Creditor has agreed to waive certain  defaults
existing  under the Loan  Documents  and  modify the Loan  Documents  in certain
respects,  conditioned in part upon Guarantor's agreement to execute and deliver
this Guaranty, amending and restating the Original Guaranty.

           C.     Guarantor  desires to execute  and  deliver  this  Guaranty to
Creditor in order to induce  Creditor to waive such  defaults  and agree to such
modifications  to the Loan  Documents,  which  will be to the  direct  interest,
advantage and benefit of Guarantor.

                                   AGREEMENTS:

           NOW, THEREFORE,  in consideration of the foregoing and other good and
valuable  considerations,  the  receipt  and  sufficiency  of which  are  hereby
acknowledged  by  Guarantor,  and to  induce  Creditor  to make  loans and other
extensions of credit to Debtor pursuant to the Loan Agreement,  Guarantor hereby
agrees as follows:




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           1.     Guarantor  hereby  guarantees  to Creditor the full and prompt
payment of the entire  indebtedness  evidenced by the Note,  including principal
and  any  and  all  interest   accrued  or  to  accrue  thereon  (the  aforesaid
indebtednesses and other obligations are sometimes herein collectively  referred
to as  the  "Guaranteed  Obligations").  Guarantor  hereby  agrees  that  if the
Guaranteed Obligations are not timely paid in accordance with the terms thereof,
Guarantor  immediately will pay such Guaranteed  Obligations.  If for any reason
any payment or  obligation  in respect of the  Guaranteed  Obligations  shall be
determined  at any time to be a voidable  preference  or otherwise  shall be set
aside or required to be returned or repaid,  this  Guaranty  nevertheless  shall
remain in full force and effect and shall be fully enforceable against Guarantor
for the payment or  obligation  set aside,  returned  or repaid,  as well as any
other Guaranteed  Obligations still outstanding,  notwithstanding  the fact that
this Guaranty may have been canceled,  released  and/or returned to Guarantor by
Creditor.

           2.     In  addition  to the  obligations  of  Guarantor  to  Creditor
pursuant to  PARAGRAPH  1 hereof,  Guarantor  further  agrees to pay any and all
expenses  (including without limitation  attorney's fees) reasonably incurred by
Creditor in endeavoring  to collect and/or enforce the  obligations of Guarantor
under this Guaranty.

           3.     Guarantor  hereby  waives  notice of any  breach or default by
Debtor, and hereby further waives  presentment,  demand,  notice of dishonor and
protest with respect to any  instrument  now or hereafter  evidencing any of the
Guaranteed Obligations.

           4.     Any  act of  Creditor  consisting  of a  waiver  of any of the
terms, covenants or conditions of the Guaranteed  Obligations,  or the giving of
any consent to any matter or thing  relating to the Guaranteed  Obligations,  or
the granting of any  indulgences  or extensions  of time to Debtor,  may be done
without notice to Guarantor and without  releasing the  obligations of Guarantor
hereunder.

           5.     The  obligations of Guarantor  hereunder shall not be released
by  Creditor's  receipt,  application  or release of any security  given for the
payment,  performance  and  observance  of any of  the  Guaranteed  Obligations.
Similarly,  the obligations of Guarantor  hereunder shall not be released by any
modification of any of the terms of the Guaranteed  Obligations made by Creditor
and Debtor, but in the case of any such modification, the liability of Guarantor
shall be deemed modified in accordance with the terms of any such modification.

           6.     The  liability  of  Guarantor  hereunder  shall  in no  way be
affected  by  (a)  the  release  or  discharge  of  Debtor  in  any  creditors',
receivership, bankruptcy or other proceedings, (b) the impairment, limitation or
modification  of the liability of Debtor or the estate of Debtor in  bankruptcy,
or of any  remedy  for  the  enforcement  of any of the  Guaranteed  Obligations
resulting  from the operation of any present or future  provision of the Federal
bankruptcy  law or any other  statute  or the  decision  of any  court,  (c) the
rejection or disaffirmance of any instrument,  document or agreement  evidencing
any of the Guaranteed Obligations in any such proceedings, (d) the assignment or
transfer of any of the Guaranteed Obligations by Creditor, (e) any other defense
of Debtor,  or (f) the cessation  from any cause  whatsoever of the liability of
Debtor with respect to the Guaranteed Obligations.



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           7.     Until all of the Guaranteed  Obligations have been fully paid,
any liability or indebtednesses of Debtor now or hereafter held by Guarantor are
and shall be subject and  subordinate  to the  obligations of Debtor to Creditor
under the Guaranteed Obligations.

           8.     Guarantor  hereby  waives  any  claim,  right or  remedy  that
Guarantor may now have or hereafter acquire against Debtor that arises hereunder
and/or from performance by Guarantor hereunder, including but not limited to any
claim, right or remedy of subrogation, reimbursement, exoneration, contribution,
indemnification  or  participation  in any  claim,  right or remedy of  Creditor
against  Debtor or any  collateral  now or  hereafter  securing  the  Guaranteed
Obligations,  regardless  of whether  such claim,  right or remedy  arises under
contract, by statute, under common law, in equity or otherwise.

           9.     This is a  guaranty  of  payment  and not of  collection.  The
liability  of  Guarantor  hereunder  shall  be  direct  and  immediate  and  not
conditional or contingent upon the pursuit of any remedies against Debtor or any
other person, nor against any collateral available to Creditor. Guarantor hereby
waives any right to  require  that an action be  brought  against  Debtor or any
other  person or to require  that  resort be had to any  collateral  in favor of
Creditor prior to  discharging  its  obligations  hereunder.  Guarantor  further
waives  any right of  Guarantor  to require  that an action be  brought  against
Debtor under the provisions of Title 47, Chapter 12,  Tennessee Code  Annotated,
as the same may be amended from time to time.

           10.    Guarantor  hereby  consents  and agrees that all  payments and
credits received from Debtor or Guarantor or realized from any collateral may be
applied by Creditor to the  Guaranteed  Obligations in such priority as Creditor
in its sole judgment shall see fit.

           11.    In the event that  Guarantor  consists of more than one person
or entity,  the  obligations of Guarantor  hereunder shall be joint and several,
and all references  herein to "Guarantor" shall refer to each of said persons or
entities jointly and severally. This Guaranty is assignable by Creditor, and any
assignment  of the  Guaranteed  Obligations  or any portion  thereof by Creditor
shall  operate  to vest in the  assignee  the  rights  and  powers  of  Creditor
hereunder to the extent of such assignment.  This Guaranty shall be binding upon
Guarantor    and     Guarantor's     heirs,     representatives,     successors,
successors-in-title and assigns, and shall inure to the benefit of Creditor, its
heirs, representatives, successors, successors-in-title and assigns.

           12.    This  Guaranty  shall  be  construed  in  accordance  with and
governed by the laws of the State of  Tennessee  applicable  to  contracts to be
performed within said state.

           13.    No amendment or modification  hereof shall be effective unless
evidenced by a writing signed by Guarantor and Creditor.  When used herein,  the
singular  shall  include the plural,  and vice versa,  and the use of any gender
shall include all other genders, as appropriate.

           14.    Guarantor  hereby waives notice of acceptance of this Guaranty
by Creditor.


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           IN WITNESS  WHEREOF,  the  undersigned  Guarantor  has executed  this
Guaranty,  or has caused this  Guaranty  to be  executed by its duly  authorized
representative, as of the date first above written.

                                               /s/ Harry D. Shields
                                               ---------------------------------
                                               HARRY D. SHIELDS

ACCEPTED this _____ day of October, 2000.

SOUTHTRUST BANK

By:
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                             (Title)














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