EXHIBIT 10.36
                                  -------------

                             FORM OF CLASS A WARRANT

THE SECURITIES  REPRESENTED BY THIS WARRANT HAVE NOT BEEN  REGISTERED  UNDER THE
SECURITIES ACT OF 1933, AS AMENDED,  OR APPLICABLE  STATE  SECURITIES  LAWS. THE
SECURITIES  HAVE BEEN ACQUIRED FOR  INVESTMENT  AND MAY NOT BE OFFERED FOR SALE,
SOLD,  TRANSFERRED  OR  ASSIGNED  IN THE  ABSENCE OF AN  EFFECTIVE  REGISTRATION
STATEMENT FOR THE SECURITIES  UNDER THE  SECURITIES ACT OF 1933, AS AMENDED,  OR
APPLICABLE  STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL IN A FORM REASONABLY
SATISFACTORY  TO THE ISSUER THAT  REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR
APPLICABLE  STATE SECURITIES LAWS OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID
ACT.  NOTWITHSTANDING  THE FOREGOING,  THIS WARRANT MAY BE PLEDGED IN CONNECTION
WITH A BONA FIDE MARGIN ACCOUNT.

                          EUROPEAN MICRO HOLDINGS, INC.

                        WARRANT TO PURCHASE COMMON STOCK

Warrant No.: 001                                       Number of Shares: 500,000
Date of Issuance: August 24, 2000



                                      C-1
<PAGE>


European Micro Holdings,  Inc., a Nevada  corporation  (the  "COMPANY"),  hereby
certifies  that,  for Ten  United  States  Dollars  ($10.00)  and other good and
valuable  consideration,  the  receipt  and  sufficiency  of  which  are  hereby
acknowledged,  May  Davis  Group,  Inc.,  the  registered  holder  hereof or its
permitted  assigns,  is  entitled,  subject  to the terms set  forth  below,  to
purchase from the Company upon  surrender of this Warrant,  at any time or times
on or after  the date  hereof,  but not after  11:59  P.M.  Eastern  Time on the
Expiration Date (as defined herein) Five Hundred  Thousand  (500,000) fully paid
and nonassessable shares of Common Stock (as defined herein) of the Company (the
"WARRANT  SHARES") at the  purchase  price per share  provided  in Section  1(b)
below;  provided,  however,  that in no event  shall the holder be  entitled  to
exercise this Warrant for a number of Warrant Shares in excess of that number of
Warrant  Shares  which,  upon giving  effect to such  exercise,  would cause the
aggregate number of shares of Common Stock  beneficially owned by the holder and
its  affiliates  to exceed 4.99% of the  outstanding  shares of the Common Stock
following  such  exercise,  except within 60 days of the  Expiration  Date.  For
purposes of the  foregoing  proviso,  the  aggregate  number of shares of Common
Stock  beneficially  owned by the holder and its  affiliates  shall  include the
number of shares of Common  Stock  issuable  upon  exercise of this Warrant with
respect to which the  determination  of such  proviso is being  made,  but shall
exclude  shares of Common Stock which would be issuable upon (i) exercise of the
remaining,  unexercised  Warrants  beneficially  owned  by the  holder  and  its
affiliates  and (ii) exercise or conversion of the  unexercised  or  unconverted
portion of any other securities of the Company  beneficially owned by the holder
and its affiliates  (including,  without  limitation,  any convertible  notes or
preferred stock) subject to a limitation on conversion or exercise  analogous to
the limitation contained herein.  Except as set forth in the preceding sentence,
for purposes of this  paragraph,  beneficial  ownership  shall be  calculated in
accordance  with  Section  13(d) of the  Securities  Exchange  Act of  1934,  as
amended.  For purposes of this Warrant, in determining the number of outstanding
shares of Common Stock a holder may rely on the number of outstanding  shares of
Common  Stock as reflected  in (1) the  Company's  most recent Form 10-Q or Form
10-K, as the case may be, (2) a more recent public  announcement  by the Company
or (3) any other notice by the Company or its transfer  agent  setting forth the
number of shares of Common Stock  outstanding.  Upon the written  request of any
holder, the Company shall promptly,  but in no event later than one (1) Business
Day following the receipt of such notice,  confirm in writing to any such holder
the number of shares of Common Stock then  outstanding.  In any case, the number
of outstanding shares of Common Stock shall be determined after giving effect to
the  exercise of Warrants (as defined  below) by such holder and its  affiliates
since the date as of which such number of outstanding shares of Common Stock was
reported.

      Section 1.

            (a)   PLACEMENT  AGENT  AGREEMENT.  This  Warrant  is  one  of the
common  stock  purchase  warrants  (the  "WARRANTS")  issued  pursuant  to the
Placement  Agent Agreement dated as of August 24, 2000 between the Company and
May Davis Group, Inc. (the "PLACEMENT AGENT AGREEMENT").

            (b)   DEFINITIONS.  The following  words and terms as used in this
Warrant shall have the following meanings:

                  (i)  "APPROVED  STOCK PLAN" means any  employee  benefit  plan
which has been  approved by the Board of Directors  of the Company,  pursuant to
which  the  Company's  securities  may be  issued to any  employee,  officer  or
director for services provided to the Company.

                  (ii) "BUSINESS DAY" means any day other than Saturday,  Sunday
or other day on which commercial banks in the City of New York are authorized or
required by law to remain closed.

                  (iii)  "CLOSING  BID  PRICE"  means the  closing  bid price of
Common  Stock as  quoted on the  Principal  Market  (as  reported  by  Bloomberg
Financial Markets ("BLOOMBERG") through its "Volume at Price" function).

                  (iv) "COMMON STOCK" means (i) the Company's  common stock, par
value $0.01 per share,  and (ii) any capital  stock into which such Common Stock
shall have been changed or any capital stock  resulting from a  reclassification
of such Common Stock.


                                      C-2
<PAGE>


                  (v)  "CREDIT  AGREEMENT"  means  the  Equity  Line  of  Credit
Agreement dated as of August 24, 2000 between the Company and the Investor named
therein for the purchase of Common Stock by the Investor.

                  (vi) "EXCLUDED  SECURITIES"  means,  provided such security is
issued at a price which is greater  than or equal to the  arithmetic  average of
the Closing Bid Prices of the Common Stock for the ten (10) consecutive  trading
days immediately preceding the date of issuance,  any of the following:  (a) any
issuance by the Company of securities in connection with a strategic partnership
or a joint  venture  (the  primary  purpose  of  which  is not to  raise  equity
capital),  (b) any issuance by the Company of securities as consideration  for a
merger or consolidation or the acquisition of a business,  product,  license, or
other assets of another  person or entity and (c) options to purchase  shares of
Common  Stock,  provided  (I) such  options  are  issued  after the date of this
Warrant to employees of the Company within 30 days of such  employee's  starting
his employment with the Company,  and (II) the exercise price of such options is
not less than the CLOSING BID PRICE of the Common  Stock on the date of issuance
of such option.

                  (vii) "EXPIRATION DATE" means the date five (5) years from the
Issuance  Date of this  Warrant or, if such date falls on a Saturday,  Sunday or
other day on which banks are required or  authorized to be closed in the City of
New York or the State of New York or on which trading does not take place on the
Principal  Exchange or automated  quotation  system on which the Common Stock is
traded (a "HOLIDAY"), the next date that is not a Holiday.

                  (viii) "ISSUANCE DATE" means the date hereof.

                  (ix)  "OPTIONS"  means any  rights,  warrants  or  options  to
subscribe for or purchase Common Stock or Convertible Securities.

                  (x)   "OTHER  SECURITIES" means (i) those options and warrants
of the Company  issued prior to, and  outstanding  on, the Issuance Date of this
Warrant,  (ii) the shares of Common  Stock  issuable on exercise of such options
and  warrants,  provided  such options and  warrants  are not amended  after the
Issuance  Date of this  Warrant and (iii) the shares of Common  Stock  issuabale
upon exercise of this Warrant.

                  (xi)  "PERSON"  means  an  individual,   a  limited  liability
company,  a  partnership,   a  joint  venture,   a  corporation,   a  trust,  an
unincorporated  organization  and a  government  or  any  department  or  agency
thereof.

                  (xii) "PRINCIPAL  MARKET"  means the New York Stock  Exchange,
the American Stock  Exchange,  the Nasdaq National  Market,  the Nasdaq SmallCap
Market,  whichever is at the time the principal  trading  exchange or market for
such security,  or the over-the-counter  market on the electronic bulletin board
for such security as reported by BLOOMBERG or, if no bid or sale  information is
reported for such security by  BLOOMBERG,  then the average of the bid prices of
each of the market  makers for such security as reported in the "pink sheets" by
the National Quotation Bureau, Inc.


                                      C-3
<PAGE>


                  (xiii)"REGISTRATION  RIGHTS  AGREEMENT" means the Registration
Rights  Agreement  dated as of August 24, 2000 between the Company and May Davis
with respect to the registration  rights pertaining to the Common Stock issuable
upon exercise of this Warrant.

                  (xiv) "SECURITIES  ACT" means the  Securities  Act of 1933, as
amended.

                  (xv)  "WARRANT"  means this Warrant and all Warrants issued in
exchange, transfer or replacement thereof.

                  (xvi) "WARRANT EXERCISE PRICE" shall be $7.00.

                  (xvii)"WARRANT  SHARES"  means  the  shares  of  Common  Stock
issuable at any time upon exercise of this Warrant.

             (c)   OTHER DEFINITIONAL PROVISIONS.
                   -----------------------------

                   (i) Except as  otherwise  specified  herein,  all  references
 herein (A) to the Company shall be deemed to include the  Company's  successors
 and (B) to any  applicable  law defined or  referred to herein  shall be deemed
 references to such  applicable  law as the same may have been or may be amended
 or supplemented from time to time.

                   (ii) When used in this Warrant, the words "HEREIN", "HEREOF",
 and "HEREUNDER"  and words of similar import,  shall refer to this Warrant as a
 whole  and not to any  provision  of this  Warrant,  and the  words  "SECTION",
 "SCHEDULE",  and  "EXHIBIT"  shall  refer to  Sections  of, and  Schedules  and
 Exhibits to, this Warrant unless otherwise specified.

                   (iii)  Whenever  the context so requires,  the neuter  gender
 includes  the  masculine  or feminine,  and the  singular  number  includes the
 plural, and vice versa.

       Section 2.  EXERCISE OF WARRANT.
                   -------------------

             (a) Subject to the terms and conditions hereof, this Warrant may be
 exercised by the holder hereof then registered on the books of the Company, pro
 rata as hereinafter  provided,  at any time on any Business Day on or after the
 opening of business on such  Business  Day,  commencing  with the first Advance
 Date,  and prior to 11:59 P.M.  Eastern  Time on the  Expiration  Date,  by (i)
 delivery of a written notice,  in the form of the subscription  notice attached
 as EXHIBIT A hereto  (the  "EXERCISE  NOTICE"),  of such  holder's  election to
 exercise this Warrant,  which notice shall specify the number of Warrant Shares
 to be  purchased,  (ii) (A)  payment to the  Company of an amount  equal to the
 Warrant  Exercise  Price(s)  applicable to the Warrant Shares being  purchased,
 multiplied by the number of Warrant Shares (at the applicable  Warrant Exercise
 Price) as to which this Warrant is being exercised  (plus any applicable  issue
 or transfer taxes) (the "AGGREGATE EXERCISE PRICE") in cash or wire transfer of
 immediately  available  funds or (B)  notification  to the  Company  that  this
 Warrant is being  exercised  pursuant  to a Cashless  Exercise  (as  defined in


                                      C-4
<PAGE>


 Section  2(f)) and (iii) the  surrender of this Warrant (or an  indemnification
 undertaking  with  respect to this  Warrant  in the case of its loss,  theft or
 destruction) to a common carrier for overnight  delivery to the Company as soon
 as practicable  following such date. In the event of any exercise of the rights
 represented  by this Warrant in compliance  with this Section 2(a), the Company
 shall on the second  Business Day following the date of receipt of the Exercise
 Notice,  the Aggregate  Exercise  Price (or notice of a Cashless  Exercise) and
 this Warrant (or an indemnification undertaking with respect to this Warrant in
 the  case of its  loss,  theft  or  destruction)  and,  except  for a  Cashless
 Exercise, the receipt of the representations of the holder specified in Section
 6 hereof,  if requested by the Company.  (the "EXERCISE  DELIVERY  DOCUMENTS"),
 credit  such  aggregate  number of shares of Common  Stock to which the  holder
 shall be entitled to the holder's or its  designee's  balance  account with The
 Depository Trust Company;  provided,  however,  if the holder who submitted the
 Exercise  Notice  requested  physical  delivery  of any  or all of the  Warrant
 Shares,  then the Company shall, on or before the second Business Day following
 receipt of the Exercise  Delivery  Documents,  issue and  surrender to a common
 carrier for overnight delivery to the address specified in the Exercise Notice,
 a certificate,  registered in the name of the holder,  for the number of shares
 of Common Stock to which the holder shall be entitled pursuant to such request.
 Upon delivery of the Exercise  Notice and Aggregate  Exercise Price referred to
 in clause (ii)(A) above or notification  to the Company of a Cashless  Exercise
 referred to in Section 2(e), the holder of this Warrant shall be deemed for all
 corporate  purposes to have  become the holder of record of the Warrant  Shares
 with respect to which this Warrant has been exercised. In the case of a dispute
 as to the determination of the Warrant Exercise Price, the Closing Bid Price or
 the arithmetic  calculation of the Warrant  Shares,  the Company shall promptly
 issue to the holder the number of Warrant Shares that is not disputed and shall
 submit the disputed determinations or arithmetic calculations to the holder via
 facsimile  within one (1)  Business  Day of receipt  of the  holder's  Exercise
 Notice.   If  the  holder  and  the  Company  are  unable  to  agree  upon  the
 determination  of the Warrant  Exercise Price or arithmetic  calculation of the
 Warrant Shares within one (1) day of such disputed  determination or arithmetic
 calculation  being submitted to the holder,  then the Company shall immediately
 submit via facsimile  (i) the disputed  determination  of the Warrant  Exercise
 Price or the Closing Bid Price to an independent,  reputable investment banking
 firm or (ii) the disputed  arithmetic  calculation of the Warrant Shares to its
 independent,  outside accountant The Company shall cause the investment banking
 firm or the accountant,  as the case may be, to perform the  determinations  or
 calculations and notify the Company and the holder of the results no later than
 forty-eight (48) hours from the time it receives the disputed determinations or
 calculations.  Such investment banking firm's or accountant's  determination or
 calculation,  as the case may be, shall be deemed  conclusive  absent  manifest
 error.

             (b)  Unless  the  rights  represented  by this  Warrant  shall have
 expired or shall have been  fully  exercised,  the  Company  shall,  as soon as
 practicable  and in no event  later  than  five (5)  Business  Days  after  any
 exercise and at its own expense,  issue a new Warrant identical in all respects
 to this  Warrant  exercised  except it shall  represent  rights to purchase the
 number of Warrant Shares  purchasable  immediately prior to such exercise under
 this Warrant exercised, less the number of Warrant Shares with respect to which
 such Warrant is exercised.


             (c) No fractional Warrant Shares are to be issued upon any pro rata
 exercise of this Warrant,  but rather the number of Warrant  Shares issued upon
 such  exercise of this Warrant shall be rounded up or down to the nearest whole
 number.


                                      C-5
<PAGE>


             (d) If the Company or its Transfer  Agent shall fail for any reason
 or for no  reason  to issue to the  holder  within  ten (10)  Business  Days of
 receipt of the Exercise  Delivery  Documents,  a certificate  for the number of
 Warrant  Shares  to which the  holder is  entitled  or to credit  the  holder's
 balance  account with The  Depository  Trust Company for such number of Warrant
 Shares to which the  holder is  entitled  upon the  holder's  exercise  of this
 Warrant,  the  Company  shall,  in addition  to any other  remedies  under this
 Warrant or the Placement Agent Agreement or otherwise available to such holder,
 pay as  additional  damages in cash to such holder on each day the  issuance of
 such  certificate  for Warrant Shares is not timely effected an amount equal to
 0.5% of the  product of (A) the sum of the number of Warrant  Shares not issued
 to the holder on a timely  basis and to which the holder is  entitled,  and (B)
 the  Closing  Bid Price of the Common  Stock for the  trading  day  immediately
 preceding  the last  possible  date which the  Company  could have  issued such
 Common Stock to the holder without violating this Section 2.

             (e) If within ten (10) Business Days after the Companys  receipt of
 the Exercise Delivery Documents,  the Company fails to deliver a new Warrant to
 the holder for the number of Warrant  Shares to which such  holder is  entitled
 pursuant to Section  2(b)  hereof,  then,  in  addition to any other  available
 remedies  under this Warrant or the  Placement  Agent  Agreement,  or otherwise
 available to such holder,  the Company shall pay as additional  damages in cash
 to such  holder on each day after  such  tenth  (10th)  Business  Day that such
 delivery of such new Warrant is not timely effected in an amount equal to 0.25%
 of the product of (A) the number of Warrant  Shares  represented by the portion
 of this Warrant  which is not being  exercised and (B) the Closing Bid Price of
 the Common Stock for the trading day  immediately  preceding  the last possible
 date which the Company  could have issued  such  Warrant to the holder  without
 violating this Section 2.

             (f)  If  the  Warrant  Shares  are  not  covered  by  an  effective
 registration statement for the resale of the Warrant Shares, the holder of this
 Warrant may, at its election  exercised in its sole  discretion,  exercise this
 Warrant  to the  extent  then  exercisable,  in lieu of making  payment  of the
 Aggregate  Exercise Price in cash,  elect instead to receive upon such exercise
 the "Net  Number"  of  shares  of  Common  Stock  determined  according  to the
 following formula (a "CASHLESS EXERCISE"):

       Net Number = (A X B) - (A X C)
                    -----------------
                            B
             For purposes of the foregoing formula:

                  A= the total  number of Warrant  Shares with  respect to which
                  this Warrant is then being exercised.

                  B= the  Closing  Bid Price of the Common  Stock on the date of
                  exercise of the Warrant.


                  C=  the  Warrant   Exercise  Price  then  in  effect  for  the
                  applicable Warrant Shares at the time of such exercise.


                                      C-6
<PAGE>


      Section 3.  COVENANTS AS TO COMMON STOCK.  The Company hereby  covenants
and agrees as follows:

            (a) This Warrant is, and any Warrants issued in substitution  for or
replacement  of this Warrant will upon issuance be, duly  authorized and validly
issued.

            (b) All Warrant  Shares which may be issued upon the exercise of the
rights represented by this Warrant will, upon issuance, be validly issued, fully
paid and nonassessable  and free from all taxes,  liens and charges with respect
to the issue thereof.

            (c) During the period  within which the rights  represented  by this
Warrant may be  exercised,  the Company  will at all times have  authorized  and
reserved at least 100% of the number of shares of Common Stock needed to provide
for the  exercise of the rights  then  represented  by this  Warrant and the par
value of said shares  will at all times be less than or equal to the  applicable
Warrant Exercise Price.

            (d) The Company shall  promptly file a  registration  statement with
the  Securities  and  Exchange  Commission  to secure the listing of the Warrant
Shares on the  Principal  Market  in  accordance  with the terms and  conditions
regarding  the  registration  rights of  holders  of  Warrants  set forth in the
Registration Rights Agreement and shall maintain, so long as any other shares of
Common Stock shall be so listed, such listing of all Warrant Shares from time to
time issuable  upon the exercise of this Warrant;  and the Company shall so list
on each national  securities exchange or automated quotation system, as the case
may be, and shall maintain such listing of, any other shares of capital stock of
the Company  issuable  upon the  exercise of this  Warrant if and so long as any
shares of the same class shall be listed on such national securities exchange or
automated quotation system.

            (e) The  Company  will  not,  by  amendment  of its  Certificate  of
Incorporation or through any reorganization,  transfer of assets, consolidation,
merger, dissolution, issue or sale of securities, or any other voluntary action,
avoid or seek to avoid the  observance or  performance of any of the terms to be
observed  or  performed  by it  hereunder,  but will at all times in good  faith
assist in the  carrying  out of all the  provisions  of this  Warrant and in the
taking of all such action as may  reasonably  be requested by the holder of this
Warrant in order to protect the exercise privilege of the holder of this Warrant
against dilution or other  impairment,  consistent with the tenor and purpose of
this  Warrant.  The  Company  will not  increase  the par value of any shares of
Common Stock  receivable  upon the  exercise of this  Warrant  above the Warrant
Exercise  Price  then in effect,  and (ii) will take all such  actions as may be
necessary or appropriate in order that the Company may validly and legally issue
fully paid and  nonassessable  shares of Common  Stock upon the exercise of this
Warrant.

            (f) This Warrant will be binding upon any entity  succeeding  to the
Company by merger,  consolidation or acquisition of all or substantially  all of
the Company's assets.

      Section 4.  TAXES.  The  Company  shall pay any and all taxes,  except any
applicable  withholding,  which may be payable  with respect to the issuance and
delivery of Warrant Shares upon exercise of this Warrant.


                                      C-7
<PAGE>


      Section 5. WARRANT  HOLDER NOT DEEMED A  STOCKHOLDER.  Except as otherwise
specifically  provided  herein,  no holder,  as such,  of this Warrant  shall be
entitled to vote or receive  dividends  or be deemed the holder of shares of the
Company  for any  purpose,  nor shall  anything  contained  in this  Warrant  be
construed  to confer  upon the holder  hereof,  as such,  any of the rights of a
stockholder of the Company or any right to vote, give or withhold consent to any
corporate action (whether any reorganization,  issue of stock,  reclassification
of stock,  consolidation,  merger,  conveyance or otherwise),  receive notice of
meetings,  receive dividends or subscription rights, or otherwise,  prior to the
issuance to the holder of this Warrant of the Warrant  Shares which he or she is
then  entitled to receive  upon the due exercise of this  Warrant.  In addition,
nothing contained in this Warrant shall be construed as imposing any liabilities
on such holder to purchase  any  securities  (upon  exercise of this  Warrant or
otherwise)  or as a stockholder  of the Company,  whether such  liabilities  are
asserted by the Company or by  creditors of the  Company.  Notwithstanding  this
Section 5, the Company  will  provide the holder of this  Warrant with copies of
the same notices and other  information given to the stockholders of the Company
generally, contemporaneously with the giving thereof to the stockholders.

      Section 6.  REPRESENTATIONS OF HOLDER. The holder of this Warrant,  by the
acceptance hereof,  represents that it is acquiring this Warrant and the Warrant
Shares for its own account for investment  only and not with a view towards,  or
for resale in connection  with, the public sale or  distribution of this Warrant
or the Warrant Shares, except pursuant to sales registered or exempted under the
Securities Act; provided,  however,  that by making the representations  herein,
the holder does not agree to hold this Warrant or any of the Warrant  Shares for
any minimum or other  specific  term and  reserves  the right to dispose of this
Warrant and the Warrant  Shares at any time in accordance  with or pursuant to a
registration  statement or an exemption  under the Securities Act. The holder of
this Warrant further  represents,  by acceptance hereof,  that, as of this date,
such  holder  is an  "accredited  investor"  as  such  term is  defined  in Rule
501(a)(1) of Regulation D promulgated by the Securities and Exchange  Commission
under the  Securities  Act (an  "ACCREDITED  INVESTOR").  Upon  exercise of this
Warrant,  other than  pursuant  to a Cashless  Exercise,  the holder  shall,  if
requested  by the Company,  confirm in writing,  in a form  satisfactory  to the
Company,  that the Warrant Shares so purchased are being acquired solely for the
holder's own account and not as a nominee for any other party,  for  investment,
and not with a view  toward  distribution  or resale and that such  holder is an
Accredited  Investor.  If such holder cannot make such  representations  because
they would be  factually  incorrect,  it shall be a condition  to such  holder's
exercise of this Warrant,  other than pursuant to a Cashless Exercise,  that the
Company receive such other  representations as the Company considers  reasonably
necessary  to assure  the  Company  that the  issuance  of its  securities  upon
exercise of this Warrant shall not violate any United States or state securities
laws.


                                      C-8
<PAGE>


      Section 7.  OWNERSHIP AND TRANSFER.
                  ----------------------

            (a) The Company shall  maintain at its principal  executive  offices
(or such other office or agency of the Company as it may  designate by notice to
the holder  hereof),  a register for this  Warrant,  in which the Company  shall
record the name and  address of the person in whose name this  Warrant  has been
issued,  as well as the name and  address of each  transferee.  The  Company may
treat the person in whose name any Warrant is  registered on the register as the
owner and holder  thereof for all  purposes,  notwithstanding  any notice to the
contrary,  but in all events  recognizing  any transfers made in accordance with
the terms of this Warrant.

            (b) The  Company is  obligated  to register  the Warrant  Shares for
resale under the Securities Act pursuant to the  Registration  Rights  Agreement
and the  initial  holder of this  Warrant  (and  certain  assignees  thereof) is
entitled  to the  registration  rights in respect of the  Warrant  Shares as set
forth in the Registration Rights Agreement.

      Section 8. ADJUSTMENT OF WARRANT EXERCISE PRICE AND NUMBER OF SHARES.  The
Warrant  Exercise  Price and the number of shares of Common Stock  issuable upon
exercise of this Warrant shall be adjusted from time to time as follows:

            (a)  ADJUSTMENT OF WARRANT  EXERCISE PRICE AND NUMBER OF SHARES UPON
ISSUANCE OF COMMON STOCK.  If and whenever on or after the Issuance Date of this
Warrant,  the Company issues or sells,  or is deemed to have issued or sold, any
shares of Common Stock (other than (i)  Excluded  Securities  and (ii) shares of
Common  Stock  which are issued or deemed to have been  issued by the Company in
connection  with an Approved  Stock Plan or upon  exercise or  conversion of the
Other  Securities)  for a  consideration  per  share  less  than  a  price  (the
"APPLICABLE  PRICE") equal to the Warrant  Exercise Price in effect  immediately
prior to such issuance or sale,  then  immediately  after such issue or sale the
Warrant  Exercise  Price then in effect  shall be reduced to an amount  equal to
such  consideration per share. Upon each such adjustment of the Warrant Exercise
Price  hereunder,  the number of Warrant  Shares  issuable upon exercise of this
Warrant shall be adjusted to the number of shares  determined by multiplying the
Warrant  Exercise Price in effect  immediately  prior to such  adjustment by the
number of Warrant  Shares  issuable  upon  exercise of this Warrant  immediately
prior to such  adjustment  and  dividing  the  product  thereof  by the  Warrant
Exercise Price resulting from such adjustment.

            (b)   EFFECT ON  WARRANT  EXERCISE  PRICE OF CERTAIN  EVENTS.  For
                  ------------------------------------------------------
purposes of  determining  the adjusted  Warrant  Exercise  Price under Section
8(a) above, the following shall be applicable:

                  (i) ISSUANCE OF OPTIONS. If after the date hereof, the Company
in any manner  grants any Options  and the lowest  price per share for which one
share of Common  Stock is issuable  upon the exercise of any such Option or upon
conversion or exchange of any Convertible  Securities  issuable upon exercise of
any such  Option is less than the  Applicable  Price,  then such share of Common
Stock shall be deemed to be outstanding  and to have been issued and sold by the
Company at the time of the  granting  or sale of such  Option for such price per
share.  For  purposes of this  Section  8(b)(i),  the lowest price per share for


                                      C-9
<PAGE>


which one share of Common  Stock is issuable  upon  exercise of such  Options or
upon conversion or exchange of such Convertible Securities shall be equal to the
sum of the lowest  amounts of  consideration  (if any) received or receivable by
the Company  with  respect to any one share of Common Stock upon the granting or
sale of the Option,  upon exercise of the Option or upon  conversion or exchange
of any Convertible  Security  issuable upon exercise of such Option.  No further
adjustment of the Warrant  Exercise Price shall be made upon the actual issuance
of such Common Stock or of such Convertible Securities upon the exercise of such
Options or upon the actual  issuance of such  Common  Stock upon  conversion  or
exchange of such Convertible Securities.

                  (ii) ISSUANCE OF CONVERTIBLE SECURITIES. If the Company in any
manner issues or sells any Convertible Securities and the lowest price per share
for which one share of Common Stock is issuable upon the  conversion or exchange
thereof is less than the Applicable Price, then such share of Common Stock shall
be deemed to be  outstanding  and to have been issued and sold by the Company at
the time of the issuance or sale of such  Convertible  Securities for such price
per share. For the purposes of this Section 8(b)(ii), the lowest price per share
for which one share of Common Stock is issuable upon such conversion or exchange
shall  be equal  to the sum of the  lowest  amounts  of  consideration  (if any)
received or  receivable by the Company with respect to one share of Common Stock
upon the issuance or sale of the  Convertible  Security and upon  conversion  or
exchange of such  Convertible  Security.  No further  adjustment  of the Warrant
Exercise Price shall be made upon the actual  issuance of such Common Stock upon
conversion or exchange of such Convertible Securities,  and if any such issue or
sale of such  Convertible  Securities  is made upon  exercise of any Options for
which  adjustment  of the  Warrant  Exercise  Price  had  been or are to be made
pursuant to other provisions of this Section 8(b), no further  adjustment of the
Warrant Exercise Price shall be made by reason of such issue or sale.

                  (iii)  CHANGE IN OPTION  PRICE OR RATE OF  CONVERSION.  If the
purchase price provided for in any Options,  the  additional  consideration,  if
any,  payable  upon  the  issue,  conversion  or  exchange  of  any  Convertible
Securities, or the rate at which any Convertible Securities are convertible into
or exchangeable for Common Stock changes at any time, the Warrant Exercise Price
in effect at the time of such change  shall be adjusted to the Warrant  Exercise
Price  which  would  have  been in  effect  at such  time  had such  Options  or
Convertible  Securities  provided for such changed  purchase  price,  additional
consideration  or  changed  conversion  rate,  as the case  may be,  at the time
initially granted, issued or sold and the number of Warrant Shares issuable upon
exercise of this Warrant shall be  correspondingly  readjusted.  For purposes of
this Section 8(b)(iii),  if the terms of any Option or Convertible Security that
was  outstanding  as of the  Issuance  Date of this  Warrant  are changed in the
manner  described in the  immediately  preceding  sentence,  then such Option or
Convertible  Security  and the  Common  Stock  deemed  issuable  upon  exercise,
conversion  or  exchange  thereof  shall be deemed to have been issued as of the
date of such change.  No adjustment  pursuant to this Section 8(b) shall be made
if such  adjustment  would result in an increase of the Warrant  Exercise  Price
then in effect.

            (c)   EFFECT ON  WARRANT  EXERCISE  PRICE OF CERTAIN  EVENTS.  For
purposes of  determining  the adjusted  Warrant  Exercise Price under Sections
8(a) and 8(b), the following shall be applicable:

                  (i)  CALCULATION  OF  CONSIDERATION  RECEIVED.  If any  Common
Stock,  Options or  Convertible  Securities are issued or sold or deemed to have


                                      C-10
<PAGE>


been  issued or sold for cash,  the  consideration  received  therefore  will be
deemed to be the net amount  received  by the Company  therefore.  If any Common
Stock, Options or Convertible  Securities are issued or sold for a consideration
other than cash, the amount of such  consideration  received by the Company will
be the  fair  value  of such  consideration,  except  where  such  consideration
consists of  marketable  securities,  in which case the amount of  consideration
received by the Company will be the Market Price of such  securities on the date
of  receipt of such  securities.  If any Common  Stock,  Options or  Convertible
Securities  are issued to the owners of the  non-surviving  entity in connection
with any merger in which the  Company  is the  surviving  entity,  the amount of
consideration  therefore  will be deemed to be the fair value of such portion of
the net assets and business of the  non-surviving  entity as is  attributable to
such Common Stock,  Options or Convertible  Securities,  as the case may be. The
fair value of any consideration other than cash or securities will be determined
jointly  by the  Company  and the  holders  of  Warrants  representing  at least
two-thirds (b) of the Warrant Shares issuable upon exercise of the Warrants then
outstanding.  If such parties are unable to reach agreement within ten (10) days
after the occurrence of an event requiring  valuation (the  "VALUATION  EVENT"),
the fair value of such consideration will be determined within five (5) Business
Days  after  the  tenth  (10th  )  day  following  the  Valuation  Event  by  an
independent, reputable appraiser jointly selected by the Company and the holders
of Warrants  representing at least two-thirds (b) of the Warrant Shares issuable
upon  exercise of the  Warrants  then  outstanding.  The  determination  of such
appraiser  shall be final and binding upon all parties and the fees and expenses
of such  appraiser  shall be borne  jointly by the  Company  and the  holders of
Warrants.

                  (ii) INTEGRATED TRANSACTIONS.  In case any Option is issued in
connection with the issue or sale of other  securities of the Company,  together
comprising one  integrated  transaction  in which no specific  consideration  is
allocated to such Options by the parties thereto,  the Options will be deemed to
have been issued for a consideration of $.01.

                  (iii)  TREASURY  SHARES.  The number of shares of Common Stock
outstanding  at any given time does not include  shares  owned or held by or for
the account of the Company,  and the  disposition of any shares so owned or held
will be considered an issue or sale of Common Stock.

                  (iv) RECORD DATE. If the Company takes a record of the holders
of Common Stock for the purpose of  entitling  them (1) to receive a dividend or
other distribution payable in Common Stock, Options or in Convertible Securities
or (2) to  subscribe  for or  purchase  Common  Stock,  Options  or  Convertible
Securities,  then such record date will be deemed to be the date of the issue or
sale of the shares of Common  Stock  deemed to have been issued or sold upon the
declaration  of such  dividend or the making of such other  distribution  or the
date of the granting of such right of subscription or purchase,  as the case may
be.

            (d)  ADJUSTMENT  OF  WARRANT  EXERCISE  PRICE  UPON  SUBDIVISION  OR
COMBINATION  OF  COMMON  STOCK.  If the  Company  at any time  after the date of
issuance  of this  Warrant  subdivides  (by any  stock  split,  stock  dividend,
recapitalization  or otherwise) one or more classes of its outstanding shares of
Common  Stock into a greater  number of shares,  any Warrant  Exercise  Price in
effect immediately prior to such subdivision will be proportionately reduced and


                                      C-11
<PAGE>


the number of shares of Common Stock  obtainable  upon  exercise of this Warrant
will be proportionately  increased. If the Company at any time after the date of
issuance  of this  Warrant  combines  (by  combination,  reverse  stock split or
otherwise) one or more classes of its outstanding  shares of Common Stock into a
smaller number of shares, any Warrant Exercise Price in effect immediately prior
to such combination will be proportionately  increased and the number of Warrant
Shares issuable upon exercise of this Warrant will be proportionately decreased.
Any  adjustment  under this Section 8(d) shall become  effective at the close of
business on the date the subdivision or combination becomes effective.

            (e) DISTRIBUTION OF ASSETS. If the Company shall declare or make any
dividend or other  distribution  of its assets (or rights to acquire its assets)
to holders of Common Stock, by way of return of capital or otherwise (including,
without  limitation,  any  distribution  of cash,  stock  or  other  securities,
property or options by way of a dividend, spin off, reclassification,  corporate
rearrangement  or other similar  transaction)  (a  "DISTRIBUTION"),  at any time
after the issuance of this Warrant, then, in each such case:

                  (i) any Warrant Exercise Price in effect  immediately prior to
the close of business on the record date fixed for the  determination of holders
of Common Stock entitled to receive the Distribution shall be reduced, effective
as of the close of  business  on such  record  date,  to a price  determined  by
multiplying such Warrant Exercise Price by a fraction of which (A) the numerator
shall  be the  Closing  Sale  Price  of the  Common  Stock  on the  trading  day
immediately  preceding such record date minus the value of the  Distribution (as
determined in good faith by the Company's Board of Directors)  applicable to one
share of Common Stock,  and (B) the denominator  shall be the Closing Sale Price
of the Common Stock on the trading day  immediately  preceding such record date;
and

                  (ii) either (A) the number of Warrant Shares  obtainable  upon
exercise of this  Warrant  shall be increased to a number of shares equal to the
number of shares of Common Stock  obtainable  immediately  prior to the close of
business  on the record  date fixed for the  determination  of holders of Common
Stock entitled to receive the  Distribution  multiplied by the reciprocal of the
fraction set forth in the immediately  preceding clause (i), or (B) in the event
that the  Distribution  is of common  stock of a company  whose  common stock is
traded on a  national  securities  exchange  or a national  automated  quotation
system,  then the holder of this Warrant shall receive an additional  warrant to
purchase  Common  Stock,  the terms of which shall be identical to those of this
Warrant,  except that such warrant shall be  exercisable  into the amount of the
assets that would have been  payable to the holder of this  Warrant  pursuant to
the Distribution had the holder exercised this Warrant immediately prior to such
record date and with an exercise price equal to the amount by which the exercise
price of this Warrant was decreased with respect to the Distribution pursuant to
the terms of the immediately preceding clause (i).

            (f) CERTAIN EVENTS.  If any event occurs of the type contemplated by
the  provisions  of  this  Section  8 but  not  expressly  provided  for by such
provisions  (including,  without limitation,  the granting of stock appreciation
rights,  phantom  stock rights or other rights with equity  features),  then the
Company's Board of Directors will make an appropriate  adjustment in the Warrant
Exercise Price and the number of shares of Common Stock obtainable upon exercise


                                      C-12
<PAGE>


of this  Warrant so as to protect  the  rights of the  holders of the  Warrants;
provided that no such adjustment pursuant to this Section 8(f) will increase the
Warrant  Exercise  Price or  decrease  the  number of  shares  of  Common  Stock
obtainable as otherwise determined pursuant to this Section 8.

            (g)   NOTICES.
                  -------

                  (i)  Immediately  upon any adjustment of the Warrant  Exercise
Price,  the  Company  will give  written  notice  thereof  to the holder of this
Warrant, setting forth in reasonable detail, and certifying,  the calculation of
such adjustment.

                  (ii) The  Company  will give  written  notice to the holder of
this  Warrant  at least  ten (10) days  prior to the date on which  the  Company
closes  its  books  or  takes a  record  (A) with  respect  to any  dividend  or
distribution   upon  the  Common  Stock,  (B)  with  respect  to  any  pro  rata
subscription  offer to holders of Common Stock or (C) for determining  rights to
vote with  respect to any Organic  Change (as  defined  below),  dissolution  or
liquidation,  provided that such  information  shall be made known to the public
prior to or in conjunction with such notice being provided to such holder.

                  (iii) The Company will also give written  notice to the holder
of this  Warrant at least ten (10) days  prior to the date on which any  Organic
Change,   dissolution  or  liquidation  will  take  place,  provided  that  such
information  shall be made known to the public prior to or in  conjunction  with
such notice being provided to such holder.

Section 9.  PURCHASE RIGHTS; REORGANIZATION, RECLASSIFICATION, CONSOLIDATION,
            ------------------------------------------------------------------
            MERGER OR SALE.
            --------------

            (a) In addition to any  adjustments  pursuant to Section 8 above, if
at any  time the  Company  grants,  issues  or sells  any  Options,  Convertible
Securities or rights to purchase stock,  warrants,  securities or other property
pro rata to the  record  holders  of any class of Common  Stock  (the  "PURCHASE
RIGHTS"),  then the holder of this Warrant will be entitled to acquire, upon the
terms  applicable to such Purchase Rights,  the aggregate  Purchase Rights which
such holder could have  acquired if such holder had held the number of shares of
Common Stock  acquirable  upon  complete  exercise of this  Warrant  immediately
before  the date on which a record is taken for the grant,  issuance  or sale of
such Purchase  Rights,  or, if no such record is taken, the date as of which the
record holders of Common Stock are to be determined for the grant, issue or sale
of such Purchase Rights.

             (b)   Any   recapitalization,   reorganization,   reclassification,
consolidation,  merger, sale of all or substantially all of the Company's assets
to another Person or other  transaction in each case which is effected in such a
way that  holders of Common Stock are  entitled to receive  (either  directly or
upon subsequent  liquidation) stock,  securities or assets with respect to or in
exchange for Common Stock is referred to herein as an "ORGANIC CHANGE". Prior to
the  consummation of any (i) sale of all or  substantially  all of the Company's
assets to an acquiring  Person or (ii) other Organic Change  following which the
Company is not a  surviving  entity,  the  Company  will  secure from the Person
purchasing  such assets or the successor  resulting from such Organic Change (in
each case,  the "ACQUIRING  ENTITY") a written  agreement (in form and substance


                                      C-13
<PAGE>


satisfactory to the holders of Warrants  representing at least  two-thirds (iii)
of the Warrant Shares  issuable upon exercise of the Warrants then  outstanding)
to deliver to each holder of Warrants in exchange for such Warrants,  a security
of the Acquiring Entity evidenced by a written instrument  substantially similar
in form and  substance  to this Warrant and  satisfactory  to the holders of the
Warrants  (including an adjusted  warrant  exercise price equal to the value for
the Common Stock reflected by the terms of such  consolidation,  merger or sale,
and exercisable for a corresponding  number of shares of Common Stock acquirable
and receivable  upon exercise of the Warrants  without regard to any limitations
on  exercise,  if the value so  reflected  is less than any  Applicable  Warrant
Exercise Price immediately prior to such  consolidation,  merger or sale). Prior
to the  consummation  of any  other  Organic  Change,  the  Company  shall  make
appropriate  provision  (in form and  substance  satisfactory  to the holders of
Warrants representing a majority of the Warrant Shares issuable upon exercise of
the  Warrants  then  outstanding)  to  insure  that each of the  holders  of the
Warrants will  thereafter have the right to acquire and receive in lieu of or in
addition  to (as the case may be) the  Warrant  Shares  immediately  theretofore
issuable and  receivable  upon the exercise of such holder's  Warrants  (without
regard to any  limitations  on  exercise),  such shares of stock,  securities or
assets  that would  have been  issued or payable  in such  Organic  Change  with
respect to or in exchange for the number of Warrant Shares which would have been
issuable and  receivable  upon the exercise of such  holder's  Warrant as of the
date of such Organic  Change  (without  taking into account any  limitations  or
restrictions on the exercisability of this Warrant).

      Section 10. FORCED CONVERSION.  The Company shall have the right to  force
conversion  provided that the Closing Bid Price of the Company's Common Stock is
$10.00 or higher per share for ten (10) consecutive trading days.


      Section 11. LOST, STOLEN,  MUTILATED OR DESTROYED WARRANT. If this Warrant
is lost, stolen,  mutilated or destroyed, the Company shall promptly, on receipt
of an indemnification  undertaking (or, in the case of a mutilated Warrant,  the
Warrant),  issue a new Warrant of like denomination and tenor as this Warrant so
lost, stolen, mutilated or destroyed.

      Section 12. NOTICE. Any notices, consents, waivers or other communications
required or  permitted  to be given under the terms of this  Warrant  must be in
writing  and will be deemed  to have  been  delivered:  (i) upon  receipt,  when
delivered  personally;  (ii)  upon  receipt,  when sent by  facsimile  (provided
confirmation  of  receipt is  received  by the  sending  party  transmission  is
mechanically or electronically generated and kept on file by the sending party);
or (iii) one Business Day after deposit with a nationally  recognized  overnight
delivery  service,  in each case properly  addressed to the party to receive the
same. The addresses and facsimile numbers for such communications shall be:


      If to the Holder:
            May Davis Group, Inc.
            1 World Trade Center, Suite 8735
            New York, NY 10048
            Telephone: (212) 775-7400
            Facsimile: (212) 775-8166
            Attention: Michael Jacobs


                                      C-14
<PAGE>


      With Copy to:
            Butler Gonzalez LLP
            1000 Stuyvesant Avenue
            Suite # 6
            Union, NJ  07083
            Telephone: (908) 810-8588
            Facsimile: (908) 810-0873
            Attention: David Gonzalez, Esq.

      If to the Company:
            European Micro Holdings, Inc.
            6073 N.W. 167th Street
            Unit C-25
            Miami, Fl 33015
            Telephone: (305) 825-2458
            Facsimile:   (305) 362-4854
            Attention: John B. Gallagher, Co-President

      With a copy to:
            Kirkpatrick & Lockhart
            201 Biscayne Blvd.
            Suite 2000
            Miami, Fl  33131
            Attention: Clayton Parker, Esq.
            Telephone:  (305) 539-3306
            Facsimile:  (305) 358-7095

If to a holder of this Warrant,  to it at the address and  facsimile  number set
forth in the Credit Agreement,  with copies to such holder's  representatives as
set forth in such Credit  Agreement,  or at such other  address and facsimile as
shall be delivered to the Company upon the issuance or transfer of this Warrant.
Each party shall provide five days' prior  written  notice to the other party of
any change in address or facsimile number.  Written  confirmation of receipt (A)
given by the  recipient  of such  notice,  consent,  facsimile  ,waiver or other
communication,  (or (B) provided by a nationally  recognized  overnight delivery
service shall be rebuttable  evidence of personal service,  receipt by facsimile
or receipt from a nationally recognized overnight delivery service in accordance
with clause (i), (ii) or (iii) above, respectively.

      Section  13.  DATE.  The date of this  Warrant is August 24_,  2000.  This
Warrant, in all events, shall be wholly void and of no effect after the close of
business  on  the  Expiration  Date,  except  that   notwithstanding  any  other
provisions  hereof,  the provisions of Section 8(b) shall continue in full force
and effect after such date as to any Warrant Shares or other  securities  issued
upon the exercise of this Warrant.

      Section 14. AMENDMENT AND WAIVER. Except as otherwise provided herein, the
provisions  of the  Warrants  may be amended and the Company may take any action


                                      C-15
<PAGE>


herein prohibited, or omit to perform any act herein required to be performed by
it,  only if the  Company has  obtained  the  written  consent of the holders of
Warrants  representing  at least  two-thirds of the Warrant Shares issuable upon
exercise of the  Warrants  then  outstanding;  provided  that no such action may
increase the Warrant Exercise Price or decrease the number of shares or class of
stock obtainable upon exercise of any Warrant without the written consent of the
holder of such Warrant.

      Section 15. DESCRIPTIVE HEADINGS;  GOVERNING LAW. The descriptive headings
of the  several  sections  and  paragraphs  of this  Warrant  are  inserted  for
convenience  only and do not  constitute a part of this  Warrant.  The corporate
laws of the State of Nevada  shall  govern all issues  concerning  the  relative
rights of the Company and its stockholders.  All other questions  concerning the
construction,  validity, enforcement and interpretation of this Warrant shall be
governed by the internal laws of the State of New York, without giving effect to
any choice of law or conflict of law  provision or rule (whether of the State of
New York, or any other  jurisdiction)  that would cause the  application  of the
laws of any jurisdiction other than the State of New York.

                            [SIGNATURE PAGE FOLLOWS]


                                      C-16
<PAGE>


      IN WITNESS  WHEREOF,  the Company has caused this  Warrant to be signed by
John B. Gallagher, its Co-President, as of the 24th day of August, 2000.

                                       EUROPEAN MICRO HOLDINGS, INC.

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


                                      C-17
<PAGE>


                              EXHIBIT A TO WARRANT
                              --------------------

                                SUBSCRIPTION FORM

        TO BE EXECUTED BY THE REGISTERED HOLDER TO EXERCISE THIS WARRANT

                          EUROPEAN MICRO HOLDINGS, INC.

      The   undersigned   holder   hereby   exercises   the  right  to  purchase
_________________  of the shares of Common Stock ("WARRANT  SHARES") of European
Micro Holdings,  Inc., a Nevada  corporation (the  "COMPANY"),  evidenced by the
attached  Warrant  (the  "WARRANT").  Capitalized  terms  used  herein  and  not
otherwise defined shall have the respective meanings set forth in the Warrant.

      1. Form of Warrant  Exercise  Price.  The Holder intends that payment of
the Warrant Exercise Price shall be made as:

            ____________      a    "CASH    EXERCISE"    with    respect    to
                              _________________ Warrant Shares; and/or

            ____________      a   "CASHLESS    EXERCISE"   with   respect   to
                              _______________  Warrant  Shares  (to the extent
                              permitted by the terms of the Warrant).

      2.  Payment of Warrant  Exercise  Price.  In the event that the holder has
elected a Cash Exercise with respect to some or all of the Warrant  Shares to be
issued pursuant hereto, the holder shall pay the sum of  $___________________ to
the Company in accordance with the terms of the Warrant.

      3.  Delivery  of  Warrant  Shares.  The  Company  shall  deliver  to the
holder __________ Warrant Shares in accordance with the terms of the Warrant.

Date: _______________ __, ______



   Name of Registered Holder

By:
      ------------------------
      Name:
      Title:


                                      C-18
<PAGE>


                              EXHIBIT B TO WARRANT
                              --------------------

                              FORM OF WARRANT POWER

      FOR VALUE  RECEIVED,  the  undersigned  does hereby assign and transfer to
________________,  Federal Identification No. __________,  a warrant to purchase
____________  shares of the capital stock of European  Micro  Holdings,  Inc., a
Nevada corporation,  represented by warrant  certificate no. _____,  standing in
the name of the  undersigned on the books of said  corporation.  The undersigned
does  hereby  irrevocably  constitute  and appoint  ______________,  attorney to
transfer the warrants of said  corporation,  with full power of  substitution in
the premises.

      Dated:  _________, ____




                                    ------------------------------------

                                    By:   _____________________________
                                    Its:  _____________________________


                                      C-19