EXHIBIT 10.37

                             FORM OF CLASS B 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


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

<PAGE>

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)        "ADVANCE"  means  the  amount of funds
payable by the  Investor to the Company on any Advance  Date for the purchase of
Common Stock pursuant to the Credit Agreement.

                               (ii)       "ADVANCE  DATE"  means  each  date  on
which the Investor  makes  payment of an Advance to the Company  pursuant to the
Credit Agreement.

                               (iii)      "ADVANCE  NOTICE DATE" means each date
on which the Company delivers to the Investor a notice requiring the Investor to
make payment of an Advance to the Company pursuant to the Credit Agreement.

                               (iv)       "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.

                               (v)        "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.



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<PAGE>


                               (vi)        "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).

                               (vii)      "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.

                               (viii)     "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.

                               (ix)       "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.

                               (x)        "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.

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

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

                               (xiii)     "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.

                               (xiv)      "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.



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<PAGE>


                               (xv)       "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.

                               (xvi)      "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.

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

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

                               (xvix)     "WARRANT   EXERCISE  PRICE"  shall  be
$10.00 with  respect to that number of Warrant  Shares the holder is entitled to
purchase on or after the Advance Date  specified in the Advance  Notice Date, as
determined pursuant to Section 2(b) below.

                               (xx)       "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


                                      A-4
<PAGE>

  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 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.


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<PAGE>

                     (b)       This Warrant shall be exercisable  pro rata on or
after each Advance  Date with respect to that number of Warrant  Shares equal to
the product  obtained by  multiplying  500,000 by a fraction,  the  numerator of
which is the amount of the Advance  payable on the  applicable  Advance Date and
the  denominator of which is  $20,000,000.  Warrant Shares which become eligible
for  purchase on any Advance  Date with  respect to which this  Warrant  remains
unexercised  may be purchased on any subsequent  Business Day for the applicable
Warrant Exercise Price in accordance with the provisions of Section 2(a).

                     (c)       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.  The holder  shall have the right to exchange  this
Warrant  for a new  warrant  or  warrants,  at any time,  such that one  warrant
represents the portion of this Warrant that is present exercisable and the other
warrant  represents  the  unexercisable  portion of this Warrant as described in
Section 2(b).

                     (d)       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.

                     (e)       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.

                     (f)       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 Sections  2(b) and 2(c)  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


                                      A-6
<PAGE>

  preceding  the last  possible  date which the  Company  could have issued such
  Warrant to the holder without violating this Section 2.

                     (g)       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.

           For purposes of this paragraph  2(g), each portion of this Warrant on
any Advance Date shall be treated as a separate Warrant.

              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


                                      A-7
<PAGE>

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.

           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.


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<PAGE>

              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.

              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.  For purposes of this  Section 8, the portion of each  Warrant  which
becomes exercisable on an Advance Date shall be treated as if it were a separate
Warrant  based on the Warrant  Exercise  Price as determined on the Advance Date
and as if such portion of this Warrant were  exercisable  on the Issuance  Date.
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-9
<PAGE>

                     (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  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


                                      A-10
<PAGE>

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  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



                                      A-11
<PAGE>

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
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:


                                      A-12
<PAGE>


                               (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  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


                                      A-13
<PAGE>

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 satisfactory to the holders of Warrants
representing  at  least  two-thirds  (b) 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


                                      A-14
<PAGE>

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  $15.00 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

           with Copy to:
                     Butler Gonzalez LLP
                     1000 Stuyvesant Avenue
                     Suite # 6
                     Union, NJ  07083
                     Telephone: (908) 810-8588
                     Facsimile:  (908) 810-0973
                     Attention: David Gonzalez, Esq.


                                      A-15
<PAGE>

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

           with a copy to:

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

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 (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  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 (b) 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


                                      A-16
<PAGE>

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]



                                      A-17
<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:  /s/ John B. Gallagher
                                                   -----------------------------
                                                   Name:   John B. Gallagher
                                                   Title:  Co-President


                                      A-18
<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:




                                      A-19
<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:      -----------------------------





                                      A-20