EXHIBIT 10.11

                                                                   EXHIBIT 10.11

                                  EXHIBIT 10.11

                         FORM OF SUBSCRIPTION AGREEMENT

      THIS SUBSCRIPTION AGREEMENT, made as of the ____ day of February, 1998, by
and between Xxxx X. Xxxxxxxxx, an individual ("XXXXXXXXX"), [the Xxxxxxxxx
Family Trust (the "XXXXXXXXX TRUST")], Xxxxx X. Xxxxxxx, an individual
("XXXXXXX"), [the Xxxxx Xxxxxx Xxxxxxx 1997 Irrevocable Educational Trust (the
"XXXXXXX TRUST")], and European Micro Holdings, Inc., a Nevada corporation
("EUROPEAN MICRO HOLDINGS").

                                   WITNESSETH:

      WHEREAS, Xx. Xxxxxxxxx, the Xxxxxxxxx Trust, Xx. Xxxxxxx and the Xxxxxxx
Trust own and control in the aggregate 1,000,000 ordinary shares of European
Micro Plc, a public limited company organized under the laws of the United
Kingdom ("EUROPEAN MICRO PLC"), representing one hundred percent (100%) of the
issued and outstanding ordinary shares of European Micro Plc; and

      WHEREAS, Xx. Xxxxxxxxx, the Xxxxxxxxx Trust, Xx. Xxxxxxx and the Xxxxxxx
Trust desire to exchange all of their ordinary shares of European Micro Plc (the
"ORDINARY SHARES") on a tax-free basis under Section 351 of the Internal Revenue
Code of 1986, as amended, for 4,000,000 shares of common stock of European Micro
Holdings (the "COMMON SHARES") to be divided between such parties in the manner
provided herein.

      NOW THEREFORE, in consideration of the premises and the covenants and
agreements contained herein, and intending to be legally bound thereby, each of
Xx. Xxxxxxxxx, the Xxxxxxxxx Trust, Xx. Xxxxxxx, the Xxxxxxx Trust and European
Micro Holdings agree as follows:

      1. Xx. Xxxxxxxxx hereby transfers to European Micro Holdings his ________
Ordinary Shares. In exchange for such Ordinary Shares, European Micro Holdings
shall, upon the execution hereof, issue in the name of Xx. Xxxxxxxxx _________
Common Shares and shall issue and deliver to Xx. Xxxxxxxxx a stock certificate
evidencing such Common Shares.

      2. The Xxxxxxxxx Trust hereby transfers to European Micro Holdings his
________ Ordinary Shares. In exchange for such Ordinary Shares, European Micro
Holdings shall, upon the execution hereof, issue in the name of the Xxxxxxxxx
Trust _________ Common Shares and shall issue and deliver to Xx. Xxxxxxxxx a
stock certificate evidencing such Common Shares.

      3. Xx. Xxxxxxx hereby transfers to European Micro Holdings his ________
Ordinary Shares. In exchange for such Ordinary Shares, European Micro Holdings
shall, upon the execution hereof, issue in the name of Xx. Xxxxxxx ________
Common Shares and shall issue and deliver to Xx. Xxxxxxx a stock certificate
evidencing such Common Shares.




      4. The Xxxxxxx Trust hereby transfers to European Micro Holdings his
________ Ordinary Shares. In exchange for such Ordinary Shares, European Micro
Holdings shall, upon the execution hereof, issue in the name of the Xxxxxxx
Trust _________ Common Shares and shall issue and deliver to Xx. Xxxxxxxxx a
stock certificate evidencing such Common Shares.

      5. Each of Xx. Xxxxxxxxx, the Xxxxxxxxx Trust, Xx. Xxxxxxx, the Xxxxxxx
Trust and European Micro Holdings shall execute and deliver or cause to be
executed and delivered from time to time hereafter, upon request, all such
further documents and instruments, including stock powers, and shall do and
perform all such acts as may be reasonably necessary to give full effect to the
intent of this Agreement.

      6. This Agreement shall be governed by and construed in accordance with
the laws of the State of Florida.

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      IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first set forth above.

ATTEST:

By: _____________________________       By: _________________________________
                                            Xxxx X. Xxxxxxxxx, individually

ATTEST:                                 [XXXXXXXXX FAMILY TRUST]

By: _____________________________       By: _________________________________
                                            Xxxx X. Xxxxxxxxx, Director

ATTEST:

By: ______________________________      By: _________________________________
                                            Xxxxx X. Xxxxxxx, individually

ATTEST:                                 [XXXXX XXXXXX XXXXXXX 1997 IRREVOCABLE
                                        EDUCATIONAL TRUST]

By: ______________________________      By: THIRD NATIONAL BANK IN
                                        NASHVILLE, as Trustee

                                        By: ________________________________

ATTEST:                                 EUROPEAN MICRO HOLDINGS, INC.

By: _____________________________       By: ________________________________
                                        Name:
                                        Title:

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