EXHIBIT 2.4

                 THIRD AMENDMENT TO AGREEMENT AND PLAN OF MERGER

         THIS AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this
"Agreement"),   is  entered  into  as  of  December  2,  1999,  among  Adrenalin
Interactive,  Inc., a Delaware corporation (the "Parent"), Adrenalin Acquisition
Corporation,  a  California  corporation  and a wholly owned  subsidiary  of the
Parent (the "Merger  Sub"),  McGlen Micro Inc.,  a California  corporation  (the
"Company"),  George  Lee,  an  individual,  Mike Chen,  an  individual  and ACST
Computer,   Inc.,  a  California  corporation   (collectively,   the  "Principal
Shareholders"), with reference to the following.

                                    RECITALS

         A.       Parties to this Amendment  entered that certain  Agreement and
Plan of Merger, dated April 28, 1999 (the "Agreement").

         B.       The  Agreement  has been  amended  twice to extend the Closing
Date. The parties now desire to amend the Agreement as set forth herein.

                                    AMENDMENT

         NOW,   THEREFORE,   in  consideration  of  the  foregoing   provisions,
representations, warranties, covenants and agreements contained herein and other
good and  valuable  consideration,  the parties  hereby  amend the  Agreement as
follows.

         1.       The Closing.  Section 1.2 of the  Agreement is hereby  amended
and restated to read as follows:

"1.2 The Closing.  Subject to the terms and  conditions of this  Agreement,  the
closing of the Merger  (the  "Closing")  shall take place at the  offices of the
Company at 3002 Dow Avenue,  Suite 212, Tustin,  California 92780 at 10:00 a.m.,
on (i) the  business  day of the  satisfaction  of the  conditions  set forth in
Article X (other than those  conditions that by their nature are to be satisfied
at the Closing,  but subject to the satisfaction or, where permitted,  waiver of
those  conditions) and the date on which the Agreement of Merger is deemed filed
by the  Secretary of State of  California  (ii) or at such other time,  date, or
place as the Parent and the  Company  may agree.  The date on which the  Closing
occurs is hereinafter referred to as the 'Closing Date.'"

         2.       Parent  Officers.  Section  2.3 of  the  Agreement  is  hereby
amended and restated to read as follows:


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                  "2.3 Parent Officers. The Surviving Corporation and the Parent
shall take such actions as are  necessary to elect as the officers of the Parent
effective  immediately following the Effective Time: George Lee, Chief Executive
Officer and Chief  Financial  Officer;  Mike Chen,  President and Secretary (the
"Parent Officers").

         3.       Section  3.2(a).  Section 3.2(a) is hereby modified to provide
that  shares  issued in exchange  for  unexercised  options and  warrants of the
Company described in the Exchange Ratio  Calculation  attached hereto as Exhibit
"A"  shall be  issued  to an  escrow  agent to be held  for the  benefit  of the
optionees  and  warrant  holders  and  issued  to  them  upon  exercise.  Shares
underlying  the options and warrants  which are not  exercised  and terminate or
which become  unexercisable  and terminate shall be distributed  from the escrow
ratably to the  shareholders  of the Company as of the date  hereof,  based upon
their percentage  ownership  interest in the Company as of the date hereof.  For
Rule 144 holding  purposes,  the issuance date of shares released from escrow to
the existing shareholders of the Company shall be December 2, 1999.

         4.       Section  4.8.  Section  4.8(b)(ii)  is modified and amended to
provide  that since March 31,  1999,  the  Company  has amended its  Articles of
Incorporation and Bylaws.  Reference is hereby made to Section 4.8(b)(ii) of the
disclosure schedules.

         5.       Section   5.3.   The   first    sentence   of   Section   "5.3
Capitalization" is hereby modified and amended to read as follows:

"Effective  upon the filing of the  Certificate  of Amendment of  Certificate of
Incorporation,  the  authorized  capital of the Parent  consists  of  50,000,000
shares of Common  Stock,  $.03 par value  and  5,000,000  shares of blank  check
preferred stock, $.01 par value."

         6.       Section 5.7.  Section  "5.7  Financial  Statements"  is hereby
modified and amended to provide  that the  Financial  Statements  in Section 5.7
shall be the audited  consolidated  balance sheet and consolidated  statement of
operations of the Parent as of and for the 12 months  ending June 30, 1999,  and
the unaudited consolidated balance sheet of the Parent as of September 30, 1999,
and the related consolidated  statement of operations for the three months ended
on that date.  The balance  sheet of the Parent as of  September  30,  1999,  is
referred to in the Agreement as the "Parent Balance Sheet".

         7.       Section  5.9(a).  The reference to "March 31, 1999" in Section
"5.9 Absence of Certain Changes or Events (a)" is hereby modified and amended to
read "September 30, 1999."

         8.       Section 10.2(a). Section "10.2 Termination" is hereby modified
and  amended  to  change  the  November  30,  1999 as the last  Closing  Date to
"December 10, 1999."

         9.       Defined Terms.  Each of the capitalized terms not defined this
Amendment shall maintain the meaning given to them in the Agreement.




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         10.      Controlling  Provisions.  Each  and  every  provision  of  the
Agreement not modified or amended in this Amendment remains in force and effect,
as if set forth in its  entirety in this  Amendment . In the event of a conflict
between any of the terms of this  Amendment and the provisions of the Agreement,
the terms and provisions set forth in this Amendment shall be controlling.

         IN WITNESS WHEREOF,  the undersigned have executed this Amendment as of
the date first set forth above.

                            "PARENT"

                            ADRENALIN INTERACTIVE, INC., a
                            California corporation

                            By:   /s/Jay Smith  lll
                            ----------------------------
                                  Jay Smith, III, President

                            By:   /s/ Michael Cartabiano
                            ----------------------------
                                  Michael Cartabiano, Secretary

                            "MERGER SUB"

                            ADRENALIN ACQUISITION
                            CORPORATION, a California corporation


                            By:   /s/Jay Smith lll
                            ----------------------------
                                  Jay Smith, III, President

                            By:   /s/Jay Smith lll
                            ----------------------------
                                  Jay Smith, III, Secretary

                            "THE COMPANY"

                            MCGLEN MICRO INC., a California
                            corporation

                            By:   /s/George Lee
                            ----------------------------
                                  George Lee, CEO





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                                By:/s/Mike Chen
                                ---------------
                                      Mike Chen, Secretary

                                "THE PRINCIPAL SHAREHOLDERS"



                                GEORGE LEE, an individual



                                MIKE CHEN, an individual


                                ACST COMPUTERS, INC., a California
                                corporation

                                By:Alex Chen
                                ------------
                                      Alex Chen, President and Chairman