EXHIBIT 10.20
                                  -------------

                         EXECUTIVE EMPLOYMENT AGREEMENT
                         ------------------------------

         THIS EXECUTIVE  EMPLOYMENT AGREEMENT (this "Agreement") is entered into
as of September  1, 1999,  between  McGlen Micro Inc., a California  corporation
(the "Company") and and ROBERT STANLEY BROWN, an individual ("Executive"),  with
reference to the following.

                                    RECITALS
                                    --------

         A. The Company is in the business of selling  computer  components  and
accessories via Internet.

         B. Executive is  experienced   in the  marketing,  sales and  strategic
planning  and  development  of start-up  and  emerging  growth  companies in the
e-commerce and computer industry.

         C. The  Company  desires  to employ  Executive  as the Chief  Marketing
Officer and Executive desires to accept such employment subject to the terms and
conditions set forth in this Agreement.


                                    AGREEMENT
                                    ---------

         NOW  THEREFORE,   in  consideration  of  the  foregoing  premises,  the
provisions  set forth  below,  and other good and  valuable  consideration,  the
parties agree as follows.

         1.  Employment.  The Company hereby employs  Executive as the Company's
Chief Marketing  Officer ("CMO"),  and Executive hereby accepts such employment,
for the term and  subject to the  provisions  set forth  below.  Pursuant to the
Agreement and Plan of Merger dated April 28, 1999, Adrenalin Interactive,  Inc.,
a publicly held Delaware  company  ("ADRN") shall acquire the Company in a stock
swap  merger   transaction  (the  "Merger").   The  Company  and  its  Principal
Shareholders agree to cause ADRN to assume this Agreement upon completion of the
Merger,  and all stock  options  granted or vested shall  continue in accordance
with Section 6 of this Agreement.

         2.  Term. Unless sooner  terminated as set forth below,  this Agreement
shall remain in force until  December 31, 2002.  The actual  period of time that
Executive  remains in the employ of the Company  pursuant to this  Agreement  is
referred to herein as the "Employment Period."

         3.  Duties. Executive shall be employed as the Chief Marketing  Officer
of the Company and shall hold such other  offices or positions  with the Company
as may  requested by the Company from time to time.  Executive  shall devote his
full time and efforts to the  performance  of Executive's  duties  hereunder and
work  exclusively  for the Company  unless  otherwise  requested by the Company.
Executive shall use his best efforts to manage the Company's marketing and sales



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business and affairs for the maximum benefit of the Company.  In addition to the
normal duties  associated with the position of CMO of companies of similar size,
Executive  shall have the duties of preparing and planning  marketing  strategy,
increasing sales volume and the following specific duties, which he shall at all
times  faithfully,  honestly,  industriously  and to  the  best  of his  ability
perform.

                  (a)      Traditional Duties.
                           ------------------

                           (i) Direct assistance and oversight of all aspects of
the  Company's  marketing  and  sales  practices  and  requirements,   including
inventory  control,   customer  orders,  customer  service,   internal  control,
invoicing,  purchasing and borrowing compliance and reporting requirements.  The
duties shall include  supervising  sales and marketing staff,  taking a hands-on
approach to ensure that work in each of the  aforementioned  areas is  performed
efficiently and at a high standard and focusing on identifying and  implementing
internal  sales and  marketing  control  policies and  procedures to ensure that
customer  sales and vendor  purchases  are recorded  timely,  accurately  and in
compliance with authorized contract terms.

                           (ii) Assist in the preparation  and continued  update
and maintenance of a strategic business plan for the Company, which incorporates
sales and marketing strategies,  budgets,  financial forecasts,  marketing plans
into the business plan.

                           (iii) Make  professional  recommendations  concerning
operating, sales, marketing, and financial performance targets.

                           (iv) Maintain primary relationships with vendors, and
customers.

                           (v) Maintain  familiarity  with all of the  Company's
sales, marketing, and financial compliance requirements,  as may be revised from
time to time.

                           (vi) Act as the  spokesman  for the Company on sales,
marketing,  and advertising issues.  Effectively present the historical results,
current status and future financial outlook to the Company's  shareholders,  the
investment community, industry participants and other key customers and vendors.

                           (v)  Oversee  the  Company's  sales,  marketing,  and
purchasing staff.  Direct the preparation of supporting  information to expedite
the timing and minimize the cost of the purchasing.

                           (vi) Meet regularly with the executive management and
the Board of Directors.  Communicate  clearly and  effectively  on all sales and
marketing matters concerning the Company.





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                  (b)      Additional Duties.
                           -----------------

                           The  Company  and  Executive   acknowledge  that  the
Company  currently  has a limited  number of  customers  and  limited  number of
suppliers.  The  duties  of  Executive  to  internally  organize  the  sales and
marketing  staff may not require  Executive's  full time,  every day.  Executive
shall  therefore  also  assist  the  Company  as  operations  officer.  As such,
Executive  will be expected to play a large role in the day to day  operation of
the Company, and assist in the following areas.

                           (i) Assist in the management,  supervision,  training
and review of the Company's marketing and sales personnel.

                           (ii)  Assist the  Company's  President  or CEO in the
preparation  and  periodic  review  and  update of the  Company  procedures  and
policies.

                           (iii)  Assist  the  Company's  President  or CEO with
shareholder relations matters.

                           (iv)  Deal  with   suppliers  and  customers  of  the
Company, as needed.

                           (v) Assist the  Company in the  capital  raising  and
securities  registration  process and interact with accountants and attorneys as
may be requested by the Company from time to time.

                           (vi)  Follow the  instructions  and  orders  given by
Executive's superiors,  including,  without limitation,  the Board of Directors,
President, Executive Vice-President, Chief Executive Officer and Chief Operating
Officer.

         4.       Compensation.
                  -------------

                  (a) Base Salary. The Company shall pay Executive a annual base
salary of $155,000 (the "Base Salary") during the Employment Period.

                  (b) Vacation.  Executive shall be entitled to three weeks paid
vacation  per year in  addition to all  holidays  as set forth in the  Company's
policy.  Executive shall not be entitled to accrue vacation or cause the Company
to repurchase unused vacation days.

                  (c) Medical Insurance. The Company shall provide Executive and
Executive's  spouse and children  with  medical  insurance  consistent  with the
insurance benefits provided to other executives of the Company. At the Company's
election,  the Company may reimburse  Executive  for the cost of such  insurance
obtained by Executive.

                  (d)  Expenses.  Executive  shall  be  entitled  to  reasonable
reimbursement  during the Employment  Period for travel and other  out-of-pocket
expenses  incurred in the performance of his duties  hereunder,  upon submission
and approval of written  statements  and bills in accordance  with the Company's
policy as may be set forth from time to time.



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         5. Performance-Based Bonus. As additional  compensation,  Executive may
receive  an annual  bonus (the  "Bonus")  as may be  determined  by the Board of
Directors  from  time to time  for each  fiscal  year  based on the  Executive's
performance.

         6. Stock Option  Plan.  In  accordance  with the  Company's  1999 Stock
Option  Plan  (the  "Plan")  and the  specific  authorization  of the  Board  of
Directors,  the Company hereby grants Executive,  subject to all of the terms of
the Plan and this Agreement, an option to purchase up to 1,010,000 shares of the
Company's  common stock (the "Option").  In the case of any conflict between the
Plan and this Agreement,  this Agreement shall control. The Option shall vest in
increments as follows:

                           a. The  option  to  purchase  100,000  shares  of the
Company's  common stock shall vest on the effective  closing date of the Merger,
if any, exercisable at $1.00 per share.

                           b.  The  option  to  purchase  50,000  shares  of the
Company's  common stock shall vest on the 180th day after the effective  closing
date of the Merger, if any, at an exercise price of $1.00 per share.

                           c.  The  option  to  purchase  50,000  shares  of the
Company's common stock shall vest on the first anniversary date of the effective
closing date of the Merger, if any, at an exercise price of $1.00 per share.

                           d.  The  option  to  purchase   270,000   shares  ("A
Options") of the Company's common stock shall vest on December 31, 2000, whereby
100,000  shares of the A Options shall be  exercisable  at $1.00 per share.  The
remaining 170,000 shares of the A Options shall be exercisable at the Fair Value
(as defined below) on or before December 31, 2000.

                           e.  The  option  to  purchase   270,000   shares  ("B
Options") of the Company's common stock shall vest on December 31, 2001, whereby
100,000  shares of the B Options shall be  exercisable  at $1.00.  The remaining
170,000  shares  of the B Options  shall be  exercisable  at the Fair  Value (as
defined below) on or before December 31, 2001.

                           f.  The  option  to  purchase   270,000   shares  ("C
Options") of the Company's common stock shall vest on December 31, 2002, whereby
100,000  shares of the C Options shall be  exercisable  at $1.00.  The remaining
170,000  shares  of the C Options  shall be  exercisable  at the Fair  Value (as
defined below) on or before December 31, 2002.

                  (a) Fair Value. For purposes of this Agreement, the fair value
of a share of Common  Stock of the Company is as follows:  If market  quotations
are readily available, a share shall be valued at the average of the closing bid
prices of the Common Stock reported on the Composite Tape for securities  listed
on the Nasdaq  Exchange in The Wall Street  Journal for the previous 120 trading
days that the Common Stock is fully listed on the Nasdaq  Exchange from the date
on which Executive  exercises the vested  options;  provided,  however,  that if



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before the end of such  120-day  period (i) any person shall have  acquired,  or
publicly disclosed an intention or proposal to acquire (whether by tender offer,
exchange offer, or otherwise), beneficial ownership of securities of the Company
that would result in such person being  thirty-three  percent or more beneficial
owner, (ii) any person shall have proposed,  or publicly  announced an intention
to propose, a merger, consolidation or similar transaction involving the Company
or any of its subsidiaries (other than mergers, reorganizations, consolidations,
or  dissolutions  involving  existing  subsidiaries  of the  Company,  (iii) the
Company shall have  publicly  disclosed,  or publicly  announced an intention to
propose,   the  disposition,   by  sale,  lease,   exchange  or  otherwise,   of
substantially  all assets of the Company,  the 120-day period shall be deemed to
have ended prior to the date of the public announcement of any such acquisition,
disclosure,  proposal or the making of such  determination.  The 120-Day  Period
shall  mean the period of 120 days,  or shorter  period  used to  determine  the
120-day average price.

         7.  Termination.   The  Employment  Period  shall  be  immediately  and
automatically  terminated upon Executive's  death.  The Employment  Period shall
also terminate under the following conditions.

                  (a)  Termination for Cause.  Notwithstanding  anything in this
Agreement to the  contrary,  the Company may  terminate  Executive's  employment
hereunder at any time if Executive:

                           (i)  Is  convicted  of,  or  pleads  guilty  or  nolo
contendere to (i) any felony, or (ii) any misdemeanor involving moral turpitude;

                           (ii) Commits fraud or dishonesty  with respect to the
business or affairs of the Company and embezzles or  misappropriates  any of the
Company's funds or assets;

                           (iii)  Is  in  material  breach  of  this  Agreement,
including,  without limitation, his insubordination to the Company, the Board of
Directors or senior executive  officers or interferes with the operations of the
business of the Company or its affiliates;

                           (iv)  Fails  or   refuses   to  perform   Executive's
reasonable and customary  duties and the duties set forth hereunder for a period
of 48 hours after written notice  describing the duty or duties which  Executive
has failed or refused to perform is given to Executive by the Company;

                           (v) In the reasonable opinion of a licensed physician
or psychiatrist  retained by the Company,  is substantially  unable by reason of
drug (including alcohol) abuse or addiction, to reasonably and effectively carry
out Executive's duties hereunder for any period of time in excess of Executive's
accrued vacation time and sick leave during such calendar year, if any;

                           (vi)  Is in  violation  of  any  provisions  of  this
Agreement;  provided,  however,  that if such violation can be cured in a manner
that will  restore  the  Company to the  position  it would have  enjoyed in the



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absence of the violation,  Executive shall have a period of 3 days after written
notice  describing  the  violation  is  given to  Executive  by the  Company  to
completely  cure such violation and, if completely  cured,  this Agreement shall
not be subject to termination for such violation;

                           (vii)  Directly  causes the  material  default of the
Company in performing  its  obligations  under  contracts  with other persons or
business entities intentionally and without authorization,  provided the Company
shall give Executive 30 days written notice prior to termination; or

                           (viii)  Is  grossly   negligent  with  respect  other
discharge of Executive's duties hereunder.



                  Executive  agrees to timely submit to reasonable and necessary
medical,  physical  and  psychiatric  examination  from time to time  during the
Employment Period to enable the Company to determine if Executive is incompetent
or subject to any mental or physical  illness or  incapacity or to drug abuse or
addiction, as contemplated above by paragraphs 7(iv).

                  (b) By  Permanent  Disability.  The Term of  Employment  shall
terminate,  without  liability  except as provided in this  Section 7b, upon the
"Permanent  Disability" of Executive.  "Permanent  Disability"  shall mean, with
respect to  Executive,  (i) the  suffering  of any mental or  physical  illness,
disability or incapacity to the extent that Executive shall be unable to perform
his duties or (ii) the absence of Executive from his employment by reason of any
mental or  physical  illness,  disability  or  incapacity  for a period of three
months during any six-month period; provided, however, in either case, that such
illness,  disability  or  incapacity  shall be  determined  to be of a permanent
nature  by a  licensed  physician  selected  by  the  Board  of  Directors.  The
termination  date in the  event of a  clause  (i) of the  immediately  preceding
sentence,  shall be the date of determination by the physician,  and in the case
of  clause  (ii) of the  immediately  preceding  sentence,  the last day of such
three-month  period.  In the case of  Permanent  Disability,  the Company  shall
promptly pay to Executive (or his representative) the sum of (A) the unpaid Base
Salary to which he is entitled  pursuant to Section 4(a) through the termination
date and (B) the lump sum amount of any unpaid  portion of the Bonuses,  if any,
to be paid pursuant to Section 5, and all benefits under Executive's  Disability
Insurance Plan.

                  (c) By The Company  Without Cause.  The Term may be terminated
by the Company  without "Cause" and for any reason  whatsoever,  without advance
notice,  provided that the Company pays to Executive at the time of  termination
an amount equal to the sum of nine (9) months Base Salary as severance payment.

                  (d) By Executive.  The Term may be terminated by the Executive
if Executive is forced to perform majority of his duties outside of the southern
California  geographic location.  Upon such termination,  Executive shall not be
entitled to any  severance pay or any Company stock options not yet vested as of
the termination date..



<PAGE>



         8.  Affirmative  Covenants.  Executive  promises  and  covenants to the
Company as follows.

                  (a)  Confidentiality;  Trade Secrets.  Executive  acknowledges
that his position  with the Company is one of the highest  trust and  confidence
both by reason of his  position  and by reason of his access to and contact with
the trade secrets and confidential and proprietary  business  information of the
Company. Executive agrees that during the Employment Period and thereafter:

                           (i) Executive shall use his best efforts and exercise
utmost diligence to protect and safeguard the trade secrets and confidential and
proprietary information of the Company, including, its data, encryptions, source
codes,  record,  compilations  of  information,  processes,  programs  know-how,
improvements,  discoveries,  marketing plans, strategies, forecasts, unpublished
financial  statements,  budgets,  projections,  licenses,  prices, costs, files,
documents, drawings, memoranda, notes, customer lists, supplier lists, marketing
strategies,  pricing  lists,  policies or other  documents,  whether  maintained
electronically  or in any other manner,  relating to the business of the Company
or its contractors; (all such information is hereinafter called the "Proprietary
Information")  other than  information  known to him before,  learned from third
parties not associated with the Company or in the public domain;

                           (ii)  Executive   shall  not  disclose  any  of  such
Proprietary  Information,  except as may be required in the  ordinary  course of
performing his duties to the Company or any affiliated companies;

                           (iii)  Executive  shall not use the trade secrets and
confidential  and  proprietary  information of  Executive's  previous or present
employers to carry out his duties and  responsibilities  under this Agreement or
bring on to the Company's  premises or any other  property  owned by the Company
any  proprietary  information of any other entity,  in violation of any prior or
present employment, or noncompetition or confidentiality agreement.

                  (b)  Non-Solicitation  of Employees.  Executive  covenants and
agrees that, it shall not, directly or indirectly, solicit or induce, or attempt
to solicit or induce,  any  employee or  consultant  of the Company to leave the
employ  of the  Company  for any  reason  whatsoever  or hire  any  employee  or
consultant  of the  Company  for a period  of five  years  from the date of this
Agreement.

                  (c) Non-Competition. Executive agrees that at all times during
the Term and for the period of nine months (9) months after the  termination  of
this Agreement:

                           (i)  Executive  shall  not  serve  in  any  capacity,
directly or indirectly, with or for, any company or entity in direct competition
with the Company  business  models or whose  primary  business  focus is selling
computers or computer-related products via the Internet;




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                           (ii) Executive shall not interfere  with,  disrupt or
attempt to disrupt  the  relationship,  contractual  or  otherwise,  between the
Company and any contractor or employee of the Company;

                           (iii) Executive shall not directly or indirectly: (A)
employ,  intend  to  employ  or  otherwise  solicit  for  employment  any of the
Company's  executive  officers,  department  managers  at the  Company  for  any
business or venture that is in direct  competition  with the Company,  including
and without  limitation,  any business or enterprises  which  Executive may be a
consultant or recruiter; or (B) contact,  communicate with, inquire or otherwise
solicit any executive officers,  director,  shareholder,  department managers at
the Company of the Company to invest in or to purchase, or to offer or subscribe
to purchase,  any security or general or equity  interest in any venture that is
competitive  with or similar to the  business  of the  Company.  As used in this
section the terms "employ" and  "employment"  are used in the broadcast sense to
encompass all  associations,  including  without  limitation,  that of employee,
agent, independent contractor, owner, officer, director,  shareholder,  partner,
associate, representative and consultant; and

                           (iv) If the scope of any  restrictions  contained  in
paragraph  (i) and (ii) of this  Section is too broad to permit  enforcement  of
such restrictions of their full extent, then such restrictions shall be enforced
to the maximum extent permitted by law, and Executive hereby consents and agrees
that such scope may be judicially modified accordingly in any proceeding brought
to enforce such restrictions.

                  (d) Remedies for Breach of Affirmative Covenants of Executive.

                           (i) Subject to the limitations provided by applicable
law, the covenants set forth in this Section 9 shall continue to be binding upon
Executive in accordance with their terms, notwithstanding the termination of his
employment  with  Company for any reason  whatsoever.  Such  covenants  shall be
deemed and construed as separate agreements  independent of any other provisions
of this Agreement and any other agreement between the Company and Executive. The
existence  of any claim or cause of action by  Executive  against  the  Company,
whether  predicated  on this  Agreement  or  otherwise,  shall not  constitute a
defense to the  enforcement  by the Company of any or all of such  covenants  in
accordance with their terms; and

                           (ii) The  parties  hereby  agree  that any  breach or
threatened  breach of Section 9 of this  Agreement  will cause  substantial  and
irreparable  damage to the other in an amount and of a  character  difficult  to
ascertain.  Accordingly, for their mutual benefit and to prevent any such breach
or threatened  breach,  and in addition to any other relief to which a party may
otherwise be entitled,  the  non-breaching  party shall be entitled to immediate
temporary, preliminary and permanent injunctive relief through appropriate legal
proceedings,  without  proof that actual  damages  have been  incurred or may be
incurred by such a party with respect to such breach or threatened  breach.  The
parties expressly agree that the party seeking this relief shall not be required
to post any bond or other  security as a condition to obtaining  any  injunctive
relief  pursuant to this  Section and each of the  parties  expressly  waive any
rights to the contrary.



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                  (e)  Litigation.  Executive  agrees  that  during the Term and
thereafter  as  reasonably  requested  by the  Company,  Executive  shall do all
things,  including the giving of evidence in suits and other proceedings,  which
the  Company  shall deem  reasonably  necessary  or proper to obtain,  maintain,
defend  or  assert  rights  accruing  to the  Company  during  the  Term  and in
connection with which Executive has knowledge, information and expertise.

                  (f) Future Cooperation.  The parties hereto agree to cooperate
with each other without additional  compensation from and after the date hereof,
to supply any information and to execute documents  reasonably  required for the
purpose  of  giving  effect  to  this  Agreement,  or  in  connection  with  the
consummation of any actions contemplated hereby.

         9.  Representations and Warranties of Executive.  Executive  represents
and warrants to the Company that: (i) Executive is under no contractual or other
restriction  or  obligation  that is  inconsistent  with the  execution  of this
Agreement,  the performance of Executive's duties hereunder or any of the rights
of the  Company  hereunder;  and (ii)  Executive  is under no physical or mental
disability  that would impair the  performance of Executive's  duties under this
Agreement;  and (iii)  Executive has reviewed this  Agreement  with  Executive's
legal  counsel;  and  (iv)  Executive  has  the  education,  ability,  skillset,
experience  and all other  qualifications  necessary to fulfill his duties under
this  Agreement  and as  represented  to the Company by  Executive;  and (v) all
information on Executive's resume as provided to the Company is true and correct
as of the date hereof;  and (vi) Executive has  discontinued,  terminated and no
longer operates, owns or controls any other business or entity.

         10. Notices.   All notices,  requests,  demands or other  communication
(collectively, "Notice") given to any party pursuant to this Agreement shall not
be  effective  unless  given in writing  and  addressed  to the parties at their
respective addresses as set forth below.

       If to the Company:      McGlen Micro Inc. / Adrenalin Interactive, Inc.
                               3002 Dow Avenue
                               Tustin, California 92780
                               Telephone: (949) 851-8078

       If to Executive:        Robert S. Brown
                               4752 Chamber Avenue
                               La Verne, California 91750
                               Telephone: (909) 593-8169

Notice  shall be deemed duly given when  delivered  personally  or by  telegram,
telex or courier,  or, if mailed,  48 hours after  deposit in the United  States
mail,  certified mail,  postage  pre-paid.  The addresses of the parties for the
purpose of providing  Notice pursuant to this paragraph may be changed from time
to time by Notice to the other party duly given in the foregoing manner.




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         11.  Governing  Law;  Disputes.  This  Agreement will be interpreted in
accordance with California law, including all matters of construction, validity,
performance and enforcement, without giving effect to any principles of conflict
of laws. Any dispute or proceeding concerning this Agreement will be resolved by
binding  arbitration  to be held in  Orange  County,  California.  Any party may
demand  arbitration  through  written notice sent by certified mail to the other
(an  "Arbitration  Demand").  Within  fifteen  (15) days after the date that the
Arbitration Demand is first mailed,  each of the parties will confer to select a
mutually  acceptable  arbitrator  from the Judicial  Arbitration  and  Mediation
Service ("JAMS"). If the arbitrator so selected is unavailable, the parties will
confer to select another arbitrator. If the parties cannot mutually agree to the
selection  of an  arbitrator,  or if one party  refuses  to  participate  in the
selection  process,  JAMS will appoint an  arbitrator.  The  arbitrator  will be
governed by the provisions of this Agreement rather than the rules of JAMS.

         If JAMS is unable or unwilling to select an  arbitrator,  the Presiding
Judge of the Orange County  Superior  Court will select an  arbitrator  upon the
request of either party, and such selection will be binding on the parties.  The
arbitrator so selected will schedule the  arbitration  hearing within sixty (60)
days after he or she is first  selected.  The parties will be permitted  written
discovery and one deposition each. The arbitrator will have authority to enter a
binding  judgment even if the parties do not appear at the  arbitration  and may
also grant any remedy or relief that the  arbitrator  reasonably  believes to be
just or appropriate,  provided that such remedy or relief is within the scope of
this Agreement.

         All fees and  expenses of the  arbitration  will be paid equally by the
parties participating in the arbitration.  At the conclusion of the arbitration,
the arbitrator will award the prevailing  party  reasonable costs and Attorneys'
Fees,  including all arbitration  costs.  If the arbitration  award is made, the
prevailing  party may  convert the award into a judgment  and execute  upon that
judgment.

         12. Attorneys' Fees. If any arbitration,  litigation,  action,  suit or
other  proceedings  is  instituted  to remedy,  prevent or obtain  relief from a
breach  of  this  Agreement,  in  relation  to a  breach  of this  Agreement  or
pertaining to a declaration of rights under this Agreement, the prevailing party
will recover all such party's  attorneys'  fees  incurred in each and every such
action,  suit or other  proceeding,  including any and all appeals or petitioner
therefrom.  As used in this Agreement,  Attorneys' Fees will be deemed to be the
full and actual costs of any legal  services  actually  performed in  connection
with  the  matters  involved,  including  those  related  to any  appeal  or the
enforcement of any judgment, calculated on the basis of the usual fee charged by
attorneys  performing  such  services,  and will not be limited  to  "reasonable
attorneys' fees" as defined in any statute or rule of court.

         13. Amendments/Waivers.   This Agreement may be amended,  supplemented,
modified or rescinded only through an express written  instrument  signed by all
the  parties  or their  respective  successors  and  assigns.  Either  party may
specifically and expressly waive in writing any portion of this Agreement or any
breach  hereof,  but no such waiver  shall  constitute  a further or  continuing
waiver of any preceding or succeeding breach of the same or any other provision.



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The consent by one party to any action for which such consent was required shall
not be deemed to imply  consent or waiver of the  necessity  of  obtaining  such
consent for the same or similar acts in the future.

          14.  Counterparts.  This  Agreement  may be  executed in any number of
counterparts,  each of which shall be deemed to be an original, but all of which
together shall constitute one and the same instrument.

          15.  Severability.  Each provision of this Agreement is intended to be
severable  and  if any  term  or  provision  herein  is  determined  invalid  or
unenforceable for any reason, such illegality or invalidity shall not affect the
validity of the remainder of this Agreement and, wherever possible, intent shall
be given to the invalid or unenforceable provision.

          16.  Entire Agreement. This Agreement contains the entire and complete
understanding  between  the  parties  concerning  its  subject  matter  and  all
representations,  agreements,  arrangements and understandings  between or among
the  parties,  whether oral or written,  have been fully  merged  herein and are
superseded hereby.

          17.  Remedies.  All  rights,  remedies,   undertakings,   obligations,
options, covenants,  conditions and agreements contained in this Agreement shall
be cumulative and no one of them shall be exclusive of any other.

          18. Assignment. Neither this Agreement, nor any interest herein, shall
be assignable by Executive (voluntarily,  involuntarily,  by judicial process or
otherwise)  to any person or entity  without  the prior  written  consent of the
Company. Any attempt to assign this Agreement without such consent shall be void
and,  at the  option  of the  Company,  shall  be an  incurable  breach  of this
Agreement resulting in the termination of this Agreement.

          19.  Successors.  Subject to the foregoing  paragraph,  this Agreement
shall be  binding  upon and  inure  to the  benefit  of the  parties  and  their
respective  heirs,  legatees,  legal  representatives,  successors and permitted
assigns.

          20. Interpretation.  The language in all parts of this Agreement shall
be in all cases construed  simply according to its fair meaning and not strictly
for or against any party.  Whenever the context requires,  all words used in the
singular will be construed to have been used in the plural,  and vice versa, and
each gender will include any other  gender.  The captions of the  paragraphs  of
this Agreement are for convenience only and shall not affect the construction or
interpretation of any of the provisions herein.

          21. Benefit of Agreement. This Agreement is for the sole and exclusive
benefit of the signators hereto and nothing in this Agreement shall be construed
to give any  person  or  entity  other  than the  parties  hereto  any  legal or
equitable right, claim or remedy.




<PAGE>



         22. Limitation on Actions.  Any claim,  dispute,  controversy or action
for breach  relative  to this  Agreement  must be brought  and legal  process or
arbitration,  as the case may be,  initiated  within one year after the cause of
action for such claim first accrued or the breach first  occurred,  whichever is
sooner.

         23. Miscellaneous.  The recitals and all exhibits, attachments or other
documents  referenced  in  this  Agreement  are  fully  incorporated  into  this
Agreement  by  reference.  Unless  expressly  set forth  otherwise  herein,  all
references  herein  to a "day,"  "month,"  or  "year"  shall be  deemed  to be a
reference  to  a  calendar  day,  month  or  year,  as  the  case  may  be.  All
cross-references  herein shall refer to provisions  within this  Agreement,  and
shall not be deemed to be references to the overall  transaction or to any other
agreement or document.

         IN WITNESS WHEREOF,  the parties have executed this Agreement as of the
date set forth above.

                                "EXECUTIVE"

                                By: Robert Stanley Brown
                                ------------------------
                                ROBERT STANLEY BROWN, an individual


                                "THE COMPANY"

                                MCGLEN MICRO INC.,
                                a California corporation

                                By:/s/George Lee
                                ----------------
                                George Lee,
                                Chief Executive Officer