EMPLOYMENT AGREEMENT                                              EXHIBIT 10.20

                  THIS AGREEMENT made as of the 16th day of February, 1998

B E T W E E N:

                           WAVERIDER    COMMUNICATIONS   INC.,   a   corporation
                           incorporated  pursuant to the laws of Nevada,  in the
                           United States of America

                           (herein called the "Corporation")
                                                               ON THE FIRST PART
                           and

                           CHARLES W. BROWN, residing in the City of Toronto, in
                           the Province of Ontario

                           (herein called the "the Executive")

                                                              OF THE SECOND PART

         WHEREAS the  Corporation  desires to employ the  Executive and to enter
into an  agreement  (the  "Employment  Agreement")  embodying  the terms of such
employment;

         AND WHEREAS the Executive has accepted such  employment on the basis of
the terms and conditions set forth herein;

         IN CONSIDERATION of the recitals and mutual covenants  contained herein
and for other good and valuable consideration, the parties agree as follows:

1.                EMPLOYMENT

         The Corporation  hereby employs the Executive and the Executive  hereby
accepts  employment  with  the  Corporation  for the  term  of  this  Employment
Agreement  set forth in  Section 2 below,  in a  position  and with the  duties,
responsibilities  and authority as the  Corporation may from time to time assign
to  him  including,  without  limitation,  those  duties,  responsibilities  and
authority  more  particularly  set forth in Section 3 below,  and upon all other
terms and conditions in this Employment Agreement set forth herein.

2.                TERM

         The term (the "term") of the  Executive's  employment  pursuant to this
Employment  Agreement  shall  commence on the date first written above and shall
continue  until the date which is twelve  months from such date,  subject to the
provisions of this Employment Agreement providing for earlier termination of the
Executive's employment in certain circumstances.  Thereafter,  the term shall be
automatically extended for additional one year periods upon the agreement of the
Executive and the President and Chief Executive Officer of the Corporation.




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3.                POSITION, RESPONSIBILITY

         It is intended  that the Executive  shall serve as the Vice  President,
Marketing of the Corporation with  responsibility for performing such duties for
the Corporation as the Executive shall  reasonably be directed to perform by the
President and Chief Executive Officer of the Corporation.

         Throughout the term of this Employment  Agreement,  the Executive shall
devote his full  business time and undivided  attention  during normal  business
hours to the business and affairs of the  Corporation,  except for vacations and
except for illness or incapacity,  but,  subject to Section 9 and subject to the
approval  of the  board  of  directors  of the  Corporation,  which  will not be
unreasonably  withheld,  nothing in this Employment Agreement shall preclude the
Executive from devoting reasonable periods required for serving, as appropriate,
on boards of directors of other  corporations,  from engaging in charitable  and
public service activities, and from managing his personal investments,  provided
such  activities do not materially  interfere with the performance of his duties
and  responsibilities  under this  Employment  Agreement and do not constitute a
conflict of interest with respect to his employment herein.

4.                SALARY, CASH AND STOCK COMPENSATION PLAN

For services  rendered by the Executive  during the term of this Agreement,  the
Executive  shall be  entitled  to  receive  an annual  remuneration  package  of
$240,000,  pro-rated to $230,000,  consisting of cash compensation in the amount
of $172,500,  which shall be paid as to the sum of $10,000  (before  deductions)
per month  commencing as of the date hereof until March 31, 1998 and, subject to
completion of the  Corporation's  proposed  public  financing,  $15,000  (before
deductions) per month  thereafter,  and bonuses in the amount of $15,000 payable
on April 1, 1998 and $42,500 payable on December 31, 1998, each such bonus to be
paid upon the achievement of certain performance objectives mutually agreed upon
by  the  Executive  and  the  President  and  Chief  Executive  Officer  of  the
Corporation and ratified by the board of directors of the Corporation.

         The Executive's  salary shall be reviewed  annually and may be adjusted
taking into account,  among other  things,  individual  performance  and general
business conditions. In addition, the Executive shall be eligible to participate
in the Corporation's Employee Stock Option (1997) Plan (the "Stock Option Plan")
and any successor  plans thereto  established by the Corporation for the general
benefit of employees.  Pursuant to the Stock Option Plan, the Executive shall be
awarded options (the "Stock  Options") to acquire 240,000 common shares ("Common
Shares") in the capital of the  Corporation  at an exercise price of US$1.07 per
share, being the closing price of the Common Shares on the OTC Bulletin Board on
February  13, 1998.  The Stock  Options will vest as to 25% on each of March 31,
June 30, September 30 and December 31, 1998.

5.                CAR ALLOWANCE

         The  Employer  shall  provide the  Executive  with a car  allowance  of
$800.00  (Cdn) per month.  The  Executive  will be  responsible  to utilize this
allowance  for the  provision of an  automobile,  acceptable by the Employer for
business use, and the full costs of ongoing maintenance and repair.

6.                PERQUISITES AND BUSINESS EXPENSES

         The Executive will be reimbursed for all reasonable  expenses  incurred
by him or her in connection with the conduct of the Corporation's  business upon
presentation  of  sufficient  evidence  that such  expenditures  are  authorized
expenditures  pursuant  to  policies  adopted by the board of  directors  of the
Corporation from time to time.

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7.                BENEFIT PROGRAMS

         The  Executive  will be entitled to  participate  in all the  Executive
benefit  programs of the Corporation from time to time in effect under the terms
and  conditions of such  programs,  including,  but not limited to,  pension and
other retirement plans, group life insurance,  hospitalization  and surgical and
major  medical  coverages,   dental  insurance,  sick  leave,  including  salary
continuation  arrangements,  vacations and holidays,  long-term disability,  and
such other fringe benefits as are or may be available from time to time to other
executives of the Corporation.

8.                VACATION

         The  Executive  shall be entitled to all usual public  holidays and, in
addition,  to 20 business days paid vacation during each year of the Executive's
employment  hereunder.  Such vacation shall be utilized by the Executive at such
time or times as do not  materially  interfere  with the ongoing  conduct of the
Corporation's business and operations.

9.                TERMINATION OF EMPLOYMENT

         (a)      Death - In the event of the death of the Executive  during the
                  term of this Employment Agreement, the Executive's salary will
                  be paid to the Executive's designated beneficiary,  and in the
                  absence  of such  designation,  to the  estate or other  legal
                  representatives of the Executive, through the end of the month
                  in which death  occurs.  Rights and benefits of the  Executive
                  under  the  Executive   benefit  plans  and  programs  of  the
                  Corporation,  including life insurance,  will be determined in
                  accordance  with the terms and  conditions  of such  plans and
                  programs.

         (b)      Disability  -  The  Executive's   employment  shall  terminate
                  automatically  upon written notice from the Corporation in the
                  event of the  Executive's  absence or  inability to render the
                  services  required  hereunder  due  to  disability,   illness,
                  incapacity  or  otherwise  for an aggregate of one hundred and
                  eighty days during any 12 month period during the term. In the
                  event of any such absence or inability, the Executive shall be
                  entitled to receive the  compensation  provided for herein for
                  such period, and thereafter the Executive shall be entitled to
                  receive  compensation  in  accordance  with the  Corporation's
                  long-term   disability  plan,  if  any,   together  with  such
                  compensation,  if any,  as may be  determined  by the board of
                  directors of the Corporation.

         (c)      Termination by the  Corporation  for Cause - In the event of a
                  termination  for  cause,  there  will be no  continued  salary
                  payments by the  Corporation  to the  Executive and any rights
                  and  benefits of the  Executive  under the  Executive  benefit
                  plans and programs of the  Corporation  will be  determined in
                  accordance with the terms of such plans and programs.  For the
                  purposes  of  this  Section  10(c)  and  of  the   Executive's
                  employment with the Corporation, "cause" shall mean that:

                  (i)      The  Executive  has  committed a felony or indictable
                           offence  or has  improperly  enriched  himself at the
                           expense of the  Corporation  or has  committed an act
                           evidencing  dishonesty or moral turpitude,  including
                           without limitation an act of theft;

                  (ii)     The Executive,  in carrying out his duties hereunder,
                           (A) has been  wilfully or grossly  negligent,  or (B)
                           has committed wilful and gross misconduct or, (C) has
                           failed  to  comply  with  a  clear   instructions  or
                           directives   from  the  board  of  directors  of  the
                           Corporation  after having been  informed of a failure
                           to so comply;

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<PAGE>

                  (iii)    The  Executive  has breached a material  term of this
                           Employment Agreement;


                  (iv)     The  Executive  becomes  bankrupt  or in the  event a
                           receiving  order (or any  analogous  order  under any
                           applicable  law) is made against the  Executive or in
                           the event the Executive makes any general disposition
                           or assignment for the benefit of his creditors; or

                  (v)      The  Executive  commits  any  other  act  giving  the
                           Corporation   cause  to  terminate  the   Executive's
                           employment,  including,  but not  limited  to chronic
                           alcoholism or drug addiction, material malfeasance or
                           non-feasance  with respect to the Executive's  duties
                           hereunder.

                  Prior to any termination of the Executive for cause due to any
                  occurrence described in subparagraphs  10(c)(ii),  (iii), (iv)
                  and (v) above,  the Corporation  shall notify the Executive in
                  writing  of the  particulars  of  the  occurrence  upon  which
                  termination would be based and shall in such notice advise the
                  Executive as to whether, in the Corporation's sole discretion,
                  the default of the Executive  occasioned by such occurrence is
                  capable of being cured or  rectified  in full  without loss or
                  damage to the Corporation, in which case the Corporation shall
                  afford the Executive a reasonable period of not less than five
                  business  days in which to cure or rectify  such  default.  In
                  such event and provided the Executive  cures or rectifies such
                  default in full without loss or damage to the Corporation, the
                  Executive's employment shall not be terminated on the basis of
                  such occurrence.

                  (d)      Termination by the Corporation without Cause - In the
                           event of a termination  without  cause,  the Employer
                           will provide a severance package which will include a
                           minimum of one year's salary, plus one month's salary
                           for each year of employment in excess of twelve years
                           service,   to  be   calculated  on  base  salary  and
                           pro-rated for car allowance and bonus  incentive.  It
                           is agreed  and  understood  that  these  amounts  are
                           reasonable  and  include  any  obligations  which the
                           employer  may  have or pay in lieu of  notice  and/or
                           severance  pay pursuant to the  Employment  Standards
                           Act, R.S.O.  1990, c. E-14, or its counterpart in any
                           other jurisdiction. It is agreed that this Employment
                           Agreement may not be  terminated  by the  Corporation
                           without  cause  without the  approval of the board of
                           directors of the Corporation.

10.               NON-COMPETITION

         The  Executive  agrees  that  during  the  period  of  the  Executive's
employment  with the Corporation and for a period of twelve months from the last
payment of compensation to the Executive by the Corporation, the Executive shall
not engage in or participate in any business activity that competes, directly or
indirectly,   in  the  North  American  market,   with  the  businesses  of  the
Corporation, or its subsidiaries or affiliates.

         For the  purposes of this Section 9, the  Executive  shall be deemed to
"compete,  directly or indirectly,  with the business of the Corporation, or its
subsidiaries  or affiliates" if the Executive is or becomes  engaged,  otherwise
than at the request of the Corporation, as an officer, director or the Executive
of, or is or becomes  associated  in a management  or  ownership,  consultant or
agent, capacity with any corporation, partnership or other enterprise or venture
whose business includes the distribution of competing products. It is the desire
and  intent  of the  parties  that the  provisions  of this  Section  9 shall be
enforceable to the fullest extent permissible under the laws and public policies
applied in each jurisdiction in which enforcement is sought. Accordingly, if any
particular  portion  of  this  Section  9 is  adjudicated  unenforceable  in any
jurisdiction such adjudication shall apply only in that particular  jurisdiction
in which such adjudication is made.

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11.               NON-SOLICITATION

         The  Executive  agrees  that for a period  of one  year  following  the
termination of the  Executive's  employment  with the Corporation for any reason
whatsoever, the Executive will not, whether as principal,  agent, the Executive,
employer,   director,  officer,  shareholder  or  in  any  other  individual  or
representative capacity,  solicit or attempt to retain in any way whatsoever any
of  the  employees  of the  Corporation  or  their  respective  subsidiaries  or
affiliates.

12.               CONFIDENTIAL INFORMATION

         All confidential  records,  material and information and copies thereof
and any and  all  trade  secrets  concerning  the  business  or  affairs  of the
Corporation or any of its affiliates obtained by the Executive in the course and
by the reason of his  employment  shall  remain the  exclusive  property  of the
Corporation.  During the Executive's  employment or at any time thereafter,  the
Executive shall not divulge the contents of such confidential  records or any of
such confidential information or trade secrets to any person or persons, and the
Executive shall not, following the termination of his employment hereunder,  for
any reason use the contents of such confidential  records or other  confidential
information or trade secrets for any purpose whatsoever.

13.               WITHHOLDING

         Anything to the contrary  notwithstanding,  all payments required to be
made  by  the   Corporation   hereunder  to  the  Executive  or  his  estate  or
beneficiaries,  shall be subject to the withholding of such amounts  relating to
taxes as the Corporation may reasonably  determine,  after consultation with the
Executive,  it should withhold pursuant to any applicable law or regulation.  In
lieu of withholding  such amounts,  in whole or in part, the Corporation may, in
its  sole  discretion,   accept  other  provisions  for  payment  of  taxes  and
withholdings as required by law,  provided the Corporation is satisfied that all
requirements  of law affecting the  Corporation's  responsibilities  to withhold
have been complied with.

14.               ENTIRE AGREEMENT

         This Employment  Agreement  contains the entire  agreement  between the
parties  hereto  with  respect  to  matters  herein  and  supersedes  all  prior
agreements  and  understandings,  oral or written,  between  the parties  hereto
relating to such matters.

15.               ASSIGNMENT

         Except  as  herein  expressly  provided,   the  respective  rights  and
obligations of the Executive and the Corporation under this Employment Agreement
shall not be assignable by either party without the written consent of the other
party and shall enure to the benefit of and be binding  upon the  Executive  and
the  Corporation and their permitted  successors or assigns,  including,  in the
case of the  Corporation,  any  other  corporation  or  entity  with  which  the
Corporation  may be merged  or  otherwise  combined  or which  may  acquire  the
Corporation or its assets in whole or in substantial  part,  and, in the case of
the  Executive,  his  estate  or other  legal  representatives.  Nothing  herein
expressed  or implied is intended to confer on any person other than the parties
hereto any rights,  remedies,  obligations or liabilities  under or by reason of
this Employment Agreement.

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16.               APPLICABLE LAW

         This Employment Agreement shall be deemed a contract under, and for all
purposes shall be governed by and construed in accordance  with, the laws of the
Province of Ontario  without regard to the conflicts of laws rules thereof.  The
Corporation and the Executive hereby each irrevocably  consent and attorn to the
jurisdiction  of the  courts of the  Province  of  Ontario  with  respect to any
dispute or proceeding arising in connection with this Employment Agreement.

17.               AMENDMENT OR MODIFICATION: WAIVER

         No  provision  of this  Employment  Agreement  may be amended or waived
unless such amendment or waiver is authorized by the Corporation  (including any
authorized  officer or  committee of the board of  directors)  and is in writing
signed by the Executive  and by a duly  authorized  officer of the  Corporation.
Except as  otherwise  specifically  provided in this  Employment  Agreement,  no
waiver by either party hereto of any breach by the other party of any  condition
or  provision of this  Employment  Agreement to be performed by such other party
shall be  deemed a waiver  of a  similar  or  dissimilar  breach,  condition  or
provision at the same time or at any prior or subsequent time.

18.               RESIGNATIONS

         The Executive  hereby agrees that, upon  termination of this employment
for any reason  whatsoever,  the Executive shall  thereupon be deemed,  upon the
request of the  Corporation,  to have  immediately  resigned  any  position  the
Executive may have as an officer and/or  director of the  Corporation,  together
with any other  office,  position or  directorship  which the Executive may hold
with any of the  Corporation's  subsidiaries  or related  entities in connection
with or arising from the performance of the Executive duties of employment under
this Employment Agreement. In such event, the Executive shall, at the reasonable
request of the Corporation,  forthwith execute any and all documents appropriate
to  evidence  such  resignations  which  are  consistent  with the terms of this
Employment Agreement.

19.               PROVISIONS SURVIVING TERMINATION

         It  is  expressly  agreed  that  notwithstanding   termination  of  the
Executive's employment with and by the Corporation for any reason or cause or in
any circumstances whatsoever, such termination shall be without prejudice to the
rights and obligations of the Executive and the  Corporation,  respectively,  in
relation or arising up to the time up to and including the date of  termination;
and the  provisions  of  Sections  8(c) and (d), 9, 10, 11, 12, 15, 17 and 18 of
this Employment Agreement,  all of which shall remain and continue in full force
and effect  unless and until the board of  directors of the  Corporation  at its
absolute discretion resolves otherwise and so notifies the Executive in writing.

20.               SEVERABILITY

         In the event that any provision or portion of this Employment Agreement
shall be determined to be invalid or unenforceable for any reason, the remaining
provisions and portions of this Employment Agreement shall be unaffected thereby
and shall  remain in full force and effect to the fullest  extent  permitted  by
law.

21.               COUNTERPARTS

         This  Employment  Agreement  may be executed in  counterparts,  each of
which shall be an original,  but all of which together shall  constitute one and
the same instrument.

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22.               REFERENCES

         In the event of the Executive's  death or a judicial  determination  of
his incompetency,  reference in this Employment Agreement to the Executive shall
be deemed, where appropriate, to refer to his beneficiary or beneficiaries.

23.               CAPTIONS

         Captions to the Sections of this  Employment  Agreement  are solely for
convenience  and no provision of this  Agreement is to be construed by reference
to the captions of that Section.

24.               CURRENCY

         Unless  otherwise  specified  herein,  all dollar  amounts  referred to
herein shall mean Canadian dollars.

         IN WITNESS  WHEREOF this  Employment  Agreement  has been executed by a
duly authorized officer of the Corporation and the Executive as of the day first
above written.


                                                 WAVERIDER COMMUNICATIONS INC.
                                                 By:      /s/ D. B. Sinclair
                                                          ----------------------
                                                          D. Bruce Sinclair
                                                          President and Chief
                                                          Executive Officer
SIGNED, SEALED and                          )
DELIVERED in the presence of:               )
                                            )
                                            )
                                            )
                                            )
/s/ T.S. Worthington                        )             /s/ Charles Brown
---------------------------------------                   ----------------------
Witness                                                    Charles W. Brown



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