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                                                                   EXHIBIT 10.29
                               SECURITY AGREEMENT

THIS AGREEMENT EXECUTED AT YORBA LINDA, OCTOBER 3, 1996 BY RESEARCH ENGINEERS,
INC.

(HEREIN CALLED "DEBTOR").

AS SECURITY FOR THE PAYMENT AND PERFORMANCE OF ALL OF DEBTOR'S OBLIGATIONS TO
UNION BANK OF CALIFORNIA. N.A.. (HEREIN CALLED "BANK"), IRRESPECTIVE OF THE
MANNER IN WHICH OR THE TIME AT WHICH SUCH OBLIGATIONS AROSE OR SHALL ARISE, AND
WHETHER DIRECT OR INDIRECT, ALONE OR WITH OTHERS, ABSOLUTE OR CONTINGENT. DEBTOR
DOES HEREBY GRANT A CONTINUING SECURITY INTEREST TO BANK IN ALL PERSONAL
PROPERTY (HEREIN CALLED "COLLATERAL"), WHETHER NOW OR HEREAFTER OWNED OR IN
EXISTENCE DESCRIBED AS

A. MOTOR VEHICLES:

B. OTHER:

  ALL ACOUNTS, DEPOSIT ACCOUNTS, INSTRUMENTS, CHATTEL PAPER, DOCUMENTS, GENERAL
  INTANGIBLES, INVENTORY, EQUIPMENT, FURHITURE, AND FIXTURES, NOU OR HEREAFTER
  OWNED OR ACPUIRED BY DEBTOR, ALL PROCEEDS AND INSURANCE PROCEEDS OF THE
  FORECOING, ALL GUARANTEES AND OTHER SECURITIES THEREFOR, AND ALL OF DEBTOR'S
  PRESENT AND FUTURE BOOKS AND RECORDS RELATING THERETO (INCLUDING COMPUTER-
  STORED INFORMATION AND ALL SOFTWARE RELATING THERETO) AND ALL CONTRACT RIGHTS
  WITH THIRD PARTIES RELATING TO THE MAINTENANCE OF ANY SUCH BOOKS, RECORDS AND
  INFORMATION.

  THE COLLATERAL DESCRIBED ABOVE WILL BE MAINTAINED AT 22700 SAVI RANCH PARKWAY
  YORBA LINDA. CA 92687*
  * and any other locations

C. ALL PERSONAL PROPERTY OF ANY KIND WHICH IS DELIVERED TO OR IN THE POSSESSION
   OR CONTROL OF BANK OR ITS AGENTS;
D. PROCEEDS OF ANY OF THE ABOVE-DESCRIBED PROPERTY. THE GRANT OF A SECURITY
   INTEREST IN PROCEEDS DOES NOT IMPLY THE RIGHT OF DEBTOR TO SELL OR DISPOSE OF
   ANY COLLATERAL DESCRIBED HEREIN WITHOUT THE EXPRESS CONSENT IN WRITING BY
   BANK. THE MAXIMUM AMOUNT OF INDEBTEDNESS TO BE SECURED AT ANY ONE TIME IS
   UNLIMITED UNLESS AN AMOUNT IS INSERTED N/A (TO BE COMPLETED ONLY IF AN
   ACCOMMODATION) N/A IS EXECUTING THIS AGREEMENT AS AN ACCOMMODATION DEBTOR
   ONLY AND HIS LIABILITY IS LIMITED TO THE SECURITY INTEREST CREATED IN
   COLLATERAL DESCRIBED HEREIN. THE DEBTOR BEING ACCOMMODATED IS N/A

  ALL TERMS AND CONDITIONS ON THE REVERSE SIDE HEREOF ARE INCORPORATED HEREIN AS
  THOUGH SET FORTH IN FULL.
  RESEARCH ENDINEERS, INC.

  BY: /S/ BRIAN PAUL    TITLE: CFO

AGREEMENT
1. The term credit is used throughout this Agreement in its broadest and most
   comprehensive sense. Credit may be granted at the request of any one Debtor
   without further authorization or notice to any other Debtor, including an
   Accommodation Debtor. Collateral shall be security for all obligations of
   Debtor to Bank in accordance with the terms and conditions herein.
2. Debtor will: (a) execute such Financing Statement and other documents and do
   such other acts and things, all as Bank may from time to time require, to
   establish and maintain a valid security interest in Collateral, including
   payment of all costs and fees in connection with any of the foregoing when
   deemed necessary by 
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   Bank; (b) pay promptly when due all indebtedness to Bank; (c) furnish Bank
   such information concerning Debtor and Collateral as Bank may from time to
   time request, including but not limited to current financial statements; (d)
   keep Collateral separate and identifiable and at the location described
   herein and permit Bank and its representatives to inspect Collateral and/or
   records pertaining thereto from time to time during normal business hours;
   (e) not sell. assign or create or permit to exist any lien on or security
   interest in Collateral in favor of anyone other than the Bank unless Bank
   consents thereto in writing and at Debtor's expense upon Bank's request
   remove any unauthorized lien or security interest and defend any claim
   affecting the Collateral; (f) pay all charges against Collateral prior to
   delinquency including but not limited to taxes, assessments, encumbrances,
   insurance and diverse claims, and upon Debtor's failure to do so Bank may pay
   any such charge as it deems necessary and add the amount paid to the
   indebtedness of Debtor hereunder; (g) reimburse Bank for any expenses
   including but not limited to reasonable attorneys' fees and legal expenses
   incurred by Bank in seeking to protect, collect or enforce any rights in
   Collateral; (h) when required, provide insurance in form and amounts and with
   companies acceptable to Bank and when required assign the policies or the
   rights thereunder to Bank: (i) maintain Collateral in good condition and not
   use Collateral for any unlawful purpose; (j) at its own expense, upon request
   of Bank, notify any parties obligated to Debtor on any Collateral to make
   payment to Bank and Debtor hereby irrevocably grants Bank power of attorney
   to make said notifications and collections; (k) and does hereby authorize
   Bank to perform any and all acts which Bank in good faith deems necessary for
   the protection and preservation of Collateral or its value or Bank's security
   interest therein, including transferring any Collateral into its own name and
   receiving the income thereon as additional security hereunder. Bank may not
   exercise any right under any corporate security, which might constitute the
   exercise of control by Bank so as to make any such corporation an affiliate
   of Bank within the meaning of the banking laws until after default.
3. The term default shall mean the occurrence of any of the following events:
   (a) non-payment of any indebtedness when due or non-performance of any
   obligation when due, whether required hereunder or otherwise; (b)
   deterioration or impairment of the value of Collateral; (c) non-performance
   by Debtor under this Agreement, default by Debtor of any other agreements
   with Bank dealing with the extension of credit or with debt owing Bank or any
   misrepresentation of Debtor or its representative to Bank whether or not
   contained herein; (d) a change in the composition of any Debtor which is a
   business entity; or (e) belief by Bank in good faith that there exists, or
   the actual existence of, any deterioration or impairment in the ability of
   Debtor to meet its obligations to Bank.
4. Whenever a default exists, Bank, at its option may: (a) without notice
   accelerate the maturity of any part or all of the secured obligations end
   terminate any agreement for the granting of further credit to Debtor; (b)
   sell, lease or otherwise dispose of Collateral at public or private sale;
   unless Collateral is perishable and threatens to decline speedily in value or
   is a type customarily sold on a recognized market, Bank will give Debtor at
   least five (5) days prior written notice of the time and place of any public
   sale or of the time after which any private sale or any other intended
   disposition may be made; (c) transfer any Collateral into its own name or
   that of its nominee; (d) retain Collateral in satisfaction of obligations
   secured hereby, with notice of such retention sent to Debtor as required by
   law; (e) notify any parties obligated on any Collateral consisting of
   accounts, instruments, chattel paper, chooses in action or the like to make
   payment to Bank and enforce collection of any Collateral herein; (f) require
   Debtor to assemble and deliver any Collateral to Bank at a reasonable
   convenient place designated by Bank; (g) apply all sums received or collected
   from or on account of Collateral including the proceeds of any sales thereof
   to the payment of the costs and expenses incurred in preserving and enforcing
   rights of Bank including but not limited to reasonable attorneys' fees, and
   indebtedness secured hereby in such order and manner as Bank in its sole
   discretion determines; Bank shall account to Debtor for any surplus remaining
   thereafter, and shall pay such surplus to the party entitled thereto,
   including any second secured party who has made a proper demand upon Bank and
   has furnished proof to Bank as requested in the manner provided by law; in
   like manner, Debtor, unless an Accommodation Debtor only, agrees to pay to
   Bank without demand any deficiency after any Collateral has been disposed of
   and proceeds applied as aforesaid; and (h) exercise its banker's lien or
   right of setoff in the same manner as though the credit were unsecured. Bank
   shall have all the rights and remedies of a secured party under the Uniform
   Commercial Code of California in any jurisdiction where enforcement is
   sought, whether in California or elsewhere. All rights, powers and remedies
   of Bank hereunder shall be cumulative and not alternative. No delay on the
   part of Bank in the exercise of any right or remedy shall constitute a waiver
   thereof and no exercise by Bank of any right or remedy shall preclude the
   exercise of any other right or remedy or further exercise of the same remedy.
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5.  Debtor waives: (a) all right to require Bank to proceed against any other
    person including any other Debtor hereunder or to apply any Collateral Bank
    may hold at any time or to pursue any other remedy; Collateral, endorsers or
    guarantors may be released, substituted or added without affecting the
    liability of Debtor hereunder (b) the defense of the Statute of Limitations
    in any action upon any obligations of Debtor secured hereby; (C) if he is an
    Accommodation Debtor, all rights under Uniform Commercial Code Section 9112;
    and (d) any right of subrogation and any right to participate in Collateral
    until all obligations hereby secured have been paid in full.
6.  Debtor warrants: (a) that it is or will be the lawful owner of all
    Collateral free of all claims, liens or encumbrances whatsoever, other than
    the security interest granted pursuant hereto; (b) all information,
    including but not limited to financial statements furnished by Debtor to
    Bank heretofore or hereafter, whether oral or written, is and will be
    correct and true as of the date given; and (c) if Debtor is a business
    entity, the execution, delivery and performance hereof are within its powers
    and have been duly authorized.
7.  The right of Bank to have recourse against Collateral shall not be affected
    in any way by the fact that the credit is secured by a mortgage, deed of
    trust or other lien upon real property.
8.  Debtor may terminate this Agreement at any time upon written notice to Bank
    of such termination; provided however, that such termination shall not
    affect his obligations then outstanding, any extensions or renewals thereof,
    nor the security interest granted herein which shall continue until such
    outstanding obligations are satisfied in full. Such termination shall not
    affect the obligations of other Debtors if more than one executes this
    Agreement.
9.  If more than one Debtor executes this Agreement. the obligations hereunder
    are joint and several. All words used herein in the singular shall be deemed
    to have been used in the plural when the context and construction so
    require. Any married persons who sign this Agreement expressly agree that
    recourse may be had against his/her separate property for all of his/her
    obligations to Bank.
10. This Agreement shall inure to the benefit of and bind Bank, its successors
    and assigns and each of the undersigned, their respective heirs, executors,
    administrators and successors in interest. Upon transfer by Bank of any part
    of the obligations secured hereby. Bank shall be fully discharged from all
    liability with respect to Collateral transferred therewith.
11. Whenever possible each provision of this Agreement shall be interpreted in
    such manner as to be effective and valid under applicable law, but, if any
    provision of this Agreement shall be prohibited or invalid under applicable
    law, such provisions shall be ineffective to the extent of such prohibition
    or invalidity without invalidating the remainder of such or the remaining
    provisions of this Agreement.