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                                                                   EXHIBIT 10.32
                                  LINE OF CREDIT

FOR VALUE RECEIVED, on AUGUST 31, 1997 the undersigned ("Debtor") promises to
pay to the order of UNION BANK OF CALIFORNIA. N.A. ("Bank"), as indicated below,
the sum of FIVE HUNDRED THOUSAND AND NO/100 Dollars ($500.000.00) or so much
thereof as is disbursed, together with interest on the balance of such principal
sum from time to time outstanding, at a per annum rate equal to the Reference
Rate,), such per annum rate to change as and when the Reference Rate shall
change.

As used herein, the term "Reference Rate" shall mean the rate announced by Bank
from time to time at its corporate headquarters as its "Reference Rate.  The
Reference Rate is an index rate determined by Bank from time to time as a means
of pricing certain extensions of credit and is neither directly tied to any
external rate of interest or index nor necessarily the lowest rate of interest
charged by Bank at any given time. All computations of interest under this note
shall be made on the basis of a year of 360 days, for actual days elapsed.

1. INTEREST PAYMENTS.  Debtor shall pay interest Monthly. Should interest not be
so paid, it shall become a part of the principal and thereafter bear interest as
herein provided.

At any time prior to the maturity of this note, the maker(s) may borrow, repay
and reborrow hereon so long as the total outstanding at any one time does not
exceed the principal amount of this note.

Debtor shall pay all amounts due under this note in lawful money of the United
States at Bank's ORANGE COUNTY CBO Office, or such other office as may be
designated by Bank, from time to time.

2.  LATE PAYMENTS.  If any installment payment required by the terms of this
note shall remain unpaid ten days after due, at the option of Bank, Debtor
shall pay a fee of $100 to Bank.

3.  INTEREST RATE FOLLOWING DEFAULT.  In the event of default, at the option of
Bank, and, to the extent permitted by law, shall be payable on the outstanding
principal under this note at a per annum rate equal to five percent (5%) in
excess of the interest rate specified in the initial paragraph of this note,
calculated from the date of default until all amounts payable under this note
are paid in full.

4. DEFAULT AND ACCELERATION OF TIME FOR PAYMENT. Default shall include, but not
be limited to, any of the following (a) the failure of Debtor to include, make
any payment required under this note when due; (b) any breach, misrepresentation
or other default by Debtor, any guarantor, co-maker, endorser, or any person or
entity other than Debtor providing security for this note (hereinafter
individually and collectively referred to as the "Obligor")under any security
agreement, guaranty or other agreement between Bank and any Obligor; (c) the
insolvency of any Obligor or the failure of any Obligor generally to pay such
Obligor's debts as such debts become due; (d) the commencement as to any Obligor
of voluntary or involuntary proceeding under any laws relating to bankruptcy,
insolvency, reorganization, arrangement, debt adjustment or debtor relief; (e)
the assignment by any Obligor for the benefit of such Obligor's creditors: (f)
the appointment, or commencement of any proceedings for the appointment, of a
receiver, trustee, custodian or similar official for all or substantially all of
any Obligor's property; (g) the commencement of any proceeding for the
dissolution or liquidation of any Obligor; (h) the termination of existence or
death of any Obligor; (i) the revocation of any guaranty or subordination
agreement given in connection with this note (j) the failure of any Obligor to
comply with any order, judgment, injunction, decree, writ or demand of any court
or other public authority; (k) the filing or recording against any Obligor, or
the property of any Obligor, of any notice of levy, notice to withhold, or other
legal process for taxes other than property taxes; (l) the default by any
Obligor personally liable for amounts owed hereunder on any obligation
concerning the borrowing of money; (m) the issuance against any Obligor, or the
property of any Obligor, of any writ of attachment, execution, or other judicial
lien; or (n) the deterioration of the financial condition of any Obligor which
results in Bank deeming itself, in good faith, insecure.  Upon the occurrence of
any such default, Bank, in its discretion. may cease to advance funds hereunder
and may declare all obligations under this note immediately due and payable;
however, upon the occurrence of an event of default under d, e, f, or g, all
principal and interest shall automatically become immediately due and payable.
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5. ADDITIONAL AGREEMENTS OF DEBTOR.  If any amounts owing under this note are
not paid when due, Debtor promises to pay all costs and expenses, including
reasonable attorneys' fees, incurred by Bank in the collection or enforcement of
this note. Debtor and any endorsers of this note, for the maximum period of time
and the full extent permitted by law, (a) waive diligence, presentment, demand,
notice of nonpayment, protest, notice of protest, and notice of every kind; (b)
waive the right to assert the defense of any statute of limitations to any debt
or obligation hereunder; and (c) consent to renewals and extensions of time for
the payment of any amounts due under this note. If this note is signed by more
than one party, the term "Debtor" includes each of the undersigned and any
successors in interest thereof; all of whose liability shall be joint and
several. Any married person who signs this note agrees that recourse may be had
against the separate property of that person for any obligations hereunder. The
receipt of any check or other item of payment by Bank, at its option, shall not
be considered a payment on account until such check or other item of payment is
honored when presented for payment at the drawee bank. Bank may delay the credit
of such payment based upon Bank's schedule of funds availability, and interest
under this note shall accrue until the funds are deemed collected. In any action
brought under or arising out of this note, Debtor and any endorser of this note,
including their successor and assigns, hereby consents to the jurisdiction of
any competent court within the State of California, except as provided in any
alternative dispute resolution agreement executed between Debtor and Bank, and
consents to service of process by any means authorized by California law.  The
term "Bank" includes, without limitation, any holder of this note. This note
shall be construed in accordance with and governed by the laws of the State of
California. This note hereby incorporates any alternative dispute resolution
agreement, previously, concurrently or hereafter executed between Debtor and
Bank.



RESEARCH ENGINEERS, INC.


By:   /S/ Brian Paul
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Title:  CFO
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