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                                                                   Exhibit 10.36

                            AGREEMENT NOT TO COMPETE

This Agreement not to compete by and between Dr. Alo Ghosh,  100% shareholder of
Techna  Consultancy  Private  Limited,  a company  registered  under the  Indian
Companies  Act  (to be  henceforth  referred  to as  Shareholder)  and  Research
Engineers,  Inc., a Delaware  Corporation  (to be henceforth  referred to as The
Company) is made and entered into as of this First day of October 1998.


                                    Recitals

A. Shareholder  will  receive a sum of two hundred and fifty three  thousand and
   nine hundred and eighty six thousand dollars  ($253,986)  October 1, 1998, in
   exchange for a written,  signed and duly executed Agreement for not competing
   with The Company.

B. Techna  Consultancy,  Private,  Limited  and The  Company  have an  Agreement
   whereby  Techna  Consultancy,  Private,  Limited  is  selling  its  assets to
   Research  Engineers (India) Private Limited,  a wholly owned  subsidiary,  of
   Research  Engineers,  Inc.  Pursuant  to  and  as  a  succeeding  part  to  a
   Sale-of-Assets Agreement, The Company is also acquiring an assurance from the
   100%  Shareholder  of  Techna  Consultancy,   Private,   Limited,   that  the
   Shareholder will not compete with The Company and thereby impair the goodwill
   of the assets being purchased by The Company  through its Indian  subsidiary.
   As part of the sale  covenants,  The  Company  wishes  to  restrict  the 100%
   Shareholder of Techna Consultancy,  Private, Limited from certain competitive
   activities.

                                    Agreement

Now  therefore,  for and in  consideration  of the  foregoing  recitals  and the
respective  covenants,  agreements and  representations  contained  herein,  the
parties hereto agree as follows.

1.  Shareholder  agrees  not  to  operate  any  business  in  India,   Pakistan,
Bangladesh, Sri Lanka, Nepal, Bhutan,  Afghanistan,  Iran and all Middle Eastern
Countries  similar to the  business  conducted by Techna  Consultancy,  Private,
Limited as of the effective date of this Agreement.

2.  Shareholder  will not directly or indirectly  solicit or otherwise deal with
any  existing  client of Techna  Consultancy,  Private,  Limited in India,  in a
manner  designed  to (or that could)  take  business  away from the buyer of its
assets,  The Company.  Shareholder,  on behalf of Techna  Consultancy,  Private,
Limited will notify its current clients accordingly,  through a letter that will
be prepared in consultation  with The Company,  within 45 days of this agreement
being effective.

3. For a period of two years,  after the closure of this Non-Compete  Agreement,
Shareholder  will not solicit or otherwise induce any employee of The Company to
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terminate his/her employment interest with The Company. In addition, Shareholder
shall not  solicit  those  employees  of Techna  Consultancy,  Private,  Limited
offered  employment  by The  Company,  prior  to  closure  of  this  Non-Compete
Agreement.  For a period of two years,  after the  closure of this Non-  Compete
Agreement,  The  Company  shall not  solicit  or induce any  employee  of Techna
Digital,  Techna  International,  and Techna Institute and/or their subsidiaries
and affiliates to terminate his/her employment interest with these entities. The
covenant for  non-solicitation  of each party's  employees,  for a period of two
years, shall be applicable on a worldwide basis

4.The duration of this Non-Compete Agreement with The Company is for a period of
ten years commencing from October 1, 1998. However,  insofar as the employees of
either party are concerned,  the mutual  non-solicitation-of-employees  covenant
shall be valid and enforceable for a period of two years only. Furthermore,  the
geographic area covered by this Agreement is restricted to the countries  listed
above.

5.  Notwithstanding  the  foregoing,  nothing in this  Agreement  shall  prevent
Shareholder  to  engage  in  competition  with  businesses,   subsidiaries,   or
affiliates of The Company other than the business Techna  Consultancy,  Private,
Limited is  currently  engaged in.  Similarly,  nothing in his  Agreement  shall
prevent The Company to engage in competition  with any business,  affiliate,  or
subsidiary of Shareholder.

6. At the time of signing of this  Agreement,  The Company will pay  Shareholder
the sum of  $253,986  by  direct  wire  transfer  to an  account  which has been
designated by Shareholder.  This amount will be transmitted  within one business
day of signing of this  Agreement,  failing which this entire  Agreement will be
null and void.

7.This Agreement,  and all documents executed and delivered hereunder,  shall be
deemed to be  contracts  under the laws of the US  courts  and for all  purposes
shall be  construed  and governed  under such laws.  Any suit or other action to
enforce any  provision  of this  Agreement  or to obtain any remedy with respect
hereto shall be brought in any US Court with competent  jurisdiction  sitting in
the State of California.

8.Although  this Agreement is signed on October 15th,  1998, the Agreement shall
be effective from October 1, 1998.




Signed, agreed and accepted this 15th day of October 1998.


/S/ DR. ALO GHOSH                         /S/ DR. JYOTI CHATTERJEE
-----------------                         ------------------------
Dr. Alo Ghosh                             Dr. Jyoti Chatterjee
Shareholder                               Executive Vice President
Techna Consultancy, Pvt. Ltd.             Research Engineers, Inc.

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