EXHIBIT 4.05

                          TRADEMARK SECURITY AGREEMENT

      WHEREAS, Tidel Engineering, Inc., a Delaware corporation ("GRANTOR"), owns
the trademarks, trademark registrations, and trademark applications listed on
SCHEDULE 1 annexed hereto, and is a party to, or has been assigned the rights by
the party to, the trademark licenses listed on SCHEDULE 1 annexed hereto; and

      WHEREAS, Grantor and Texas Commerce Bank National Association, a national
banking association ("GRANTEE"), are parties to that certain Credit Agreement
dated as of the date hereof (as heretofore or hereafter amended, modified and in
effect from time to time, the "LOAN AGREEMENT"), providing for extensions of
credit to be made by Grantor to Grantee; and

      WHEREAS, pursuant to the terms of the Security Agreement (as defined in
the Loan Agreement), Grantor has granted to Grantee a security interest in all
of the assets of Grantor including all right, title and interest of Grantor in,
to and under all now owned and hereafter acquired trademarks, together with the
goodwill of the business symbolized by Grantor's trademarks, and all proceeds
thereof, to secure the payment of all amounts owing by Grantor under the Loan
Agreement;

      NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Grantor does hereby grant to
Grantee a continuing security interest in all of Grantor's right, title and
interest in, to and under the following (all of the following items or types of
property being herein collectively referred to as the "TRADEMARK COLLATERAL"),
whether presently existing or hereafter created or acquired:

            (1) each trademark, trademark registration and trademark
            application, including, without limitation, the trademarks,
            trademark registrations (together with any renewals, reissues,
            continuations or extensions thereof) and trademark applications
            referred to in SCHEDULE 1 annexed hereto, and all of the goodwill of
            the business connected with the use of, and symbolized by, each
            trademark, trademark registration and trademark application;
 
            (2) each trademark license and all of the goodwill of the business
            connected with the use of, and symbolized by, each trademark
            license; and

            (3) all products and proceeds of the foregoing, including, without
            limitation, any claim by Grantor against third parties for past,
            present or future (a) infringement or dilution of any trademark or
            trademark registration including, without limitation, the trademarks
            and trademark registrations referred to in SCHEDULE 1 annexed
            hereto, the trademark registrations issued with respect to the
            trademark applications referred in SCHEDULE 1 and the trademarks
            licensed under any trademark license, or (b) injury to the goodwill
            associated with any trademark, trademark registration or trademark
            licensed under any trademark license.

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This security interest is granted in conjunction with the security interests
granted to Grantee pursuant to the Loan Agreement. Grantor hereby acknowledges
and affirms that the rights and remedies of Grantee with respect to the security
interest in the Trademark Collateral made and granted hereby are more fully set
forth in the Loan Agreement, the terms and provisions of which are incorporated
by reference herein as if fully set forth herein.

      IN WITNESS WHEREOF, Grantor has caused this Trademark Security Agreement
to be duly executed by its duly authorized officer thereunto as of the 12th day
of June, 1997.

                                       GRANTOR:

                                       TIDEL ENGINEERING, INC.

                                       By:  /S/ MARK K. LEVENICK
                                       Name:  Mark K. Levenick
                                       Title:  President

Acknowledged, agreed and accepted as of the date hereof:

GRANTEE:

TEXAS COMMERCE BANK NATIONAL ASSOCIATION

By:  /S/ JEFFREY A. STERN
Name:  Jeffrey A. Stern
Title:  Vice President

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