EXHIBIT 10.33

                                PROMISSORY NOTE
                                ===============

                                        
$150,000.00                                                       DATE:  2/10/98
Costa Mesa, California

For value received, the undersigned promises to pay in lawful money to Aram H.
Keith. at his office at 2955 Redhill Avenue, Costa Mesa, California 92626, the
sum of One Hundred Fifty Thousand dollars ($150,000.00), plus interest.  This
note arises from the assignment, as of this date, from the following:

     1.   That certain Promissory Note dated February 26, 1997, extended 
          as of August 26, 1997, to a new maturity date of February 26, 
          1998, in the amount of $50,000 payable to the Wyckoff Company 
          Money Purchase Pension Plan and

     2.   That certain Promissory note in the amount of $100,000, dated 
          February 21, 1997 payable to Douglas and Ilene Trovato, which 
          evidences a cash loan of $50,000 on February 21, 1997 and an 
          additional cash loan of $50,000 on February 24, 1997.

The above described Promissory Notes were assigned to Aram H. Keith in
consideration for the transfer by him of certain shares of stock which he had
owned in The Keith Companies, Inc.

Interest shall be payable at the rate of ten percent (10%) per annum on the
unpaid balance of the within note.  Such interest shall commence February 10,
1998.

Notwithstanding any other provision of this note, the undersigned agrees to pay
interest on all sums of interest and principal at the rate of ten percent (10%)
per annum from the date when due (whether or not such maturity results from the
exercise of any option of the holder of this note) to date of payment.

In the event of commencement of suit to enforce payment of this note, the
undersigned agrees to pay such additional sum as attorney fees as the court may
adjudge reasonable.

The makers hereby waive extension of time payment, presentment and demand for
payment, protest and notice of demand, protest non-payment or dishonor of this
note.

Executed as of the 10th day of February, 1998.

KEITH ENGINEERING, INC.


 /s/ FLOYD S. REID

By:  Floyd S. Reid
Secretary/Treasurer