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                                                                   EXHIBIT 10.38

                         CONSULTING SERVICES AGREEMENT

This Consulting Services Agreement ("Agreement") is made by and between 
Hewlett-Packard Company ("Seller") and the undersigned customer ("Customer") 
and is effective as of the date last signed by Seller or Customer ("Effective 
Date").

1. DEFINITIONS

      a. "Deliverables" means the tangible result of the services delivered by
         Seller to Customer as described in each Attachment A hereto.

      b. "Services" means those consulting services performed by Seller for
         Customer as described in Attachment A hereto. Services may include such
         activities as analysis., design, specification, planning,
         implementation, education, and performance optimization of systems and
         applications, and project management services as described in
         Attachment A.

2. TERM

         This Agreement shall commence on the Effective Date and shall continue
         in effect until terminated by either party in accordance with Section
         13 "Termination."

3. SERVICE PROVISIONS

      a. SCOPE OF WORK. Sell will provide those Services and/or Deliverables
         specifically described in one or more statements of work attached
         hereto as Attachment A. Customer and Seller will sign a separate
         Attachment A for each consulting assignment. Each Attachment A will
         reference this Agreement and will be executed by authorized
         representatives of Customer and Seller. For each consulting assignment
         performed by Seller hereunder, the Attachment A will specify the
         following:

         o Deliverables                  o Acceptance criteria
         o Estimated delivery schedule   o Names of the individuals coordinating
         o Total price                     the activities on behalf of Customer
         o Payment Schedule                and Seller
                                         o Any other information necessary to
                                           clarify the scope of the work Seller
                                           is providing to Customer

      b. SERVICE HOURS. Services will be performed during Seller's normal
         business hours at Customer's or Seller's facility, unless otherwise
         agreed in writing by the parties.

      c. DELIVERY SCHEDULE. The estimated dates for delivery of the services
         and/or Deliverables are set out in Attachment A. Seller will use
         reasonable efforts to meet the estimated delivery schedule set out in
         Attachment A, but will not be liable for failure to meet such dates.

4. CUSTOMER RESPONSIBILITIES

      a. CUSTOMER CONTACT. For each Attachment A hereto. Customer will appoint a
         customer contact to the Seller consultant providing Services. This
         contact, or a designated alternate, must be present at Customer's
         facility at all times Services are performed by Seller at such
         facility. Seller personnel will not enter or remain at Customer's
         facility in the absence thereof.


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            b.    INFORMATION AND ACCESS. Customer shall provide Seller with
                  access to and use of all information, documentation, computer 
                  time and facilities required to provide the Services to 
                  Customer hereunder. Customer is responsible for the 
                  completeness and accuracy of information upon which Seller 
                  will rely in providing the Services. Customer is responsible 
                  for determining that the Services and Deliverables meet 
                  Customer's business objectives.

            c.    CUSTOMER DELAYS. In the event Seller incurs delays, 
                  additional costs or labor as a result of any act or omission 
                  of Customer, including but not limited to Customer's failure 
                  to provide information, data or access to Customer's 
                  facilities or personnel. Customer agrees that Seller may, 
                  upon prior written notice to Customer, add reasonable charges
                  to the amounts invoiced to Customer and adjust the delivery 
                  schedule set forth in Attachment A.

      5.    CHANGE ORDERS

            a.    If Customer finds there is a need for a change in Attachment 
                  A or in any other aspect of the project, then (i) Customer 
                  shall submit a change order in writing; (ii) Seller shall 
                  evaluate the impact of the change order on the project 
                  schedule and respond by accepting or rejecting it within five 
                  (5) working days of receipt; (iii) Seller's acceptance of a 
                  change order shall include the estimated cost and impact, if 
                  any, on the project schedule; and (iv) Customer will notify 
                  Seller in writing within five (5) working days of receipt of 
                  Seller's acceptance whether Customer authorizes Seller to 
                  implement the change order based on the cost and schedule set 
                  out in Seller's acceptance.

            b.    If Seller finds that there is a need for a change in 
                  Attachment A or any other aspect of the project, then (i) 
                  Seller shall submit a change order in writing detailing the 
                  cost and impact, if any, on the project schedule; (ii) 
                  Customer shall respond by accepting or rejecting the change 
                  order within five (5) working days of receipt; and (iii) 
                  Customer's acceptance shall specifically authorize 
                  implementation of the change order based on the cost and 
                  schedule set out in Seller's requested change order.

            c.    In the event a change order is rejected, the party rejecting 
                  such change order shall be obligated to provide reasonable 
                  grounds for not accepting such change orders, and the party 
                  requesting the change order shall have five (5) working days 
                  from notification that the change order is not accepted to 
                  withdraw such change order. If such change order is not 
                  withdrawn, then either party shall have the right to 
                  terminate this Agreement. Upon such termination, Customer 
                  shall pay Seller's costs and labor incurred to date of 
                  termination on a time and material basis and shall promptly 
                  comply with Section 13a.

            d.    Although changes in the standard Seller products ordered for 
                  the Project are governed by the terms of Customer's Purchase 
                  Agreement, these changes may impact the Project Services and 
                  software development services provided under this Agreement. 
                  Therefore, changes in the standard Seller products ordered 
                  for the Project, whether requested by Customer or Seller, 
                  require that a change order be submitted by the requesting 
                  party detailing the desired changes.

      6.    ACCEPTANCE

            Acceptance of the Services and/or Deliverables provided to Customer 
            hereunder will occur upon Seller's demonstration that the Services 
            and/or Deliverables meet the acceptance criteria set out in the 
            applicable Attachment A. In the absence of any acceptance criteria 
            in Attachment A, acceptance of the Services will occur upon 
            Seller's completion of the performance of such Services, and 
            acceptance of the Deliverables will occur upon Seller's delivery of 
            such Deliverables to Customer. Notwithstanding the above, 
            Customer's operational or commercial use of the Deliverables shall 
            also constitute Acceptance.


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7.   WARRANTY

     HP warrants that Services provided hereunder will be performed in a
     professional and workmanlike manner in accordance with generally recognized
     commercial practices and standards.

     HP MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, FOR THE SERVICES OR ANY
     DELIVERABLES DEVELOPED OR PROVIDED HEREUNDER, AND SPECIFICALLY DISCLAIMS
     THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR
     PURPOSE.

8.   PRICE AND PAYMENT TERMS

     a.   PRICE. Prices quoted for the Services and Deliverables provided
          hereunder are valid for thirty (30) days from the quotation date.
          Prices include all materials, labor, and travel expenses, except as
          specified in Attachment A.

     b.   INVOICES. Seller will issue invoices for payment in accordance with
          the schedule set out in each Attachment A hereto. Charges for travel
          expenses may be invoiced separately.

     c.   PAYMENT. Payment for each invoice provided by Seller to Customer
          hereunder shall be due within thirty (30) days of the invoice date.

9.   TITLE AND RIGHTS IN DELIVERABLES

     a.   Except as provided in paragraph 9(b), all rights, title and interest
          in any and all Deliverables provided hereunder for shall belong to 
          Seller.

     b.   Seller grants Customer a perpetual, worldwide, nonexclusive,
          nontransferable license to use the Deliverables provided hereunder for
          Customer's internal use only.

     c.   Seller reserves the right to use any of the underlying ideas,
          concepts, know how, techniques and experience gained hereunder.

     d.   All copyrights and other intellectual property rights existing prior
          to the Effective Date shall belong to their originator.

     e.   Neither party shall gain by virtue of this Agreement any rights of
          ownership or copyright or any other intellectual property rights owned
          by the other.

10.  INTELLECTUAL PROPERTY PROTECTION

     a.   Seller will not knowingly infringe any patent, copyright, trade
          secret, mask work or trademark in the course of providing Services
          and/or Deliverables to Customer hereunder.

     b.   Seller will defend or settle any claim against Customer that Seller
          has knowingly infringed any patent, copyright, trade secret, mask work
          or trademark in the course of providing Services and/or Deliverables
          hereunder, provided Customer:

          1)   promptly notifies seller in writing of the claim; and

          2)   cooperates with Seller in, and grants Seller sole authority to
               control the defense and any related settlement.




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     c.   Seller will pay the cost of such defense and settlement and any costs
          and damages finally awarded by a court against Customer. If such a
          claim is made or appears likely to be made, Seller may procure the
          right for Customer to continue using the Deliverable, may modify
          the Deliverable, or may replace it. If use of the Deliverable is
          enjoined by a court and Seller determines that none of these
          alternatives is reasonably available, Seller will take back the
          Deliverable and refund its depreciated value.

     d.   Seller has no obligation for any claim of infringement arising from:

          1)   Seller's compliance with any designs, specifications or
               instructions of Customer;
          2)   modification of the Deliverable by Customer or a third party;
          3)   use of the Deliverable in a way not specified by Seller; or
          4)   use of the Deliverable with products not supplied by Seller.

     e.   This Section 10 states the entire liability of Seller for claims of
          infringement by Deliverables and Services supplied by Seller
          hereunder.

11.  LIMITATION OF REMEDIES AND LIABILITIES

     a.   Seller will be liable for damage to tangible property per incident up
          to $300,000, and for damages for bodily injury or death, to the extent
          a court of competent jurisdiction has determined that a Deliverable
          provided hereunder is defective and has directly caused such damages.

     b.   THE REMEDIES PROVIDED HEREIN ARE CUSTOMER'S SOLE AND EXCLUSIVE
          REMEDIES. IN NO EVENT SHALL SELLER OR ITS SUBCONTRACTORS BE LIABLE FOR
          LOSS OF DATA OR FOR DIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL
          (INCLUDING LOST PROFIT) OR OTHER DAMAGE WHETHER BASED IN CONTRACT,
          TORT, OR OTHERWISE.

12.  CONFIDENTIALITY

     Seller and Customer agree that all information exchanged between them is
     not confidential unless they have entered into a separate Confidential
     Disclosure Agreement.

13.  TERMINATION

     a.   TERMINATION OF ATTACHMENT A. Either party may terminate a specific
          Attachment A for cause in the event of the other party's refusal or
          inability to perform, or the breach of any material provision of this
          Agreement or Attachment A, provided the party in breach has been given
          thirty (30) days' prior written notice and has failed to cure the
          breach during the thirty (30) day cure period. In the event of
          termination, Customer will pay Seller's for all work performed and
          charges incurred by Seller up to date of termination, and Seller will
          provide Customer with any work in progress.

     b.   TERMINATION OF THIS AGREEMENT. Either party may terminate this
          Agreement for convenience upon thirty (30) days' prior written notice
          to the other party. Any termination of this Agreement shall not
          relieve either party of its obligations under any Attachment A in
          effect on the date of termination of this Agreement, unless otherwise
          mutually agreed to in writing by Seller and Customer.

14.  PERSONNEL

     a.   PERSONNEL ASSIGNMENTS. Seller reserves the right to select the
          consultants who will deliver the Services and/or Deliverables to
          Customer and to reassign employees as necessary. If Seller agrees to
          Customer's request for a specific Seller consultant, Customer agrees
          to pay any extra expenses associated with the use of the requested
          consultant.


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      b. SUBCONTRACTORS. Seller may use subcontractors to provide Services
         and/or Deliverables under this Agreement.

15. SURVIVAL OF PROVISIONS

         Sections 7, 9, 10 and 11 of this Agreement regarding disclaimer of
         warranty, title and rights in deliverables, intellectual property
         protection, and limitation of remedies and liability shall survive the
         termination of this Agreement.

16. NOTICES

         All notices required under or regarding this Agreement, or any
         Attachment A hereto, shall be in writing and shall be considered given
         upon personal delivery of the written notice to the Seller consultant
         or Customer representative designated in Attachment A, or within five
         (5) days of mailing, postage prepaid and appropriately addressed
         thereto.

17. ASSIGNMENT

         Neither party may assign or transfer any of its rights or obligations
         under this Agreement or any Attachment A hereto without the prior
         written consent of the other party, and any purported attempt to do so
         will be null and void.

18. EXHIBITS

         The following documents are attached hereto as exhibits, the terms of
         which are incorporated by reference in their entirety:

            Attachment A--Scope of Work

19. ORDER OF PRECEDENCE

         In the event the terms of this Agreement conflict with the terms
         contained in an Attachment A hereto, the terms of this Agreement shall
         govern.

20. MISCELLANEOUS

      a. SIMILAR SERVICES. Nothing in this Agreement will be construed to
         prohibit Seller from developing and providing materials or services to
         others that are similar to those delivered to Customer hereunder.

      b. STANDARD PRODUCTS. This Agreement is for services only. All standard
         hardware and software products sold or licensed to Customer are
         governed by the terms of separate agreement.

      c. SUPPORT. Unless otherwise agreed to by Seller and Customer in
         Attachment A, Seller is not responsible for providing support for any
         Deliverables delivered hereunder.

      d. INVALIDITY. Any term of this Agreement which is held to be invalid will
         be deleted, but the remainder of the terms of this Agreement will not
         be affected.

      e. FORCE MAJEURE. Neither party will be liable for performance delays or
         for non-performance due to causes beyond its reasonable control.

      f. WAIVER. Neither party's failure to exercise any of its rights under
         this Agreement will constitute or be deemed a waiver or forfeiture of
         those rights.


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     g.   GOVERNMENT REGULATIONS. No government procurement regulations or
          contract clauses are binding on either party unless required by law or
          mutually agreed.

     h.   EXPORT PROHIBITION. If Customer exports any Deliverable provided
          hereunder, Customer assumes responsibility for complying with
          applicable laws and regulations and for obtaining required export and
          import authorizations. Customer will not export or re-export any
          technical data in violation of applicable export regulations.

     i.   GOVERNING LAW. Any disputes arising in connection with this Agreement
          will be governed by the laws of the State of California.

     j.   ENTIRE AGREEMENT. This Agreement and any attachments constitute the
          entire agreement between Seller and Customer relating to transactions
          hereunder and supersede any previous communications, representations
          or agreements between the parties, whether oral or written, regarding
          transactions hereunder. Customer's additional or different terms and
          conditions will not apply. The terms and conditions of this Agreement
          may not be changed except by an amendment signed by an authorized
          representative of each party.

The parties hereto have caused this Consulting Services Agreement to be duly 
executed as of the date indicated below.

Seller:                                      CUSTOMER:

Hewlett-Packard Company                      ----------------------------------
                                             (Print Company Name of Customer)

Signed:                                      Signed:
       ---------------------------                  ---------------------------
Printed:                                     Printed:
        --------------------------                   --------------------------
Title:                                       Title:
      ----------------------------                 ----------------------------
Date:                                        Date:
     -----------------------------                -----------------------------


Address:  3000 Hanover Street                Address:
          Palo Alto, CA 94303-0890                   --------------------------

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