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                                                                   EXHIBIT 10.38


      FIFTH AMENDMENT TO CREDIT AGREEMENT AND FIRST AMENDMENT TO SECURITY
                         AGREEMENT: SECURITIES ACCOUNT


THIS FIFTH AMENDMENT TO CREDIT AGREEMENT AND FIRST AMENDMENT TO AGREEMENT:
SECURITIES ACCOUNT (this "Amendment") is entered into as of January 11, 2002, by
and between HNC SOFTWARE INC., a Delaware corporation ("Borrower"), and WELLS
FARGO BANK, NATIONAL ASSOCIATION ("Bank").


                                    RECITALS

           WHEREAS, Borrower is currently indebted to Bank pursuant to the terms
and conditions of that certain Credit Agreement between Borrower and Bank dated
as of July 11, 1997, as amended from time to time ("Credit Agreement").

           WHEREAS, in connection with the Credit Agreement, Borrower has
executed and delivered to Bank a Security Agreement: Securities Account and
Addendum thereto (collectively, the Security Agreement") dated as of March 15,
2000.

           WHEREAS, Bank and Borrower have agreed to certain changes in the
terms and conditions set forth in the Credit Agreement and Security Agreement
and have agreed to amend the Credit Agreement and Security Agreement to reflect
said changes.

           NOW, THEREFORE, for valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree that the
Credit Agreement and Security Agreement shall be amended as follows:

           1. Section 1.1(c) of the Credit Agreement is hereby amended to read
as follows:

                      "(c) Borrowing and Repayment. Borrower may from time to
           time during the term of the Line of Credit borrow, partially or
           wholly repay its outstanding borrowings, and reborrow, subject to all
           of the limitations, terms and conditions contained herein or in the
           Line of Credit Note; provided however, that the total outstanding
           borrowings under the Line of Credit (including without limitation,
           the amount available to be drawn under outstanding Letters of Credit)
           shall not at any time exceed (i) the maximum principal amount
           available thereunder, as set forth above, less (ii) the PCS Credit
           Exposure. The term "PCS Credit Exposure" means the aggregated
           principal amount outstanding from time to time of loans made by
           Bank's Private Client Services Division ("PCS") under its Executive
           Home Equity Loan Program to Borrower's directors, officers or
           employees, which loans are guaranteed by Borrower, provided, however,
           that the PCS Credit Exposure shall not exceed $4,000,000.00. Nothing
           herein obligates Bank (including PCS) to make any such or other loans
           to Borrower's directors, officers or employees."

           2. The first sentence of Section 1.4 of the Credit Agreement (added
in the Third Amendment to Credit Agreement) is hereby amended to read as
follows:

                      "As security for all indebtedness of Borrower to Bank
           subject hereto and under Borrower's guaranties of the PCS Credit
           Exposure, Borrower hereby grants to Bank security interests of first
           priority in Borrower's Custody Account No. 358-214459 maintained with
           Bank, and Borrower's deposit account No. 4091-382226 maintained




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           with Bank. All references to deposit account No. 4417-802659 in any
           Security Agreement previously executed by Borrower in favor of Bank
           are hereby deemed to read deposit account No. 4091-382226."

           3. The term "Indebtedness" as defined and used in the Security
Agreement shall include, without limitation, (a) all indebtedness of Borrower to
Bank under or in connection with the Credit Agreement and the Loan Documents (as
such term is defined in the Credit Agreement) and (b) Borrower's guaranties of
the PCS Credit Exposure, as defined above.

           4. Except as specifically provided herein, all terms and conditions
of the Credit Agreement remain in full force and effect, without waiver or
modification. All terms defined in the Credit Agreement shall have the same
meaning when used in this Agreement. This Amendment and the Credit Agreement
shall be read together, as one document.

           5. Borrower hereby remakes all representations and warranties
contained in the Credit Agreement and reaffirms all covenants set forth therein.
Borrower further certifies that as of the date of the Amendment there exists no
Event of Default as defined in the Credit Agreement, nor any condition, act or
event which with the giving of notice or the passage of time or both would
constitute any such Event of Default.

           IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be executed as of the day and year first written above.

                                                     WELLS FARGO BANK,
HNC SOFTWARE INC.                                    NATIONAL ASSOCIATION

By: /s/ JOHN MUTCH                                   By: /s/ ALVA DIAZ
    -------------------------                            -----------------------
    John Mutch                                           Alva Diaz
    Chief Executive Officer                              Vice President


By: /s/ KENNETH J. SAUNDERS
    -------------------------
    Kenneth J. Saunders
    Chief Financial Officer





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