<PAGE>

                                  Exhibit 10.38

                              Consultancy Agreement

<PAGE>

                              Consultancy Agreement



                The following Consultancy Agreement is concluded
                                     between


                                      GAIA
                             Akkumulatorenwerke GmbH
                      Montaniastra. 17 in 99734 Nordhausen
                      represented by the managing director

                    hereinafter referred to as - Principal -


                                       and


                            InnoventisConsulting GmbH
                       Rossertblick 27 in D-65817 Eppstein

             hereinafter referred to as - Innoventis or Contractor -




                                    Preamble

Due to the technical and economic situation of GAIA Akkumulatorenwerke GmbH,
Nordhausen the following Consultancy Agreement is concluded between GAIA and
Innoventis.

                                      (S) 1
                                 Subject matter

1.   Innoventis, represented by Dr. Franz Josef Kruger, represents GAIA
     Akkumulatorenwerke GmbH as the Chairman of the Management.
     The areas of tasks and responsibility are shown in the Rules of Procedure
     of GAIA.

2.   This Consultancy Agreement replaces the current contract of September 2001
     and enters into force and effect as per 01.09.2002.
     The Consultancy Agreement has a fixed term of 4 years until 31 August 2006.

3.   The parties agree to start talks on an extension of the Consultancy
     Agreement no later than 6 months before the expiry of the agreement.

<PAGE>

                                      (S) 2
                               Execution of Order

1.   The parties proceed on the assumption that the order will be carried out by
     Dr. F. J. Kruger personally.

                                      (S) 3
                                  Remuneration

1.   The Contractor shall charge a monthly fee of (Euro) 23,000 (net) for his
     services within the scope of the consultancy services.

2.   A) Any additional accommodation expenses, customary out-of-pocket expenses
     and travelling expenses shall be borne by the Principal.

     B) The Principal shall provide to the Contractor an upper-class company
     car, e.g. Audi A8, for business trips.

3.   The consulting services shall be billed each month on the 20/th/ of the
     month. The invoices are due for payment immediately after issuing the
     invoice without any deductions.

                                      (S) 4
                                 Duty of Secrecy

1.   The Contractor and any persons possibly assigned by him are obliged to
     maintain secrecy. This duty of secrecy includes all information on the
     Principal. The Contractor is obliged to ensure that third parties do not
     gain any knowledge of business secrets.

2.   Confidential information and business secrets are especially information on
     the procedures and business methods of the Principal and his enterprises in
     technical, commercial and other respects.

3.   This duty of secrecy continues to exist even after the end of the contract.

4.   The Contractor may only hand over written comments of all kinds, in
     particular reports, recommendations and press releases, which refer to the
     order and to the Principal, after obtaining the express, written consent
     from the Principal.

                                      (S) 5
                                Exclusive Dealing

1.   The Contractor undertakes to refrain from carrying out any activity for
     third parties which could entail the possibility of a conflict of interests
     between the Principal and a third party.

<PAGE>

                                      (S) 6
                      Safe Custody and Return of Documents

1.   The Contractor is obliged to store all the business documents and
     operational data provided to him in due form and return these to the
     Principal after the end of the contract.

2.   Insofar as the Contractor processes and stores data on electronic data
     carriers with the Principal's written consent within the framework of his
     order, he is obliged to furnish proof of the erasure thereof or to
     surrender the data carriers to the Principal at the end of the contract.


                                      (S) 7
                                  Miscellaneous

1.   No verbal additional agreements have been made.
     Amendments and supplements to this Agreement must be made in writing to
     enter into force and effect.

2.   Should individual provisions of this Agreement be or become invalid in toto
     or in part, this shall not affect the validity of the remaining provisions.
     By way of interpretation, provisions containing lacunae or invalid
     provisions shall be supplemented so that a reasonable provision is found
     which most closely approximates what the commercial aim of the contracting
     parties was or would have been if the contracting parties had considered
     the lacunae or the invalidity, taking into account the aim of the contract
     thereby.

3.   Nordhausen is the place of jurisdiction and venue.


Nordhausen, 19.08.2002                        Nordhausen, 19.08.2002


(Signature)                                   (Signature)
GAIA Akkumulatorenwerke GmbH                  InnoventisConsulting GmbH



Approval:
(Signature)
H.H. van Andel