EXHIBIT 10.38

                        FORM OF NON-DISCLOSURE AGREEMENT

THIS AGREEMENT,  dated and made effective this _____ day of _______,  ______, is
made by and between TCSI Corporation, a Nevada Corporation ("Company"), with its
principal  office located at 1080 Marina Village  Parkway,  Alameda,  California
94501 and _______________ ("Recipient").

WHEREAS, Company is the owner of proprietary information hereinafter referred to
as "Confidential Information" as more fully defined below;

WHEREAS, the Recipient currently serves as a director of Company, or it has been
proposed  that  Recipient  serve as a director of Company,  and in so doing will
receive or create Confidential Information;

WHEREAS,  Company is willing to disclose  Confidential  Information to Recipient
solely in connection with Recipient's  duties as a director of Company (or as an
executive  officer  of  Company  or  in  any  other  authorized   capacity,   as
applicable); and

WHEREAS,  Recipient is willing to receive such Confidential  Information  solely
for the purposes of fulfilling  Recipient's  fiduciary  duties under the laws of
Nevada as director of Company (or as an  executive  officer of Company or in any
other authorized capacity, as applicable);

NOW, THEREFORE, the parties hereto do mutually agree that the above recitals are
incorporated into and made a part of this Agreement by reference and also agree,
intending to be legally bound, as follows:

     Section 1. Confidential  Information.  For purposes of this Agreement,  the
term "Confidential  Information"  means any information  disclosed to Recipient,
whether  orally,  in writing,  in any other medium,  however  documented (or not
documented),  by  or  on  behalf  of  Company,  including,  without  limitation,
Company's actual and proposed  business(es);  historical and protected financial
information;  budgets; services; products; trade secrets; techniques; processes;
operations; formulae; product specifications; know-how; processes; compositions;
inventions;   discoveries;   designs;  sketches;   drawings;  samples;  formats;
marketing  and  manufacturing   plans  and  materials;   analyses;   strategies;
forecasts;  research and development;  concepts; ideas; names, addresses and any
other characteristics,  identifying information or aspects of Company's existing
or potential  customers,  employees,  vendors or suppliers;  or any  information
derived, summarized or extracted from any of the foregoing.

     Confidential  Information shall not include any information which (i) is or
becomes  available to the public other than as a consequence  of a breach by any
person  of any  fiduciary  duty or  obligation  of  confidentiality,  including,
without limitation,  catalogues,  product descriptions and sales literature that
Company has distributed to the public  generally;  (ii) is disclosed as required
by a final,  unappealable  court  order and no  suitable  protective  order,  or
equivalent  remedy,  is available;  or (iii) Recipient was aware of prior to its
disclosure to Recipient by Company from a source not bound by a



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confidential  obligation.  Recipient hereby agrees that in the event an order by
any court or other  governmental  entity is issued  requiring  Recipient to turn
over any Confidential  Information,  Recipient shall give Company written notice
of such court order  immediately upon knowledge thereof and shall cooperate with
any efforts of Company to protect the confidentiality of the information.

     Section 2. Non-Disclosure of Confidential Information. Except in the course
of  performing  Recipient's  duties  as  a  director  of  the  Company,  or,  if
applicable,  as  an  executive  officer  of  Company  or in  another  authorized
capacity,  Recipient  hereby agrees to hold in strict  confidence  and trust all
Confidential  Information and not to disclose or otherwise  provide or transfer,
directly or indirectly,  any Confidential Information or anything related to the
Confidential  Information  to third  parties,  including,  but not  limited  to,
Recipient's  affiliates,  subsidiaries and business partners.  Recipient further
agrees that he may use the Confidential  Information only in connection with the
fulfillment of his fiduciary  duties to Company under the laws of Nevada and not
for any other purpose or for the benefit of any third party.

     Section 3. Return of  Confidential  Information.  Recipient  further agrees
that in the  event of  resignation  or  termination  of  Recipient's  duties  as
director of Company, Recipient will, promptly upon request by Company, return to
Company all written  Confidential  Information  received by Recipient from or on
behalf  of  Company,  including  any  and  all  copies  or  duplicates  of  such
Confidential  Information,  and all summaries or extracts  thereof in any medium
prepared  by or on behalf of  Recipient.  Recipient  shall,  upon the request of
Company,  supply Company with a written  confirmation  that he has fulfilled his
obligations under this Section 3.

     Section  4.  Irreparable  Harm.  Recipient  understands  that in the  event
Recipient  fails to comply with this Agreement,  Company may suffer  irreparable
harm which may not be  adequately  compensated  for by monetary  damages  alone.
Recipient, therefore, agrees that in the event of recipient breach or threatened
breach of this  Agreement,  Company will be entitled to injunctive  and/or other
preliminary or equitable relief, in addition to any other remedies  available at
law.

     Section 5.  Jurisdiction;  Service  of  Process.  Any action or  proceeding
seeking to enforce any  provision of, or based on any right arising out of, this
Agreement  may be brought  against any of the parties in the courts of the State
of California  County of Alameda or, if it has or can acquire  jurisdiction,  in
the United States  District  Court for the Northern  District of California  and
each of the  parties  consents  to the  jurisdiction  of such courts (and of the
appropriate  appellate  courts) in any such action or proceeding  and waives any
objection to venue laid therein. Process in any action or proceeding referred to
in the preceding sentence may be served on any party anywhere.  Recipient waives
any  requirement  that  Company  prove the  economic  value of any  Confidential
Information or post a bond or other security in connection  with the enforcement
of its rights hereunder.



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IN WITNESS  WHEREOF,  the parties  have caused this  Agreement to be executed on
__________, 2001.

                                       TCSI Corporation

                                       By:
                                          ------------------------------------
                                                (Name, Title)

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