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                                                                   EXHIBIT 10.38

VERITY

                                                                  VERITY BENELUX

                                 LOAN AGREEMENT

THE UNDERSIGNED:

Verity Benelux B.V., with offices in De Meern, The Netherlands, for these
purposes legally represented by its authorised signatory Mr E.M. Weenink, and
hereinafter referred to as "the Lender";

and

Mr Sluimer, residing in IJsselstein, province of Utrecht, The Netherlands,
hereinafter referred to as "the Borrower;

WHEREAS:

-     the Lender is willing to extend a loan, which the Borrower wishes to
      accept;

-     the parties wish to record the terms and conditions of the loan in a
      written contract;

HAVE AGREED AS FOLLOWS:

ARTICLE 1

The Lender hereby grants the Borrower a loan in the amount of NLG 209.931 ,
which loan the Borrower hereby accepts. The said amount shall be made available
to the Borrower on 19 April 2000 by payment of the tax due on option grant no.
4077, comprising 24000 options at an exercise price of USD 31.75.

ARTICLE 2

1.    The loan shall carry interest at a rate of 0% per annum for the period
      commencing on 19 April 2000 and expiring on 1 May 2005.

2.    As for the period following expiry, the parties may, in mutual
      consultation, agree on a new rate of interest to apply to such a period as
      they shall determine. Should the parties not agree on a changed rate of
      interest, the aforesaid rate shall continue to apply.

3.    The rate referred to in Article 2.1 shall be adjusted to reflect market
      rates if the Borrower should not be able to sign Annex 2.


Loan Agreement HS                                                Grant no. 4077
EW                                                               (signed)


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VERITY

                                                                  VERITY BENELUX

ARTICLE 3

The loan shall run until any of the following events occur:

1.    exercise of any of the underlying options no. 4077;

2.    termination of employment relationship with Verity Benelux;

3.    expiry of the options without their being actually exercised.

If an event as described in Article 3.2 or 3.3 should occur, Verity shall waive
the loan and assume liability for the ensuing tax consequences.

ARTICLE 4

The Lender shall not be entitled to alienate or encumber the claim arising from
the loan or transfer the claim by way of a security interest.

ARTICLE 5

1.    The loan agreement shall end by operation of law, and the amount owed by
      the Borrower at that time shall become immediately payable upon demand in
      the following cases:

      -     if the Borrower defaults on any obligation arising from this
            agreement;

      -     if the Borrower is adjudged bankrupt or the Borrower's assets are
            attached or an administrator is appointed to manage all or any part
            of the Borrower's assets.

2.    If the records of the tax authorities should bear out or -- in the event
      of a dispute - the highest tax court should consider that this agreement
      includes one or more taxable elements which the parties had no intention
      of including, this agreement shall be deemed to have been superseded from
      the very start by an agreement containing no such element(s).

ARTICLE 6

Payment of the sum of money owed under the loan agreement shall be applied,
first of all, against the costs, then against any interest due, and finally
against the principal and any current interest.

ARTICLE 7

The parties hereby exclude the possibility of this loan being set off against
any amount owed by the Lender to the Borrower.


Loan Agreement HS                                                Grant no. 4077
EW                                                               (signed)


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VERITY

                                                                  VERITY BENELUX

ARTICLE 8

If any circumstances should occur which were apparently `unforeseeable', the
parties shall be under an obligation to discuss making an adjustment/change to
the loan agreement in such a way as to provide for the unforeseen circumstances.

ARTICLE 9

The parties hereby waive their right to dissolve this agreement, and to do so,
in particular, on the grounds of Article 265, Book 6 of the Dutch Civil Code.

ARTICLE 10

All costs associated with the conclusion of this loan agreement, and all
transactions or juristic acts connected with or arising from same, shall be
payable by the financier.

Thus agreed upon and signed in duplicate originals in De Meern, The Netherlands,
on 19 April 2000.

Lender                                      Borrower

/s/ Eric Weenink                            /s/ Hugo Sluimer


Loan Agreement HS                                                Grant no. 4077
EW                                                               (signed)