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                                                                   EXHIBIT 10.38

                   VOTING AND TRANSFER RESTRICTION AGREEMENT

   This VOTING AGREEMENT (this "Agreement") is entered into as of this 20th day
of November, 1999, by and among Fieldworks, Incorporated, a Minnesota
corporation ("Company"), and those persons listed on Exhibit "A" hereto
(collectively, the "Shareholders"), and, for the purpose of enforcing its
rights under this Agreement pursuant to the Minnesota Business Corporation Act,
Industrial-Works Holding Corp., a Delaware corporation ("Purchaser").

                                  WITNESSETH:

   WHEREAS, the Company has entered into that certain Securities Purchase
Agreement dated as of November 20, 1999 (the "Purchase Agreement"), pursuant to
which the Company will issue to Purchaser 4,250,000 shares of the Company's
Series B Participating Preferred Stock ("Series B Stock"), which is convertible
into an equal number of shares of the Company's common stock (the "Company
Common Stock"), and warrants to purchase 500,000 shares of Company Common
Stock, in exchange for the consideration set forth in the Purchase Agreement;

   WHEREAS, the Company and the Shareholders are entering into this Agreement
in order to fulfill the obligations of the Company pursuant to Section 5.01 of
the Purchase Agreement;

   WHEREAS, the Shareholders believe that the terms of this Agreement, and the
transactions contemplated by the Purchase Agreement, are in the best interests
of both the Company and the Shareholders, and the Company and the Shareholders
will benefit substantially from the performance of the transactions and
obligations thereunder:

   NOW, THEREFORE, as an inducement to Purchaser to enter into and to perform
its obligations under the Purchase Agreement, and in consideration of the
benefits to be realized by both the Company and the Shareholders from such
performance, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, and in accordance with Section
302A.455 of the Minnesota Business Corporation Act, the parties hereto agree as
follows:

    1.  Voting. Each Shareholder agrees that:

     a.  He, she or it shall vote or cause to be voted (or give a written
  consent with respect to) all of his, her, or its shares of Company Common
  Stock in favor of the Purchase Agreement and all transactions contemplated
  thereby.

     b. For a period of three (3) years following the closing of the
  transactions contemplated by the Purchase Agreement, at any special or
  annual meeting of Company stockholders at which directors of the Company
  are to be elected, or in connection with a solicitation of consents through
  which directors of the Company are to be elected, he, she or it shall vote
  or cause to be voted (or give a written consent with respect to) all of
  his, her, or its shares of Company Common Stock (i) in favor of the
  election to the board of directors of the nominees favored by Purchaser,
  and (ii) against any nominees opposed by Purchaser, with respect to the
  three (3) or five (5) directors, whichever is the number of directors
  Purchaser may elect pursuant to its rights as a holder of Series B Stock.

   2.  Restrictions on Transfer of Company Common Stock. Each Shareholder
agrees that he, she, or it will not transfer, sell, assign, or otherwise
dispose of, in whole or in part, the shares of Company Common Stock held by
him, her, or it on or prior to March 20, 2000.

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   3.  Restrictions on Transfer or Exercise of Options and Warrants. Each
Shareholder agrees that he, she, or it will not transfer, sell, assign, or
otherwise dispose of, or convert, exercise or attempt to exercise or convert,
in whole or in part, any options convertible into, or warrants to purchase,
shares of Company Common Stock held by him, her, or it on or prior to March 20,
2000.

   4.  Termination. This Agreement and the obligations contained herein shall
continue in effect for the period commencing on the date hereof and ending at
the earliest of (i) [January 31, 2003], (ii) the date, if any, upon which the
Purchase Agreement is terminated pursuant to the provisions of Section 6.03(a)
or (b) thereof, or (iii) the date, if any, upon which the Purchaser and all
parties hereto mutually agree to terminate the obligations and rights of the
parties hereunder.

   5.  Miscellaneous.

     a.  Additional Representations. Each Shareholder represents and warrants
  that (i) he, she or it has the requisite power and authority to enter into
  and perform this Agreement; and (ii) the performance of this Agreement by
  such Shareholder will not require him, her or it to obtain the consent,
  waiver or approval of any person and will not, to the best of his, her or
  its knowledge, violate, result in a breach of or constitute a default under
  any statute, regulation, agreement, judgment, consent, decree or
  restriction by which he, she or it is bound.

     b.  Severability. If any term, provision, covenant or restriction of
  this Agreement is held by a court of competent jurisdiction to be invalid,
  void or unenforceable, the remainder of the terms, provisions, covenants
  and restrictions of this Agreement shall remain in full force and effect
  and shall in no way be affected, impaired or invalidated.

     c.  Amendments and Modification. This Agreement may not be modified,
  amended, altered or supplemented except upon the execution and delivery of
  a written agreement executed by the parties hereto. Notwithstanding the
  foregoing, this Agreement may not be amended without the written consent of
  Purchaser.

     d.  Equitable Relief. Each Shareholder agrees that if he, she, or it
  fails to perform his, her or its obligations under this Agreement for any
  reason, then Purchaser shall be entitled to specific performance and
  injunctive or other equitable relief, and each Shareholder hereby further
  agrees to waive any requirement for the securing or posting of any bond in
  connection with the obtaining of any injunctive or other equitable relief.
  This provision is without prejudice to any other rights that Purchaser may
  have against such Shareholder for any failure to perform his, her or its
  obligations under this Agreement.

     e.  Governing Law. This Agreement and the legal relations between the
  parties hereto arising from this Agreement shall be governed by and
  construed in accordance with the laws of the State of Minnesota, without
  reference to or application of any conflicts of law principles.

     f.  Entire Agreement. This Agreement contains the entire agreement and
  understanding of the parties hereto in respect of the subject matter
  hereof, and supersedes all prior negotiations and understandings between
  the parties with respect to such subject matters.

     g.  Counterparts. This Agreement may be executed in multiple
  counterparts, each of which shall be deemed an original, but all of which
  together shall constitute one and the same agreement.

     h.  Binding Effect. During the term of this Agreement, the rights and
  obligations of the parties hereto shall inure to the benefit of and be
  binding upon the parties and all transferees, assigns, and successors of
  the Shareholders with respect to shares of Company Common Stock.

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     i.  Capacity. The shareholders are executing this Agreement in their
  capacity as shareholders, and not in their capacity as directors or
  officers, and, without limiting their obligations as shareholders, nothing
  herein shall limit their actions or require any actions in any director or
  officer capacity.

                            [Signature Page Follows]

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   IN WITNESS WHEREOF, this Agreement has been duly executed and delivered as
of the day and year first written above.

                                          FIELDWORKS, INCORPORATED

                                          By: /s/ David G. Mell________________
                                          Its: President & Chief Executive
                                           Officer_____________________________

                                          SHAREHOLDERS

                                          By: /s/ Gary J. Beeman_______________
                                            Gary J. Beeman

                                          By: /s/ James A. Bernards____________
                                            James A. Bernards

                                          By: /s/ Karen L. Engebretson_________
                                            Karen L. Engebretson

                                          By: /s/ Robert W. Heller_____________
                                            Robert W. Heller

                                          By: /s/ David C. Malmberg____________
                                            David C. Malmberg

                                          By: /s/ David G. Mell________________
                                            David G. Mell

                                          By: /s/ Robert C. Szymborski_________
                                            Robert C. Szymborski

                                          By: /s/ Richard J. York______________
                                            Richard J. York

                                          By: /s/ George E. Kline______________
                                            George E. Kline for Brightstone
                                           Entities

                                          INDUSTRIAL-WORKS HOLDING CORP.

                                          By: /s/ Michael E. Johnson___________

                                          Its: President_______________________

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                                   EXHIBIT A
                                       TO
                                VOTING AGREEMENT

   Gary J. Beeman
   James A. Bernards
   Karen L. Engebretson
   Robert W. Heller
   David C. Malmberg
   David G. Mell
   Robert C. Szymborski
   Richard J. York
   Brightstone Entities

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