<PAGE>

                                                                   Exhibit 10.38

                               INVENTA CORPORATION

                           PRIVATE PLACEMENT AGREEMENT

      This Agreement is made as of January 28, 2000, among Inventa Corporation
(the "Company") and the entities listed on Schedule A hereto (individually, a
"Purchaser" and, collectively, the "Purchasers").

      Reference is made to the letter agreement (the "Letter Agreement") dated
as of January 14, 2000, among the Company and the Purchasers. Capitalized terms
used herein but not defined herein shall have the meanings given to them in the
Letter Agreement.

      1. Sale of Shares. The Company shall issue and sell to each Purchaser
listed on Schedule A, and each Purchaser shall purchase, the number of shares of
the Company's unregistered common stock (the "Shares") having the aggregate
purchase price set forth opposite such Purchaser's name on Schedule A, which
number represents such Purchaser's "pro rata share" of the Private Placement as
defined in the Letter Agreement, or such other number as agreed to by the
Company and the Purchaser. The price per share shall be equal to the price (the
"IPO Price") at which the Company offers its common stock to the public in its
initial firm commitment underwritten public offering (the "IPO"), less the
underwriting discount.

      2. Registration Rights. Each Purchaser that has purchased Shares pursuant
to the terms of this Agreement shall become a party to the Investor Rights
Agreement between the Company and the holders of the Company's preferred stock
and shall be a "Holder" thereunder with respect to such Shares, all of which
shall be deemed "Registrable Securities" for all purposes thereunder. All
consents required to be obtained in connection with the granting of these rights
have been or will be obtained by the Company prior to the closing of the IPO.

      3. Binding Agreement. This agreement represents a binding commitment by
the Company and the Purchasers. The closing of the sale, and the issuance of the
Shares hereunder, are subject to no conditions other than (a) the closing of the
IPO; (b) each Purchaser's payment for the shares shall occur contemporaneously
with the closing of the IPO; (c) no objection by regulatory authorities to this
Private Placement after full discussion and negotiation with the Company and its
legal counsel (with the participation of one legal counsel representing
Investors, if desired by Investors); (d) that no law, regulation, or regulatory
order requires that recission rights or other specific liability be assumed by
the Company or the underwriters or that special risks related to the Private
Placement be included in the prospectus filed in connection with the IPO; or (e)
that no delay in the IPO process be caused by resolution of matters related to
this Private Placement beyond delays caused by comments from regulatory
authorities with respect to other issues, provided that the Company has used its
good faith efforts (with the participation of one legal counsel representing
Investors, if desired by Investors) to timely resolve any regulatory issues that
arise in connection with this arrangement
<PAGE>

      4. Counterparts. This agreement may be executed in counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
<PAGE>

      IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their duly authorized officers as of the date and year first above
written.

                                       COMPANY:

                                       INVENTA CORPORATION

                                       By:
                                          --------------------------------------
                                                   David A. Lavanty
                                                   President

PURCHASERS:


BANCBOSTON VENTURES INC.

By:
   -------------------------------
Name:  Maia D. Heymann
Title: Director


PRIVATE EQUITY PORTFOLIO FUND II, LLC

By:
   -------------------------------
Name:  Glen Holland
Title: Vice President


BOSTON MILLENNIA PARTNERS
LIMITED PARTNERSHIP
By: Glen Partners Limited Partnership,
    its General Partner

By:
   -------------------------------
      General Partner
<PAGE>

BOSTON MILLENNIA ASSOCIATES I,
LIMITED PARTNERSHIP

By:
   -------------------------------
Title:
      ----------------------------


ESSEX PRIVATE PLACEMENT FUND II,
LIMITED PARTNERSHIP
By:  Essex Investment Mgt. Company LLC
     Its General Partner

By:
   -------------------------------
Title:
      ----------------------------
<PAGE>

                                    EXHIBIT A

                             SCHEDULE OF PURCHASERS

          Name and Address                                       Amount
--------------------------------------------------------------------------------
BancBoston Ventures Inc.                                      $1,596,700
435 Tasso Street, Suite 250
Palo Alto, CA 94301
Attention: Maia Heymann

Private Equity Portfolio II, LLC                                 228,100
c/o BancBoston Capital
175 Federal Street, 10th Floor
Boston, MA 02110
Attention: Glen Holland

Boston Millennia Associates I, Limited                            14,400
  Partnership
30 Rowes Wharf
Boston, MA 02110
Attention: Martin J. Hernon

Boston Millennia Partners Limited Partnership                    704,600
30 Rowes Wharf
Boston, MA 02110
Attention: Martin J. Hernon

Essex Private Placement Fund II,                                 456,200
  Limited Partnership
c/o Essex Investment Mgt. Company
125 High Street
Boston, MA 02110
Attention: Susan Stickells

            TOTAL                                             $3,000,000