Exhibit 10.38



                               SERVICES AGREEMENT


           THIS SERVICES AGREEMENT ("Agreement") is entered into as of January
1, 2004 between Leucadia National Corporation, a New York corporation
("Leucadia") and Joseph S. Steinberg ("Executive").

           WHEREAS, Executive is the President of Leucadia and the holder of a
significant number of outstanding common shares and common share purchase
warrants of Leucadia, and

           WHEREAS, Leucadia and Executive have determined that in the interests
of confidentiality and to permit Executive to devote all of his professional
time to matters related to the business of Leucadia and otherwise, it is in the
best interests of each of Leucadia and Executive that Leucadia provide certain
services to the Executive for himself and for his family members and/or
affiliated entities on the terms and conditions set forth in this Agreement, and

           WHEREAS, Executive wishes to obtain from Leucadia, and Leucadia
wishes to provide to Executive such services upon the terms and conditions set
forth in this Agreement.

           NOW, THEREFORE, the parties hereto agree as follows:

           1. SERVICES. As of the effective date of this Agreement, Leucadia
agrees to provide the services described in this Agreement in consideration of
the payment of the compensation described herein.

           At the request of Executive, Leucadia shall provide the following
services, as applicable:

           a. Accounting/Cash Management Services.

                (i) Provide general accounting services, prepare personal
financial statements, provide cash management services, maintain files and
monitor investments, debt and payables.

                (ii) Provide information to banks, brokers, attorneys, tax
accountants and other professional advisors to Executive or his family and/or
affiliates as requested.

           b. Tax Services.

           Collect and report tax information to tax accountants and provide
other ancillary services related thereto.


           c. Transportation Services.

           Provide Executive with a car and driver for incidental personal use,
which use shall not constitute more than twenty percent of the aggregate total
number of hours worked by drivers during the term of this Agreement.

           2. PERSONNEL. Leucadia directly or through its subsidiaries shall
provide all personnel necessary to carry out the services specified in this
Agreement. The number of personnel providing such assistance at any one time and
the number of hours such personnel devote to the specified services shall not be
fixed and shall at all times be determined by Leucadia in its sole judgment, but
shall at all times be adequate to properly and promptly perform and discharge
the specified services. It is expected that the accounting and tax related
services provided hereunder will be fulfilled by Corinne A. Maki, an employee of
Leucadia; if Ms. Maki is unable to fulfill these responsibilities, Leucadia
shall provide such other personnel as necessary to carry out these services.

           3. COMPENSATION. As compensation for the services provided under this
Agreement, Leucadia shall be paid at an annual rate of $54,000, payable in
advance at the beginning of each calendar year, plus any additional amounts that
may be agreed upon by Leucadia and Executive.

           4. TERM AND TERMINATION. The term of this Agreement shall commence on
the effective date set forth in the preamble to this Agreement and continue for
consecutive annual periods unless earlier terminated on not less than 120 days
prior notice, or such shorter period as may be agreed upon by Leucadia and
Executive.

           5. WAIVER. The waiver by any party of a breach or violation of any
provision of this Agreement shall not operate as or be construed to be a waiver
of any subsequent breach.

           6. GOVERNING LAW. This Agreement shall be construed in accordance
with and governed by the laws of the State of New York.

           7. ASSIGNMENT. No party hereto shall have the right to assign any of
its rights, duties or obligations under this Agreement without the prior written
consent of the other parties.

           8. NOTICES. All notices and other communications under this Agreement
shall be in writing and shall be deemed to have been duly given on the date of
service if personally served on the party to whom the notice is to be given, or
72 hours after mailing, if mailed to the party to whom notice is to be given by
first class mail, postage prepaid and properly addressed to the party at its
address set forth on the signature page of this Agreement or any other address
that such party may designate by written notice to the other parties.

           9. SUCCESSORS AND ASSIGNS. Subject to the restrictions on assignment
set forth hereinabove, this Agreement shall be binding upon and inure to the
benefit of the legal representatives, successors and assigns of the parties
hereto.

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           IN WITNESS WHEREOF, this Agreement has been executed as of the date
first hereinabove written.



                               LEUCADIA NATIONAL CORPORATION,
                               a New York corporation

                               By: /s/ Joseph A. Orlando
                                   ---------------------------------------------
                               Name: Joseph A. Orlando
                               Title: Vice President and Chief Financial Officer



                               JOSEPH S. STEINBERG

                               /s/ Joseph S. Steinberg
                               -------------------------------------------------
























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