EXHIBIT 10.5













ActionPoint, Inc.

1998 Employee Stock Purchase Plan

Adopted Effective July 1, 1998

Amended and Restated Effective March 7, 2000

Amended and Restated Effective July 1, 2002

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TABLE OF CONTENTS

`PAGE
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   SECTION 1.  PURPOSE OF THE PLAN.................................   1
   SECTION 2.  ADMINISTRATION OF THE PLAN..........................   1
	(a)  Committee Composition.................................   1
	(b)  Committee Responsibilities............................   1
   SECTION 3.  STOCK OFFERED UNDER THE PLAN........................   1
	(a)  Authorized Shares.....................................   1
	(b)  Anti-Dilution Adjustments.............................   1
	(c)  Reorganizations.......................................   1
   SECTION 4.  ENROLLMENT AND PARTICIPATION........................   2
	(a)  Offering Periods......................................   2
	(b)  Accumulation Periods..................................   2
	(c)  Enrollment............................................   2
	(d)  Duration of Participation.............................   2
	(e)  Applicable Offering Period............................   2
   SECTION 5.  EMPLOYEE CONTRIBUTIONS..............................   3
	(a)  Commencement of Payroll Deductions....................   3
	(b)  Amount of Payroll Deductions..........................   3
	(c)  Changing Withholding Rate.............................   3
	(d)  Discontinuing Payroll Deductions......................   3
	(e)  Limit on Number of Elections..........................   3
   SECTION 6.  WITHDRAWAL FROM THE PLAN............................   3
	(a)  Withdrawal............................................   3
	(b)  Re-Enrollment After Withdrawal........................   3
   SECTION 7.  CHANGE IN EMPLOYMENT STATUS.........................   3
	(a)  Termination of Employment.............................   3
	(b)  Leave of Absence......................................   3
	(c)  Death.................................................   4
   SECTION 8.  PLAN ACCOUNTS AND PURCHASE OF SHARES................   4
	(a)  Plan Accounts.........................................   4
	(b)  Purchase Price........................................   4
	(c)  Number of Shares Purchased............................   4
	(d)  Available Shares Insufficient.........................   4
	(e)  Issuance of Stock.....................................   4
	(f)  Tax Withholding.......................................   4
	(g)  Unused Cash Balances..................................   5
   SECTION 9.  LIMITATIONS ON STOCK OWNERSHIP......................   5
	(a)  Five Percent Limit....................................   5
	(b)  Dollar Limit..........................................   5
   SECTION 10.  RIGHTS NOT TRANSFERABLE............................   6
   SECTION 11.  NO RIGHTS AS AN EMPLOYEE...........................   6
   SECTION 12.  NO RIGHTS AS A STOCKHOLDER.........................   6
   SECTION 13.  SECURITIES LAW REQUIREMENTS........................   6
   SECTION 14.  AMENDMENT OR DISCONTINUANCE........................   6
	(a)  General Rule..........................................   6
	(b)  Impact on Purchase Price..............................   6
   SECTION 15.  DEFINITIONS........................................   7
	(a)  Accumulation Period...................................   7
	(b)  Board.................................................   7
	(c)  Code..................................................   7
	(d)  Committee.............................................   7
	(e)  Company...............................................   7
	(f)  Compensation..........................................   7
	(g)  Corporate Reorganization..............................   7
	(h)  Eligible Employee.....................................   7
	(i)  Exchange Act..........................................   7
	(j)  Fair Market Value.....................................   7
	(k)  Offering Period.......................................   8
	(l)  Participant...........................................   8
	(m)  Participating Company.................................   8
	(n)  Plan..................................................   8
	(o)  Plan Account..........................................   8
	(p)  Purchase Price........................................   8
	(q)  Stock.................................................   8
	(r)  Subsidiary............................................   8
   SECTION 16.  EXECUTION..........................................   8`

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ActionPoint, Inc.

1998 Employee Stock Purchase Plan

1. PURPOSE OF THE PLAN.

The Board adopted the Plan effective on March 25,
1998, effective as of July 1, 1998.  The Board most recently amended and
restated the Plan effective as of July 1, 2002.  The purpose of the Plan is
to provide Eligible Employees with an opportunity to increase their proprietary
interest in the success of the Company by purchasing Stock from the Company on
favorable terms and to pay for such purchases through payroll deductions.  The
Plan is intended to qualify for favorable tax treatment under section 423
of the Code.

1. Committee Composition



1. Authorized Shares





1. Offering Periods







1. Reaches the end of the Accumulation Period in which his
or her employee contributions were discontinued under Section 5(d) or
9(b);
2. Is deemed to withdraw from the Plan under
Subsection (c) above;
3. Withdraws from the Plan under Section 6(a);
or
4. Ceases to be an Eligible Employee.

A Participant whose employee contributions were discontinued
automatically under Section 9(b) shall automatically resume participation
at the beginning of the earliest Accumulation Period ending in the next calendar
year, if he or she then is an Eligible Employee.  In all other cases, a former
Participant may again become a Participant, if he or she then is an Eligible
Employee, by following the procedure described in Subsection (c) above.



1. Once a Participant is enrolled in the Plan for an
Offering Period, such Offering Period shall continue to apply to him or her
until the earliest of (A) the end of such Offering Period, (B) the end
of his or her participation under Subsection (e) above or (C) re-
enrollment for a subsequent Offering Period under Paragraph (ii), (iii) or
(iv) below.
2. In the event that the Fair Market Value of Stock on the
last trading day before the commencement of the Offering Period for which the
Participant is enrolled is higher than on the last trading day before the
commencement of any subsequent Offering Period, the Participant shall
automatically be re-enrolled for such subsequent Offering Period.
3. If Section 14(b) applies, the Participant shall
automatically be re-enrolled for a new Offering Period.
4. Any other provision of the Plan notwithstanding, the
Company (at its sole discretion) may determine prior to the commencement of any
new Offering Period that all Participants shall be re-enrolled for such new
Offering Period.
5. When a Participant reaches the end of an Offering Period
but his or her participation is to continue, then such Participant shall
automatically be re-enrolled for the Offering Period that commences immediately
after the end of the prior Offering Period.

1. Commencement of Payroll Deductions









1. Withdrawal



1. Termination of Employment





1. Plan Accounts



1. 85% of the Fair Market Value of such share on the last
trading day before the commencement of the applicable Offering Period (as
determined under Section 4(f)); or
2. 85% of the Fair Market Value of such share on the last
trading day in such Accumulation Period.











1. Five Percent Limit

1. Ownership of stock shall be determined after applying the
attribution rules of section 424(d) of the Code;
2. Each Participant shall be deemed to own any stock that he
or she has a right or option to purchase under this or any other plan;
and
3. Each Participant shall be deemed to have the right to
purchase 1,000 shares of Stock under this Plan with respect to each Accumulation
Period.



1. In the case of Stock purchased during an Offering Period
that commenced in the current calendar year, the limit shall be equal to
(A) $25,000 minus (B) the Fair Market Value of the Stock that the
Participant previously purchased in the current calendar year (under this Plan
and all other employee stock purchase plans of the Company or any parent or
Subsidiary of the Company).
2. In the case of Stock purchased during an Offering Period
that commenced in the immediately preceding calendar year, the limit shall be
equal to (A) $50,000 minus (B) the Fair Market Value of the Stock that
the Participant previously purchased (under this Plan and all other employee
stock purchase plans of the Company or any parent or Subsidiary of the Company)
in the current calendar year and in the immediately preceding calendar
year.
3. In the case of Stock purchased during an Offering Period
that commenced in the second preceding calendar year, the limit shall be equal
to (A) $75,000 minus (B) the Fair Market Value of the Stock that the
Participant previously purchased (under this Plan and all other employee stock
purchase plans of the Company or any parent or Subsidiary of the Company) in the
current calendar year and in the two preceding calendar years.

For purposes of this Subsection (b), the Fair Market
Value of Stock shall be determined in each case as of the beginning of the
Offering Period in which such Stock is purchased.  Employee stock purchase plans
not described in section 423 of the Code shall be disregarded.  If a
Participant is precluded by this Subsection (b) from purchasing additional
Stock under the Plan, then his or her employee contributions shall automatically
be discontinued and shall automatically resume at the beginning of the earliest
Accumulation Period ending in the next calendar year (if he or she then is an
Eligible Employee).

The rights of any Participant under the Plan, or any
Participant's interest in any Stock or moneys to which he or she may be entitled
under the Plan, shall not be transferable by voluntary or involuntary assignment
or by operation of law, or in any other manner other than by beneficiary
designation or the laws of descent and distribution.  If a Participant in any
manner attempts to transfer, assign or otherwise encumber his or her rights or
interest under the Plan, other than by beneficiary designation or the laws of
descent and distribution, then such act shall be treated as an election by the
Participant to withdraw from the Plan under Section 6(a).

Nothing in the Plan or in any right granted under the
Plan shall confer upon the Participant any right to continue in the employ of a
Participating Company for any period of specific duration or interfere with or
otherwise restrict in any way the rights of the Participating Companies or of
the Participant, which rights are hereby expressly reserved by each, to
terminate his or her employment at any time and for any reason, with or without
cause.

A Participant shall have no rights as a stockholder with
respect to any shares of Stock that he or she may have a right to purchase under
the Plan until such shares have been purchased on the last day of the applicable
Accumulation Period.

Shares of stock shall not be issued under the Plan unless
the issuance and delivery of such shares comply with (or are exempt from) all
applicable requirements of law, including (without limitation) the Securities
Act of 1933, as amended, the rules and regulations promulgated thereunder, state
securities laws and regulations, and the regulations of any stock exchange or
other securities market on which the Company's securities may then be
traded.

1. General Rule



1. The higher of (A) 85% of the Fair Market Value of
such share on the last trading day before the commencement of the applicable
Offering Period or (B) 85% of the Fair Market Value of such share on the
last trading day before the date when the Company's stockholders approve such
increase; or
2. 85% of the Fair Market Value of such share on the last
trading day in such Accumulation Period.

Immediately after the close of such Accumulation Period, a
new Offering Period shall commence for all Participants.

















1. The consummation of a merger or consolidation of the
Company with or into another entity or any other corporate reorganization;
or
2. The sale, transfer or other disposition of all or
substantially all of the Company's assets or the complete liquidation or
dissolution of the Company.



1. His or her customary employment is for more than five
months per calendar year and for more than 20 hours per week; and
2. He or she has been an employee of a Participating Company
for not less than 30 consecutive days, or such other period as the Committee may
determine before the beginning of the applicable Offering Period.

The foregoing notwithstanding, an individual shall not be
considered an Eligible Employee if his or her participation in the Plan is
prohibited by the law of any country that has jurisdiction over him or her or if
he or she is subject to a collective bargaining agreement that does not provide
for participation in the Plan.





1. If the Stock was traded on The Nasdaq National Market or
The Nasdaq SmallCap Market on the date in question, then the Fair Market Value
shall be equal to the last-transaction price quoted for such date by such
Market;
2. If the Stock was traded on a stock exchange on the date
in question, then the Fair Market Value shall be equal to the closing price
reported by the applicable composite transactions report for such date;
or
3. If none of the foregoing provisions is applicable, then
the Committee shall determine the Fair Market Value in good faith on such basis
as it deems appropriate.

Whenever possible, the determination of Fair Market Value by
the Committee shall be based on the prices reported in The Wall Street
Journal or as reported directly to the Company by Nasdaq or a stock
exchange.  Such determination shall be conclusive and binding on all
persons.

















To record the amendment and restatement of the Plan by
the Board on ________ __, 2002, the Company has caused its duly authorized
officer to execute this document in the name of the Company.

ActionPoint, Inc.
By:

Title: