EXHIBIT 10.11

FORM OF LOCK-UP AGREEMENT FOR CAPTIVA AFFILIATES

March 4, 2002

ActionPoint, Inc.

1299 Parkmoor Avenue

San Jose, CA 95126

Re:	***Lock-Up Agreement for Captiva SoftwareCorporation Affiliates*
Ladies and Gentlemen:

The undersigned understands that ActionPoint, Inc., aDelaware corporation ("Parent"), pursuant to an Agreement andPlan of Merger and Reorganization dated March 4, 2002 (the  "MergerAgreement") between Parent, Condor Merger Corp., a Californiacorporation and a wholly-owned subsidiary of Parent, and Captiva SoftwareCorporation, a California corporation (the "Company"), proposesto register shares of its common stock (the "Parent CommonStock") pursuant to a Registration Statement on Form S-4 to befiled with the Securities and Exchange Commission.  Capitalized terms used inthis letter agreement without definition shall have the meanings assigned tothem in the Merger Agreement.

In consideration of the agreement by Parent to issue to theundersigned at the Effective Time certain shares of Parent Common Stock (the"Shares") and assume certain options to purchase common stockof the Company held by the undersigned such that such options become exercisablefor Parent Common Stock (the "Options") pursuant to the MergerAgreement and of other good and valuable consideration, the receipt andsufficiency of which is hereby acknowledged, the undersigned agrees that(1) with respect to one-half of the Shares and the shares issuable uponexercise of the Options (collectively, the "RestrictedShares"), for 90 calendar days immediately following the EffectiveTime, and (2) with respect to the remaining one-half of the RestrictedShares, for 180 calendar days immediately following the Effective Time, theundersigned will not, except with the prior written approval of Parent,(A) offer, pledge, sell, contract to sell, sell any option or contract topurchase, purchase any option or contract to sell, grant any option, right orwarrant to purchase, lend, or otherwise transfer or dispose of, directly orindirectly, any of the Restricted Shares or any securities convertible into orexercisable or exchangeable for any of the Restricted Shares, or (B) enterinto any swap or other arrangement that transfers to another, in whole or inpart, any of the economic consequences of ownership of the Restricted Shares,whether any such transaction described in clause (A) or (B) above isto be settled by delivery of Parent Common Stock or such other securities, incash or otherwise.  

The foregoing shall not apply to (1) a bona fide gift orbona fide gifts, provided that the donee or donees thereof agree inwriting to be bound by the terms of this agreement; (2) a distribution tolimited partners, members or shareholders of the undersigned, providedthat the distributees thereof agree in writing to be bound by the terms of thisagreement; or (3) a transfer to any trust for the benefit of theundersigned or the undersigned's immediate family, provided that thetrustee of the trust agrees in writing, on behalf of the trust, to be bound bythe terms of this agreement.  For purposes of this agreement, "immediatefamily" shall mean any relationship by blood, marriage or adoption, notmore remote than first cousin.  

Upon delivery of the Shares pursuant to the terms of theMerger Agreement or the Options, the undersigned will have and, except aspermitted by clause (1), (2) or (3) of the preceding paragraph, forthe duration of this agreement, will retain good and marketable title to theRestricted Shares, free and clear of all liens, encumbrances and claimswhatsoever.  The undersigned also agrees and consents to the entry of stoptransfer instructions with Parent's transfer agent and registrar against thetransfer of the Restricted Shares except in compliance with the foregoingrestrictions.

The undersigned understands that Parent is relying upon this agreement inproceeding toward consummation of the Merger.  The undersigned furtherunderstands that this agreement is irrevocable and shall be binding upon theundersigned's heirs, legal representatives, successors, and assigns.

 

Very truly yours,

 

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Signature of shareholder of authorized signatory

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