EXHIBIT 10.12



ActionPoint, Inc.

1299 Parkmoor Avenue

San Jose, California 95126





March 4, 2002





Rick Russo

Captiva Software Corporation

10145 Pacific Heights Blvd.

San Diego, CA 92121





Dear Mr. Russo:



On behalf of ActionPoint, (the "Company") we are
pleased to offer you the position of Chief Financial Officer of the Company,
effective upon the Closing (the "Effective Date") of the Agreement of
Merger and Plan of Reorganization (the "Merger Agreement") among, the
Company, Captiva Software Corporation ("Target") and Condor Merger
Corp.  Capitalized terms that are not defined herein shall have the meaning set
forth in the Merger Agreement.  You and the Company hereby agree as follows:



1. Duties.  Upon commencement of employment, you will
be expected to do and perform all services, acts and duties normally associated
with the position of Chief Financial Officer.  You will report to the Chief
Executive Officer ("CEO") of the Company.  You will work at the
Company's facility located in San Diego, California.  By signing this letter,
you confirm with the Company that you are under no contractual or other legal
obligation that would prohibit you from performing your duties with the
Company.
2. Loyal and Conscientious Performance.  During your
employment with the Company, you shall devote your full business energies,
interests, abilities and productive time to the proper and efficient performance
of your duties to the Company; provided that, you shall not be precluded from
engaging in civic, charitable or religious activities or from serving on a
maximum of one outside board of directors and a reasonable number of industry
related boards of directors for business purposes, so long as such participation
does not present any conflict of interest with the Company or affect your
performance of duties for the Company.
3. Base Salary.  Your initial base salary will be
$16,666.67 per month, less payroll deductions and all required withholdings,
payable in regular periodic payments in accordance with Company policy.  Your
salary will be reviewed by the Board in its discretion and in accordance with
Company policy for executives.
4. Benefits.  In accordance with Company policy and
the terms of the applicable plan documents, you shall be eligible to participate
in benefits under any executive benefit plan or arrangement which may be in
effect from time to time and made available to the Company's executive or key
management employees.
5. Bonus.  In addition to your base salary, you will
be eligible to receive a potential bonus of thirty-five percent (35%) of your
then current base salary (the "Bonus Potential") on an annual basis,
in accordance with the terms of the Company's then current bonus plan as
approved by the Board.  The bonus plan and payments thereunder shall be based
upon the Company's achievement of financial goals, to be defined by the Board's
compensation committee within a reasonable period of time after the execution of
this Agreement, and then annually thereafter.  The bonus for each fiscal year
will be earned and paid in accordance with the criteria established by the
Board's compensation committee.
6. Stock Options.  Upon the Closing of the Merger,
pursuant to the Merger Agreement, the Company will assume all of your stock
options granted by Target (the "Assumed Options").  The Assumed
Options shall otherwise be

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subject to the terms and conditions of the applicable
stock option plan of Target and the related stock option agreements.
7. At Will Employment.  Employment with the Company
is for no specified period of time.  Your employment with the Company will be
"at-will," meaning that either you or the Company may terminate your
employment at any time and for any reason, with or without cause.  Any contrary
representations which may have been made to you are superseded by this offer.
This is the full and complete agreement between you and the Company regarding
the nature of your employment.  Although your job duties, title, compensation
and benefits, as well as the Company's personnel policies and procedures, may
change from time to time, the "at-will" nature of your employment may
only be changed in an express written agreement signed by you and the Company's
CEO.
8. Termination Without Cause.  Notwithstanding the
at-will nature of your employment relationship, if the Company terminates your
employment without Cause (as defined herein) and provided you sign (and do not
revoke) a general release of all claims in a form prescribed by the Company (the
"Release") and you return to the Company any and all Company property
in your custody or under your control, the Company shall pay you severance
benefits as follows:  (a) severance payments in the form of continuation of
your base salary in effect at the time of your termination, subject to standard
payroll deductions and withholdings, for a period of six (6) months
following the effective date of the Release; and (b) reimbursement for your
monthly premium under COBRA until the earliest of (a) six (6) months following
your termination date, or (b) the date that you begin to receive substantially
equivalent health insurance coverage in connection with new employment or self
employment; provided that, you are eligible and timely elect continued coverage
under COBRA following your termination.
9. Termination and Resignation.  If:  (a) you resign;
(b) your employment is terminated for Cause (as defined herein); (c) your
employment hereunder terminates by your death or permanent disability (as
defined herein); or (d) the Company terminates your employment without Cause,
but you do not sign (or you revoke) the Release, you will receive no additional
payments or benefits from the Company other than your accrued but unpaid base
salary, earned and Board approved bonus payments and unused vacation benefits
earned as of your final day of employment with the Company.
10. Cause.  For purposes of this letter agreement,
termination for "Cause" shall be limited to the following as
determined by the Board in good faith:  (a) your willful breach of any
material provision of this letter agreement or any other material agreement
between you and the Company, provided you have been given written notice of the
breach by the Board and you have had a reasonable opportunity to cure such
breach (if such breach is curable); (b) your dishonesty, willful
misconduct, or breach of fiduciary duty involving personal profit or acts
adverse to the best interests of the Company and its shareholders; (c) your
commission, conviction of, or a plea of "guilty" or "no
contest" to, a felony under the laws of the United States or any state
thereof; (d) your failure to comply with any commercially reasonable
policies or directives adopted by the Board in good faith; or (e) your willful
misconduct in the performance of your duties that is determined by the Board to
be materially detrimental to the business of the Company.
11. Permanent Disability.  For purposes of this letter
agreement, "Permanent Disability" shall mean your inability to perform
the essential functions of your position, with or without reasonable
accommodation, for any sixty (60) business days within any continuous
period of one hundred (100) days by reason of physical or mental illness or
incapacity.
12. Change of Control.  In the event that your
employment with the Company is terminated without Cause within twelve (12)
months following a Change of Control of the Company (as defined below), and
provided you sign (and do not revoke) the Release and you return to the Company
any and all Company property in your custody or under your control), you shall
be entitled to the payments and benefits described in paragraph 8 above, as
well as full acceleration of your Option and all other Company stock options
held by you (the "Stock Options") such that all Stock Options will be
fully vested on the date of termination.  For purposes of this letter agreement,
Change of Control shall mean: (i) a sale or other disposition of all or
substantially all of the assets of the Company; (ii) a merger or
consolidation in which the Company is not the surviving entity and in which the
stockholders of the Company immediately prior to such consolidation or merger
own less than fifty percent (50%) of the surviving entity's voting power
immediately after the transaction; and (iii) a reverse merger in which the
Company is the surviving entity but the shares of Common Stock outstanding
immediately preceding the merger are converted by

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virtue of the merger into
other property, whether in the form of securities, cash or otherwise, and in
which the stockholders of the Company immediately prior to such reverse merger
own less than fifty percent (50%) of the Company's voting power immediately
after the transaction.
13. Successors.  Provided that you remain employed by
the Company until a Change of Control occurs, the Company agrees that it will
require any successor company to assume the obligations of the Company under
this letter agreement.  Such assumption shall be by an express agreement, signed
by both you and the successor, and shall be satisfactory to you.
14. Expense Reimbursement.  During your employment
with the Company, you shall be entitled to receive proper reimbursement for all
reasonable out of pocket business expenses incurred (in accordance with the
policies and procedures established by the Company for its senior executive
officers) in performing services hereunder.
15. Proprietary Information and Inventions Agreement.
As a condition of employment, you will be required to sign and comply with the
Company's Confidentiality and Proprietary Rights Agreement, a copy of which is
attached hereto as Exhibit A.
16. Entire Agreement.  This agreement, together with
your Confidentiality and Proprietary Rights Agreement and the Plan, forms the
complete and exclusive statement of the terms of your employment with the
Company.  The employment terms in this letter agreement supersede any other
agreements or promises made to you by anyone, whether oral or written,
including, but not limited to, the offer letter entered into between you and
Captiva Software Corporation dated April 7, 2000.  Any additions or
modifications to the terms in this letter agreement must be in writing and
approved by the Board.
17. Governing Law.  This Agreement will be governed by
and construed according to the laws of the state of California.  You hereby
expressly consent to the personal jurisdiction of the state and federal courts
located in San Diego, California for any lawsuit filed there against you by the
Company arising from or related to this Agreement.

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On behalf of the Company, we are delighted at the prospect of
your accepting this offer.

Sincerely,

/s/ Steve Francis					Date:  4
March 2002

Steve Francis



Accepted:

/s/ Rick Russo						Date:  4
March 2002

Rick Russo

Attachment:  Exhibit A, Confidentiality and Proprietary
Rights Agreement

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