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Exhibit Number 10.1

FORM OF PARENT VOTING AGREEMENT

THIS VOTING AGREEMENT (this "Agreement")
is entered into dated as of March 4, 2002, by and between Captiva Software
Corporation, a California corporation ("the Company"), and
_________________ ("Stockholder").

W I T N E S S E T H:



WHEREAS, Company, Condor Merger Corp. a California
corporation and wholly owned subsidiary of Parent ("Merger
Sub"), and ActionPoint, Inc., a Delaware corporation (the
"Parent"), propose to enter into an Agreement and Plan of
Merger and Reorganization dated as of the date hereof (as the same may be
amended from time to time, the "Merger Agreement"; capitalized
terms used but not defined in this Agreement shall have the meanings ascribed to
them in the Merger Agreement), which provides, upon the terms and subject to the
conditions thereof, for the merger (the "Merger") of Merger Sub
with and into the Company;

WHEREAS, as of the date hereof, Stockholder owns
beneficially or of record or has the power to vote, or direct the vote of, the
number of shares of  common stock of the Company (the "Parent
Common Stock"), as set forth opposite such Stockholder's name on
Exhibit A hereto (all such Parent Common Stock and options, warrants
or other rights to acquire shares of Parent Common Stock of which ownership of
record or beneficially or the power to vote is hereafter acquired by Stockholder
prior to the termination of this Agreement being referred to herein as the
"Shares"); and

WHEREAS, as a condition to the willingness of the
Company to enter into the Merger Agreement, the Company has requested that
Stockholder agree to enter into this Agreement, and, in order to induce the
Company to enter into the Merger Agreement, Stockholder has agreed to enter into
this Agreement.

NOW, THEREFORE, in consideration of the
premises and of the mutual agreements and covenants set forth herein and in the
Merger Agreement and for other good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, and intending to be legally bound
hereby, the parties hereto agree as follows:

1. 
2. Transfer of Shares.  Stockholder shall not, directly
or indirectly, (a) sell, pledge, encumber, assign, transfer or otherwise
dispose of any or all of Stockholder's Shares or any interest in such Shares,
except pursuant to the Merger Agreement or unless the transferee of such Shares
shall agree to hold such Shares subject to the terms of this Agreement by
executing counterpart signature pages hereto and to the Proxy (as defined
below), or (b) deposit any Shares or any interest in such Shares into a
voting trust or enter into a voting agreement or arrangement with respect to any
Shares or grant any proxy with respect thereto (other than as contemplated
herein), or (c) enter into any contract, commitment, option or other
arrangement or undertaking (other than the Merger Agreement) with respect to the
direct or indirect acquisition or sale, assignment, pledge, encumbrance,
transfer or other disposition of any Shares.
3. Vote in Favor of the Merger.  During the period
commencing on the date hereof and terminating at the Effective Time,
Stockholder, solely in Stockholder's capacity as a Stockholder of Parent, agrees
to vote (or cause to be voted) all of the Shares at any meeting of the
Stockholders of Parent or any adjournment thereof, and in any action by written
consent of the Stockholders of the Company, (i) in favor of the approval of
Share Issuance, the Charter Amendment, the Merger Agreement (including the
principal terms thereof) and the Merger, and in favor of the other transactions
contemplated by the Merger Agreement, (ii) against any Parent Acquisition
Transaction or any other action that could reasonably be expected to delay or
not to facilitate approval of the Merger, (iii) against any action or agreement
that could reasonably be expected to result in a breach of any covenant,
representation or warranty or any other obligation or agreement of Parent under
the Merger Agreement or that could reasonably be expected to result in any of
the conditions to the Parent's obligations under the Merger Agreement not being
fulfilled, and (iv) in favor of any other matter relating to the
consummation of the transactions contemplated by the Merger Agreement.
4. Grant of Irrevocable Proxy.  Concurrently with the
execution of this Agreement, Stockholder agrees to deliver to the Company a
proxy with respect to Stockholder's Shares in the form attached hereto as
Exhibit B (the "Proxy"), which shall be coupled
with an interest and irrevocable to the fullest extent permissible by
law.
5. Termination.  This Agreement, the Proxy granted
hereunder and the obligations of Stockholder pursuant to this Agreement shall
terminate upon the date of the termination of the Merger Agreement pursuant to
Article VIII thereof; provided, however, that the termination of this Agreement
shall not relieve Stockholder from any liability for any previous breach of this
Agreement.
6. REPRESENTATIONS AND WARRANTIES
OF STOCKHOLDER
7. Authorization; Binding Agreement.  Stockholder has
all legal right, power, authority and capacity to execute and deliver this
Agreement and the Proxy, to perform his, her or its obligations hereunder and
thereunder, and to consummate the transactions contemplated hereby and thereby.
This Agreement and the Proxy have been duly and validly executed and delivered
by or on behalf of Stockholder and, assuming their due authorization, execution
and delivery by or on behalf of Parent, constitute a legal, valid and binding
obligation of Stockholder, enforceable against Stockholder in accordance with
their terms, subject to (i) the effect of any applicable bankruptcy,
insolvency, moratorium or similar law affecting creditors' rights generally and
(ii) rules of law governing specific performance, injunctive relief and
other equitable remedies.
8. No Conflict; Required Filings and Consents.
9. The execution and delivery of this Agreement and the
grant of the Proxy to the Company by Stockholder do not, and the performance of
this Agreement and the grant of the Proxy to the Company by Stockholder will
not, (i) conflict with or violate any statute, law, rule, regulation,
order, judgment or decree applicable to Stockholder or by which Stockholder or
any of Stockholder's properties or assets is bound or affected,
(ii) violate or conflict with the Certificate of Incorporation, Bylaws or
other equivalent organizational documents of Stockholder (if any), or
(iii) result in or constitute (with or without notice or lapse of time or
both) any breach of or default under, or give to another party any right of
termination, amendment, acceleration or cancellation of, or result in the
creation of any lien or encumbrance or restriction on any of the property or
assets of Stockholder pursuant to, any note, bond, mortgage, indenture,
contract, agreement, lease, license, permit, franchise or other instrument or
obligation to which Stockholder is a party or by which Stockholder or any of
Stockholder's properties or assets is bound or affected.  There is no
beneficiary or holder of a voting trust certificate or other interest of any
trust of which Stockholder is a trustee whose consent is required for the
execution and delivery of this Agreement or the consummation by Stockholder of
the transactions contemplated by this Agreement.
10. The execution and delivery of this Agreement and the
grant of the Proxy to the Company  by Stockholder do not, and the performance of
this Agreement and the grant of the Proxy to the Company  by Stockholder will
not, require any consent, approval, authorization or permit of, or filing with
or notification to, any third party or any governmental or regulatory authority,
domestic or foreign, except (i) for applicable requirements, if any, of the
Securities Exchange Act of 1934, as amended (the "Exchange
Act") and (ii) where the failure to obtain such consents,
approvals, authorizations or permits, or to make such filings or notifications,
could not prevent or materially delay the performance by Stockholder of
Stockholder's obligations under this Agreement.  Other than a Lock-Up Agreement
with Parent dated as of even date herewith, Stockholder does not have any
understanding in effect with respect to the voting or transfer of any Shares,
other than any right of repurchase granted to Parent.  Stockholder is not
required to make any filing with or notify any governmental or regulatory
authority in connection with this Agreement, the Merger Agreement or the
transactions contemplated hereby or thereby pursuant to the requirements of the
Hart-Scott-Rodino Antitrust Improvement Act of 1976, as amended, and the rules
and regulations promulgated thereunder (the "HSR
Act").
11. If Stockholder is a natural person and is married, and
Stockholder's Shares constitute community property or if the approval of Spouse
is otherwise needed for this Agreement to be legal, valid and binding on
Stockholder, this Agreement has been duly authorized, executed and delivered by,
and constitutes a valid and binding agreement of, Spouse, enforceable against
Spouse in accordance with its terms.
12. Litigation.  There is no private or governmental
action, suit, proceeding, claim, arbitration or investigation pending or, to the
knowledge of Stockholder or any of Stockholder's affiliates, threatened before
any agency, administration, court or tribunal, foreign or domestic, against
Stockholder or any of Stockholder's affiliates or any of their respective
properties or any of their respective officers or directors, in the case of a
corporate entity (in their capacities as such), or any of their respective
partners (in the case of a partnership), that, individually or in the aggregate,
could reasonably be expected to materially delay or materially impair
Stockholder's ability to consummate the transactions contemplated by this
Agreement.  There is no judgment, decree or order
against Stockholder or any of Stockholder's affiliates, or, to the knowledge of
Stockholder or any of Stockholder's affiliates, any of their respective
directors or officers (in their capacities as such), in the case of a corporate
entity, or any of their respective partners (in the case of a partnership),
that, individually or in the aggregate, could reasonably be expected to prevent,
enjoin, alter or materially delay any of the transactions contemplated by this
Agreement, or that, individually or in the aggregate, could reasonably be
expected to have a material adverse effect on Stockholder's ability to
consummate the transactions contemplated by this Agreement.
13. Title to Shares.  As of the date of this
Agreement, Stockholder is the record or beneficial owner of the Shares free and
clear of all liens, encumbrances, claims, proxies or voting restrictions other
than pursuant to this Agreement.  The shares of Parent Common Stock, including
the options, warrants or other rights to acquire such stock, set forth on
Exhibit A hereto, are all of the securities of Parent owned,
directly or indirectly, of record or beneficially by Stockholder on the date of
this Agreement.
14. Absence of Claims.  Stockholder has no claims,
actions, causes of actions, suits, debts, liens, demands, contracts,
liabilities, agreements, costs, expenses, or losses of any type, whether known
or unknown, fixed or contingent, based on any fact or circumstance from the
beginning of time to the date of this Agreement, including, without limitation,
any claims arising from Stockholder's employment with Parent or Stockholders'
ownership of the Shares, whether based on contract, tort, statute, local
ordinance, regulation or any comparable law in any jurisdiction that he, she or
it could assert against Parent or its predecessors, successors, assigns,
officers, directors, Stockholders, employees or agents.
15. Accuracy of Representations.  The representations
and warranties contained in this Agreement are accurate in all respects as of
the date of this Agreement.
16. COVENANTS OF STOCKHOLDER
17. Further Assurances.  From time to time and without
additional consideration, Stockholder shall (at Stockholder's sole expense)
execute and deliver, or cause to be executed and delivered, such additional
transfers, assignments, endorsements, proxies, consents and other instruments,
and shall (at Stockholder's sole expense) take such further actions, as the
Company may reasonably request for the purpose of carrying out and furthering
the intent of this Agreement.
18. Confidentiality. Stockholder agrees to, and shall
use Stockholder's reasonable best efforts to cause its agents, representatives,
affiliates, employees, officers and directors, in the case of a corporate
entity, to:
19. treat and hold as confidential (and not disclose or
provide access to any person other than the Company and its agents,
representatives, affiliates, employees, officers and directors) and to refrain
from using any information relating to trade secrets, patent and trademark
applications, product development, price, customer and supplier lists, pricing
and marketing plans, policies and strategies, details of client and consultant
contracts, operations methods, product development techniques, business
acquisition plans, new personnel acquisition plans and all other confidential
information with respect to the Company, Parent, any affiliates of Parent or
their businesses;
20. in the event that Stockholder or any agent,
representative, affiliate, employee, officer or director of Stockholder, in the
case of a corporate entity, becomes legally compelled to disclose any such
information, provide the Company with prompt written notice of such requirement
so that the Company or Parent may seek a protective order or other remedy or
waive compliance with this Section 3.02; and
21. in the event that such protective order or other remedy
is not obtained, or the Company waives compliance with this Section 3.02
furnish only that portion of such confidential information that is legally
required to be provided and exercise its reasonable best efforts to obtain
assurances that confidential treatment will be accorded such information;
provided, however, that this Section 3.02 shall not apply to any
information that, (i) at the time of disclosure, is available publicly and was
not disclosed in breach of this Agreement by Stockholder or Stockholder's
agents, representatives, affiliates, employees, officers or directors, in the
case of a corporate entity, (ii) must be disclosed under applicable laws or
regulations or judicial or administrative proceedings (subject to clauses (b)
and (c) above), or (iii) shall be disclosed to Stockholder's legal advisors in
connection with advising Stockholder as to his, her or its legal rights and
obligations. Stockholder agrees and acknowledges that remedies at law for any
breach of Stockholder's obligations under this Section 3.02 are inadequate
and that in addition thereto the Company shall be entitled to seek equitable
relief, including injunction and specific performance, in the event of any such
breach.
22. No Solicitation.  If Stockholder is not an officer
or director of Parent, Stockholder will not, directly or indirectly, and will
instruct Stockholder's agents, representatives, affiliates, employees, officers
and directors, in case of a corporate entity, not to, directly or indirectly,
solicit, initiate or encourage (including, without limitation, by way of
furnishing public or nonpublic information), or take any other action to
facilitate, any inquiries or the making of any proposal or offer (including,
without limitation, any proposal or offer to the Stockholders of Parent) that
constitutes, or may reasonably be expected to lead to, any Parent Acquisition
Transaction, or enter into or maintain or continue discussion or negotiate with
any person or entity in furtherance of such inquiries or to obtain a Parent
Acquisition Transaction, or agree to or endorse any Parent Acquisition
Transaction, or authorize or permit any of such agents, representatives,
affiliates, employees, officers and directors to take any such action.
Stockholder shall notify Company immediately after receipt by Stockholder or any
of Stockholder's agents, representatives, affiliates, employees, officers and
directors, in the case of a corporate entity, of any proposal for, or inquiry
respecting, any Parent Acquisition Transaction or any request for nonpublic
information in connection with such a proposal or inquiry, or for access to the
properties, books or records of Parent by any person or entity that informs or
has informed Parent or Stockholder that it is considering making or has made
such a proposal or inquiry.  Such notice to Company shall indicate in reasonable
detail the identity of the person making the proposal or inquiry and the terms
and conditions of such proposal or inquiry. Stockholder immediately shall cease
and cause to be terminated all existing discussions or negotiations with any
parties conducted heretofore with respect to a Parent Acquisition
Transaction.
23. Waiver of Appraisal Rights. Stockholder hereby
irrevocably and unconditionally waives, and agrees to cause to be waived and to
prevent the exercise of, any rights of appraisal, any dissenters' rights and any
similar rights that Stockholder or any other person may have by virtue of the
ownership of any Shares with respect to the Merger and the other transactions
contemplated by the Merger Agreement.
24. GENERAL PROVISIONS
25. Entire Agreement; Amendments.  This Agreement, the
Merger Agreement and the other agreements referred to herein and therein
constitute the entire agreement of the parties and supersede all prior
agreements and undertakings, both written and oral, between the parties with
respect to the subject matter hereof.  This Agreement may not be amended or
modified except in an instrument in writing signed by, or on behalf of, the
parties hereto.
26. Survival of Representations and Warranties.  All
representations and warranties made by Stockholder in this Agreement shall
survive any termination of the Merger Agreement and this Agreement.
27. Indemnification. Stockholder shall hold harmless
and indemnify the Company and the Company's affiliates from and against, and
shall compensate and reimburse the Company  and the Company's affiliates for,
any loss, damage, claim, liability, fee (including attorneys' fees), demand,
cost or expense (regardless of whether or not such loss, damage, claim,
liability, fee, demand, cost or expense relates to a third-party claim) that is
directly or indirectly suffered or incurred by Company or any of the Company's
affiliates, or to which the Company or any of the Company's affiliates otherwise
becomes subject, and that arises directly or indirectly from, or relates
directly or indirectly to (i) any inaccuracy in or breach of any representation
or warranty contained in this Agreement or (ii) any failure on the part of
Stockholder to observe, perform or abide by, or any other breach of, any
restriction, covenant, obligation or other provision contained in this
Agreement.
28. Assignment.  The provisions of this Agreement
shall be binding upon and inure to the benefit of the parties hereto and their
respective successors and permitted assigns; provided that any
assignment, delegation or attempted transfer of any rights, interests or
obligations under this Agreement by Stockholder without the prior written
consent of the Company shall be void.
29. Fees and Expenses.  Except as otherwise provided
herein or in the Merger Agreement, all costs and expenses (including, without
limitation, all fees and disbursements of counsel, accountants, investment
bankers, experts and consultants to a party) incurred in connection with this
Agreement and the transactions contemplated hereby shall be paid by the party
incurring such costs and expenses.
30. Notices.  All notices and other communications
given or made pursuant hereto shall be in writing and shall be deemed
effectively given:  (i) upon personal delivery to the party to be notified,
(ii) when sent by confirmed facsimile if sent during normal business hours
of the recipient; if not, then on the next business day, (iii) five
(5) days after having been sent by registered or certified mail, return
receipt requested, postage prepaid, or (iv) one (1) day after deposit
with a nationally recognized overnight courier, specifying next day delivery,
with written verification of receipt.  All communications shall be sent to the
respective parties at the following addresses (or at such other addresses as
shall be specified by notice given in accordance with this
Section 4.06):
31. if to the Company:
32. If to Stockholder:
33. Headings.  The headings contained in this
Agreement are for reference purposes only and shall not affect in any way the
meaning or interpretation of this Agreement.
34. Severability.  If any term or other provision of
this Agreement is invalid, illegal or incapable of being enforced by any rule of
law or public policy, all other conditions and provisions of this Agreement
shall nevertheless remain in full force and effect so long as the economic or
legal substance of the transactions contemplated hereby is not affected in any
manner materially adverse to any party.  Upon such determination that any term
or other provision is invalid, illegal or incapable of being enforced, the
parties hereto shall negotiate in good faith to modify this Agreement so as to
effect the original intent of the parties as closely as possible to the fullest
extent permitted by applicable law in an acceptable manner.
35. Specific Performance.  The parties agree that
irreparable damage would occur in the event that any of the provisions of this
Agreement is not performed in accordance with its specific terms or is otherwise
breached. Stockholder agrees that, in the event of any breach or threatened
breach by Stockholder of any covenant or obligation contained in this Agreement,
the Company shall be entitled (in addition to any other remedy that may be
available to it, including monetary damages) to seek and obtain (a) a
decree or order of specific performance to enforce the observance and
performance of such covenant or obligation, and (b) an injunction
restraining such breach or threatened breach. Stockholder further agrees that
neither the Company  nor any other party shall be required to obtain, furnish or
post any bond or similar instrument in connection with or as a condition to
obtaining any remedy referred to in this Section 4.09, and Stockholder
irrevocably waives any right he, she or it may have to require the obtaining,
furnishing or posting of any such bond or similar instrument.
36. Governing Law.  This Agreement shall be governed
by, and construed in accordance with, the laws of the State of California
applicable to contracts executed in and to be performed in that state without
regard to any conflicts of laws. In any dispute arising out of or relating to
this Agreement or any of the transactions contemplated by this Agreement: (a)
each of the parties irrevocably and unconditionally consents and submits to the
exclusive jurisdiction and venue of either the state courts located in Santa
Clara County, Californiaor the United States District Court for the
Northern District of California, (b) each of the parties irrevocably consents to
service of process by first class certified mail, return receipt requested,
postage prepaid and (c) each of the parties irrevocably waives the right to a
trial by jury.
37. No Waiver.  No failure or delay by any party in
exercising any right, power or privilege hereunder shall operate as a waiver
thereof, nor shall any single or partial exercise thereof preclude any other or
further exercise thereof or the exercise of any other right, power or privilege.
The Company shall not be deemed to have waived any claim available to it arising
out of this Agreement, or any right, power or privilege hereunder, unless the
waiver is expressly set forth in writing duly executed and delivered on behalf
of the Company.  The rights and remedies herein provided shall be cumulative and
not exclusive of any rights or remedies provided by law.
38. Counterparts.  This Agreement may be executed in
two or more counterparts, and by the different parties hereto in separate
counterparts, each of which when executed shall be deemed to be an original but
all of which taken together shall constitute one and the same
agreement.



IN WITNESS WHEREOF, each of Company and Stockholder
has executed or has caused this Agreement to be executed by their respective
duly authorized officers as of the date first written above.

COMPANY
By:	Name:

Title:



STOCKHOLDER	Name:

Title:



EXHIBIT B



IRREVOCABLE PROXY



The undersigned Stockholder of ActionPoint, Inc., a Delaware
corporation ("Parent"), hereby irrevocably (to the fullest
extent permitted by law) appoints the President and Chief Financial Officer of
the Captiva Software Corporation, a California corporation (the
"Company"), and each of them, as the sole and exclusive lawful
attorneys-in-fact and proxies of the undersigned, with full power of
substitution and resubstitution, to vote and exercise all voting and related
rights (to the full extent that the undersigned is entitled to do so) with
respect to all of the shares of capital stock of the Company that now are or
hereafter may be beneficially owned by the undersigned, and any and all other
shares or securities of Parent issued or issuable in respect thereof on or after
the date hereof (collectively, the "Shares") in accordance with
the terms of this Proxy.  The Shares beneficially owned by the undersigned as of
the date of this Proxy are listed on the final page of this Proxy.  Upon the
undersigned's execution of this Proxy, any and all prior proxies given by the
undersigned with respect to any Shares are hereby revoked and the undersigned
agrees not to grant any subsequent proxies with respect to the Shares until
after the Expiration Date (as defined below).

This Proxy is irrevocable (to the fullest extent permitted by
law), is coupled with an interest and is granted pursuant to that certain Voting
Agreement of even date herewith between the Company and the undersigned (the
"Voting Agreement"), and is granted in consideration of the
Company entering into the Agreement and Plan of Merger and Reorganization (the
"Merger Agreement"), dated as of March 4, 2002, among Parent,
Condor Merger Corp. a California corporation and wholly owned subsidiary of
Parent ("Merger Sub"), and the Company.  The Merger Agreement
provides for the merger of Merger Sub with and into the Company (the
"Merger").  As used herein, the term "Expiration
Date" shall mean the earlier to occur of (i) such date and time as
the Merger Agreement shall have been validly terminated pursuant to Article VIII
thereof or (ii) such date and time as the Merger shall become effective in
accordance with the terms and provisions of the Merger Agreement.

The attorneys-in-fact and proxies named above, and each of
them, are hereby authorized and empowered by the undersigned, at any time prior
to the Expiration Date, to act as the undersigned's true and lawful attorneys-
in-fact and proxies to vote the Shares, and to exercise all voting, consent and
similar rights of the undersigned with respect to the Shares (including, without
limitation, the power to execute and deliver in the undersigned's name any
consent, certificate or other document that may be required by law) at every
annual, special or adjourned meeting of Stockholders of Parent and in every
written consent in lieu of such meeting (i) in favor of adoption of the
Merger Agreement and the approval of the Merger, and in favor of each of the
other actions contemplated by the Merger Agreement, (ii) against any Parent
Acquisition Transaction (as defined in the Merger Agreement) or any other matter
that could reasonably be expected to delay or not to facilitate approval of the
Merger, (iii) against any action or agreement that could reasonably be
expected to result in a breach of any covenant, representation or warranty or
any other obligation or agreement of Parent under the Merger Agreement or which
could reasonably be expected to result in any of the conditions to Parent's
obligations under the Merger Agreement not being fulfilled, and (iv) in favor of
any other matter relating to the consummation of the transactions contemplated
by the Merger Agreement.

The attorneys-in-fact and proxies named above may not
exercise this Proxy on any other matter except as provided above.  The
undersigned may vote the Shares on all other matters.  Any obligation of the
undersigned hereunder shall be binding upon the successors and assigns of the
undersigned.





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This Proxy is irrevocable (to the fullest extent permitted by
law).  This Proxy shall terminate, and be of no further force and effect,
automatically upon the Expiration Date.



Dated:  March 4, 2002





Signature of Stockholder:

Print Name of Stockholder:

Shares beneficially owned: