Actionpoint, Inc.

1998 Employee Stock Purchase Plan

Adopted Effective July 1, 1998

Amended and Restated Effective March 7, 2000

TABLE OF CONTENTS

Page

SECTION 1.  PURPOSE OF THE PLAN

SECTION 2.  ADMINISTRATION OF THE PLAN

(a)  Committee Composition

(b)  Committee Responsibilities

SECTION 3.  ENROLLMENT AND PARTICIPATION

(a)  Offering Periods

(b)  Accumulation Periods

(c)  Enrollment

(d)  Duration of Participation

(e)  Applicable Offering Period

SECTION 4.  EMPLOYEE CONTRIBUTIONS

(a)  Frequency of Payroll Deductions

(b)  Amount of Payroll Deductions

(c)  Changing Withholding Rate

(d)  Discontinuing Payroll Deductions

(e)  Limit on Number of Elections

SECTION 5.  WITHDRAWAL FROM THE PLAN

(a)  Withdrawal

(b)  Re-Enrollment After Withdrawal

SECTION 6.  CHANGE IN EMPLOYMENT STATUS

(a)  Termination of Employment

(b)  Leave of Absence

(c)  Death

SECTION 7.  PLAN ACCOUNTS AND PURCHASE OF SHARES

(a)  Plan Accounts

(b)  Purchase Price

(c)  Number of Shares Purchased

(d)  Available Shares Insufficient

(e)  Issuance of Stock

(f)  Unused Cash Balances

(g)  Stockholder Approval

SECTION 8.  LIMITATIONS ON STOCK OWNERSHIP

(a)  Five Percent Limit

(b)  Dollar Limit

SECTION 9.  RIGHTS NOT TRANSFERABLE

SECTION 10.  NO RIGHTS AS AN EMPLOYEE

SECTION 11.  NO RIGHTS AS A STOCKHOLDER

SECTION 12.  SECURITIES LAW REQUIREMENTS.

SECTION 13.  STOCK OFFERED UNDER THE PLAN

(a)  Authorized Shares

(b)  Anti-Dilution Adjustments

(c)  Reorganizations

SECTION 14.  AMENDMENT OR DISCONTINUANCE

SECTION 15.  DEFINITIONS

(a)  Accumulation Period

(b)  Board

(c)  Code

(d)  Committee

(e)  Company

(f)  Compensation

(g)  Corporate Reorganization

(h)  Eligible Employee

(i)  Exchange Act

(j)  Fair Market Value

(k)  Offering Period

(l)  Participant

(m)  Participating Company

(n)  Plan

(o)  Plan Account

(p)  Purchase Price

(q)  Stock

(r)  Subsidiary

SECTION 15.  EXECUTION





Actionpoint, Inc.
1998 Employee Stock Purchase Plan



The Plan was adopted by the Board on March 25, 1998, effective as of July 1, 1998.  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 under section 423 of the Code.

1. Committee Composition



1. Offering Periods









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 (d) above or (C) re-enrollment for a subsequent Offering Period under Paragraph (ii) or (iii) 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. 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.
4. 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. Frequency 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 in such Accumulation Period; or
2. 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 3(e)).











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 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 5(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. Authorized Shares





The Board shall have the right to amend, suspend or terminate the Plan at any time and without notice.  Except as provided in Section 13, any increase in the aggregate number of shares of Stock to be issued under the Plan
shall be subject to approval by a vote of the stockholders of the Company.  In addition, any other amendment of the Plan shall be subject to approval by a vote of the stockholders of the Company to the extent required by an applicable law or regulation.
The Plan shall terminate automatically 20 years after its adoption by the Board, unless (a) the Plan is extended by the Board and (b) the extension is approved within 12 months by a vote of the stockholders of the Company.

















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.

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 which 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 on the date in question, then the Fair Market Value shall be equal to the last-transaction price quoted for such date by The Nasdaq National 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 Fair Market Value shall be determined by the Committee 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 March 7, 2000, the Company has caused its authorized officer to execute the same.

Actionpoint, Inc.



John Finegan
Title:  Chief Financial Officer