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Exhibit Number 4.1



SECOND AMENDMENT TO RIGHTS AGREEMENT





THIS SECOND AMENDMENT TO RIGHTS AGREEMENT (this
"Amendment"), dated as of March 4, 2002, is between ActionPoint, Inc.,
a Delaware corporation, (f/k/a Cornerstone Imaging, Inc.) (the
"Company"), and EquiServe Trust Company, N.A., a National Banking
Association (the "Rights Agent").



WHEREAS, the Company and the Rights Agent are parties to
a Rights Agreement, dated as of September 9, 1997, between the Company and the
Rights Agent, as amended (the "Rights Agreement"); and



WHEREAS, pursuant to Section 27 of the Rights Agreement,
the Company and the Rights Agent desire to further amend the Rights Agreement as
set forth below;



NOW, THEREFORE, the Rights Agreement is hereby amended as
follows:



1.	Amendment of Section 1.



Section 1 of the Rights Agreement is amended by
adding thereto new subsections (ff), (gg) and (hh) which shall read as
follows:



"(ff)  `Merger Agreement' shall mean the Agreement and
Plan of Merger and Recapitalization among the Company, Condor Merger Corp. and
Captiva Software Corporation dated as of March 4, 2002, as the same may be
amended from time to time.



(gg)  `Parent Voting Agreements' shall mean those certain
Parent Voting Agreements by and between Captiva Software Corporation and each
Stockholder (as defined therein) dated March 4, 2002, as the same may be amended
from time to time.



(hh)    `Company Voting Agreements' shall mean those certain
Company Voting Agreements by and between ActionPoint, Inc. and each Shareholder
(as defined therein) dated March 4, 2002, as the same may be amended from time
to time."



2.	Amendment of Section 21.



Section 21 of the Rights Agreement is amended and
restated to read as follows:



"Section 21. Change of Rights Agent.  The Rights
Agent or any successor Rights Agent may resign and be discharged from its duties
under this Agreement upon 30 days' notice in writing mailed to the Company and
to each transfer agent of the Common Stock or Preferred Stock by registered or
certified mail, and, following the Distribution Date, to the holders of the
Right Certificates by first-class mail. In the event the Transfer Agency and
Services Agreement terminates, the Rights Agent will be deemed to resign
automatically on the effective date of such termination; and any required notice
will be sent by the Company.The Company
may remove the Rights Agent or any successor Rights Agent upon 30 days' notice
in writing, mailed to the Rights Agent or successor Rights Agent, as the case
may be, and to each transfer agent of the Common Stock or Preferred Stock by
registered or certified mail, and, following the Distribution Date, to the
holders of the Right Certificates by first-class mail.  If the Rights Agent
shall resign or be removed or shall otherwise become incapable of acting, the
Company shall appoint a successor to the Rights Agent.  If the Company shall
fail to make such appointment within a period of 30 days after giving notice of
such removal or after it has been notified in writing of such resignation or
incapacity by the resigning or incapacitated Rights Agent or by the holder of a
Right Certificate (who shall, with such notice, submit his Right Certificate for
inspection by the Company), then the registered holder of any Right Certificate
may apply to any court of competent jurisdiction for the appointment of a new
Rights Agent.  Any successor Rights Agent, whether appointed by the Company or
by such a court, shall be a corporation organized and doing business under the
laws of the United States or the laws of any state of the United States or the
District of Columbia, in good standing, having an office in the State of
California or the State of New York, which is authorized under such laws to
exercise corporate trust or stock transfer powers and is subject to supervision
or examination by federal or state authority and which has at the time of its
appointment as Rights Agent a combined capital and surplus of at least $50
million.  After appointment, the successor Rights Agent shall be vested with the
same powers, rights, duties and responsibilities as if it had been originally
named as Rights Agent without further act or deed; but the predecessor Rights
Agent shall deliver and transfer to the successor Rights Agent any property at
the time held by it hereunder, and execute and deliver any further assurance,
conveyance, act or deed necessary for the purpose.  Not later than the effective
date of any such appointment the Company shall file notice thereof in writing
with the predecessor Rights Agent and each transfer agent of the Common Stock or
Preferred Stock, and, following the Distribution Date, mail a notice thereof in
writing to the registered holders of the Right Certificates.  Failure to give
any notice provided for in this Section 21, however, or any defect therein,
shall not affect the legality or validity of the resignation or removal of the
Rights Agent or the appointment of the successor Rights Agent, as the case may
be."





3.	Addition of New Section 35.



The Rights Agreement is amended by adding a Section
35 thereof which shall read as follows:



"Section 35.  Exception For Merger and Voting
Agreements.  Notwithstanding any provision of this Agreement to the
contrary, neither a Distribution Date, Flip-In Event nor a Stock Acquisition
Date shall be deemed to have occurred, none of Target or any of its Affiliates
or Associates shall be deemed to have become an Acquiring Person, and no holder
of any Rights shall be entitled to exercise such Rights under, or be entitled to
any rights pursuant to, any of Sections 3(a), 7(a), 11(a) or 13 of this
Agreement, in any such case by reason of (a) the approval, execution or delivery
of the Merger Agreement, the Parent Voting Agreements, the Company Voting
Agreements or any amendments thereof approved in advance by the Board of
Directors of the Company or (b) the commencement or, prior to termination of the
Merger Agreement, the consummation of any of the transactions contemplated by
the Merger Agreement in accordance with the provisions of the Merger Agreement,
including the Merger (as defined in the Merger Agreement), by the Parent Voting
Agreements and the Company Voting Agreements."



4.	Effectiveness.



This Amendment shall be deemed effective as of March 4,
2002 as if executed by both parties hereto on such date.  Except as amended
hereby, the Rights Agreement shall remain in full force and effect and shall be
otherwise unaffected hereby.



5.	Miscellaneous.



This Amendment shall be deemed to be a contract made
under the laws of the State of Delaware and for all purposes shall be governed
by and construed in accordance with the laws of such state applicable to
contracts to be made and performed entirely within such state.  This Amendment
may be executed in any number of counterparts, each of such counterparts shall
for all purposes be deemed to be an original, and all such counterparts shall
together constitute but one and the same instrument.  If any term, provision,
covenant or restriction of this Amendment is held by a court of competent
jurisdiction or other authority to be invalid, illegal, or unenforceable, the
remainder of the terms, provisions, covenants and restrictions of this Amendment
shall remain in full force and effect and shall in no way be affected, impaired
or invalidated.







IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly
executed as of the date set forth above.





ACTIONPOINT, INC.







By: /s/ Stephen
Francis

Name: 	Stephen Francis

Title: President and Chief Executive
Officer







EquiServe Trust Company, N.A.







By: /s/ Carol Mulvey-
Eori

Name: 	Carol Mulvey-
Eori

Title: Managing Director