<FONT SIZE=2><P ALIGN="RIGHT">EXHIBIT 10.11</P>
<B><P ALIGN="CENTER"></P>
<P ALIGN="CENTER">FORM OF LOCK-UP AGREEMENT FOR CAPTIVA AFFILIATES</P>
</B><P ALIGN="CENTER"></P>
<P ALIGN="CENTER">March 4, 2002</P>
<P ALIGN="CENTER"></P>
<P>ActionPoint, Inc.</P>
<P>1299 Parkmoor Avenue</P>
<P>San Jose, CA 95126</P>
<P ALIGN="JUSTIFY"></P><DIR>
<DIR>
<DIR>

<P ALIGN="JUSTIFY">Re:	<B><I>Lock-Up Agreement for Captiva Software
Corporation Affiliates</P></DIR>
</DIR>
</DIR>

</B></I><P ALIGN="JUSTIFY">Ladies and Gentlemen:</P>
<P ALIGN="JUSTIFY">The undersigned understands that ActionPoint, Inc., a
Delaware corporation ("<U>Parent</U>"), pursuant to an Agreement and
Plan of Merger and Reorganization dated March 4, 2002 (the  "<U>Merger
Agreement</U>") between Parent, Condor Merger Corp., a California
corporation and a wholly-owned subsidiary of Parent, and Captiva Software
Corporation, a California corporation (the "<U>Company</U>"), proposes
to register shares of its common stock (the "<U>Parent Common
Stock</U>") pursuant to a Registration Statement on Form S-4 to be
filed with the Securities and Exchange Commission.  Capitalized terms used in
this letter agreement without definition shall have the meanings assigned to
them in the Merger Agreement.</P>
<P ALIGN="JUSTIFY">In consideration of the agreement by Parent to issue to the
undersigned at the Effective Time certain shares of Parent Common Stock (the
"<U>Shares</U>") and assume certain options to purchase common stock
of the Company held by the undersigned such that such options become exercisable
for Parent Common Stock (the "<U>Options</U>") pursuant to the Merger
Agreement and of other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the undersigned agrees that
(1) with respect to one-half of the Shares and the shares issuable upon
exercise of the Options (collectively, the "<U>Restricted
Shares</U>"), for 90 calendar days immediately following the Effective
Time, and (2) with respect to the remaining one-half of the Restricted
Shares, for 180 calendar days immediately following the Effective Time, the
undersigned will not, except with the prior written approval of Parent,
(A) offer, pledge, sell, contract to sell, sell any option or contract to
purchase, purchase any option or contract to sell, grant any option, right or
warrant to purchase, lend, or otherwise transfer or dispose of, directly or
indirectly, any of the Restricted Shares or any securities convertible into or
exercisable or exchangeable for any of the Restricted Shares, or (B) enter
into any swap or other arrangement that transfers to another, in whole or in
part, any of the economic consequences of ownership of the Restricted Shares,
whether any such transaction described in clause (A) or (B) above is
to be settled by delivery of Parent Common Stock or such other securities, in
cash or otherwise.  </P>
<P ALIGN="JUSTIFY">The foregoing shall not apply to (1) a bona fide gift or
bona fide gifts, <U>provided</U> that the donee or donees thereof agree in
writing to be bound by the terms of this agreement; (2) a distribution to
limited partners, members or shareholders of the undersigned, <U>provided</U>
that the distributees thereof agree in writing to be bound by the terms of this
agreement; or (3) a transfer to any trust for the benefit of the
undersigned or the undersigned's immediate family, <U>provided</U> that the
trustee of the trust agrees in writing, on behalf of the trust, to be bound by
the terms of this agreement.  For purposes of this agreement, "immediate
family" shall mean any relationship by blood, marriage or adoption, not
more remote than first cousin.  </P>
<P ALIGN="JUSTIFY">Upon delivery of the Shares pursuant to the terms of the
Merger Agreement or the Options, the undersigned will have and, except as
permitted by clause (1), (2) or (3) of the preceding paragraph, for
the duration of this agreement, will retain good and marketable title to the
Restricted Shares, free and clear of all liens, encumbrances and claims
whatsoever.  The undersigned also agrees and consents to the entry of stop
transfer instructions with Parent's transfer agent and registrar against the
transfer of the Restricted Shares except in compliance with the foregoing
restrictions.</P>
<P>The undersigned understands that Parent is relying upon this agreement in
proceeding toward consummation of the Merger.  The undersigned further
understands that this agreement is irrevocable and shall be binding upon the
undersigned's heirs, legal representatives, successors, and assigns.</P>
<P ALIGN="JUSTIFY"></P>


<P align=justify></P>
<P align=justify> </P>
<P ALIGN="LEFT">Very truly yours,</P>
<P align=justify> </P>


<P align="LEFT">______________________________</P>
<P align="LEFT">Print name of shareholder</P><br>
<P align="left">______________________________</P>
<P align="left">Signature of shareholder of authorized signatory</P><br>
<P align="left">______________________________</P>
<P align="left">Print title of authorized signatory</P>