<FONT SIZE=2><P ALIGN="RIGHT">EXHIBIT 10.5</P>
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<P ALIGN="CENTER">ActionPoint, Inc.</P>
<P ALIGN="CENTER">1998 Employee Stock Purchase Plan</P>
<P ALIGN="CENTER">Adopted Effective July 1, 1998</P>
<P ALIGN="CENTER">Amended and Restated Effective March 7, 2000</P>
<P ALIGN="CENTER">Amended and Restated Effective July 1, 2002</P>

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<U><P ALIGN="CENTER">TABLE OF CONTENTS</P></u></b>



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   SECTION 1.  PURPOSE OF THE PLAN.................................   1
   SECTION 2.  ADMINISTRATION OF THE PLAN..........................   1
	(a)  Committee Composition.................................   1
	(b)  Committee Responsibilities............................   1
   SECTION 3.  STOCK OFFERED UNDER THE PLAN........................   1
	(a)  Authorized Shares.....................................   1
	(b)  Anti-Dilution Adjustments.............................   1
	(c)  Reorganizations.......................................   1
   SECTION 4.  ENROLLMENT AND PARTICIPATION........................   2
	(a)  Offering Periods......................................   2
	(b)  Accumulation Periods..................................   2
	(c)  Enrollment............................................   2
	(d)  Duration of Participation.............................   2
	(e)  Applicable Offering Period............................   2
   SECTION 5.  EMPLOYEE CONTRIBUTIONS..............................   3
	(a)  Commencement of Payroll Deductions....................   3
	(b)  Amount of Payroll Deductions..........................   3
	(c)  Changing Withholding Rate.............................   3
	(d)  Discontinuing Payroll Deductions......................   3
	(e)  Limit on Number of Elections..........................   3
   SECTION 6.  WITHDRAWAL FROM THE PLAN............................   3
	(a)  Withdrawal............................................   3
	(b)  Re-Enrollment After Withdrawal........................   3
   SECTION 7.  CHANGE IN EMPLOYMENT STATUS.........................   3
	(a)  Termination of Employment.............................   3
	(b)  Leave of Absence......................................   3
	(c)  Death.................................................   4
   SECTION 8.  PLAN ACCOUNTS AND PURCHASE OF SHARES................   4
	(a)  Plan Accounts.........................................   4
	(b)  Purchase Price........................................   4
	(c)  Number of Shares Purchased............................   4
	(d)  Available Shares Insufficient.........................   4
	(e)  Issuance of Stock.....................................   4
	(f)  Tax Withholding.......................................   4
	(g)  Unused Cash Balances..................................   5
   SECTION 9.  LIMITATIONS ON STOCK OWNERSHIP......................   5
	(a)  Five Percent Limit....................................   5
	(b)  Dollar Limit..........................................   5
   SECTION 10.  RIGHTS NOT TRANSFERABLE............................   6
   SECTION 11.  NO RIGHTS AS AN EMPLOYEE...........................   6
   SECTION 12.  NO RIGHTS AS A STOCKHOLDER.........................   6
   SECTION 13.  SECURITIES LAW REQUIREMENTS........................   6
   SECTION 14.  AMENDMENT OR DISCONTINUANCE........................   6
	(a)  General Rule..........................................   6
	(b)  Impact on Purchase Price..............................   6
   SECTION 15.  DEFINITIONS........................................   7
	(a)  Accumulation Period...................................   7
	(b)  Board.................................................   7
	(c)  Code..................................................   7
	(d)  Committee.............................................   7
	(e)  Company...............................................   7
	(f)  Compensation..........................................   7
	(g)  Corporate Reorganization..............................   7
	(h)  Eligible Employee.....................................   7
	(i)  Exchange Act..........................................   7
	(j)  Fair Market Value.....................................   7
	(k)  Offering Period.......................................   8
	(l)  Participant...........................................   8
	(m)  Participating Company.................................   8
	(n)  Plan..................................................   8
	(o)  Plan Account..........................................   8
	(p)  Purchase Price........................................   8
	(q)  Stock.................................................   8
	(r)  Subsidiary............................................   8
   SECTION 16.  EXECUTION..........................................   8


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<B><FONT SIZE=2><P ALIGN="CENTER">ActionPoint, Inc.</P>
<P ALIGN="CENTER">1998 Employee Stock Purchase Plan</P>
<OL>

<LI>PURPOSE OF THE PLAN.</LI>
</B><P ALIGN="JUSTIFY">
The Board adopted the Plan effective on March 25,
1998, effective as of July 1, 1998.  The Board most recently amended and
restated the Plan effective as of July 1, 2002.  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 for favorable tax treatment under section 423
of the Code.</P>
<B><LI>ADMINISTRATION OF THE PLAN.</LI>
<OL TYPE="a">

<OL TYPE="a">

<P ALIGN="JUSTIFY"><LI>Committee Composition</B>.  The Committee shall
administer the Plan.  The Committee shall consist exclusively of one or more
directors of the Company, who shall be appointed by the Board.</LI></P>
<B><P ALIGN="JUSTIFY"><LI>Committee Responsibilities</B>.  The Committee shall
interpret the Plan and make all other policy decisions relating to the operation
of the Plan.  The Committee may adopt such rules, guidelines and forms as it
deems appropriate to implement the Plan.  The Committee's determinations under
the Plan shall be final and binding on all persons.</LI></P></OL>
</OL>

<B><LI>STOCK OFFERED UNDER THE PLAN.</LI>
<OL TYPE="a">

<OL TYPE="a">

<P ALIGN="JUSTIFY"><LI>Authorized Shares</B>.  The number of shares of Stock
available to all Participants for purchase under the Plan with respect to any
Accumulation Period shall be 150,000 (subject to adjustment pursuant to
Subsection (b) below).  If fewer than 150,000 shares of Stock are purchased
during an Accumulation Period, the unused shares shall not be available during
any subsequent Accumulation Period.  On July 1, 2002, the aggregate number
of shares of Stock available for purchase during the life of the Plan shall
automatically be increased by the number of shares necessary to cause the number
of shares then available for purchase to be restored to 150,000 (subject to
adjustment pursuant to Subsection (b) below).  On January 1 of each
year, commencing with January 1, 2003, the aggregate number of shares of
Stock available for purchase during the life of the Plan shall automatically be
increased by the number of shares necessary to cause the number of shares then
available for purchase to be restored to 300,000 (subject to adjustment pursuant
to Subsection (b) below).</LI></P>
<B><P ALIGN="JUSTIFY"><LI>Anti-Dilution Adjustments</B>. The number of shares of
Stock available for purchase under the Plan with respect to any Accumulation
Period, the aggregate number of shares of Stock available for purchase during
the life of the Plan, the 1,000-share limitation described in Section 8(c)
and the price of shares that any Participant has elected to purchase shall be
adjusted proportionately for any increase or decrease in the number of
outstanding shares of Stock resulting from a subdivision or consolidation of
shares or the payment of a stock dividend, any other increase or decrease in
such shares effected without receipt or payment of consideration by the Company,
the distribution of the shares of a Subsidiary to the Company's stockholders, or
a similar event.</LI></P>
<B><P ALIGN="JUSTIFY"><LI>Reorganizations</B>.  Any other provision of the Plan
notwithstanding, immediately prior to the effective time of a Corporate
Reorganization, the Offering Period and Accumulation Period then in progress
shall terminate and shares shall be purchased pursuant to Section 8, unless
the Plan is continued or assumed by the surviving corporation or its parent
corporation.  The Plan shall in no event be construed to restrict in any way the
Company's right to undertake a dissolution, liquidation, merger, consolidation
or other reorganization.</LI></P></OL>
</OL>

<B><LI>ENROLLMENT AND PARTICIPATION.</LI>
<OL TYPE="a">

<OL TYPE="a">

<P ALIGN="JUSTIFY"><LI>Offering Periods</B>.  While the Plan is in effect, two
overlapping Offering Periods shall commence in each calendar year.  The Offering
Periods shall consist of the 24-month periods commencing on each January 1
and July 1.  However, the Committee may determine that the first Offering
Period applicable to the Eligible Employees of a new Participating Company shall
commence on any date specified by the Committee, provided that an Offering
Period shall in no event be longer than 27 months.</LI></P>
<B><P ALIGN="JUSTIFY"><LI>Accumulation Periods</B>.  While the Plan is in
effect, two Accumulation Periods shall commence in each calendar year.  The
Accumulation Periods shall consist of the six-month periods commencing on each
January 1 and July 1.  However, the Committee may determine that the
first Accumulation Period applicable to the Eligible Employees of a new
Participating Company shall commence on any date specified by the
Committee.</LI></P>
<B><P ALIGN="JUSTIFY"><LI>Enrollment </B>.  Any individual who qualifies as an
Eligible Employee on the first day of an Offering Period may elect to become a
Participant on such day by filing the prescribed enrollment form with the
Company.  The enrollment form shall be filed at the prescribed location not
later than 10 days prior to such day.</LI></P>
<B><P ALIGN="JUSTIFY"><LI>Duration of Participation</B>.  Once enrolled in the
Plan, a Participant shall continue to participate in the Plan until he or
she:</LI></P>
<OL TYPE="i">

<P ALIGN="JUSTIFY"><LI>Reaches the end of the Accumulation Period in which his
or her employee contributions were discontinued under Section 5(d) or
9(b);</LI></P>
<P ALIGN="JUSTIFY"><LI>Is deemed to withdraw from the Plan under
Subsection (c) above;</LI></P>
<P ALIGN="JUSTIFY"><LI>Withdraws from the Plan under Section 6(a);
or</LI></P>
<P ALIGN="JUSTIFY"><LI>Ceases to be an Eligible Employee.</LI></P></OL>

<P ALIGN="JUSTIFY">A Participant whose employee contributions were discontinued
automatically under Section 9(b) shall automatically resume participation
at the beginning of the earliest Accumulation Period ending in the next calendar
year, if he or she then is an Eligible Employee.  In all other cases, a former
Participant may again become a Participant, if he or she then is an Eligible
Employee, by following the procedure described in Subsection (c) above.</P>
<B><P ALIGN="JUSTIFY"><LI>Applicable Offering Period</B>.  For purposes of
calculating the Purchase Price under Section 8(b), the applicable Offering
Period shall be determined as follows:</LI></P>
<OL TYPE="i">

<P ALIGN="JUSTIFY"><LI>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 (e) above or (C) re-
enrollment for a subsequent Offering Period under Paragraph (ii), (iii) or
(iv) below.</LI></P>
<P ALIGN="JUSTIFY"><LI>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.</LI></P>
<P ALIGN="JUSTIFY"><LI>If Section 14(b) applies, the Participant shall
automatically be re-enrolled for a new Offering Period.</LI></P>
<P ALIGN="JUSTIFY"><LI>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.</LI></P>
<P ALIGN="JUSTIFY"><LI>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.</LI></P></OL>
</OL>
</OL>

<B><LI>EMPLOYEE CONTRIBUTIONS.</LI>
<OL TYPE="a">

<OL TYPE="a">

<P ALIGN="JUSTIFY"><LI>Commencement of Payroll Deductions</B>.  A Participant
may purchase shares of Stock under the Plan solely by means of payroll
deductions.  Payroll deductions shall commence as soon as reasonably practicable
after the Company has received the prescribed enrollment form.</LI></P>
<B><P ALIGN="JUSTIFY"><LI>Amount of Payroll Deductions</B>.  An Eligible
Employee shall designate on the enrollment form the portion of his or her
Compensation that he or she elects to have withheld for the purchase of Stock.
Such portion shall be a whole percentage of the Eligible Employee's
Compensation, but not less than 1% nor more than 10%.</LI></P>
<B><P ALIGN="JUSTIFY"><LI>Changing Withholding Rate</B>.  If a Participant
wishes to change the rate of payroll withholding, he or she may do so by filing
a new enrollment form with the Company at the prescribed location at any time.
The new withholding rate shall be effective as soon as reasonably practicable
after the Company has received such form.  The new withholding rate shall be a
whole percentage of the Eligible Employee's Compensation, but not less than 1%
nor more than 10%.</LI></P>
<B><P ALIGN="JUSTIFY"><LI>Discontinuing Payroll Deductions</B>.  If a
Participant wishes to discontinue employee contributions entirely, he or she may
do so by filing a new enrollment form with the Company at the prescribed
location at any time.  Payroll withholding shall cease as soon as reasonably
practicable after the Company has received such form.  (In addition, employee
contributions may be discontinued automatically pursuant to Section 9(b).)
A Participant who has discontinued employee contributions may resume such
contributions by filing a new enrollment form with the Company at the prescribed
location.  Payroll withholding shall resume as soon as reasonably practicable
after the Company has received such form.</LI></P>
<B><P ALIGN="JUSTIFY"><LI>Limit on Number of Elections</B>.  No Participant
shall make more than two elections under Subsection (c) or (d) above during
any Accumulation Period.</LI></P></OL>
</OL>

<B><LI>WITHDRAWAL FROM THE PLAN.</LI>
<OL TYPE="a">

<OL TYPE="a">

<P ALIGN="JUSTIFY"><LI>Withdrawal</B>.  A Participant may elect to withdraw from
the Plan by filing the prescribed form with the Company at the prescribed
location at any time before the last day of an Accumulation Period.  As soon as
reasonably practicable thereafter, payroll deductions shall cease and the entire
amount credited to the Participant's Plan Account shall be refunded to him or
her in cash, without interest.  No partial withdrawals shall be
permitted.</LI></P>
<B><P ALIGN="JUSTIFY"><LI>Re-Enrollment After Withdrawal</B>.  A former
Participant who has withdrawn from the Plan shall not be a Participant until he
or she re-enrolls in the Plan under Section 4(c).  Re-enrollment may be
effective only at the commencement of an Offering Period.</LI></P></OL>
</OL>

<B><LI>CHANGE IN EMPLOYMENT STATUS.</LI>
<OL TYPE="a">

<OL TYPE="a">

<P ALIGN="JUSTIFY"><LI>Termination of Employment</B>.  Termination of employment
as an Eligible Employee for any reason, including death, shall be treated as an
automatic withdrawal from the Plan under Section 6(a).  (A transfer from
one Participating Company to another shall not be treated as a termination of
employment.)</LI></P>
<B><P ALIGN="JUSTIFY"><LI>Leave of Absence</B>.  For purposes of the Plan,
employment shall not be deemed to terminate when the Participant goes on a
military leave, a sick leave or another <I>bona fide</I> leave of absence, if
the leave was approved by the Company in writing.  Employment, however, shall be
deemed to terminate 90 days after the Participant goes on a leave, unless a
contract or statute guarantees his or her right to return to work.  Employment
shall be deemed to terminate in any event when the approved leave ends, unless
the Participant immediately returns to work.</LI></P>
<B><P ALIGN="JUSTIFY"><LI>Death</B>.  In the event of the Participant's death,
the amount credited to his or her Plan Account shall be paid to a beneficiary
designated by him or her for this purpose on the prescribed form or, if none, to
the Participant's estate.  Such form shall be valid only if it was filed with
the Company at the prescribed location before the Participant's
death.</LI></P></OL>
</OL>

<B><LI>PLAN ACCOUNTS AND PURCHASE OF SHARES.</LI>
<OL TYPE="a">

<OL TYPE="a">

<P ALIGN="JUSTIFY"><LI>Plan Accounts</B>.  The Company shall maintain a Plan
Account on its books in the name of each Participant.  Whenever an amount is
deducted from the Participant's Compensation under the Plan, such amount shall
be credited to the Participant's Plan Account.  Amounts credited to Plan
Accounts shall not be trust funds and may be commingled with the Company's
general assets and applied to general corporate purposes.  No interest shall be
credited to Plan Accounts.</LI></P>
<B><P ALIGN="JUSTIFY"><LI>Purchase Price</B>.  The Purchase Price for each share
of Stock purchased at the close of an Accumulation Period shall be the lower
of:</LI></P>
<OL TYPE="i">

<P ALIGN="JUSTIFY"><LI>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 4(f)); or</LI></P>
<P ALIGN="JUSTIFY"><LI>85% of the Fair Market Value of such share on the last
trading day in such Accumulation Period.</LI></P></OL>

<B><P ALIGN="JUSTIFY"><LI>Number of Shares Purchased</B>.  As of the last day of
each Accumulation Period, each Participant shall be deemed to have elected to
purchase the number of shares of Stock calculated in accordance with this
Subsection (c), unless the Participant has previously elected to withdraw
from the Plan in accordance with Section 6(a).  The amount then in the
Participant's Plan Account shall be divided by the Purchase Price, and the
number of shares that results shall be purchased from the Company with the funds
in the Participant's Plan Account.  The foregoing notwithstanding, no
Participant shall purchase more than 1,000 shares of Stock with respect to any
Accumulation Period nor more than the amounts of Stock set forth in
Sections 3(a) and 9(b).  The Committee may determine with respect to all
Participants that any fractional share, as calculated under this
Subsection (c), shall be (i) rounded down to the next lower whole
share or (ii) credited as a fractional share.</LI></P>
<B><P ALIGN="JUSTIFY"><LI>Available Shares Insufficient</B>.  In the event that
the aggregate number of shares that all Participants elect to purchase during an
Accumulation Period exceeds the maximum number of shares remaining available for
issuance under Section 3, then the number of shares to which each
Participant is entitled shall be determined by multiplying the number of shares
available for issuance by a fraction.  The numerator of such fraction is the
number of shares that such Participant has elected to purchase, and the
denominator of such fraction is the number of shares that all Participants have
elected to purchase.</LI></P>
<B><P ALIGN="JUSTIFY"><LI>Issuance of Stock</B>.  Certificates representing the
shares of Stock purchased by a Participant under the Plan shall be issued to him
or her as soon as reasonably practicable after the close of the applicable
Accumulation Period, except that the Committee may determine that such shares
shall be held for each Participant's benefit by a broker designated by the
Committee (unless the Participant has elected that certificates be issued to him
or her).  Shares may be registered in the name of the Participant or jointly in
the name of the Participant and his or her spouse as joint tenants with right of
survivorship or as community property.</LI></P>
<B><P ALIGN="JUSTIFY"><LI>Tax Withholding</B>.  To the extent required by
applicable federal, state, local or foreign law, a Participant shall make
arrangements satisfactory to the Company for the satisfaction of any withholding
tax obligations that arise in connection with the Plan.  The Company shall not
be required to issue any shares of Stock under the Plan until such obligations
are satisfied.</LI></P>
<B><P ALIGN="JUSTIFY"><LI>Unused Cash Balances</B>.  An amount remaining in the
Participant's Plan Account that represents the Purchase Price for any fractional
share shall be carried over in the Participant's Plan Account to the next
Accumulation Period.  Any amount remaining in the Participant's Plan Account
that represents the Purchase Price for whole shares that could not be purchased
by reason of Subsection (c) above, Section 3 or Section 9(b)
shall be refunded to the Participant in cash, without interest.</LI></P></OL>
</OL>

<B><LI>LIMITATIONS ON STOCK OWNERSHIP.</LI>
<OL TYPE="a">

<OL TYPE="a">

<P ALIGN="JUSTIFY"><LI>Five Percent Limit</B>.  Any other provision of the Plan
notwithstanding, no Participant shall be granted a right to purchase Stock under
the Plan if such Participant, immediately after his or her election to purchase
such Stock, would own stock possessing more than 5% of the total combined voting
power or value of all classes of stock of the Company or any parent or
Subsidiary of the Company.  For purposes of this Subsection (a), the
following rules shall apply:</LI></P>
<OL TYPE="i">

<P ALIGN="JUSTIFY"><LI>Ownership of stock shall be determined after applying the
attribution rules of section 424(d) of the Code;</LI></P>
<P ALIGN="JUSTIFY"><LI>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</LI></P>
<P ALIGN="JUSTIFY"><LI>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.</LI></P></OL>

<B><P ALIGN="JUSTIFY"><LI>Dollar Limit</B>.  Any other provision of the Plan
notwithstanding, no Participant shall purchase Stock with a Fair Market Value in
excess of the following limit:</LI></P>
<OL TYPE="i">

<P ALIGN="JUSTIFY"><LI>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).</LI></P>
<P ALIGN="JUSTIFY"><LI>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.</LI></P>
<P ALIGN="JUSTIFY"><LI>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.</LI></P></OL>
</OL>
</OL>

<P ALIGN="JUSTIFY">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 automatically resume at the beginning of the earliest
Accumulation Period ending in the next calendar year (if he or she then is an
Eligible Employee).</P>
<B><LI>RIGHTS NOT TRANSFERABLE.</LI>
</B><P ALIGN="JUSTIFY">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 6(a).</P>
<B><LI>NO RIGHTS AS AN EMPLOYEE.</LI>
</B><P ALIGN="JUSTIFY">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.</P>
<B><LI>NO RIGHTS AS A STOCKHOLDER.</LI>
</B><P ALIGN="JUSTIFY">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.</P>
<B><LI>SECURITIES LAW REQUIREMENTS.</LI>
</B><P ALIGN="JUSTIFY">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.</P>
<B><LI>AMENDMENT OR DISCONTINUANCE.</LI>
<OL TYPE="a">

<OL TYPE="a">

<P ALIGN="JUSTIFY"><LI>General Rule</B>.  The Board shall have the right to
amend, suspend or terminate the Plan at any time and without notice.  Except as
provided in Section 3, any increase in the aggregate number of shares of
Stock that may be issued under the Plan shall be subject to the approval of the
Company's stockholders.  In addition, any other amendment of the Plan shall be
subject to the approval of the Company's stockholders to the extent required by
any applicable law or regulation.  The Plan shall terminate automatically on
December 31, 2021, 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.</LI></P>
<B><P ALIGN="JUSTIFY"><LI>Impact on Purchase Price</B>.  This
Subsection (b) shall apply in the event that (i) the Company's
stockholders during an Accumulation Period approve an increase in the number of
shares of Stock that may be issued under Section 3 and (ii) the
aggregate number of shares to be purchased at the close of such Accumulation
Period exceeds the number of shares that remained available under Section 3
before such increase.  In such event, the Purchase Price for each share of Stock
purchased at the close of such Accumulation Period shall be the lower
of:</LI></P>
<OL TYPE="i">

<P ALIGN="JUSTIFY"><LI>The higher of (A) 85% of the Fair Market Value of
such share on the last trading day before the commencement of the applicable
Offering Period or (B) 85% of the Fair Market Value of such share on the
last trading day before the date when the Company's stockholders approve such
increase; or</LI></P>
<P ALIGN="JUSTIFY"><LI>85% of the Fair Market Value of such share on the last
trading day in such Accumulation Period.</LI></P></OL>
</OL>
</OL>

<P ALIGN="JUSTIFY">Immediately after the close of such Accumulation Period, a
new Offering Period shall commence for all Participants.</P>
<B><LI>DEFINITIONS.</LI>
<OL TYPE="a">

<OL TYPE="a">

</B><P ALIGN="JUSTIFY"><LI>"<B>Accumulation Period</B>" means a period
during which contributions may be made toward the purchase of Stock under the
Plan, as determined pursuant to Section 4(b).</LI></P>
<P ALIGN="JUSTIFY"><LI>"<B>Board</B>" means the Board of Directors of
the Company, as constituted from time to time.</LI></P>
<P ALIGN="JUSTIFY"><LI>"<B>Code</B>" means the Internal Revenue Code
of 1986, as amended.</LI></P>
<P ALIGN="JUSTIFY"><LI>"<B>Committee</B>" means a committee of the
Board, as described in Section 2.</LI></P>
<P ALIGN="JUSTIFY"><LI>"<B>Company</B>" means ActionPoint, Inc., a
Delaware corporation.</LI></P>
<P ALIGN="JUSTIFY"><LI>"<B>Compensation</B>" means (i) the base
salary or wage paid in cash to a Participant by a Participating Company plus
(ii) any pre-tax contributions made by the Participant under
section 401(k) or 125 of the Code.  "Compensation" shall
exclude bonuses, incentive compensation, commissions, overtime pay, shift
premiums, all non-cash items, moving or relocation allowances, cost-of-living
equalization payments, car allowances, tuition reimbursements, imputed income
attributable to cars or life insurance, severance pay, fringe benefits,
contributions or benefits received under employee benefit plans, income
attributable to the exercise of stock options, and similar items.  The Committee
shall determine whether a particular item is included in Compensation.</LI></P>
<P ALIGN="JUSTIFY"><LI> "<B>Corporate Reorganization</B>"
means:</LI></P>
<OL TYPE="i">

<P ALIGN="JUSTIFY"><LI>The consummation of a merger or consolidation of the
Company with or into another entity or any other corporate reorganization;
or</LI></P>
<P ALIGN="JUSTIFY"><LI>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.</LI></P></OL>

<P ALIGN="JUSTIFY"><LI>"<B>Eligible Employee</B>" means any employee
of a Participating Company who meets both of the following
requirements:</LI></P>
<OL TYPE="i">

<P ALIGN="JUSTIFY"><LI>His or her customary employment is for more than five
months per calendar year and for more than 20 hours per week; and</LI></P>
<P ALIGN="JUSTIFY"><LI>He or she has been an employee of a Participating Company
for not less than 30 consecutive days, or such other period as the Committee may
determine before the beginning of the applicable Offering Period.</LI></P></OL>

<P ALIGN="JUSTIFY">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 that 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.</P>
<P ALIGN="JUSTIFY"><LI>"<B>Exchange Act</B>" means the Securities
Exchange Act of 1934, as amended.</LI></P>
<P ALIGN="JUSTIFY"><LI>"<B>Fair Market Value</B>" means the market
price of Stock, determined by the Committee as follows:</LI></P>
<OL TYPE="i">

<P ALIGN="JUSTIFY"><LI>If the Stock was traded on The Nasdaq National Market or
The Nasdaq SmallCap Market on the date in question, then the Fair Market Value
shall be equal to the last-transaction price quoted for such date by such
Market;</LI></P>
<P ALIGN="JUSTIFY"><LI>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</LI></P>
<P ALIGN="JUSTIFY"><LI>If none of the foregoing provisions is applicable, then
the Committee shall determine the Fair Market Value in good faith on such basis
as it deems appropriate.</LI></P></OL>

<P ALIGN="JUSTIFY">Whenever possible, the determination of Fair Market Value by
the Committee shall be based on the prices reported in <U>The Wall Street
Journal</U> or as reported directly to the Company by Nasdaq or a stock
exchange.  Such determination shall be conclusive and binding on all
persons.</P>
<P ALIGN="JUSTIFY"><LI>"<B>Offering Period</B>" means a period with
respect to which the right to purchase Stock may be granted under the Plan, as
determined pursuant to Section 4(a).</LI></P>
<P ALIGN="JUSTIFY"><LI>"<B>Participant</B>" means an Eligible Employee
who participates in the Plan, as provided in Section 4.</LI></P>
<P ALIGN="JUSTIFY"><LI>"<B>Participating Company</B>" means
(i) the Company and (ii) each present or future Subsidiary designated
by the Committee as a Participating Company.</LI></P>
<P ALIGN="JUSTIFY"><LI>"<B>Plan</B>" means this ActionPoint, Inc. 1998
Employee Stock Purchase Plan, as amended from time to time.</LI></P>
<P ALIGN="JUSTIFY"><LI>"<B>Plan Account</B>" means the account
established for each Participant pursuant to Section 8(a).</LI></P>
<P ALIGN="JUSTIFY"><LI>"<B>Purchase Price</B>" means the price at
which Participants may purchase Stock under the Plan, as determined pursuant to
Section 8(b).</LI></P>
<P ALIGN="JUSTIFY"><LI>"<B>Stock</B>" means the Common Stock of the
Company.</LI></P>
<P ALIGN="JUSTIFY"><LI>"<B>Subsidiary</B>" means any corporation
(other than the Company) in an unbroken chain of corporations beginning with the
Company, if each of the corporations other than the last corporation in the
unbroken chain owns stock possessing 50% or more of the total combined voting
power of all classes of stock in one of the other corporations in such
chain.</LI></P></OL>
</OL>

<B><LI>EXECUTION.</LI></OL>

</B><P ALIGN="JUSTIFY">To record the amendment and restatement of the Plan by
the Board on ________ __, 2002, the Company has caused its duly authorized
officer to execute this document in the name of the Company.</P><DIR>
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<P>ActionPoint, Inc.<BR>
<BR>
<BR>
<BR>
By:  <U>		</P>
</U><P>Title:  <U>		</P></DIR>
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