Exhibit 4.4

AMENDMENT TO RIGHTS AGREEMENT

1.	**General Background.**In accordance with Section27, "Supplements and Amendments" of the Rights Agreement between FleetNational Bank f/k/a BankBoston, N.A. (the "Rights Agent") andActionPoint, Inc., f/k/a Cornerstone Imaging, Inc., ("ActionPoint")dated September 9, 1997 (the "Agreement"), the Rights Agent andActionPoint desire to amend the Agreement to appoint EquiServe Trust Company,N.A.

2.	**Effectiveness.**This Amendment shall beeffective as of October 5,2001 (the "Amendment") and all defined termsand definitions in the Agreement shall be the same in the Amendment except asspecifically revised by the Amendment.

Revision.
   The section in the Agreement entitled"Change of Rights Agent" is hereby deleted in its entirety andreplaced with the following:

Change of Rights Agent.  The Rights Agent orany successor Rights Agent may resign and be discharged from its duties underthis Agreement upon 30 days' notice in writing mailed to the Company and to eachtransfer agent of the Common Shares or Preferred shares by registered orcertified mail and to the holders of the Right Certificates by first-class mail.The Company may remove the Rights Agent or any successor Rights Agent upon 30days' notice in writing mailed to the Rights Agent or successor Rights Agent, asthe case may be, and to each transfer agent of the Common Shares or PreferredShares by registered or certified mail, and to the holders of the RightCertificates by first-class mail.  If the Rights Agent shall resign or beremoved or shall otherwise become incapable of acting, the Company shall appointa successor to the Rights Agent.  If the Company shall fail to make suchappointment within a period of 30 days after giving notice of such removal orafter it has been notified in writing of such resignation or incapacity by theresigning or incapacitated rights Agent or by the holder of a Right Certificate(who shall, with such notice, submit such holder's Right Certificate forinspection by the company), then the registered holder of any Right Certificatemay apply to any court of competent jurisdiction for the appointment of a newRights Agent.  Any successor Rights Agent, whether appointed by the Company orby such a court, shall be a corporation or trust company organized and doingbusiness under the laws of the United States, in good standing, which isauthorized under such laws to exercise corporate trust or stock transfer powersand is subject to supervision or examination by federal or state authority andwhich has individually or combined with an affiliate at the time of itsappointment as Rights Agent a combined capital and surplus of at least $100million dollars.  After appointment, the successor Rights Agent shall be vestedwith the same powers, rights, duties and responsibilities as if it had beenoriginally named as Rights Agent without further act or deed; but thepredecessor Rights Agent shall deliver and transfer to the successor RightsAgent any property at the time held by it hereunder, and execute and deliver anyfurther assurance, conveyance, act or deed necessary for the purpose.  Not laterthan the effective date of any such appointment the Company shall file noticethereof in writing with the predecessor Rights Agent and each transfer agent ofthe Common Shares or Preferred Shares, and mail a notice thereof in writing tothe registered holders of the Right Certificates.  Failure to give any noticeprovided for in this Section 21, however, or any defect therein, shall notaffect the legality or validity of the resignation or removal of the RightsAgent or the appointment of the successor Rights Agent, as the case may be.

4.	Except as amended hereby, the Agreement and allschedules or exhibits thereto shall remain in full force and effect.
**IN WITNESS WHEREOF, the parties hereto have caused thisAmendment to be executed in their names and on their behalf by and through theirduly authorized officers, as of this 5th day of October, 2001.

ActionPoint, Inc.				Fleet NationalBank								

______________________			_______________________

By:						By:	Carol Mulvey-Eori

Title:						Title:	ManagingDirector,

							Client Administration

 

						EquiServe Trust Company, N.A.

						

						__________________________

						By:	Carol Mulvey-Eori

						Title: 	Managing Director,

							Client Administration

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