Exhibit 10.10

LOCK-UP AGREEMENT



March 4, 2002



ActionPoint, Inc.

1299 Parkmoor Avenue

San Jose, CA  95126



Re:	Lock-Up Agreement for ActionPoint, Inc.
Affiliates

Ladies and Gentlemen:

The undersigned understands that ActionPoint, Inc., a
Delaware corporation ("Parent"), has entered into an Agreement
and Plan of Merger and Reorganization dated March 4, 2002 (the
"Merger Agreement") with Condor Merger Corp., a California
corporation and a wholly-owned subsidiary of Parent (the "Merger
Sub"), and Captiva Software Corporation, a California corporation (the
"Company"), pursuant to which Merger Sub will be merged with
and into the Company, with the Company being the surviving corporation and
becoming a wholly-owned subsidiary of Parent.  Capitalized terms used in this
letter agreement without definition shall have the meanings assigned to them in
the Merger Agreement.

As a condition and inducement to the Company's willingness to
enter into the Merger Agreement and for 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 of common stock of
Parent held by the undersigned as of the date hereof and one-half of the shares
of common stock of Parent issuable upon exercise of options held by the
undersigned, if any, as of the date hereof (collectively, the
"Restricted Shares"), 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 the Company, (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 the common stock of
Parent or such other securities, in cash or otherwise.

The foregoing shall not apply to (1) a bona fide gift or
bona fide gifts, provided 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, provided
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, provided 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.

The undersigned has as of the date hereof 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.





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The undersigned understands that the Company 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.



Very truly yours,





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