ACTIONPOINT INC
EXHIBIT 10.2 - COMPANY VOTING AGREEMENT
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>7
<FILENAME>ex_102.htm
<DESCRIPTION>EXHIBIT 10.2 - COMPANY VOTING AGREEMENT
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<P>Exhibit Number 10.2</P>
<B><P ALIGN="RIGHT"></P>
<P ALIGN="CENTER">COMPANY VOTING AGREEMENT</P>
<P ALIGN="JUSTIFY">THIS VOTING AGREEMENT </B>(this &quot;<U>Agreement</U>&quot;)
is entered into as of March 4, 2002, by and between ActionPoint. Inc., a
Delaware corporation (&quot;<U>Parent</U>&quot;), and _______________________
(&quot;<U>Shareholder</U>&quot;).</P>
<B><P ALIGN="CENTER">W I T N E S S E T H:</P>
</B><P ALIGN="CENTER"></P>
<B><P ALIGN="JUSTIFY">WHEREAS</B>, Parent, Condor Merger Corp. a California
corporation and wholly owned subsidiary of Parent (&quot;<U>Merger
Sub</U>&quot;), and Captiva Software Corporation, a California corporation (the
&quot;<U>Company</U>&quot;), propose to enter into an Agreement and Plan of
Merger and Reorganization dated as of the date hereof (as the same may be
amended from time to time, the &quot;<U>Merger Agreement</U>&quot;; capitalized
terms used but not defined in this Agreement shall have the meanings ascribed to
them in the Merger Agreement), which provides, upon the terms and subject to the
conditions thereof, for the merger (the &quot;<U>Merger</U>&quot;) of Merger Sub
with and into the Company;</P>
<B><P ALIGN="JUSTIFY">WHEREAS</B>, as of the date hereof, Shareholder owns
beneficially or of record or has the power to vote, or direct the vote of, the
number of shares of (i)&nbsp;common stock of the Company (the &quot;<U>Company
Common Stock</U>&quot;), (ii)&nbsp;Series&nbsp;A preferred stock of the Company
(the &quot;<U>Company Series&nbsp;A Preferred Stock</U>&quot;),
(iii)&nbsp;Series&nbsp;B preferred stock of the Company (the &quot;<U>Company
Series&nbsp;B Preferred Stock</U>&quot;), (iv)&nbsp;Series C Preferred Stock of
the Company (the &quot;<U>Company Series&nbsp;C Preferred Stock</U>&quot;),
(v)&nbsp;Series D Preferred Stock of the Company (the &quot;<U>Company
Series&nbsp;D Preferred Stock</U>&quot;) and (vi) Series E Preferred Stock of
the Company (the &quot;<U>Series&nbsp;E Preferred Stock</U>&quot;,) and,
together with the Company Series&nbsp;A Preferred Stock, the Company
Series&nbsp;B Preferred Stock, the Company Series&nbsp;C Preferred Stock, the
Company Series&nbsp;D Preferred Stock, the &quot;<U>Company Preferred
Stock</U>&quot;), as set forth opposite such Shareholder's name on
<U>Exhibit&nbsp;A</U> hereto (all such Company Common Stock and Company
Preferred Stock and options, warrants or other rights to acquire shares of
Company Common Stock or Company Preferred Stock of which ownership of record or
beneficially or the power to vote is hereafter acquired by Shareholder prior to
the termination of this Agreement being referred to herein as the
&quot;<U>Shares</U>&quot;); and</P>
<B><P ALIGN="JUSTIFY">WHEREAS</B>, as a condition to the willingness of Parent
to enter into the Merger Agreement, Parent has requested that Shareholder agree
to enter into this Agreement, and, in order to induce Parent to enter into the
Merger Agreement, Shareholder has agreed to enter into this Agreement.</P>
<B><P ALIGN="JUSTIFY">NOW</B>, <B>THEREFORE</B>, in consideration of the
premises and of the mutual agreements and covenants set forth herein and in the
Merger Agreement and for other good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, and intending to be legally bound
hereby, the parties hereto agree as follows:</P>
<OL TYPE="I">

<U><P ALIGN="CENTER"><LI></LI></P>
<P ALIGN="CENTER">TRANSFER, VOTING AND CONVERSION OF SHARES</P>
<OL>

<OL>

<P ALIGN="JUSTIFY"><LI>Transfer of Shares</U>.  Shareholder shall not, directly
or indirectly, (a)&nbsp;sell, pledge, encumber, assign, transfer or otherwise
dispose of any or all of Shareholder's Shares or any interest in such Shares,
except pursuant to the Merger Agreement or unless the transferee of such Shares
shall agree to hold such Shares subject to the terms of this Agreement by
executing counterpart signature pages hereto and to the Proxy (as defined
below), or (b)&nbsp;deposit any Shares or any interest in such Shares into a
voting trust or enter into a voting agreement or arrangement with respect to any
Shares or grant any proxy with respect thereto (other than as contemplated
herein), or (c)&nbsp;enter into any contract, commitment, option or other
arrangement or undertaking (other than the Merger Agreement) with respect to the
direct or indirect acquisition or sale, assignment, pledge, encumbrance,
transfer or other disposition of any Shares.</LI></P>
<U><P ALIGN="JUSTIFY"><LI>Vote in Favor of the Merger</U>.  During the period
commencing on the date hereof and terminating at the Effective Time,
Shareholder, solely in Shareholder's capacity as a shareholder of the Company,
agrees to vote (or cause to be voted) all of the Shares at any meeting of the
shareholders of the Company or any adjournment thereof, and in any action by
written consent of the shareholders of the Company, (i)&nbsp;in favor of the
approval of the Charter Amendment, the Merger Agreement (including the principal
terms thereof) and the Merger, and in favor of the other transactions
contemplated by the Merger Agreement, (ii)&nbsp;against any Company Acquisition
Transaction or any other action that could reasonably be expected to delay or
not to facilitate approval of the Merger, (iii) against any action or agreement
that could reasonably be expected to result in a breach of any covenant,
representation or warranty or any other obligation or agreement of the Company
under the Merger Agreement or that could reasonably be expected to result in any
of the conditions to the Company's obligations under the Merger Agreement not
being fulfilled, and (iv)&nbsp;in favor of any other matter relating to the
consummation of the transactions contemplated by the Merger Agreement.</LI></P>
<U><P ALIGN="JUSTIFY"><LI>Grant of Irrevocable Proxy</U>.  Concurrently with the
execution of this Agreement, Shareholder agrees to deliver to Parent a proxy
with respect to Shareholder's Shares in the form attached hereto as
<U>Exhibit&nbsp;B</U> (the &quot;<U>Proxy</U>&quot;), which shall be coupled
with an interest and irrevocable to the fullest extent permissible by
law.</LI></P>
<U><P ALIGN="JUSTIFY"><LI>Termination</U>.  This Agreement, the Proxy granted
hereunder and the obligations of Shareholder pursuant to this Agreement shall
terminate upon the date of the termination of the Merger Agreement pursuant to
Article VIII thereof; provided, however, that the termination of this Agreement
shall not relieve Shareholder from any liability for any previous breach of this
Agreement.</LI></P></OL>
</OL>

<P ALIGN="CENTER"><LI><BR>
<BR>
<U>REPRESENTATIONS AND WARRANTIES<BR>
OF SHAREHOLDER</LI></P>
</U><P ALIGN="JUSTIFY">Shareholder hereby represents and warrants to Parent as
follows:</P>
<OL>

<OL>

<U><P ALIGN="JUSTIFY"><LI>Authorization; Binding Agreement</U>.  Shareholder has
all legal right, power, authority and capacity to execute and deliver this
Agreement and the Proxy, to perform his, her or its obligations hereunder and
thereunder, and to consummate the transactions contemplated hereby and thereby.
This Agreement and the Proxy have been duly and validly executed and delivered
by or on behalf of Shareholder and, assuming their due authorization, execution
and delivery by or on behalf of Parent, constitute a legal, valid and binding
obligation of Shareholder, enforceable against Shareholder in accordance with
their terms, subject to (i)&nbsp;the effect of any applicable bankruptcy,
insolvency, moratorium or similar law affecting creditors' rights generally and
(ii)&nbsp;rules of law governing specific performance, injunctive relief and
other equitable remedies.</LI></P>
<U><P ALIGN="JUSTIFY"><LI>No Conflict; Required Filings and Consents</U>.
</LI></P>
<OL TYPE="a">

<P ALIGN="JUSTIFY"><LI>The execution and delivery of this Agreement and the
grant of the Proxy to Parent by Shareholder do not, and the performance of this
Agreement and the grant of the Proxy to Parent by Shareholder will not,
(i)&nbsp;conflict with or violate any statute, law, rule, regulation, order,
judgment or decree applicable to Shareholder or by which Shareholder or any of
Shareholder's properties or assets is bound or affected, (ii)&nbsp;violate or
conflict with the Certificate of Incorporation, Bylaws or other equivalent
organizational documents of Shareholder (if any), or (iii)&nbsp;result in or
constitute (with or without notice or lapse of time or both) any breach of or
default under, or give to another party any right of termination, amendment,
acceleration or cancellation of, or result in the creation of any lien or
encumbrance or restriction on any of the property or assets of Shareholder
pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease,
license, permit, franchise or other instrument or obligation to which
Shareholder is a party or by which Shareholder or any of  Shareholder's
properties or assets is bound or affected.  There is no beneficiary or holder of
a voting trust certificate or other interest of any trust of which Shareholder
is a trustee whose consent is required for the execution and delivery of this
Agreement or the consummation by Shareholder of the transactions contemplated by
this Agreement.</LI></P>
<P ALIGN="JUSTIFY"><LI>The execution and delivery of this Agreement and the
grant of the Proxy to Parent by Shareholder do not, and the performance of this
Agreement and the grant of the Proxy to Parent by Shareholder will not, require
any consent, approval, authorization or permit of, or filing with or
notification to, any third party or any governmental or regulatory authority,
domestic or foreign, except (i)&nbsp;for applicable requirements, if any, of the
Securities Exchange Act of 1934, as amended (the &quot;<U>Exchange
Act</U>&quot;) and (ii)&nbsp;where the failure to obtain such consents,
approvals, authorizations or permits, or to make such filings or notifications,
could not prevent or materially delay the performance by Shareholder of
Shareholder's obligations under this Agreement.  Other than an Affiliate
Agreement and a Lock-Up Agreement, each with Parent dated as of even date
herewith, Shareholder does not have any understanding in effect with respect to
the voting or transfer of any Shares, other than any right of repurchase granted
to the Company.  Shareholder is not required to make any filing with or notify
any governmental or regulatory authority in connection with this Agreement, the
Merger Agreement or the transactions contemplated hereby or thereby pursuant to
the requirements of the Hart-Scott-Rodino Antitrust Improvement Act of 1976, as
amended, and the rules and regulations promulgated thereunder (the &quot;<U>HSR
Act</U>&quot;).</LI></P>
<P ALIGN="JUSTIFY"><LI>If Shareholder is a natural person and is married, and
Shareholder's Shares constitute community property or if the approval of Spouse
is otherwise needed for this Agreement to be legal, valid and binding on
Shareholder, this Agreement has been duly authorized, executed and delivered by,
and constitutes a valid and binding agreement of, Spouse, enforceable against
Spouse in accordance with its terms.</LI></P></OL>

<U><P ALIGN="JUSTIFY"><LI>Litigation</U>.  There is no private or governmental
action, suit, proceeding, claim, arbitration or investigation pending or, to the
knowledge of Shareholder or any of Shareholder's affiliates, threatened before
any agency, administration, court or tribunal, foreign or domestic, against
Shareholder or any of Shareholder's affiliates or any of their respective
properties or any of their respective officers or directors, in the case of a
corporate entity (in their capacities as such), or any of their respective
partners (in the case of a partnership), that, individually or in the aggregate,
could reasonably be expected to materially delay or materially impair
Shareholder's ability to consummate the transactions contemplated by this
Agreement.  T<A NAME="QuickMark"></A>here is no judgment, decree or order
against Shareholder or any of Shareholder's affiliates, or, to the knowledge of
Shareholder or any of Shareholder's affiliates, any of their respective
directors or officers (in their capacities as such), in the case of a corporate
entity, or any of their respective partners (in the case of a partnership),
that, individually or in the aggregate, could reasonably be expected to prevent,
enjoin, alter or materially delay any of the transactions contemplated by this
Agreement, or that, individually or in the aggregate, could reasonably be
expected to have a material adverse effect on Shareholder's ability to
consummate the transactions contemplated by this Agreement.</LI></P>
<U><P ALIGN="JUSTIFY"><LI>Title to Shares</U>.  As of the date of this
Agreement, Shareholder is the record or beneficial owner of the Shares free and
clear of all liens, encumbrances, claims, proxies or voting restrictions other
than pursuant to this Agreement.  The shares of Company Common Stock and Company
Preferred Stock, including the options, warrants or other rights to acquire such
stock, set forth on <U>Exhibit&nbsp;A</U> hereto, are all of the securities of
the Company owned, directly or indirectly, of record or beneficially by
Shareholder on the date of this Agreement.</LI></P>
<U><P ALIGN="JUSTIFY"><LI>Absence of Claims</U>.  Shareholder has no claims,
actions, causes of actions, suits, debts, liens, demands, contracts,
liabilities, agreements, costs, expenses, or losses of any type, whether known
or unknown, fixed or contingent, based on any fact or circumstance from the
beginning of time to the date of this Agreement, including, without limitation,
any claims arising from Shareholder's employment with the Company or
Shareholders' ownership of the Shares, whether based on contract, tort, statute,
local ordinance, regulation or any comparable law in any jurisdiction that he,
she or it could assert against the Company or its predecessors, successors,
assigns, officers, directors, shareholders, employees or agents.</LI></P>
<U><P ALIGN="JUSTIFY"><LI>Accuracy of Representations</U>.  The representations
and warranties contained in this Agreement are accurate in all respects as of
the date of this Agreement.</LI></P></OL>
</OL>

<P ALIGN="CENTER"><LI><BR>
<BR>
<U>COVENANTS OF SHAREHOLDER</LI></P>
<OL>

<OL>

<P ALIGN="JUSTIFY"><LI>Further Assurances</U>.  From time to time and without
additional consideration, Shareholder shall (at Shareholder's sole expense)
execute and deliver, or cause to be executed and delivered, such additional
transfers, assignments, endorsements, proxies, consents and other instruments,
and shall (at Shareholder's sole expense) take such further actions, as Parent
may reasonably request for the purpose of carrying out and furthering the intent
of this Agreement.</LI></P>
<U><P ALIGN="JUSTIFY"><LI>Conversion of Company Preferred Stock</U>.
Shareholder hereby acknowledges that, pursuant to the Company's Amended and
Restated Articles of Incorporation, (a) each holder of shares of Company
Preferred Stock may, at such holder's option, convert such shares of Company
Preferred Stock into fully paid and nonassessable shares of Company Common Stock
and (b) upon consent of the holders of a majority of the shares of Company
Preferred Stock on an as converted to Company Common Stock basis, all shares of
Company Preferred Stock shall automatically convert into shares of Company
Common Stock.  Shareholder hereby agrees (a) to convert all shares of Company
Preferred Stock now owned or hereinafter acquired by it into shares of Company
Common Stock, such conversion to be contingent upon the occurrence of the
Closing and effective immediately prior to the Effective Time and (b) to vote at
any meeting of shareholders, or to consent in writing, as requested by Parent,
to cause the automatic conversion of the outstanding shares of Company Preferred
Stock into shares of Company Common Stock, such conversion to be effective
immediately prior to the Effective Time.</LI></P>
<U><P ALIGN="JUSTIFY"><LI>No Solicitation</U>.  If Shareholder is not an officer
or director of the Company, Shareholder will not, directly or indirectly, and
will instruct Shareholder's agents, representatives, affiliates, employees,
officers and directors, in case of a corporate entity, not to, directly or
indirectly, solicit, initiate or encourage (including, without limitation, by
way of furnishing public or nonpublic information), or take any other action to
facilitate, any inquiries or the making of any proposal or offer (including,
without limitation, any proposal or offer to the shareholders of the Company)
that constitutes, or may reasonably be expected to lead to, any Company
Acquisition Transaction, or enter into or maintain or continue discussion or
negotiate with any person or entity in furtherance of such inquiries or to
obtain a Company Acquisition Transaction, or agree to or endorse any Company
Acquisition Transaction, or authorize or permit any of such agents,
representatives, affiliates, employees, officers and directors to take any such
action. Shareholder shall notify Parent immediately after receipt by Shareholder
or any of Shareholder's agents, representatives, affiliates, employees, officers
and directors, in the case of a corporate entity, of any proposal for, or
inquiry respecting, any Company Acquisition Transaction or any request for
nonpublic information in connection with such a proposal or inquiry, or for
access to the properties, books or records of the Company by any person or
entity that informs or has informed the Company or Shareholder that it is
considering making or has made such a proposal or inquiry.  Such notice to
Parent shall indicate in reasonable detail the identity of the person making the
proposal or inquiry and the terms and conditions of such proposal or inquiry.
Shareholder immediately shall cease and cause to be terminated all existing
discussions or negotiations with any parties conducted heretofore with respect
to a Company Acquisition Transaction.</LI></P>
<U><P ALIGN="JUSTIFY"><LI>Confidentiality</U>. Shareholder agrees to, and shall
use Shareholder's reasonable best efforts to cause its agents, representatives,
affiliates, employees, officers and directors, in the case of a corporate
entity, to:</LI></P>
<OL TYPE="a">

<P ALIGN="JUSTIFY"><LI>treat and hold as confidential (and not disclose or
provide access to any person other than Parent and its agents, representatives,
affiliates, employees, officers and directors) and to refrain from using any
information relating to trade secrets, patent and trademark applications,
product development, price, customer and supplier lists, pricing and marketing
plans, policies and strategies, details of client and consultant contracts,
operations methods, product development techniques, business acquisition plans,
new personnel acquisition plans and all other confidential information with
respect to the Company, Parent, any affiliates of Parent or their
businesses;</LI></P>
<P ALIGN="JUSTIFY"><LI>in the event that Shareholder or any agent,
representative, affiliate, employee, officer or director of Shareholder, in the
case of a corporate entity, becomes legally compelled to disclose any such
information, provide Parent with prompt written notice of such requirement so
that Parent or the Company may seek a protective order or other remedy or waive
compliance with this Section&nbsp;3.04; and</LI></P>
<P ALIGN="JUSTIFY"><LI>in the event that such protective order or other remedy
is not obtained, or Parent waives compliance with this Section&nbsp;3.04,
furnish only that portion of such confidential information that is legally
required to be provided and exercise its reasonable best efforts to obtain
assurances that confidential treatment will be accorded such
information;</LI></P></OL>

<U><P ALIGN="JUSTIFY">provided</U>, <U>however</U>, that this Section 3.04 shall
not apply to any information that, (i) at the time of disclosure, is available
publicly and was not disclosed in breach of this Agreement by Shareholder or
Shareholder's agents, representatives, affiliates, employees, officers or
directors, in the case of a corporate entity, (ii) must be disclosed under
applicable laws or regulations or judicial or administrative proceedings
(subject to clauses (b) and (c) above), or (iii) shall be disclosed to
Shareholder's legal advisors in connection with advising Shareholder as to his,
her or its legal rights and obligations. Shareholder agrees and acknowledges
that remedies at law for any breach of Shareholder's obligations under this
Section&nbsp;3.04 are inadequate and that in addition thereto Parent shall be
entitled to seek equitable relief, including injunction and specific
performance, in the event of any such breach.</P>
<U><P ALIGN="JUSTIFY"><LI>Waiver of Appraisal Rights</U>. Shareholder hereby
irrevocably and unconditionally waives, and agrees to cause to be waived and to
prevent the exercise of, any rights of appraisal, any dissenters' rights and any
similar rights that Shareholder or any other person may have by virtue of the
ownership of any Shares with respect to the Merger and the other transactions
contemplated by the Merger Agreement.</LI></P></OL>
</OL>

<P ALIGN="CENTER"><LI><BR>
<BR>
<U>GENERAL PROVISIONS</LI></P>
<OL>

<OL>

<P ALIGN="JUSTIFY"><LI>Entire Agreement; Amendments</U>.  This Agreement, the
Merger Agreement and the other agreements referred to herein and therein
constitute the entire agreement of the parties and supersede all prior
agreements and undertakings, both written and oral, between the parties with
respect to the subject matter hereof.  This Agreement may not be amended or
modified except in an instrument in writing signed by, or on behalf of, the
parties hereto.</LI></P>
<U><P ALIGN="JUSTIFY"><LI>Survival of Representations and Warranties</U>.  All
representations and warranties made by Shareholder in this Agreement shall
survive any termination of the Merger Agreement and this Agreement.</LI></P>
<U><P ALIGN="JUSTIFY"><LI>Indemnification</U>. Shareholder shall hold harmless
and indemnify Parent and Parent's affiliates from and against, and shall
compensate and reimburse Parent and Parent's affiliates for, any loss, damage,
claim, liability, fee (including attorneys' fees), demand, cost or expense
(regardless of whether or not such loss, damage, claim, liability, fee, demand,
cost or expense relates to a third-party claim) that is directly or indirectly
suffered or incurred by Parent or any of Parent's affiliates, or to which Parent
or any of Parent's affiliates otherwise becomes subject, and that arises
directly or indirectly from, or relates directly or indirectly to (i) any
inaccuracy in or breach of any representation or warranty contained in this
Agreement or (ii) any failure on the part of Shareholder to observe, perform or
abide by, or any other breach of, any restriction, covenant, obligation or other
provision contained in this Agreement.</LI></P>
<U><P ALIGN="JUSTIFY"><LI>Assignment</U>.  The provisions of this Agreement
shall be binding upon and inure to the benefit of the parties hereto and their
respective successors and permitted assigns; <U>provided</U> <U>that</U> any
assignment, delegation or attempted transfer of any rights, interests or
obligations under this Agreement by Shareholder without the prior written
consent of Parent shall be void.</LI></P>
<U><P ALIGN="JUSTIFY"><LI>Fees and Expenses</U>.  Except as otherwise provided
herein or in the Merger Agreement, all costs and expenses (including, without
limitation, all fees and disbursements of counsel, accountants, investment
bankers, experts and consultants to a party) incurred in connection with this
Agreement and the transactions contemplated hereby shall be paid by the party
incurring such costs and expenses.</LI></P>
<U><P ALIGN="JUSTIFY"><LI>Notices</U>.  All notices and other communications
given or made pursuant hereto shall be in writing and shall be deemed
effectively given:  (i)&nbsp;upon personal delivery to the party to be notified,
(ii)&nbsp;when sent by confirmed facsimile if sent during normal business hours
of the recipient; if not, then on the next business day, (iii)&nbsp;five
(5)&nbsp;days after having been sent by registered or certified mail, return
receipt requested, postage prepaid, or (iv)&nbsp;one (1)&nbsp;day after deposit
with a nationally recognized overnight courier, specifying next day delivery,
with written verification of receipt.  All communications shall be sent to the
respective parties at the following addresses (or at such other addresses as
shall be specified by notice given in accordance with this
Section&nbsp;4.06):</LI></P>
<OL TYPE="a">

<P ALIGN="JUSTIFY"><LI>if to Parent:</LI></P>
<P ALIGN="JUSTIFY">ActionPoint, Inc.</P>
<P ALIGN="JUSTIFY">1299 Parkmoor Avenue</P>
<P ALIGN="JUSTIFY">Can Jose, CA 95126</P>
<P ALIGN="JUSTIFY">Attention:  Chief Financial Officer</P>
<P ALIGN="JUSTIFY">Facsimile No.: (408) 325-3985</P>

<P>&nbsp;</P>
<P>with a copy to:</P>

<P>Gunderson Dettmer Stough Villeneuve </P>
<P>Franklin &amp; Hachigian, LLP</P>
<P>610 Lincoln Street</P>
<P>Waltham, Massachusetts 02451</P>
<P>Attention:  Jay K. Hachigian</P>
<P>Facsimile No.:  (781) 622-1622</P>

<P ALIGN="JUSTIFY"><LI>If to Shareholder:</LI></P></OL>

<P ALIGN="JUSTIFY">The address of record maintained by the Company in its stock
records</P>
<U><P ALIGN="JUSTIFY"><LI>Headings</U>.  The headings contained in this
Agreement are for reference purposes only and shall not affect in any way the
meaning or interpretation of this Agreement.</LI></P>
<U><P ALIGN="JUSTIFY"><LI>Severability</U>.  If any term or other provision of
this Agreement is invalid, illegal or incapable of being enforced by any rule of
law or public policy, all other conditions and provisions of this Agreement
shall nevertheless remain in full force and effect so long as the economic or
legal substance of the transactions contemplated hereby is not affected in any
manner materially adverse to any party.  Upon such determination that any term
or other provision is invalid, illegal or incapable of being enforced, the
parties hereto shall negotiate in good faith to modify this Agreement so as to
effect the original intent of the parties as closely as possible to the fullest
extent permitted by applicable law in an acceptable manner. </LI></P>
<U><P ALIGN="JUSTIFY"><LI>Specific Performance</U>.  The parties agree that
irreparable damage would occur in the event that any of the provisions of this
Agreement is not performed in accordance with its specific terms or is otherwise
breached. Shareholder agrees that, in the event of any breach or threatened
breach by Shareholder of any covenant or obligation contained in this Agreement,
Parent shall be entitled (in addition to any other remedy that may be available
to it, including monetary damages) to seek and obtain (a)&nbsp;a decree or order
of specific performance to enforce the observance and performance of such
covenant or obligation, and (b)&nbsp;an injunction restraining such breach or
threatened breach. Shareholder further agrees that neither Parent nor any other
party shall be required to obtain, furnish or post any bond or similar
instrument in connection with or as a condition to obtaining any remedy referred
to in this Section 4.09, and Shareholder irrevocably waives any right he, she or
it may have to require the obtaining, furnishing or posting of any such bond or
similar instrument.</LI></P>
<U><P ALIGN="JUSTIFY"><LI>Governing Law</U>.  This Agreement shall be governed
by, and construed in accordance with, the laws of the State of California
applicable to contracts executed in and to be performed in that state without
regard to any conflicts of laws. In any dispute arising out of or relating to
this Agreement or any of the transactions contemplated by this Agreement: (a)
each of the parties irrevocably and unconditionally consents and submits to the
exclusive jurisdiction and venue of either the state courts located in Santa
Clara County, California<B> </B>or the United States District Court for the
Northern District of California, (b) each of the parties irrevocably consents to
service of process by first class certified mail, return receipt requested,
postage prepaid and (c) each of the parties irrevocably waives the right to a
trial by jury. </LI></P>
<U><P ALIGN="JUSTIFY"><LI>No Waiver</U>.  No failure or delay by any party in
exercising any right, power or privilege hereunder shall operate as a waiver
thereof, nor shall any single or partial exercise thereof preclude any other or
further exercise thereof or the exercise of any other right, power or privilege.
Parent shall not be deemed to have waived any claim available to it arising out
of this Agreement, or any right, power or privilege hereunder, unless the waiver
is expressly set forth in writing duly executed and delivered on behalf of
Parent.  The rights and remedies herein provided shall be cumulative and not
exclusive of any rights or remedies provided by law.</LI></P>
<U><P ALIGN="JUSTIFY"><LI>Counterparts</U>.  This Agreement may be executed in
two or more counterparts, and by the different parties hereto in separate
counterparts, each of which when executed shall be deemed to be an original but
all of which taken together shall constitute one and the same
agreement.</LI></P></OL>
</OL>
</OL>

<U><P ALIGN="JUSTIFY"></P>
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<B><P ALIGN="JUSTIFY">IN WITNESS WHEREOF,</B> each of Parent and Shareholder has
executed or has caused this Agreement to be executed by their respective duly
authorized officers as of the date first written above.</P>
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<B><P ALIGN="CENTER">EXHIBIT B</P>
</B><P ALIGN="CENTER"></P>
<B><P ALIGN="CENTER">IRREVOCABLE PROXY</P>
</B><P ALIGN="CENTER"></P>
<P ALIGN="JUSTIFY">The undersigned shareholder of Captiva Software Corporation,
a California corporation (the &quot;<U>Company</U>&quot;), hereby irrevocably
(to the fullest extent permitted by law) appoints the President and Chief
Financial Officer of ActionPoint, Inc., a Delaware corporation
(&quot;<U>Parent</U>&quot;), and each of them, as the sole and exclusive lawful
attorneys-in-fact and proxies of the undersigned, with full power of
substitution and resubstitution, to vote and exercise all voting and related
rights (to the full extent that the undersigned is entitled to do so) with
respect to all of the shares of capital stock of the Company that now are or
hereafter may be beneficially owned by the undersigned, and any and all other
shares or securities of the Company issued or issuable in respect thereof on or
after the date hereof (collectively, the &quot;<U>Shares</U>&quot;) in
accordance with the terms of this Proxy.  The Shares beneficially owned by the
undersigned as of the date of this Proxy are listed on the final page of this
Proxy.  Upon the undersigned's execution of this Proxy, any and all prior
proxies given by the undersigned with respect to any Shares are hereby revoked
and the undersigned agrees not to grant any subsequent proxies with respect to
the Shares until after the Expiration Date (as defined below).</P>
<P ALIGN="JUSTIFY">This Proxy is irrevocable (to the fullest extent permitted by
law), is coupled with an interest and is granted pursuant to that certain Voting
Agreement of even date herewith between Parent and the undersigned (the
&quot;<U>Voting Agreement</U>&quot;), and is granted in consideration of Parent
entering into the Agreement and Plan of Merger and Reorganization (the
&quot;<U>Merger Agreement</U>&quot;), dated as of March 4, 2002, among Parent,
Condor Merger Corp. a California corporation and wholly owned subsidiary of
Parent (&quot;<U>Merger Sub</U>&quot;), and the Company. The Merger Agreement
provides for the merger of Merger Sub with and into the Company (the
&quot;<U>Merger</U>&quot;).  As used herein, the term &quot;<U>Expiration
Date</U>&quot; shall mean the earlier to occur of (i)&nbsp;such date and time as
the Merger Agreement shall have been validly terminated pursuant to Article VIII
thereof or (ii)&nbsp;such date and time as the Merger shall become effective in
accordance with the terms and provisions of the Merger Agreement.</P>
<P ALIGN="JUSTIFY">The attorneys-in-fact and proxies named above, and each of
them, are hereby authorized and empowered by the undersigned, at any time prior
to the Expiration Date, to act as the undersigned's true and lawful attorneys-
in-fact and proxies to vote the Shares, and to exercise all voting, consent and
similar rights of the undersigned with respect to the Shares (including, without
limitation, the power to execute and deliver in the undersigned's name any
consent, certificate or other document that may be required by law) at every
annual, special or adjourned meeting of shareholders of the Company and in every
written consent in lieu of such meeting (i)&nbsp;in favor of adoption of the
Merger Agreement and the approval of the Merger, and in favor of each of the
other actions contemplated by the Merger Agreement, (ii)&nbsp;against any
Company Acquisition Transaction (as defined in the Merger Agreement) or any
other matter that could reasonably be expected to delay or not to facilitate
approval of the Merger, (iii)&nbsp;against any action or agreement that could
reasonably be expected to result in a breach of any covenant, representation or
warranty or any other obligation or agreement of the Company under the Merger
Agreement or which could reasonably be expected to result in any of the
conditions to the Company's obligations under the Merger Agreement not being
fulfilled, and (iv) in favor of any other matter relating to the consummation of
the transactions contemplated by the Merger Agreement[, including, without
limitation, the conversion of all of the Company Preferred Stock into Company
Common Stock as required pursuant to Section 1.04 of the Voting Agreement.]</P>
<P ALIGN="JUSTIFY">The attorneys-in-fact and proxies named above may not
exercise this Proxy on any other matter except as provided above.  The
undersigned may vote the Shares on all other matters.  Any obligation of the
undersigned hereunder shall be binding upon the successors and assigns of the
undersigned.</P>


<P ALIGN="JUSTIFY">This Proxy is irrevocable (to the fullest extent permitted by
law).  This Proxy shall terminate, and be of no further force and effect,
automatically upon the Expiration Date.</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="CENTER">[<U>The remainder of this page intentionally left
blank</U>]</P>

<BR>
<BR>
<BR>
<HR WIDTH="85%">
<BR>
<BR>
<BR>
<P>Dated:  March 4, 2002</P>

<P>&nbsp;</P>
<P>&nbsp;</P>
<P>Signature of Shareholder:<U>&#9;</P>
</U>
<P>Print Name of Shareholder:<U>&#9;</P>
</U>
<P>Shares beneficially owned:</P>
<U><DIR>
<DIR>
<DIR>
<DIR>
<DIR>
<DIR>
<DIR>
<DIR>
<DIR>
<DIR>
<DIR>
<DIR>

</U><ADDRESS>_____  shares of Company Common Stock</ADDRESS>

<ADDRESS>_____  shares of Company Preferred Stock</ADDRESS>

<ADDRESS>_____  shares of Company Common Stock issuable upon exercise of
outstanding options or warrants</ADDRESS>
<ADDRESS></ADDRESS>
<ADDRESS>_____  shares of Company Preferred Stock issuable upon exercise of
outstanding options or warrants</ADDRESS>
</DIR>
</DIR>
</DIR>
</DIR>
</DIR>
</DIR>
</DIR>
</DIR>
</DIR>
</DIR>
</DIR>
</DIR>


</TEXT>
</DOCUMENT>
