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                                                                    EXHIBIT 10.2

                            ONYX SOFTWARE CORPORATION
                              STOCK AWARD AGREEMENT

Onyx Software Corporation, (the "Company"), hereby awards shares of Common Stock
to the individual named below (the "Participant"). The terms and conditions of
the Stock Award are set forth in this cover sheet, in the attached Stock Award
Agreement and in the Onyx Software Corporation 1998 Stock Compensation Incentive
Plan as amended and restated on March 21, 2003 (the "Plan").

Vesting Date:  March 3, 2006

Award Date:  March 15, 2006

Name of Participant:  Janice P. Anderson

Number of shares of Common Stock Awarded:  21,000

                  BY SIGNING THIS COVER SHEET, YOU AGREE TO ALL OF THE TERMS AND
                  CONDITIONS DESCRIBED IN THE ATTACHED STOCK AWARD AGREEMENT AND
                  IN THE PLAN. YOU ARE ALSO ACKNOWLEDGING RECEIPT OF THIS
                  AGREEMENT AND COPIES OF THE PLAN AND THE PLAN'S PROSPECTUS.

Participant:      /s/ Janice P. Anderson
                  ----------------------
                  (Signature)

Company:          /s/ Paul B. Dauber
                  ----------------------
                  (Signature)

Title:            VP & Chief Legal Officer


Attachment

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                            ONYX SOFTWARE CORPORATION
                              STOCK AWARD AGREEMENT

THE PLAN AND                The text of the Plan is incorporated in this
OTHER AGREEMENTS            Agreement by this reference. You and the Company
                            agree to execute such further instruments and to
                            take such further action as may reasonably be
                            necessary to carry out the intent of this Agreement.
                            Unless otherwise defined in this Agreement, certain
                            capitalized terms used in this Agreement are defined
                            in the Plan.

                            This Agreement, the attached Exhibits and the Plan
                            constitute the entire understanding between you and
                            the Company regarding this Award of Common Stock.
                            Any prior agreements, commitments or negotiations
                            are superseded.

AWARD OF COMMON STOCK       The Company awards you the number of shares of
                            Common Stock shown on the cover sheet of this
                            Agreement. These shares are referred to in this
                            Agreement as your "Restricted Shares." The Award is
                            subject to the terms and conditions of this
                            Agreement and the Plan.

                            This Award is not intended to constitute a
                            "nonqualified deferred compensation plan" within the
                            meaning of Section 409A of the Code, and will be
                            interpreted accordingly.

VESTING                     As long as you render continuous service to the
                            Company (or its parent or Subsidiary), you will
                            become incrementally vested as to 33% of the total
                            number of Restricted Shares (rounded to the nearest
                            whole number) as shown on the attached cover sheet
                            on the one year anniversary of the Vesting Date and
                            an additional 16.75% of the total number of
                            Restricted Shares (rounded to the nearest whole
                            number) each six-months thereafter, with the result
                            that 100% of the Restricted Shares shall be vested
                            three years from the Vesting Date. Except as set
                            forth below, in the event that your service ceases
                            prior to the third anniversary of the Award date,
                            you will forfeit to the Company all of the unvested
                            Restricted Shares. For purposes of facilitating the
                            enforcement of the provisions of this Section, the
                            Company may issue stop-transfer instructions on the
                            Restricted Shares to the Company's transfer agent,
                            or otherwise hold the Restricted Shares in escrow,
                            until the Restricted Shares have vested and you have
                            satisfied all applicable obligations with respect to
                            the Restricted Shares, including any applicable tax
                            withholding obligations. Any new, substituted or
                            additional securities or other property which is
                            issued or distributed with respect to the unvested
                            Restricted Shares shall be subject to the same terms
                            and conditions as are applicable to the unvested
                            Restricted Shares under this Agreement and the Plan.

ACCELERATION UPON           If your employment with the Company is terminated as
QUALIFYING                  a result of a Qualifying Termination, the unvested
TERMINATION                 Common Stock subject to this Award shall, upon the
                            effectiveness of the Release executed by you,
                            automatically

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                            vest for that portion of this Award that would have
                            vested if you had remained in the employment of the
                            Company through and including the first anniversary
                            of the date of such termination of employment.

ACCELERATION                If your employment with the Company is terminated as
UPON DEATH OR               a result of your death or Disability, the unvested
DISABILITY                  Common Stock subject to this Award shall, upon the
                            effectiveness of the Release executed by you (or
                            your personal representative if applicable),
                            automatically vest for that portion of this Award
                            that would have vested if you had remained in the
                            employment of the Company through and including the
                            first anniversary of the date of such termination of
                            employment.

ACCELERATION                In the event of a Corporate Transaction, the Common
UPON CORPORATE              Stock subject to this Award that is at the time
TRANSACTION                 unvested shall automatically accelerate so as to
                            become 100% vested immediately prior to the
                            specified effective date for the Corporate
                            Transaction. Notwithstanding the foregoing, the
                            Common Stock subject to this Award shall not so
                            accelerate, however, if and to the extent that this
                            Award is, in connection with the Corporate
                            Transaction, either to be assumed by the successor
                            corporation or parent thereof (the "Successor
                            Corporation") or to be replaced with a comparable
                            award of shares of the capital stock of the
                            Successor Corporation. The determination of award
                            comparability shall be made by the Committee, and
                            its determination shall be conclusive and binding.
                            If this Award is not assumed by the Successor
                            Corporation, or if it is replaced with a comparable
                            award of shares of the capital stock of the
                            Successor Corporation, it shall terminate and cease
                            to remain outstanding immediately following the
                            consummation of the Corporate Transaction, or the
                            granting of the comparable award, as applicable.

ACCELERATION                If your employment with the Company is terminated as
UPON  QUALIFYING            a result of a Qualifying Termination occurring
TERMINATION                 within 24 months after a Change of Control (or if
FOLLOWING CHANGE OF         pursuant to Section 14(c) of the Employment
CONTROL                     Agreement, such employment is deemed to have been
                            terminated as a result of a Qualifying Termination
                            occurring within 24 months after a Change of
                            Control), upon the effectiveness of the Release
                            executed by you, the portion of the Award that is
                            then outstanding and unvested shall automatically
                            fully vest and become immediately exercisable.


DEFINITIONS                 If not elsewhere defined, the following definitions
                            shall be applicable for this Award:

                            "Board" means the Company's Board of Directors.

                            Notwithstanding Section 2.3 of the Plan, "Cause"
                            means any one of the following: (i) a willful and
                            continued failure to perform your duties and
                            responsibilities as President and Chief Executive
                            Officer, other than a failure resulting from your
                            complete or partial incapacity due to physical or
                            mental

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                            illness or impairment, after there has been
                            delivered to you a written demand for performance
                            from the Board that describes the basis for the
                            Board's belief that you have not performed your
                            duties and provides you with (thirty) 30 days (or
                            such longer period of time as may be granted by the
                            Board in its sole discretion) to take corrective
                            action, (ii) a willful act by you that constitutes
                            gross misconduct and that results in material harm
                            to the Company, (iii) a willful breach by you of a
                            material provision of this Agreement or (iv) a
                            material and willful violation of a federal or state
                            law or regulation applicable to the business of the
                            Company that results in material harm to the
                            Company. For purposes of this Agreement, no act, or
                            failure to act, on your part shall be deemed
                            "willful" unless done, or omitted to be done, by you
                            not in good faith and without reasonable belief that
                            your action or omission was in the best interest of
                            the Company. Notwithstanding the foregoing, you
                            shall not be deemed to have been terminated for
                            Cause unless and until the Company provides written
                            notice to you by providing a copy of a resolution
                            duly adopted by the affirmative vote of not less
                            than three-quarters of the entire membership of the
                            Board (other than you), and including at least a
                            majority of the independent members of the Board (as
                            defined in Nasdaq Rule 4200(a)(15)) (the
                            "Independent Directors"), as it may be amended from
                            time to time), at a meeting of the Board called and
                            held for such purpose (after reasonable notice to
                            you and an opportunity for you, together with
                            counsel, to be heard before the Board) finding that,
                            in the good-faith opinion of the Board, you were
                            guilty of conduct set forth above and specifying the
                            particulars thereof in reasonable detail. If the
                            Company does not give you notice of termination for
                            Cause within sixty (60) days following the date an
                            Independent Director first has actual knowledge of
                            the material facts giving rise to the basis for such
                            termination, the Company shall be deemed to have
                            irrevocably waived the right to give notice on such
                            basis unless you consent in writing to an extension
                            of such sixty (60) day period. For purposes of the
                            foregoing waiver provision, you shall have the
                            burden of proving actual knowledge of an Independent
                            Director of the material facts giving rise to the
                            basis for such termination.

                            "Change of Control" means any of the following
                            events: (i) consummation of any merger or
                            consolidation or reorganization of the Company in
                            which the Company is not the continuing or surviving
                            entity, or pursuant to which shares of the Common
                            Stock are converted into cash, securities or other
                            property, if (and only if) following such merger or,
                            consolidation or reorganization, the holders of the
                            Company's outstanding voting securities immediately
                            prior to such merger or, consolidation or
                            reorganization own less than a majority of the
                            outstanding voting securities of the surviving
                            entity or members of the Company's board of
                            directors immediately prior to such merger,
                            consolidation or reorganization do not constitute a
                            majority of the board of directors of the surviving
                            entity; (ii) consummation of any sale, lease,
                            exchange or other transfer in one transaction or a
                            series of related transactions of all or
                            substantially all of the Company's assets other than
                            a transfer of the Company's assets to a
                            majority-owned subsidiary corporation

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                            of the Company; (iii) approval by the holders of the
                            Common Stock of any plan or proposal for the
                            liquidation or dissolution of the Company; (iv)
                            acquisition by any person or group of beneficial
                            ownership (as defined in the Securities Exchange Act
                            of 1934, as amended) of more than 50% of the
                            Company's outstanding voting securities; or (v) if
                            those individuals who are directors of the Company
                            on the date of your employment (the "Incumbent
                            Board") cease to constitute a majority of the
                            Company's directors, provided that individuals whose
                            election as directors was approved by the Incumbent
                            Board shall be considered members of the Incumbent
                            Board.

                            "Committee" means the Board's Compensation
                            Committee.

                            "Corporate Transaction" means any of the following
                            events: (i) Consummation of any merger or
                            consolidation of the Company in which the Company is
                            not the continuing or surviving corporation, or
                            pursuant to which shares of the Common Stock are
                            converted into cash, securities or other property,
                            if following such merger or consolidation the
                            holders of the Company's outstanding voting
                            securities immediately prior to such merger or
                            consolidation own less than a majority of the
                            outstanding voting securities of the surviving
                            corporation; (ii) Consummation of any sale, lease,
                            exchange or other transfer in one transaction or a
                            series of related transactions of all or
                            substantially all of the Company's assets other than
                            a transfer of the Company's assets to a
                            majority-owned subsidiary corporation of the
                            Company; or (iii) Approval by the holders of the
                            Common Stock of any plan or proposal for the
                            liquidation or dissolution of the Company.

                            Notwithstanding Section 2.7 of the Plan,
                            "Disability" means that you, at the time the notice
                            of termination for disability is given to you by the
                            Company, have been unable to perform your essential
                            duties under the Employment Agreement (after
                            reasonable accommodations have been made for you)
                            for a period of not less than four consecutive
                            months as a result of your incapacity due to
                            physical or mental illness. In the event that you
                            resume the performance of substantially all of your
                            duties under the Employment Agreement before the
                            termination of your employment for disability
                            becomes effective, the notice of termination shall
                            automatically be deemed to have been revoked.

                            "Employment Agreement" means that certain employment
                            agreement entered into by and between the Company
                            and you on June 7, 2004 and amended as of January
                            20, 2005, July 11, 2005 and March 15, 2006.

                            "Qualifying Termination" means either that: (i) the
                            Company terminates your employment for any reason
                            other than Cause, Disability or death; or (ii) you
                            notify the Company in writing that you will
                            terminate your employment with the Company in
                            response to a "Constructive Termination."
                            Constructive Termination is defined as (a) a
                            material reduction of your duties, responsibilities,
                            or authorities or a material adverse change in the

                                       5
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                            prestige of your title, including without
                            limitation, if you are required to report to any
                            individual other than the Board, if you are not the
                            highest ranking officer of the Company's ultimate
                            parent entity or if you are assigned material duties
                            or material responsibilities that are not normally
                            associated with the position of President and Chief
                            Executive Officer of a company of similar size and
                            market capitalization to the Company, (b) a
                            reduction by the Company of your then current Base
                            Compensation, (c) a relocation of the Company's
                            headquarters of more than 35 miles from its location
                            on the date hereof or a change in your principal
                            business location to a location other than the
                            corporate headquarters, (d) a failure of the Board
                            to nominate you as a director of the Company;
                            provided, however, that the replacement of you as
                            Chairman of the Board shall not constitute a
                            Constructive Termination or (e) a breach by the
                            Company of a material provision of this Agreement.
                            If the Company cures such Constructive Termination
                            within 10 days after its receipt of your written
                            notice, then you will not be able to terminate your
                            employment in a Qualifying Termination based on the
                            event(s) in question. Each provision of this
                            Agreement that provides for payments to be paid or
                            material benefits to be provided to you shall be
                            deemed to be a material provision of this Agreement.
                            If you does not give the Company notice that you
                            will terminate your employment as a result of a
                            Constructive Termination within sixty (60) days
                            following the date you have actual knowledge of the
                            material facts giving rise to the basis for such
                            termination, you shall be deemed to have irrevocably
                            waived the right to give notice on such basis unless
                            the Company consents in writing to an extension of
                            such period. For purposes of the foregoing waiver
                            provision, the Company shall have the burden of
                            proving your actual knowledge of the material facts
                            giving rise to the basis for such termination.

                            "Release" means your release and waiver of claims in
                            the form required by the Employment Agreement.

CODE SECTION 83(B)          Under Section 83 of the Internal Revenue Code of
ELECTION                    1986, as amended (the "Code"), the Fair Market Value
                            of the Restricted Shares on the date any forfeiture
                            restrictions applicable to such Restricted Shares
                            lapse will be reportable as ordinary income at that
                            time. You may elect to be taxed at the time the
                            Restricted Shares are awarded to you to the extent
                            that the Fair Market Value of the Restricted Shares
                            exceeds the amount of consideration paid by you (if
                            any) for such Restricted Shares at that time rather
                            than when such Restricted Shares ceases to be
                            subject to such forfeiture restrictions, by filing
                            an election under Section 83(b) of the Code with the
                            Internal Revenue Service within thirty (30) days
                            after the Award Date. The form for making this
                            election is attached as Exhibit A hereto. YOU
                            ACKNOWLEDGE THAT IT IS YOUR SOLE RESPONSIBILITY, AND
                            NOT THE COMPANY'S, TO FILE A TIMELY ELECTION UNDER
                            CODE SECTION 83(B), EVEN IF YOU REQUEST THE COMPANY
                            OR ITS

                                       6
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                            REPRESENTATIVES TO MAKE THIS FILING ON YOUR BEHALF.
                            YOU ARE RELYING SOLELY ON YOUR OWN ADVISORS WITH
                            RESPECT TO THE DECISION AS TO WHETHER OR NOT TO FILE
                            A CODE SECTION 83(B) ELECTION.

LEAVES OF ABSENCE           For purposes of this Agreement, while you are a
                            common-law employee, your service does not terminate
                            when you go on a bona fide leave of absence that was
                            approved by the Company (or its parent or
                            subsidiary) in writing, if the terms of the leave
                            provide for continued service crediting, or when
                            continued service crediting is required by
                            applicable law. Your service terminates in any event
                            when the approved leave ends, unless you immediately
                            return to active work.

                            The Company determines which leaves count for this
                            purpose, and when your service terminates for all
                            purposes under the Plan.

VOTING AND                  Subject to the terms of this Agreement, you shall
OTHER RIGHTS                have all the rights and privileges of a shareholder
                            of the Company while the Restricted Shares are
                            subject to stop-transfer restrictions, or otherwise
                            held in escrow, including the right to vote and to
                            receive dividends (if any).

RESTRICTIONS ON             The Company will not issue any Restricted Shares if
ISSUANCE                    the issuance of such Restricted Shares at that time
                            would violate any law or regulation.

WITHHOLDING TAXES           You will be solely responsible for payment of any
                            and all applicable taxes associated with this Award.

                            Unless you make other arrangements with the Company
                            to satisfy your withholding obligations, you agree
                            to satisfy any applicable withholding tax
                            obligations that arise in connection with the
                            Restricted Shares by (i) having the Company withhold
                            shares from the Restricted Shares held in escrow, or
                            (ii) tendering shares to the Company, in either
                            case, equal in value to the amount necessary to
                            satisfy any such withholding tax obligation. Such
                            Shares shall be valued based on the fair market
                            value as of the day prior to the date that the
                            amount of tax to be withheld is to be determined
                            under applicable law. The Company shall not be
                            required to release the Restricted Shares from the
                            stop-transfer instructions or escrow unless and
                            until such obligations are satisfied.

RESTRICTIONS ON             By signing this Agreement, you agree not to sell any
RESALE                      Restricted Share prior to its vesting or sell any
                            shares of Common Stock acquired under this Award at
                            a time when applicable laws, regulations or Company
                            or underwriter trading policies prohibit sale.

                           If the sale of shares of Common Stock acquired under
                           this Award is not registered under the Securities
                           Act, but an exemption is available which requires an
                           investment or other representation and warranty, you
                           shall represent and agree that the shares being
                           acquired are being acquired for

                                       7
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                            investment, and not with a view to the sale or
                            distribution thereof, and shall make such other
                            representations and warranties as are deemed
                            necessary or appropriate by the Company and its
                            counsel.

NO RETENTION RIGHTS         This Agreement is not an employment agreement and
                            does not give you the right to be retained by the
                            Company (or its parent or Subsidiaries). The Company
                            (or its parent or Subsidiaries) reserves the right
                            to terminate your service at any time and for any
                            reason.

ADJUSTMENTS                 In the event of a stock split, a stock dividend or a
                            similar change in the Company stock, the number of
                            Restricted Shares covered by this Award may be
                            adjusted (and rounded down to the nearest whole
                            number) pursuant to the Plan.

AUTHORIZATION TO            You hereby authorize and direct your employer to
RELEASE NECESSARY           collect, use and transfer in electronic or other
PERSONAL INFORMATION        form, any personal information (the "Data")
                            regarding your employment, the nature and amount of
                            your compensation and the facts and conditions of
                            your participation in the Plan (including, but not
                            limited to, your name, home address, telephone
                            number, date of birth, social security number (or
                            any other social or national identification number),
                            salary, nationality, job title, number of shares
                            held and the details of all awards or any other
                            entitlement to shares awarded, cancelled, exercised,
                            vested, unvested or outstanding) for the purpose of
                            implementing, administering and managing your
                            participation in the Plan. You understand that the
                            Data may be transferred to the Company or any of its
                            Subsidiaries, or to any third parties assisting in
                            the implementation, administration and management of
                            the Plan, including any requisite transfer to a
                            broker or other third party assisting with the
                            administration of this Award under the Plan or with
                            whom shares acquired pursuant to this Award or cash
                            from the sale of such shares may be deposited. You
                            acknowledge that recipients of the Data may be
                            located in different countries, and those countries
                            may have data privacy laws and protections different
                            from those in the country of your residence.
                            Furthermore, you acknowledge and understand that the
                            transfer of the Data to the Company or any of its
                            Subsidiaries, or to any third parties is necessary
                            for your participation in the Plan.

                            You may at any time withdraw the consents herein by
                            contacting your local human resources representative
                            in writing. You further acknowledge that withdrawal
                            of consent may affect your ability to exercise or
                            realize benefits from this Award, and your ability
                            to participate in the Plan.

LEGENDS                     If certificates representing the Restricted Shares
                            are issued under this Award, then such certificates,
                            where applicable, shall have endorsed thereon the
                            following legend and any other legend the Company
                            determines appropriate:

                                    "THE SHARES REPRESENTED BY THIS CERTIFICATE
                                    ARE SUBJECT TO CERTAIN RESTRICTIONS ON
                                    TRANSFER AND OPTIONS TO PURCHASE SUCH SHARES
                                    SET FORTH IN AN AGREEMENT BETWEEN THE
                                    COMPANY AND THE

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                                    REGISTERED HOLDER, OR HIS OR HER PREDECESSOR
                                    IN INTEREST. A COPY OF SUCH AGREEMENT IS ON
                                    FILE AT THE PRINCIPAL OFFICE OF THE COMPANY
                                    AND WILL BE FURNISHED UPON WRITTEN REQUEST
                                    TO THE SECRETARY OF THE COMPANY BY THE
                                    HOLDER OF RECORD OF THE SHARES REPRESENTED
                                    BY THIS CERTIFICATE."

                                    "THE SHARES REPRESENTED HEREBY HAVE NOT BEEN
                                    REGISTERED UNDER THE SECURITIES ACT OF 1933,
                                    AS AMENDED, AND MAY NOT BE SOLD, PLEDGED, OR
                                    OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE
                                    REGISTRATION THEREOF UNDER SUCH ACT OR AN
                                    OPINION OF COUNSEL, SATISFACTORY TO THE
                                    COMPANY AND ITS COUNSEL, THAT SUCH
                                    REGISTRATION IS NOT REQUIRED."

NOTICE                      Any notice to be given or delivered to the Company
                            relating to this Agreement shall be in writing and
                            addressed to the Company at its principal corporate
                            offices. Any notice to be given or delivered to you
                            relating to this Agreement shall be in writing and
                            addressed to you at such address of which you advise
                            the Company in writing. All notices shall be deemed
                            effective upon personal delivery or upon deposit in
                            the U.S. mail, postage prepaid and properly
                            addressed to the party to be notified.

APPLICABLE  LAW             This Agreement will be interpreted and enforced
                            under the laws of the State of Washington.

BY SIGNING THE COVER SHEET OF THIS AGREEMENT, YOU AGREE TO ALL OF THE TERMS AND
                  CONDITIONS DESCRIBED ABOVE AND IN THE PLAN.

                                       9
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                                    EXHIBIT A

                         ELECTION UNDER SECTION 83(B) OF
                            THE INTERNAL REVENUE CODE

The undersigned hereby makes an election pursuant to Section 83(b) of the
Internal Revenue Code with respect to the property described below and supplies
the following information in accordance with the regulations promulgated
thereunder:

1.    The name, address and social security number of the undersigned:

      ________________________________________________________________

      ________________________________________________________________

      ________________________________________________________________


         Social Security No. :________________________________________

2.    Description of property with respect to which the election is being made:

      ________________shares of common stock of Onyx Software Corporation (the
      "Company").

3.    The date on which the property was transferred is _____________, [YEAR].

4.    The taxable year to which this election relates is calendar year [YEAR].

5.    Nature of restrictions to which the property is subject:

      The shares of stock are subject to the provisions of a Stock Award
      Agreement (the "Agreement") between the undersigned and the Company.
      The shares of stock are subject to forfeiture under the terms of the
      Agreement.

6.    The fair market value of the property at the time of transfer (determined
      without regard to any lapse restriction) was $__________ per share, [for a
      total of $__________.]

7.    The amount paid by taxpayer for the property was $__________.

8.    A copy of this statement has been furnished to the Company.

Dated:  _____________ __, [YEAR].

                                    ______________________________

                                   [Taxpayer's Name]

                                A-1