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                                                                    Exhibit 10.2

                            Stock Option Agreement
                           Onyx Software Corporation


I.     OPTION GRANT.  ONYX SOFTWARE CORPORATION, a Washington corporation (the
       "Company") hereby grants a nonqualified stock option to purchase a total
       of 600,000 shares of Common Stock of the Company, par value $0.01 per
       share, (the "Common Stock") as of January 30, 2001 ("Grant Date") to
       LESLIE RECHAN (the "Optionee"), subject in all respects to the terms and
       provisions of this Stock Option Agreement (the "Option"). This Option
       shall be governed by, and construed in accordance with, the laws of the
       state of Washington without regard for principles of conflict of laws.

II.    VESTING SCHEDULE.  The Vesting Initiation Date shall be January 30, 2001.
       This Option shall vest and become exercisable as to 25% of the total
       number of shares of Common Stock covered by this Option on the one year
       anniversary of the Vesting Initiation Date and an additional 2.0833% of
       the shares covered by the Option shall vest each month thereafter, with
       the result that the Option shall be fully vested and exercisable four
       years after the Vesting Initiation Date. Notwithstanding the foregoing,
       if Optionee's employment with the Company terminates in a Qualifying
       Termination (as defined in the Employment Agreement by and between the
       Company and Optionee entered into as of the 30th day of January, 2001
       (the "Employment Agreement")), this Option shall, upon such Qualifying
       Termination, automatically vest and become exercisable as to all of the
       shares of Common Stock originally subject to the Option that would
       otherwise have vested during the 12-month period following the effective
       date of such Qualifying Termination.

III.   PRICE.  The Option exercise price per share (the "Exercise Price") as
       determined by the Board of Directors (the "Board") of the Company is
       $16.157. The Exercise Price shall be paid by delivery of cash or, subject
       to the discretion of the Board, by delivery of an approved equivalent to
       cash.

IV.    PURCHASE FOR INVESTMENT.  This Option may not be exercised if the
       issuance of shares of Common Stock pursuant to an exercise would
       constitute a violation of any applicable federal or state securities or
       other law or valid regulation. Any other provision of this Option
       notwithstanding, the obligation of the Company to issue shares pursuant
       to an exercise of the Option shall be subject to all applicable laws,
       rules and regulations and such approval by any regulatory body as may be
       required. The Company reserves the right to restrict, in whole or in
       part, the delivery of shares prior to the satisfaction of all legal
       requirements relating to the issuance of such shares, to their
       registration, qualification or listing or to an exemption from
       registration, qualification or listing. The Optionee, as a condition to
       his exercise of this Option, shall sign a Letter of Investment
       satisfactory to the Company's counsel and represent, among other things,
       to the Company that the shares of Common Stock that he acquires under
       this Option are being acquired by him for investment and not with a view
       to distribution or resale and that he understands that such shares of
       Company Common Stock may not be sold until (a) there is an effective
       registration statement under the Securities Act of 1933, as amended, (the
       "Act") and applicable state securities laws covering any such transaction
       involving such shares

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       of Common Stock or (b) the Company receives an opinion of legal counsel
       for the holder of such shares of Common Stock (concurred in by legal
       counsel of the Company) stating that such transaction is exempt from
       registration.

V.     NON-ASSIGNABILITY.  The Option may not be transferred or hypothecated in
       any manner and shall only be exercisable by the Optionee or his legal
       representative. The terms of this Option shall be binding upon the
       executors, administrators, heirs, successors, and assigns of the
       Optionee.

VI.    EXERCISE.

       A.   This Option shall be exercisable, to the extent of the number of
            shares purchasable by Optionee at the date of termination, only (a)
            within one year after such termination if the Optionee's termination
            is coincident with the Optionee's death or Disability (as defined in
            the Employment Agreement) or (b) within three months after the date
            that Optionee ceases to be an employee, director, officer,
            consultant, agent, advisor or independent contractor of the Company
            or a subsidiary if termination of the Optionee's employment or
            services is for any reason other than death or Disability, but in no
            event later than the remaining Term of the Option. Any portion of
            this Option exercisable at the time of the Optionee's death may be
            exercised, to the extent of the number of shares purchasable by the
            Optionee at the date of the Optionee's death, by the personal
            representative of the Optionee's estate or the person(s) to whom the
            Optionee's rights under the Option have passed by will or the
            applicable laws of descent and distribution, at any time or from
            time to time within one year after the date of death, but in no
            event later than the remaining Term of the Option.

       B.   This Option may not be exercised more than ten (10) years from the
            date hereof (the "Term"), and may be exercised during the Term only
            in accordance with the terms and provisions set forth herein.

       C.   In the event of a Corporate Transaction (as defined below) involving
            the Company, this Option shall automatically accelerate so that such
            Option shall, immediately prior to the specified effective date for
            the Corporate Transaction, become vested and exercisable as to all
            of the shares of Common Stock originally subject to the Option that
            would otherwise have vested during the 6-month period following the
            effective date of the Corporate Transaction. Regardless whether this
            Option continues or is assumed or replaced in a Corporate
            Transaction, the portion of the Option that does not otherwise
            accelerate at the time of the Corporate Transaction shall be
            accelerated in the event that the Optionee's employment terminates
            in a Qualifying Termination within two years following such
            Corporate Transaction. A "Corporate Transaction" means any of the
            following events: (a) 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

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            consolidation own less than a majority of the outstanding voting
            securities of the surviving corporation; (b) 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 (c)
            approval by the holders of the Common Stock of any plan or proposal
            for the liquidation or dissolution of the Company. Ownership of
            voting securities shall take into account and shall include
            ownership as determined by applying Rule 13d-3(d)(1)(i) (as in
            effect on the date hereof) under the Securities and Exchange Act of
            1934, as amended. The accelerated vesting of the Option pursuant to
            this Section VI (c) or pursuant to the Employment Agreement shall
            not be adversely altered or rendered null and void, without
            Optionee's express written consent, even if such accelerated vesting
            would preclude a Corporate Transaction or other transaction
            involving the Company from qualifying for financial accounting
            treatment of such transaction as a pooling of interests under APB
            Opinion No. 16.

       D.   This Option may be exercised for all or part of the shares eligible
            for exercise by presenting a written notice (the "Notice") to the
            Company that this Option is exercised in strict accordance with the
            terms and provisions of this Option. The Company shall determine
            whether or not the Notice complies with the terms and provisions of
            this Option. Such Notice shall identify this Option, state the
            number of shares as to which the Option is exercised and be signed
            by the Optionee. Delivery of the cash or cash equivalent in payment
            for the shares to be purchased pursuant to the exercise of this
            Option shall accompany the Notice. The Letter of Investment,
            representations and such other documentation required by Section IV
            hereof shall also accompany the Notice. If the Optionee is deceased,
            the Notice shall be signed, and if the Optionee is Disabled, it may
            be signed, by the Optionee's legal representatives or beneficiaries,
            and in all instances shall be accompanied by evidence satisfactory
            to the Company and its transfer agent of the right of such person or
            persons to exercise this Option.

       E.   The Optionee shall make arrangements satisfactory to the Company for
            the satisfaction of any withholding tax obligations that arise in
            connection with his Option. The Company shall not be required to
            issue any shares of Common Stock until such obligations are
            satisfied.

VII.   MARKET STANDOFF.  In connection with any underwritten public offering by
       the Company of its equity securities pursuant to an effective
       registration statement filed under the Securities Act, Optionee shall not
       sell, make any short sale of, loan, hypothecate, pledge, grant any option
       for the purchase of, or otherwise dispose or transfer for value or
       otherwise agree to engage in any of the foregoing transactions with
       respect to, any shares issued pursuant to this Option without the prior
       written consent of the Company or its underwriters. Such limitations
       shall be in effect for such period of time as may be requested by the
       Company or such underwriters and agreed to by the Company's officers and
       directors with respect to their shares; provided, however, that in no
       event shall such period exceed 180 days. Holders of shares issued
       pursuant to this Option shall be subject to the market standoff
       provisions of this paragraph only if the officers and directors of the
       Company are also subject to similar arrangements. In the event of any
       stock split, stock dividend, recapitalization, combination of shares,
       exchange of shares or other change affecting the outstanding Common Stock
       effected as a class without the Company's receipt of consideration, then
       any new, substituted or additional securities distributed with respect to
       the purchased shares shall be immediately subject to

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            the provisions of this Section VII., to the same extent the
            purchased shares are at such time covered by such provisions. In
            order to enforce the limitations of this Section VII., the Company
            may impose stop-transfer instructions with respect to the purchased
            shares until the end of the applicable standoff period.

VIII.  EFFECT OF CHANGE IN COMMON STOCK SUBJECT TO OPTION.  If the outstanding
       shares of Common Stock shall at any time be changed or exchanged by
       declaration of a stock dividend, split-up, combination of shares, or
       recapitalization, the number and kind of shares subject to this Option,
       and the Exercise Price, shall be appropriately and equitably adjusted so
       as to maintain the proportionate number of shares subject to this Option
       and the Exercise Price in relation to the change in stock; provided,
       however, that no adjustment shall be made by reason of the distribution
       of subscription rights on outstanding stock.

IX.    AMENDMENT OR ALTERATION.  The Board may amend or alter this Option,
       except that no amendment or alteration shall be made which would impair
       the rights of the Optionee hereunder, without his consent, and, except
       further, this Option shall be subject to the requirement that, if, at any
       time the Board shall determine, in its discretion, that the listing,
       registration or qualification of the stock issuable or transferable upon
       exercise thereof upon any securities exchange or under any state or
       federal law or the consent or approval of any governmental regulatory
       body is necessary or desirable as a condition of, or in connection with,
       the granting of this Option or the issue, transfer, or purchase of shares
       hereunder, this Option may not be exercised in whole or in part unless
       such listing, registration, qualification, consent, or approval shall
       have been effected or obtained free of any conditions not acceptable to
       the Board.

X.     OPTION NOT A SERVICE CONTRACT.  This Option is not an employment contract
       and nothing in this Option shall be construed as giving Optionee any
       right to be retained in the employ of the Company or limit the Company's
       right to terminate the employment or services of Optionee.

XI.    NO RIGHTS AS A SHAREHOLDER.  The Optionee, or a transferee of the
       Optionee, shall have no rights as a shareholder with respect to any
       Common Stock covered by the Option until such person becomes entitled to
       receive such Common Stock by filing a Notice and paying the Exercise
       Price pursuant to the terms of this Option.

                                      ONYX SOFTWARE CORPORATION

                                      By:      /s/ Brent R. Frei
                                         ---------------------------------------
                                                  Chief Executive Officer

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If the following acknowledgment and acceptance is not executed within ten (10)
days of the effective date of this Option, it shall lapse and be treated for all
purposes as if it were never granted.

The Optionee acknowledges and represents that he is familiar with and
understands the terms and provisions of this Option. The Optionee hereby accepts
this Option subject to all the terms and provisions contained herein. The
Optionee hereby agrees to accept as binding, conclusive, and final all decisions
and interpretations of the Board upon any questions arising under the Option.

Dated: February 6, 2001

WITNESS:                                    OPTIONEE:


                                                    /s/ Leslie J. Rechan
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