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                                                                    Exhibit 10.1

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SILICON VALLEY BANK

                           AMENDMENT TO LOAN DOCUMENTS

BORROWER:   ONYX SOFTWARE CORPORATION

DATE:       MARCH 31, 2004

      THIS AMENDMENT TO LOAN DOCUMENTS is entered into between Silicon Valley
Bank ("Silicon") and the borrower named above ("Borrower").

      The Parties agree to amend the Loan and Security Agreement between them,
dated February 14, 2002 (as otherwise amended, if at all, the "Loan Agreement"),
as follows, effective as of the date hereof. (Capitalized terms used but not
defined in this Amendment shall have the meanings set forth in the Loan
Agreement.)

      1.    MODIFIED CREDIT LIMIT. Section 1 of the Schedule to Loan and
            Security Agreement, entitled "Credit Limit," is hereby amended to
            read as follows:

            1.    CREDIT LIMIT
                  (Section 1.1):    An amount equal to the sum of 1 and 2 below:

                                    1. Revolving Loans. An amount (the
                                    "Revolving Loans") not to exceed the lesser
                                    of: (i) $8,000,000 at any one time
                                    outstanding (the "Maximum Credit Limit"); or
                                    (ii) 70% (an "Advance Rate") of the amount
                                    of Borrower's Eligible Receivables (as
                                    defined in Section 8 above).

                                    Silicon may, from time to time, modify the
                                    Advance Rates, in its good faith business
                                    judgment, upon notice to the Borrower, based
                                    on changes in collection experience with
                                    respect to Receivables or other issues or
                                    factors relating to the Receivables or other
                                    Collateral.

                                    plus

                                    2. Term Loan. An amount equal to the unpaid
                                    principal balance from time to time
                                    outstanding of the Loan ("Term Loan") being
                                    made concurrently herewith in an original
                                    principal amount not to exceed $500,000. The
                                    Term Loan


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            SILICON VALLEY BANK                      AMENDMENT TO LOAN AGREEMENT
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                                    shall be used to refinance the Borrower's
                                    Cisco Voice Over IP Network. Any portion of
                                    the Term Loan, once repaid, cannot be
                                    reborrowed.

                                    Notwithstanding the foregoing, an amount
                                    equal to fifty percent (50%) of the
                                    Obligations relating to the Term Loan shall
                                    be reserved against the Revolving Loans
                                    which would otherwise be available to
                                    Borrower as set forth above.

                                    As used in this Agreement, the word "Loans"
                                    includes the Revolving Loans and the Term
                                    Loan.

                  LETTER OF CREDIT
                  SUBLIMIT

                  (Section 1.5):    $8,000,000.

                  EXIM AGREEMENT;
                  CROSS-COLLATERALIZATION;
                  CROSS-DEFAULT:    Silicon and the Borrower are parties to that
                                    certain Loan and Security Agreement (Exim
                                    Program) dated approximately May 5, 2003
                                    (the "Exim Agreement"). Both this Agreement
                                    and the Exim Agreement shall continue in
                                    full force and effect, and all rights and
                                    remedies under this Agreement and the Exim
                                    Agreement are cumulative. The term
                                    "Obligations" as used in this Agreement and
                                    in the Exim Agreement shall include without
                                    limitation the obligation to pay when due
                                    all Loans made pursuant to this Agreement
                                    (the "Non-Exim Loans") and all interest
                                    thereon and the obligation to pay when due
                                    all Loans made pursuant to the Exim
                                    Agreement (the "Exim Loans") and all
                                    interest thereon. Without limiting the
                                    generality of the foregoing, all
                                    "Collateral" as defined in this Agreement
                                    and as defined in the Exim Agreement shall
                                    secure all Exim Loans and all Non-Exim Loans
                                    and all interest thereon, and all other
                                    Obligations. Any Event of Default under this
                                    Agreement shall also constitute an Event of
                                    Default under the Exim Agreement, and any
                                    Event of Default under the Exim Agreement
                                    shall also constitute an Event of Default
                                    under this Agreement. In the event Silicon
                                    assigns its rights under the Exim Agreement
                                    and/or under any Note evidencing Exim Loans
                                    and/or its


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            SILICON VALLEY BANK                      AMENDMENT TO LOAN AGREEMENT
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                                    rights under this Agreement and/or under any
                                    Note evidencing Non-Exim Loans, to any third
                                    party, including without limitation the
                                    Export-Import Bank of the United States
                                    ("Exim Bank"), whether before or after the
                                    occurrence of any Event of Default, Silicon
                                    shall have the right (but not any
                                    obligation), in its sole discretion, to
                                    allocate and apportion Collateral to the
                                    Agreement and/or Note assigned and to
                                    specify the priorities of the respective
                                    security interests in such Collateral
                                    between itself and the assignee, all without
                                    notice to or consent of the Borrower.

      2.    MODIFIED INTEREST RATE. The Interest Rate set forth in Section 2 of
the Schedule to Loan and Security Agreement is hereby amended to read as
follows:

            INTEREST RATE (Section 1.2):

                                    With respect to the Revolving Loans:

                                    A rate equal to the "Prime Rate" in effect
                                    from time to time, plus 1.5% per annum,
                                    provided that the interest rate in effect on
                                    any day shall not be less than 6% per annum.

                                    With respect to the Term Loan:

                                    A rate equal to the "Prime Rate" in effect
                                    from time to time, plus 2.0% per annum,
                                    provided that the interest rate in effect on
                                    any day shall not be less than 6% per annum.

                                    With respect to all Loans:

                                    Interest shall be calculated on the basis of
                                    a 360-day year for the actual number of days
                                    elapsed. "Prime Rate" means the rate
                                    announced from time to time by Silicon as
                                    its "prime rate;" it is a base rate upon
                                    which other rates charged by Silicon are
                                    based, and it is not necessarily the best
                                    rate available at Silicon. The interest rate
                                    applicable to the Obligations shall change
                                    on each date there is a change in the Prime
                                    Rate.

      3.    MODIFIED MATURITY DATE. The Maturity Date set forth in Section 4 of
the Schedule to Loan and Security Agreement is hereby amended to read as
follows:

            4.    MATURITY DATE
                  (Section 6.1):    MARCH 30, 2005.


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            SILICON VALLEY BANK                      AMENDMENT TO LOAN AGREEMENT
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                                    Notwithstanding the foregoing, with respect
                                    to the Term Loan: The outstanding principal
                                    balance of the Term Loan shall be repaid by
                                    Borrower to Silicon in thirty-six (36) equal
                                    monthly payments of principal, commencing on
                                    May 1, 2004 and continuing on the first day
                                    of each subsequent month until the earlier
                                    of the following dates: (i) April 1, 2007,
                                    or (ii) the date the Term Loan has been
                                    indefeasibly paid in full, or (iii) the date
                                    the Revolving Loans are terminated, or (iv)
                                    the date this Agreement terminates by its
                                    terms or is terminated by either party in
                                    accordance with its terms. On the earlier to
                                    occur of the foregoing dates, the entire
                                    unpaid principal balance of the Term Loan,
                                    plus all accrued and unpaid interest
                                    thereon, shall be due and payable. Interest
                                    on the Term Loan shall be payable monthly as
                                    provided in Section 1.2 of this Agreement.

      4.    MODIFIED FINANCIAL COVENANTS. Section 5 of the Schedule to Loan and
Security Agreement, entitled "5. FINANCIAL COVENANTS (Section 5.1)," is hereby
amended to read as follows:

            5.    FINANCIAL COVENANTS
                  (Section 5.1):    Borrower shall comply with each of the
                                    following financial covenant(s). Compliance
                                    shall be determined as of the end of each
                                    month, except as otherwise specifically
                                    provided below:

                  ADJUSTED QUICK
                  RATIO:            Borrower shall maintain an Adjusted Quick
                                    Ratio of not less than 1.50 TO 1.00.

                  MINIMUM TANGIBLE
                  NET WORTH:        Borrower shall, on a consolidated basis,
                                    maintain a Tangible Net Worth of not less
                                    than the following:

                                    For the month ending March 31, 2004:
                                    $2,000,000 plus an amount equal to (i) 50%
                                    of all consideration received after March 1,
                                    2004 for equity securities and subordinated
                                    debt of the Borrower, plus (ii) 50% of the
                                    Borrower's net income in each fiscal quarter
                                    ending after March 1, 2004;

                                    For each of the months ending April 30, 2004
                                    and May 31, 2004: <$1,000,000> plus an
                                    amount equal to (i) 50% of all consideration


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            SILICON VALLEY BANK                      AMENDMENT TO LOAN AGREEMENT
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                                    received after March 1, 2004 for equity
                                    securities and subordinated debt of the
                                    Borrower, plus (ii) 50% of the Borrower's
                                    net income in each fiscal quarter ending
                                    after March 1, 2004;

                                    For the month ending June 30, 2004: $600,000
                                    plus an amount equal to (i) 50% of all
                                    consideration received after March 1, 2004
                                    for equity securities and subordinated debt
                                    of the Borrower, plus (ii) 50% of the
                                    Borrower's net income in each fiscal quarter
                                    ending after March 1, 2004;

                                    For each of the months ending July 31, 2004
                                    and August 31, 2004: <$2,400,000> plus an
                                    amount equal to (i) 50% of all consideration
                                    received after March 1, 2004 for equity
                                    securities and subordinated debt of the
                                    Borrower, plus (ii) 50% of the Borrower's
                                    net income in each fiscal quarter ending
                                    after March 1, 2004;

                                    For the month ending September 30, 2004:
                                    $600,000 plus an amount equal to (i) 50% of
                                    all consideration received after March 1,
                                    2004 for equity securities and subordinated
                                    debt of the Borrower, plus (ii) 50% of the
                                    Borrower's net income in each fiscal quarter
                                    ending after March 1, 2004;

                                    For each of the months ending October 31,
                                    2004 and November 30, 2004: <$2,400,000>
                                    plus an amount equal to (i) 50% of all
                                    consideration received after March 1, 2004
                                    for equity securities and subordinated debt
                                    of the Borrower, plus (ii) 50% of the
                                    Borrower's net income in each fiscal quarter
                                    ending after March 1, 2004;

                                    For the month ending December 31, 2004:
                                    $600,000 plus an amount equal to (i) 50% of
                                    all consideration received after March 1,
                                    2004 for equity securities and subordinated
                                    debt of the Borrower, plus (ii) 50% of the
                                    Borrower's net income in each fiscal quarter
                                    ending after March 1, 2004;

                                    For each of the months ending January 31,
                                    2005 and February 28, 2005: <$2,400,000>
                                    plus an


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            SILICON VALLEY BANK                      AMENDMENT TO LOAN AGREEMENT
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                                    amount equal to (i) 50% of all consideration
                                    received after March 1, 2004 for equity
                                    securities and subordinated debt of the
                                    Borrower, plus (ii) 50% of the Borrower's
                                    net income in each fiscal quarter ending
                                    after March 1, 2004; and

                                    For the month ending March 31, 2005:
                                    $600,000 plus an amount equal to (i) 50% of
                                    all consideration received after March 1,
                                    2004 for equity securities and subordinated
                                    debt of the Borrower, plus (ii) 50% of the
                                    Borrower's net income in each fiscal quarter
                                    ending after March 1, 2004.

                                    Increases in the Minimum Tangible Net Worth
                                    Covenant based on consideration received for
                                    equity securities and subordinated debt of
                                    the Borrower shall be effective as of the
                                    end of the month in which such consideration
                                    is received, and shall continue effective
                                    thereafter. Increases in the Minimum
                                    Tangible Net Worth Covenant based on net
                                    income shall be effective on the last day of
                                    the fiscal quarter in which said net income
                                    is realized, and shall continue effective
                                    thereafter. In no event shall the Minimum
                                    Tangible Net Worth Covenant be decreased.

                  DEFINITIONS.      For purposes of the foregoing financial
                                    covenants, the following term shall have the
                                    following meaning:

                                    "< >" shall mean a negative figure or loss,
                                    as applicable.

                                    "Current assets", "current liabilities" and
                                    "liabilities" shall have the meaning
                                    ascribed thereto by generally accepted
                                    accounting principles.

                                    "Adjusted Quick Ratio" shall mean, as of any
                                    applicable date, the ratio of (i)
                                    consolidated cash, cash equivalents and
                                    Receivables of Borrower determined in
                                    accordance with generally accepted
                                    accounting principles, consistently applied,
                                    to (ii) Borrower's current liabilities plus
                                    the face amount of all outstanding Letters
                                    of Credit reserved against the Loans less
                                    Borrower's deferred revenues


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            SILICON VALLEY BANK                      AMENDMENT TO LOAN AGREEMENT
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                                    less the current portion of Borrower's
                                    restructuring accrual and set forth in
                                    Borrower's financial statements with respect
                                    to excess office space.

                                    "Tangible Net Worth" shall mean the excess
                                    of total assets over total liabilities,
                                    determined in accordance with generally
                                    accepted accounting principles, with the
                                    following adjustments:

                                        (A) there shall be excluded from assets:
                                        (i) notes, accounts receivable and other
                                        obligations owing to Borrower from its
                                        officers or other Affiliates, and (ii)
                                        all assets which would be classified as
                                        intangible assets under generally
                                        accepted accounting principles,
                                        including without limitation goodwill,
                                        licenses, patents, trademarks, trade
                                        names, copyrights, capitalized software
                                        and organizational costs, licenses and
                                        franchises

                                        (B) there shall be excluded from
                                        liabilities: all indebtedness which is
                                        subordinated to the Obligations under a
                                        subordination agreement in form
                                        specified by Silicon or by language in
                                        the instrument evidencing the
                                        indebtedness which is acceptable to
                                        Silicon in its discretion.

      5.    FEE. In consideration for Silicon entering into this Amendment,
Borrower shall concurrently pay Silicon a fee in the amount of $45,000 ($40,000
with respect to the Revolving Loans and $5,000 with respect to the Term Loan),
which shall be non-refundable and in addition to all interest and other fees
payable to Silicon under the Loan Documents. Silicon is authorized to charge
said fee to Borrower's loan account.

      6.    REPRESENTATIONS TRUE. Borrower represents and warrants to Silicon
that all representations and warranties set forth in the Loan Agreement, as
amended hereby, are true and correct.

      7.    GENERAL PROVISIONS. This Amendment, the Loan Agreement, any prior
written amendments to the Loan Agreement signed by Silicon and Borrower, and the
other written documents and agreements between Silicon and Borrower set forth in
full all of the representations and agreements of the parties with respect to
the subject matter hereof and supersede all prior discussions, representations,
agreements and understandings between the parties with respect to the subject
hereof. Except as herein expressly amended, all of the terms and provisions of
the Loan Agreement, and all other documents and agreements between Silicon and
Borrower shall continue in full force and effect and the same are hereby
ratified and confirmed.


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            SILICON VALLEY BANK                      AMENDMENT TO LOAN AGREEMENT
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BORROWER:                                      SILICON:

ONYX SOFTWARE CORPORATION                      SILICON VALLEY BANK


BY   /S/ JAMES O. BECK                         BY  /S/ SHANE ANDERSON
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      TREASURER                                TITLE PORTFOLIO MGR.

BY  /S/ PAUL DAUBER
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      SECRETARY OR ASS'T SECRETARY


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