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                                                                    EXHIBIT 10.1

SILICON VALLEY BANK



AMENDMENT TO LOAN DOCUMENTS

BORROWER:   ONYX SOFTWARE CORPORATION

DATE:       MARCH 28, 2003

         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 DEFINITION OF ELIGIBLE RECEIVABLES. The
double-asterisked (**) insert in the definition of "Eligible Receivables" set
forth in Section 8 of the Loan Agreement that currently reads as follows:

                  ** EXCEPT THAT RECEIVABLES OWING FROM AN ACCOUNT DEBTOR
                  LOCATED OUTSIDE THE UNITED STATES OR CANADA WHICH ARE BILLED
                  FROM, AND COLLECTED IN, THE UNITED STATES, MAY BE ELIGIBLE
                  RECEIVABLES, PROVIDED THAT THE AMOUNT OF SUCH RECEIVABLES
                  WHICH ARE ELIGIBLE RECEIVABLES SHALL NOT EXCEED 20% OF TOTAL
                  ELIGIBLE RECEIVABLES

is hereby amended to read as follows:

                  **[OMITTED]

         2.       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 not to exceed the lesser of: (i)
                                    $13,000,000 at any one time outstanding (the
                                    "Maximum Credit Limit"); or (ii) 75% (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



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                                    on changes in collection experience with
                                    respect to Receivables or other issues or
                                    factors relating to the Receivables or other
                                    Collateral.

                  LETTER OF CREDIT
                  SUBLIMIT
                  (Section 1.5): $13,000,000.

         3.       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):

                                    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.
                                    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.

         4.       MODIFIED COLLATERAL MONITORING FEE. The Collateral Monitoring
Fee set forth in Section 3 of the Schedule to Loan and Security Agreement is
hereby amended to read as follows:

                  Collateral Monitoring
                  Fee:             $1,000 per month, payable in arrears
                                    (prorated for any partial month at the
                                    beginning and at termination of this
                                    Agreement).

         5.       MODIFIED UNUSED LINE FEE. The Unused Line Fee set forth in
Section 3 of the Schedule to the Loan Agreement is hereby amended to read as
follows:

                  Unused Line Fee:  In the event, in any calendar month (or
                                    portion thereof at the beginning and end of
                                    the term hereof), the average daily
                                    principal balance of the Loans and the
                                    aggregate amount of the Letters of Credit
                                    outstanding during the month is less than
                                    the amount of the Maximum Credit Limit,
                                    Borrower shall pay Silicon an unused line
                                    fee in an amount equal to 0.25% per annum on
                                    the difference between the amount of the
                                    Maximum Credit Limit and the average daily
                                    principal balance of the Loans and the
                                    aggregate


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                                    amount of the Letters of Credit outstanding
                                    during the calendar month, which unused line
                                    fee shall be computed and paid monthly, in
                                    arrears, on the first day of the following
                                    month.

         6.       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 31, 2004.

         7.       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 1.25 TO 1.00.

                  MINIMUM TANGIBLE
                  NET WORTH:        Borrower shall, on a consolidated basis,
                                    maintain a Tangible Net Worth of not less
                                    than the following amounts plus an amount
                                    equal to 50% of the total consideration
                                    received by Borrower after March 1, 2003, in
                                    consideration for the issuance by the
                                    Borrower of its equity securities and/or
                                    subordinated debt securities, effective on
                                    the date such consideration is received:

                                    For the month ending March 31, 2003:
                                    $3,750,000;

                                    For each of the months ending April 30, 2003
                                    and May 31, 2003: <$250,000>;

                                    For the month ending June 30, 2003:
                                    $3,900,000;

                                    For each of the months ending July 31, 2003
                                    and August 31, 2003: <$100,000>;


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                                    For the month ending September 30, 2003:
                                    $5,150,000;

                                    For each of the months ending October 31,
                                    2003 and November 30, 2003: $1,150,000;

                                    For the month ending December 31, 2003:
                                    $7,000,000;

                                    For each of the months ending January 31,
                                    2004 and February 28, 2004: $3,000,000; and

                                    For the month ending March 31, 2004:
                                    $7,000,000.

                  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 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


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                                        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.

         8.       DEFERRED REVENUE OFFSETS. Provided no Default or Event of
Default has occurred, potential offsets with respect to Borrower's deferred
revenue will not be reserved against Loans that would otherwise be available
under the terms of the Loan Agreement.

         9.       CLARIFIED BORROWER'S REPRESENTATIONS AND WARRANTIES. The
references to the "Borrower's Representations and Warranties dated ________" set
forth in Section 7 of the Schedule to Loan and Security Agreement are hereby
clarified to mean the Borrower's Representations and Warranties dated February
14, 2002.

         10.      FEE. In consideration for Silicon entering into this
Amendment, Borrower shall concurrently pay Silicon a fee in the amount of
$65,000, 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.

         11.      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.

         12.      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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BORROWER:                                         SILICON:

ONYX SOFTWARE CORPORATION                         SILICON VALLEY BANK

BY  /s/ JAMES O. BECK                             BY /s/ SHANE ANDERSON
  ----------------------------                         -------------------------
    TREASURER                                     TITLE Portfolio Manager

BY  /s/ PAUL B. DAUBER
  ----------------------------
  SECRETARY OR ASS'T SECRETARY


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