ONYX SOFTWARE CORP/WA
EXHIBIT 10.6
<DOCUMENT>
<TYPE>EX-10.6
<SEQUENCE>7
<FILENAME>v90168exv10w6.txt
<DESCRIPTION>EXHIBIT 10.6
<TEXT>
<PAGE>
                                                                    EXHIBIT 10.6

                     FIRST AMENDMENT TO EMPLOYMENT AGREEMENT

         This First Amendment to Employment Agreement (the "First Amendment") is
made and entered into by and between Onyx Software Corporation, a Washington
corporation (the "Company") and Benjamin E. Kiker, Jr. (the "Executive"). This
First Amendment modifies the employment agreement originally executed between
the parties as of June 26th 2002 (the "Employment Agreement") which is hereby
incorporated by reference. In the event of any conflict between the Employment
Agreement and this First Amendment, the terms of this First Amendment shall
control. Capitalized terms not defined herein shall have the meaning ascribed to
them in the Employment Agreement.

         In consideration of the mutual covenants and agreements contained
herein, and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the Company and Executive agree as follows:

         1.       Executive agrees for a period commencing April 16, 2003 and
                  ending at the discretion of the Company but in no event later
                  than December 31, 2003, Executive's Base Compensation shall be
                  reduced to $184,500. At that time the Executive's Base
                  Compensation shall return to $205,000.

         2.       Section 10 of the Employment Agreement is deleted in its
                  entirety and replaced with the following. For the calendar
                  year 2003, Executive's primary work location is Palo Alto, CA.
                  Recognizing that Executive will travel frequently to the
                  Company's headquarters in Bellevue, WA, and considering the
                  Company's desire to control travel expenses, reimbursement of
                  Executive's lodging, meals, car, and incidentals related to
                  time spent in the Bellevue location, Executive will be
                  reimbursed up to a maximum of $32,599 for the period
                  commencing February 1,2003 and ending December 31, 2003. The
                  reimbursable amount may be documented by using the IRS
                  approved per diem rate, or actual out of pocket expenditures.
                  For administrative convenience, the Company may elect to
                  advance such amounts reasonably calculated not to exceed out
                  of pocket expenditures. If an advanced amount cannot be
                  substantiated, it must be repaid within 30 days of the
                  determination that it exceeds the substantiated amount. This
                  arrangement will be reviewed at the end of 2003 to determine
                  whether it should be continued.

         3.       Save for as expressly provided under items #1 and #2 above,
                  all other terms and conditions of the Employment Agreement
                  shall remain unchanged.

IN WITNESS HEREOF, each of the parties has executed this First Amendment, in the
case of the Company by its duly authorized officer, as of April 16th, 2003.

ONYX SOFTWARE CORPORATION                   EXECUTIVE

By:      /s/ PAUL B. DAUBER                 By:      /s/ BENJAMIN E. KIKER, JR.
         ---------------------------                 ---------------------------
         Paul Dauber                                 Benjamin E. Kiker, Jr.


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