ONYX SOFTWARE CORP/WA, 424B4, 1999-02-12

ONYX SOFTWARE CORP/WA
424B4, 1999-02-12
PREPACKAGED SOFTWARE

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<PAGE>

FILED PURSUANT TO RULE 424(b)(4)
REGISTRATION NO. 333-68559

3,100,000 Shares

[LOGO OF ONYX SOFTWARE]

Common Stock

------------

Prior to this offering, there has been no public market for the common
stock. The common stock has been approved for listing on the Nasdaq National
Market under the symbol "ONXS," subject to official notice of issuance.

We have granted the underwriters a 30-day option to purchase a maximum of
465,000 additional shares to cover over-allotments of shares.

Investing in the common stock involves certain risks. See "Risk Factors"
starting on page 5.

<TABLE>
<CAPTION>
Underwriting
Price to Discounts and Proceeds
Public Commissions to ONYX
----------- ------------- -----------
<S> <C> <C> <C>
Per Share................................. $13.00 $0.91 $12.09
Total..................................... $40,300,000 $2,821,000 $37,479,000
</TABLE>

Delivery of the shares of common stock will be made on or about February 18,
1999, against payment in immediately available funds.

Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if
this prospectus is truthful or complete. Any representation to the contrary is
a criminal offense.

Credit Suisse First Boston

SG Cowen

Piper Jaffray Inc.

Prospectus dated February 11, 1999
<PAGE>

[ARTWORK APPEARS HERE]

[THE COMPANY'S LOGO AND A GRAPHIC REPRESENTING THE ONYX ENTERPRISE
RELATIONSHIP MANAGEMENT SOLUTION ACCOMPANIED BY THE FOLLOWING TEXT:

"ONYX Software builds enterprise relationship management solutions for
organizations competing in today's business environment. Specifically the ONYX
solution:

. Integrates functional departments of an enterprise around common
relationships

. Deploys rapidly throughout the entire enterprise

. Yields lower total cost of ownership

. Employs latest generation technologies including the Windows NT and
Microsoft BackOffice platforms and Internet Technologies."]

[PICTURES OF A SCREEN FROM ONYX CUSTOMER CENTER ACCOMPANIED BY THE FOLLOWING
TEXT:

"Solutions for Progressive Organizations."

"ONYX enables communication and collaboration across the organization through
a consistent, easy-to-use interface that is accessible through the Internet,
corporate intranets and extranets."]

[GRAPHIC REPRESENTING THE IMPORTANCE OF BUSINESS INFORMATION ACCOMPANIED BY
THE FOLLOWING TEXT:

"GAIN PERSPECTIVE--AND UNDERSTANDING Having a single repository of marketing,
sales and service information allows the ONYX solution to provide a real-time
view of an organization's performance."]

[GRAPHICS DEPICTING THE CUSTOMIZABILITY OF SOFTWARE VERSUS SPEED OF
IMPLEMENTATION ACCOMPANIED BY THE FOLLOWING TEXT:

"THE RIGHT TECHNOLOGY MIX Enterprise relationship management technologies can
vary significantly. The ONYX enterprise relationship management solution
provides out-of-the-box functionality that lowers acquisition, implementation,
consulting and education costs, while allowing customers to tailor the
application to their business methodologies using pre-configured templates."

"WORKING SMARTER--FASTER We have designed the ONYX enterprise relationship
management solution to be rapidly deployable throughout the enterprise, thereby
helping to provide a higher return on investment. On average, customers have
completed initial deployments of ONYX applications in eight to ten weeks."]
<PAGE>

------------

TABLE OF CONTENTS

<TABLE>
<CAPTION>
Page
----
<S> <C>
Prospectus Summary.................................................... 3
Risk Factors.......................................................... 5
Use of Proceeds....................................................... 13
Dividend Policy....................................................... 13
Capitalization........................................................ 14
Dilution.............................................................. 15
Selected Consolidated Financial Data.................................. 16
Management's Discussion and Analysis of Financial Condition
and Results of Operations............................................ 17
Business.............................................................. 29
Management............................................................ 43
Certain Transactions.................................................. 51
Principal Shareholders................................................ 53
Description of Capital Stock.......................................... 56
Shares Eligible for Future Sale....................................... 59
Underwriting.......................................................... 61
Notice to Canadian Residents.......................................... 62
Legal Matters......................................................... 63
Experts............................................................... 63
Additional Information................................................ 64
Index to Consolidated Financial Statements............................ F-1
</TABLE>

------------

You should rely only on the information contained in this document or to
which we have referred you. We have not authorized anyone to provide you with
information that is different. This document may only be used where it is legal
to sell these securities. The information in this document may only be accurate
on the date of this document.

Until March 8, 1999, all dealers that effect transactions in these
securities, whether or not participating in this offering, may be required to
deliver a prospectus. This is in addition to the dealer's obligation to deliver
a prospectus when acting as an underwriter and with respect to unsold
allotments or subscriptions.
<PAGE>

PROSPECTUS SUMMARY

This summary highlights information that we present more fully in the rest of
this prospectus. The summary is not complete and does not contain all the
information you should consider before buying shares in this offering. You
should read the entire prospectus carefully. Except where we state otherwise,
we present information in this prospectus assuming (1) the conversion of all
outstanding shares of redeemable convertible preferred stock into an aggregate
of 3,533,925 shares of common stock upon the closing of this offering and (2)
no exercise of the underwriters' over-allotment option.

ONYX Software Corporation

ONYX is a leading provider of enterprise relationship management software
solutions. Enterprise relationship management software automates the key
functions that enable enterprises to more effectively acquire, manage and
retain customers, partners and other relationships. The ONYX solution is based
on the Microsoft Windows NT and Microsoft BackOffice platforms. It features a
common data model which creates a single repository of marketing, sales and
service information that is accessible to multiple audiences via the Internet.
We designed our solution from inception to be integrated, easy to use and
widely accessible through a variety of interfaces, including the Internet and
corporate intranets and extranets. The ONYX solution is rapidly deployable,
scalable, flexible and reliable, resulting in a low total cost of ownership and
rapid return on investment.

We believe that in today's challenging and rapidly developing business
environment there is a market opportunity for an enterprise relationship
management system that employs recent technology developments, including
Internet capabilities, to enable enterprises to more effectively acquire,
manage and retain customers, partners and other relationships. This solution
would provide a high return on investment by improving the effectiveness of
sales, marketing and support activities while maintaining a low total cost of
ownership.

Our integrated product family allows enterprises to automate the customer
lifecycle across the entire enterprise, instead of automating only individual
departments. We target mid- to large-sized organizations and divisions of
Fortune 500 companies, marketing and selling our software and services through
a direct sales force, as well as through distributors. We have direct sales
offices in the United States, the United Kingdom, Singapore and Australia and
distributors in Latin America, Asia and Europe. We have licensed our products
to over 350 customers in a variety of industries, including financial services,
high technology, health care, manufacturing and telecommunications. Our
customers include American Express Financial Advisors, Brooklyn Union Gas
Company, Cincinnati Bell Telephone, Datastream Systems Inc., GIGA Information
Group, NTL Internet and Sierra Health Services, Inc.

Our principal executive offices are located at 310 - 120th Avenue N.E.,
Bellevue, Washington 98005 and our telephone number is (425) 451-8060. We were
incorporated in Washington in 1994.

3
<PAGE>

The Offering

<TABLE>
<S> <C>
Common stock offered................ 3,100,000 shares
Common stock to be outstanding after
this offering...................... 16,486,482 shares
Use of proceeds..................... For repayment of short-term indebtedness,
capital equipment purchases, working
capital and other general corporate
purposes
Nasdaq National Market symbol....... ONXS
</TABLE>

Common stock to be outstanding after this offering is based on shares
outstanding on December 31, 1998. It excludes

. 3,218,330 shares of common stock issuable upon exercise of options
outstanding, of which 511,283 shares are exercisable, under our Amended
and Restated 1994 Combined Incentive and Nonqualified Stock Option Plan
at a weighted average exercise price of $1.68 per share,

. 16,200 shares of common stock issuable upon exercise of options
outstanding, of which none are exercisable, under our 1998 Stock
Incentive Compensation Plan at an exercise price of $9.00 per share,

. 1,646,246 shares available for issuance under our 1998 option plan, and

. 500,000 shares available for issuance under our 1998 Employee Stock
Purchase Plan.

Summary Financial Data
(In thousands, except per share data)

<TABLE>
<CAPTION>
Period From Year Ended
February 23, 1994 December 31,
(Inception) to ------------------------------
December 31, 1994 1995 1996 1997 1998
----------------- ------ ------ ------- -------
<S> <C> <C> <C> <C> <C>
Consolidated Statement of
Operations Data:
Total revenues............. $166 $2,198 $9,645 $19,437 $35,110
Income (loss) from
operations................ (35) 801 2,065 (3,746) (6,700)
Net income (loss).......... (15) 523 1,394 (2,544) (6,979)
Pro forma basic and diluted
net loss per share........ $ (0.59)
Shares used in computation
of pro forma basic and
diluted net loss per
share..................... 11,821
</TABLE>

The following table summarizes

. actual consolidated balance sheet data,

. pro forma consolidated balance sheet data, giving effect to conversion
of all 3,433,925 outstanding shares of redeemable convertible preferred
stock into 3,533,925 shares of common stock, and

. pro forma consolidated balance sheet data as adjusted to give effect to
the sale by ONYX of 3,100,000 shares of common stock offered through
this prospectus at the initial public offering price of $13.00 per share
and after deducting underwriting discounts and commissions and estimated
offering expenses.

See "Use of Proceeds" and "Capitalization."

<TABLE>
<CAPTION>
December 31, 1998
------------------------------
Pro Forma
Actual Pro Forma as Adjusted
------- --------- -----------
<S> <C> <C> <C>
Consolidated Balance Sheet
Data:
Cash and cash equivalents............ $ 1,853 $ 1,853 $38,582
Working capital...................... 3,861 3,861 40,590
Total assets......................... 22,490 22,490 59,219
Long-term obligations, net of
current portion..................... 4,486 4,486 4,486
Redeemable convertible preferred
stock............................... 13,285 -- --
Shareholders' equity (deficit)....... (7,749) 5,536 42,265
</TABLE>

4
<PAGE>

RISK FACTORS

Our future operating results are uncertain and likely to fluctuate.

Our operating results have varied widely in the past, and we expect that they
will continue to fluctuate in the future. In addition, our operating results
may not follow any past trends. It is particularly difficult to predict the
timing or amount of our license revenues because

. our sales cycles are lengthy and variable, typically ranging between two
to six months from our initial contact with a potential customer to the
signing of a license agreement, although occasionally sales require
substantially more time;

. the amount of unfulfilled orders for our products at the beginning of a
quarter is small because our products are typically shipped shortly
after orders are received; and

. we recognize a substantial portion of our license revenues in the last
month of a quarter, and often in the last weeks or days of a quarter.

Nevertheless, we base our decisions regarding our operating expenses on
anticipated revenue trends. Because many of our expenses are relatively fixed,
a delay in recognizing revenue from a limited number of license transactions
could cause our operating results to vary significantly from quarter to quarter
and could result in operating losses. To the extent these expenses are not
followed by increased revenues, our operating results will suffer. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations."

Seasonality affects our revenues.

We continue to experience significant seasonality with respect to software
license revenues. In recent years, we have recognized more license revenues in
our fourth quarter than in each of the first three quarters of a fiscal year
and have experienced lower license revenues in our first quarter than in the
preceding fourth quarter. See "Management's Discussion and Analysis of
Financial Condition and Results of Operations--Quarterly Results."

Our results fluctuate from quarter to quarter.

In the past, the software industry has experienced significant downturns,
particularly when general economic conditions decline and spending on
management information systems decreases. Our business, financial condition and
operating results may fluctuate substantially from quarter to quarter as a
consequence of general economic conditions in the software industry. In
addition, the fiscal or quarterly budget cycles of our customers can cause our
revenues to fluctuate from quarter to quarter. As a result of all of these
factors, we believe that period-to-period comparisons of our operating results
are not meaningful, and you should not rely on such comparisons to predict our
future performance. Fluctuations in our operating results, particularly
compared to the expectations of market analysts or investors, could cause
volatility in the price of our common stock. See "Management's Discussion and
Analysis of Financial Condition and Results of Operations."

We have a limited operating history.

We commenced operations in February 1994 and commercially released version
1.0 of ONYX Customer Center in December 1994. Accordingly, we have a limited
operating history, and we face all of the risks and uncertainties encountered
by early-stage companies. Our limited operating history makes it difficult to
forecast our future operating results. The new and evolving nature of the
enterprise relationship management market increases these risks and
uncertainties. See "Management's Discussion and Analysis of Financial Condition
and Results of Operations."

We have incurred losses.

We incurred net losses in each quarter from ONYX's inception through the
third quarter of 1994 and from the first quarter of 1997 to the fourth quarter
of 1998. As of December 31, 1998, we had an accumulated deficit of $7.6
million. We expect to continue to devote substantial resources to our product
development and sales and customer support. As a result, we will need to
generate significant quarterly revenues to achieve and

5
<PAGE>

maintain profitability. Our business strategies may not be successful, and we
may not be profitable in any future period. See "Selected Consolidated
Financial Data" and "Management's Discussion and Analysis of Financial
Condition and Results of Operations."

Our market is highly competitive.

The market for enterprise relationship management software is intensely
competitive, fragmented and rapidly changing. We face competition in the
enterprise relationship management software market primarily from

. front-office software applications vendors;

. large enterprise software vendors; and

. our potential customers' internal information technology departments,
which may seek to develop proprietary enterprise relationship management
systems.

In addition, as we develop new products, particularly applications focused on
particular industries, we may begin competing with companies with whom we have
not previously competed. It is also possible that new competitors will enter
the market or that our competitors will form alliances that may enable them to
rapidly increase their market share. See "Business--Competition."

We depend on the performance and continued adoption of the Windows NT/Microsoft
BackOffice platforms.

We have designed our products to operate exclusively on the Windows NT and
Microsoft BackOffice platforms. As a result, we market our products exclusively
to customers who have developed their enterprise computing systems around these
platforms. Our future financial performance will depend on continued growth in
the number of enterprises that successfully adopt the Windows NT and Microsoft
BackOffice computing platforms. The market for enterprise operating systems is
highly competitive. The Windows NT and Microsoft BackOffice computing platforms
face increasing competition, particularly from open source platforms, such as
Unix and Linux. We believe that the Linux platform in particular is currently
growing at a faster annual percentage growth rate than the Windows NT and
Microsoft BackOffice Platforms. Acceptance of the Windows NT and Microsoft
BackOffice platforms may not continue to increase in the future. The adoption
of new operating systems and computing platforms, and the market for software
applications that run on those platforms, has in the past been significantly
affected by the timing of new product releases, competitive operating systems
and enhancements to computing platforms. If the Windows NT and Microsoft
BackOffice market fails to grow or grows more slowly than we currently expect,
our business, financial condition and operating results could be materially
adversely affected. Recently, Microsoft delayed the release of Windows 2000
(formerly known as Windows NT 5.0). Although we do not believe that this delay
has materially adversely affected our business, financial condition or
operating results, future delays in the release of new or enhanced products
could have such an effect. Also, the performance of our products depends, to
some extent, on the technical capabilities of the Windows NT and Microsoft
BackOffice platforms. If the Windows NT and Microsoft BackOffice platforms do
not meet the technical demands of our products, the performance or scalability
of the ONYX solution could be limited and, as a result, our business, financial
condition and operating results could be materially adversely affected. See
"Business--Industry Background" and "--Products and Services."

The market for enterprise relationship management solutions is new and highly
uncertain.

The market for enterprise relationship management products is still emerging,
and continued growth in demand for and acceptance of enterprise relationship
management products remains uncertain. Even if the market for enterprise
relationship management software grows, businesses may purchase our
competitors' products or develop their own. We believe that many of our
potential customers are not fully aware of the benefits of enterprise
relationship management solutions and that these solutions may never achieve
market acceptance. We have spent, and will continue to spend, considerable
resources educating potential customers

6
<PAGE>

about our products and enterprise relationship management software solutions in
general. However, even with these educational efforts, market acceptance of our
products may not increase. If the market for our products does not grow or
grows more slowly than we currently anticipate, our business, financial
condition and operating results would be materially adversely affected. See
"Business--Sales and Marketing."

We rely on sales of only one product family.

ONYX Customer Center product license revenues accounted for approximately 55%
of our total revenues, or 84% of total license revenues, during fiscal 1998. We
expect product license revenues from the ONYX Customer Center product family to
continue to account for a substantial majority of our future revenues. As a
result, factors adversely affecting the pricing of or demand for the ONYX
Customer Center product family, such as competition or technological change,
could materially adversely affect our business, financial condition and
operating results. Our future financial performance will substantially depend
on successfully deploying current versions of the ONYX Customer Center product
family and developing, introducing and establishing customer acceptance of new
and enhanced versions of the ONYX Customer Center product family. See
"Business--Products and Services."

We may be unable to expand our sales and support infrastructure.

To date, we have sold our products primarily through our direct sales force
and have supported our customers with our consulting and customer support
staff. Our future revenue growth will depend in large part on recruiting and
training additional direct sales, consulting and customer support personnel and
expanding our indirect distribution channels. We have experienced and continue
to experience difficulty in recruiting qualified sales and support personnel
and in establishing third-party relationships. We may not be able to
successfully expand our direct sales force or other distribution channels and
any such expansion may not result in increased revenues. If we are unable to
hire highly trained consulting and customer support personnel, we may be unable
to meet customer demands. Our business, financial condition and operating
results will be materially adversely affected if we fail to expand our direct
sales force or other distribution channels or our technical and customer
support staff. See "Business--Sales and Marketing."

We depend on certain key employees.

Our future performance will also largely depend on the efforts and abilities
of our key technical, customer support, sales and managerial personnel and on
our ability to retain them. We have in the past experienced difficulty in
hiring qualified technical, customer support, sales and managerial personnel.
Our success will depend on our ability to attract and retain such personnel in
the future. In addition, the loss of any of our executive officers could
materially adversely affect our business, financial condition and operating
results. See "Management."

Our market is subject to rapid technological change.

The software market in which we compete is characterized by rapid
technological change. Existing products become obsolete and unmarketable when
products using new technologies are introduced and new industry standards
emerge. For example, we may need to modify our products when third parties
change software that we integrate into our products. As a result, the life
cycles of our products are difficult to estimate. To be successful, we must
continue to enhance our current product line and develop new products that
successfully respond to such developments. We have delayed enhancements or new
product release dates several times in the past and may not be able to
introduce enhancements or new products successfully or in a timely manner in
the future. Our business, financial condition and operating results would be
materially adversely affected if we delay release of our products and product
enhancements or if these products and product enhancements fail to achieve
market acceptance when released. In addition, customers may defer or forego
purchases of our products if we, our competitors or major hardware, systems or
software vendors introduce or announce new products or product enhancements.
Such events could materially adversely affect our business, financial condition
and operating results. See "Business--Products and Services."

7
<PAGE>

We face risks from expansion of our international operations.

We intend to substantially expand our international operations and enter new
international markets. This expansion will require significant management
attention and financial resources to successfully translate and localize our
software products to various languages and to develop direct and indirect
international sales and support channels. We may not be able to maintain or
increase international market demand for the ONYX Customer Center product
family. We, or our distributors or resellers, may not be able to sustain or
increase international revenues from licenses or from consulting and customer
support. Our foreign subsidiaries operate primarily in local currencies, and
their results are translated into U.S. dollars. We do not currently engage in
currency hedging activities, but we may do so in the future. Increases in the
value of the U.S. dollar relative to foreign currencies could materially
adversely affect our operating results. See "Business--Sales and Marketing."

We rely heavily on key partners and systems integrators.

We rely heavily on our relationships with a number of organizations that are
important to worldwide sales and marketing of our products. If we fail to
maintain our existing relationships, or to establish new relationships, or if
our partners do not perform to our expectations, our business, financial
condition and operating results could be materially adversely affected.

We also rely on a number of systems consulting and integration firms to
implement our software, provide customer support services and endorse our
products during the competitive evaluation stage of the sales cycle. Although
we seek to maintain relationships with these service providers, many of them
have similar, and often more established, relationships with our competitors.
These third parties, many of which have significantly greater resources than we
have, may in the future market software products that compete with ours or
reduce or discontinue their relationships with us or their support of our
products. In addition, our business, financial condition and operating results
could be materially adversely affected if

. we are unable to develop and retain effective, long-term relationships
with our systems integrators;

. we are unable to adequately train a sufficient number of systems
integrators;

. our systems integrators do not have or do not devote the resources
necessary to facilitate implementation of our products; or

. our systems integrators endorse a product or technology other than ours.

See "Business--Products and Services."

Our sales cycle is long.

We believe that an enterprise's decision to purchase an enterprise
relationship management system is discretionary, involves a significant
commitment of its resources and is influenced by its budget cycles. To
successfully sell our products, we generally must educate our potential
customers regarding the use and benefit of our products, which can require
significant time and resources. Consequently, the period between initial
contact and the purchase of our products is often long and subject to delays
associated with the lengthy budgeting, approval and competitive evaluation
processes that typically accompany significant capital expenditures. Our sales
cycles are lengthy and variable, typically ranging between two to six months
from our initial contact with a potential customer to the signing of a license
agreement, although occasionally sales require substantially more time. Sales
delays could cause our operating results to vary widely. See "Management's
Discussion and Analysis of Financial Condition and Results of Operations."

We depend on service revenues.

Support and service revenues represented 30% of our total revenues for 1996,
32% for 1997 and 35% for 1998. We anticipate that service revenues will
continue to represent a significant percentage of total revenues.

. Because service revenues have lower gross margins than license revenues,
a continued increase in the percentage of total revenues represented by
service revenues or an unexpected decrease in license revenues could
have a detrimental impact on overall gross margins and our operating
results.

8
<PAGE>

. We subcontract certain consulting, customer support and training
services to third-party service providers. Third-party contract revenues
generally carry lower gross margins than our service business overall;
as a result, our service revenues and related margins may vary from
period to period, depending on the mix of these third-party contract
revenues.

. Service revenues depend in part on ongoing renewals of support contracts
by our customers, some of which may not renew their support contracts.

. In addition, consulting revenues as a percentage of total revenues could
decline if customers select third-party service providers to install and
service our products more frequently than they have in the past.

If service revenues are lower than anticipated, our business, financial
condition and operating results could be materially adversely affected. Our
ability to increase service revenues will depend in large part on our ability
to increase the scale of our services organization, including our ability to
successfully recruit and train a sufficient number of qualified services
personnel. We may not be able to do so. See "Management's Discussion and
Analysis of Financial Condition and Results of Operations."

We rely on software licensed to us by third parties.

We incorporate into our products certain software that is licensed to us by
third-party software developers, currently Sybase, Inc. and Greyware Automation
Products. We believe there are other sources for this licensed software and
that we could replicate the functionality of this licensed software within a
relatively short period of time, approximately four to six months. Because our
products incorporate software developed and maintained by third parties,
however, we depend on such third parties' abilities to deliver and support
reliable products, enhance their current products, develop new products on a
timely and cost-effective basis, and respond to emerging industry standards and
other technological changes. The third-party software currently offered in
conjunction with our products may become obsolete or incompatible with future
versions of our products. See "Business--Products and Services."

We may be unable to adequately protect our proprietary rights.

Our success depends in part on our ability to protect our proprietary rights.
To protect our proprietary rights, we rely primarily on a combination of
copyright, trade secret and trademark laws, confidentiality agreements with
employees and third parties, and protective contractual provisions such as
those contained in license agreements with consultants, vendors and customers,
although we have not signed such agreements in every case. Despite our efforts
to protect our proprietary rights, unauthorized parties may copy aspects of our
products and obtain and use information that we regard as proprietary. Other
parties may breach confidentiality agreements and other protective contracts we
have entered into. We may not become aware of, or have adequate remedies in the
event of, such breach.

We may be unable to adequately protect our trademarks.

We pursue the registration of certain of our trademarks and service marks in
the United States and in certain other countries, but we have not secured
registration of all our marks. A significant portion of our marks include the
word "Onyx." ONYX Computers Incorporated has filed a lawsuit against us
alleging trademark infringement of the mark "ONYX" in Canada. We are
negotiating to settle the litigation. However, our negotiations may not be
successful. A negative outcome could materially adversely affect our financial
condition and operating results. Other companies use "Onyx" in their marks
alone or in combination with other words, and we cannot prevent all third-party
uses of the word "Onyx." We license certain trademark rights to third parties.
Such licensees may not abide by compliance and quality control guidelines with
respect to such trademark rights and may take actions that would adversely
affect our trademarks. See "Business-- Legal Proceedings."

Our products may suffer from defects or errors.

Software products as complex as ours frequently contain errors or defects,
especially when first introduced or when new versions are released. We have had
to delay commercial release of certain versions of our

<PAGE>

products until software problems were corrected, and in some cases have
provided product enhancements to correct errors in released products. Our new
products or releases may not be free from errors after commercial shipments
have begun. Any errors that are discovered after commercial release could
result in loss of revenues or delay in market acceptance, diversion of
development resources, damage to our reputation or increased service and
warranty costs, all of which could materially adversely affect our business,
financial condition and operating results.

The integration of EnCyc and any future acquisitions may be difficult and
disruptive.

In September 1998, we acquired EnCyc, Inc, a privately held marketing
encyclopedia software company. We are currently in the process of integrating
the EnCyc business with our business. This integration is subject to risks
commonly encountered in making acquisitions, including, among others, risk of
loss of key personnel, difficulties associated with assimilating technologies,
products, personnel and operations, potential disruption of our ongoing
business, and the ability of our sales force, consultants and development staff
to adapt to the new product line. We may not successfully overcome these risks
or any other problems encountered in connection with the acquisition of EnCyc.
As part of our business strategy, we expect to consider acquiring other
companies. We may not be able to successfully integrate any technologies,
products, personnel or operations of companies that we may acquire in the
future. If we fail to do so, our business, financial condition and operating
results could be materially adversely affected. See "Management's Discussion
and Analysis of Financial Condition and Results of Operations."

Certain existing shareholders own a large percentage of our voting stock.

Following the closing of this offering, our officers, directors and
affiliated entities together will beneficially own approximately 62% of the
outstanding shares of our common stock (61% if the underwriters' over-allotment
option is exercised in full). As a result, these shareholders will be able to
control all matters requiring shareholder approval and, thereby, our management
and affairs. Matters that typically require shareholder approval include:

. election of directors;

. merger or consolidation; and

. sale of all or substantially all our assets.

This concentration of ownership may delay, deter or prevent acts that would
result in a change of control, which in turn could reduce the market price of
our common stock. See "Principal Shareholders."

Our articles of incorporation and bylaws and Washington law contain provisions
that could discourage a takeover.

Certain provisions of our articles of incorporation and our bylaws and
Washington law could make it more difficult for a third party to obtain control
of ONYX. See "Description of Capital Stock."

Future sales of our common stock may depress our stock price.

After this offering, we will have outstanding 16,486,482 shares of common
stock. Sales of a substantial number of shares of common stock in the public
market following this offering could materially adversely affect the market
price of our common stock. All the shares sold in this offering will be freely
tradable. The remaining shares of common stock outstanding after this offering
will be available for sale in the public market as follows:

<TABLE>
<CAPTION>
Number
Date of Availability for Sale of Shares
----------------------------- ---------
<S> <C>
May 12, 1999 49,940
August 10, 1999 13,094,314
At various times thereafter upon the expiration of one-year
holding periods 242,228
----------
13,386,482
==========
</TABLE>

See "Shares Eligible for Future Sale" and "Underwriting."

10
<PAGE>

Year 2000 remediation may involve significant time and expense and may reduce
our future sales.

Many currently installed computer systems are not capable of distinguishing
21st century dates from 20th century dates. As a result, beginning on January
1, 2000, computer systems and software used by many companies and organizations
in a wide variety of industries, including technology, transportation,
utilities, finance and telecommunications, will produce erroneous results or
fail unless they have been modified or upgraded to process date information
correctly. Year 2000 compliance efforts may involve significant time and
expense, and uncorrected problems could materially adversely affect our
business, financial condition and operating results. Although we believe the
current versions of our software products are Year 2000 compliant, we may face
claims based on Year 2000 issues arising from the integration of multiple
products within an overall system. We may also experience reduced sales of our
products as potential customers reduce their budgets for enterprise
relationship management software due to increased expenditures on their own
Year 2000 compliance efforts. See "Management's Discussion and Analysis of
Financial Condition and Results of Operations--Year 2000 Compliance."

Remediation of problems related to the European monetary conversion may involve
significant time and expense and may reduce our future sales.

We are aware of the issues associated with the forthcoming changes in Europe
aimed at forming a European economic and monetary union. One of the changes
resulting from this union required member countries to irrevocably fix their
respective currencies to a new currency, the Euro, on January 1, 1999, at which
date the Euro became a functional legal currency of these countries. During the
next three years, business in member countries will be conducted in both the
existing national currency, such as the French Franc or the Deutsche Mark, and
the Euro. As a result, companies operating in or conducting business in member
countries will need to ensure that their financial and other software systems
are capable of processing transactions and properly handling these currencies,
including the Euro.

We are still assessing the impact the conversion to the Euro will have on
both our internal systems and the products we sell. We will take appropriate
corrective actions based on the results of such assessment. We have not yet
determined the cost related to addressing this issue. This issue and its
related costs could materially adversely affect our business, financial
condition and operating results.

Changes in accounting standards could affect the calculation of our future
operating results.

We recognize revenues from software license agreements upon delivery of our
software products if

. persuasive evidence of an arrangement exists;

. collection is probable;

. the fee is fixed or determinable; and

. vendor-specific objective evidence exists to allocate the total fee to
all elements of the arrangement.

We recognize customer support (maintenance) revenues ratably over the
contract term--typically one year--and recognize revenues for consulting and
training services as such services are performed.

Statement of Position 97-2, "Software Revenue Recognition," was issued in
October 1997 by the American Institute of Certified Public Accountants and
amended by Statement of Position 98-4. We adopted Statement of Position 97-2
effective January 1, 1998. Based on our interpretation of Statement of Position
97-2 and Statement of Position 98-4, we believe our current revenue recognition
policies and practices are consistent with Statement of Position 97-2 and
Statement of Position 98-4. The American Institute of Certified Public
Accountants has also issued Statement of Position 98-9 which is effective for
us for transactions entered into beginning January 1, 2000. However, full
implementation guidelines for this standard have not yet been issued. Once
available, such implementation guidelines could lead to unanticipated changes
in our current revenue accounting practices, which changes could materially
adversely affect our business, financial condition and operating results. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations."

11
<PAGE>

Additionally, the accounting standard setters, including the Securities and
Exchange Commission and the Financial Accounting Standards Board are reviewing
the accounting standards related to business combinations and stock-based
compensation. Any changes to either of these standards or any other accounting
standards could materially adversely affect our business, financial condition
and operating results.

You should not unduly rely on forward-looking statements.

This prospectus contains forward-looking statements that involve risks and
uncertainties. We use words such as "anticipate," "believes," "expects,"
"future" and "intends," and similar expressions, to identify forward-looking
statements. You should not place undue reliance on these forward-looking
statements, which apply only as of the date of this prospectus. Our actual
results could differ materially from those anticipated in these forward-looking
statements for many reasons, including the risks described above and elsewhere
in this prospectus.

12
<PAGE>

USE OF PROCEEDS

We expect to receive approximately $36.7 million in net proceeds from the
sale of the 3,100,000 shares of common stock in this offering, at the initial
public offering price of $13.00 per share (approximately $42.4 million if the
underwriters' over-allotment option is exercised in full).

We intend to use the net proceeds of this offering primarily for additional
working capital, repayment of short-term indebtedness, capital equipment
purchases and other general corporate purposes, including increased domestic
and international sales and marketing expenditures, increased research and
development expenditures, and capital expenditures made in the ordinary course
of our business. Specifically, we plan to use a portion of the net proceeds to
repay the outstanding balance on our working capital revolving line of credit
with Silicon Valley Bank. As of December 31, 1998, we had borrowed $3.9 million
under this facility. The working capital revolving line of credit bears
interest at Silicon Valley Bank's prime rate, which was 7.75% as of
December 31, 1998. In addition, we plan to use approximately $2.3 million of
the net proceeds for capital equipment purchases associated with our planned
relocation of our principal administrative, sales, marketing, support and
research and development facilities in July 1999. We plan to use the remainder
of the net proceeds for working capital and general corporate purposes. We may
also use a portion of the net proceeds to acquire additional businesses,
products and technologies or to establish joint ventures that we believe will
complement our current or future business. However, we have no specific oral or
written plans, agreements or commitments to do so, and are not currently
negotiating any such acquisition or joint venture. The amounts that we actually
expend for working capital purposes will vary significantly depending on a
number of factors, including future revenue growth, if any, the amount of cash
we generate from operations and the progress of our product development
efforts. As a result, we will retain broad discretion in allocating the net
proceeds of this offering. Pending the uses described above, we will invest the
net proceeds in short-term, interest-bearing, investment-grade securities.

DIVIDEND POLICY

We have never paid cash dividends on our common stock. We currently intend to
retain any future earnings to fund the development and growth of our business.
Therefore, we do not currently anticipate paying any cash dividends in the
foreseeable future. In addition, the terms of our current credit facility
prohibit us from paying dividends without our lender's consent.

13
<PAGE>

CAPITALIZATION

The following table sets forth (1) our actual capitalization as of December
31, 1998, (2) pro forma capitalization after giving effect to the conversion of
all 3,433,925 outstanding shares of redeemable convertible preferred stock into
3,533,925 shares of common stock, and (3) the pro forma capitalization as
adjusted to give effect to the sale of 3,100,000 shares of common stock at the
initial public offering price of $13.00 per share (less underwriting discounts
and commissions and estimated expenses we expect to pay in connection with this
offering). You should read this table in conjunction with our Consolidated
Financial Statements and the Notes thereto included elsewhere in this
prospectus.

<TABLE>
<CAPTION>
December 31, 1998
-----------------------------------------------------
Pro Forma
Actual Pro Forma as Adjusted
--------------- ---------------- ------------------
(In thousands, except share and per share data)
<S> <C> <C> <C>
Long-term obligations,
net of current
portion................ $ 4,486 $ 4,486 $ 4,486
Redeemable convertible
preferred stock, $0.01
par value per share;
10,000,000 shares
authorized: 3,433,925
shares issued and
outstanding, actual; no
shares issued and
outstanding, pro forma
and pro forma as
adjusted............... 13,285 -- --
Shareholders' equity
(deficit):
Preferred stock, $0.01
par value per share;
10,000,000 shares
authorized; none pro
forma or pro forma as
adjusted............. -- -- --
Common stock, $0.01
par value per share;
40,000,000 shares
authorized; 9,852,557
shares issued and
outstanding, actual;
13,386,482 shares
issued and
outstanding, pro
forma; 16,486,482
shares issued and
outstanding, pro
forma as
adjusted(1).......... 1,912 15,197 51,926
Notes receivable from
officers for common
stock................ (212) (212) (212)
Deferred stock-based
compensation......... (1,785) (1,785) (1,785)
Accumulated deficit... (7,621) (7,621) (7,621)
Accumulated other
comprehensive loss... (43) (43) (43)
--------------- --------------- ---------------
Total shareholders'
equity (deficit)... (7,749) 5,536 42,265
--------------- --------------- ---------------
Total
capitalization..... $ 10,022 $ 10,022 $46,751
=============== =============== ===============
</TABLE>
- --------
(1) Excludes (1) 3,218,330 shares of common stock issuable upon exercise of
options outstanding under our 1994 option plan, of which 511,283 shares
are exercisable, at a weighted average exercise price of $1.68 per share,
and 16,200 shares of common stock issuable upon exercise of options
outstanding under our 1998 option plan, of which none are exercisable, at
an exercise price of $9.00 per share, (2) 1,646,246 shares available for
future issuance under our 1998 option plan, and (3) 500,000 shares
available for issuance under our employee stock purchase plan.

14
<PAGE>

DILUTION

If you invest in our common stock, your interest will be diluted to the
extent of the difference between the public offering price per share of our
common stock and the pro forma as adjusted net tangible book value per share of
our common stock after this offering. We calculate net tangible book value per
share by dividing the net tangible book value (total assets less intangible
assets and total liabilities) by the number of outstanding shares of common
stock.

The pro forma net tangible book value of ONYX at December 31, 1998, after
giving effect to the automatic conversion of all outstanding shares of
redeemable convertible preferred stock into 3,533,925 shares of common stock
upon the closing of this offering was $1,678,000, or $0.13 per share of common
stock. After giving effect to the sale of the 3,100,000 shares of common stock
at the initial public offering price of $13.00 per share (less underwriting
discounts and commissions and estimated expenses we expect to pay in connection
with this offering), the pro forma as adjusted net tangible book value of ONYX
at December 31, 1998 would be $38,407,000, or $2.33 per share. This represents
an immediate increase in the as adjusted pro forma net tangible book value of
$2.20 per share to existing shareholders and an immediate dilution of $10.67
per share to new investors, or approximately 82.1% of the initial public
offering price of $13.00 per share.

The following table illustrates this per share dilution:

<TABLE>
<S> <C> <C>
Initial public offering price per share....................... $13.00
Pro forma net tangible book value per share at December 31,
1998......................................................... $0.13
Increase per share attributable to new investors.............. 2.20
-----
Pro forma as adjusted net tangible book value per share after
this offering................................................ 2.33
------
Dilution per share to new investors........................... $10.67
======
</TABLE>

The following table shows on a pro forma as adjusted basis at December 31,
1998, after giving effect to the automatic conversion of all outstanding shares
of preferred stock into an aggregate of 3,533,925 shares of common stock upon
the closing of this offering, the number of shares of common stock purchased
from us, the total consideration paid to us and the average price paid per
share by existing shareholders and by new investors purchasing common stock in
this offering:

<TABLE>
<CAPTION>
Shares Purchased Total Consideration Average
------------------ ------------------- Price Per
Number Percent Amount Percent Share
---------- ------- ----------- ------- ---------
<S> <C> <C> <C> <C> <C>
Existing shareholders....... 13,386,482 81.2% $12,672,000 23.9% $ 0.95
New investors............... 3,100,000 18.8 40,300,000 76.1 13.00
---------- ----- ----------- -----
Total..................... 16,486,482 100.0% $52,972,000 100.0%
========== ===== =========== =====
</TABLE>

At December 31, 1998, we had outstanding options to purchase shares of common
stock as follows:

<TABLE>
<CAPTION>
Weighted
Average
Number of Exercise
Options Price
--------- --------
<S> <C> <C>
1994 option plan...................................... 3,218,330 $1.68
1998 option plan...................................... 16,200 $9.00
---------
Total................................................. 3,234,530 $1.72
=========
</TABLE>

Additionally, there were 1,646,246 options available for future grant under our
1998 option plan and 500,000 shares available for issuance under our 1998
Employee Stock Purchase Plan. To the extent the option holders exercise these
outstanding options, or any options we grant in the future, there will be
further dilution to new investors.

15
<PAGE>

SELECTED CONSOLIDATED FINANCIAL DATA

The following selected consolidated financial data and other operating
information are derived from our consolidated financial statements, which have
been audited by Ernst & Young LLP, independent auditors. When you read this
selected consolidated financial data, it is important that you also read the
historical consolidated financial statements and related notes included in this
prospectus, as well as the section of this prospectus related to "Management's
Discussion and Analysis of Financial Condition and Results of Operations."
Historical results are not necessarily indicative of future results.

<TABLE>
<CAPTION>
Period From Year Ended
February 23,1994 December 31,
(Inception) to ------------------------------
December 31,1994 1995 1996 1997 1998
---------------- ------ ------ ------- -------
(In thousands, except per share data)
<S> <C> <C> <C> <C> <C>
Consolidated Statement of
Operations Data:
Revenues:
License...................... $ 115 $1,665 $6,797 $13,191 $22,811
Service...................... 51 533 2,848 6,246 12,299
----- ------ ------ ------- -------
Total revenues.............. 166 2,198 9,645 19,437 35,110
Cost of revenues:
License...................... 2 10 52 250 1,127
Service...................... 52 300 2,062 5,022 7,927
----- ------ ------ ------- -------
Total cost of revenues...... 54 310 2,114 5,272 9,054
----- ------ ------ ------- -------
Gross margin................. 112 1,888 7,531 14,165 26,056
Operating expenses:
Sales and marketing.......... 35 583 3,187 11,026 19,656
Research and development..... 86 255 1,170 4,729 8,964
General and administrative... 26 249 1,109 2,156 4,136
----- ------ ------ ------- -------
Total operating expenses.... 147 1,087 5,466 17,911 32,756
----- ------ ------ ------- -------
Income (loss) from
operations.................. (35) 801 2,065 (3,746) (6,700)
Interest income, net......... 2 10 118 314 61
----- ------ ------ ------- -------
Income (loss) before income
taxes....................... (33) 811 2,183 (3,432) (6,639)
Income tax provision
(benefit)................... (18) 288 789 (888) 340
----- ------ ------ ------- -------
Net income (loss)............ $ (15) $ 523 $1,394 $(2,544) $(6,979)
===== ====== ====== ======= =======
Pro forma basic and diluted
net loss per share(1)....... $ (0.59)
Shares used in computation of
pro forma basic and diluted
net loss per share(1)....... 11,821
</TABLE>

<TABLE>
<CAPTION>
December 31, December 31, 1998
-------------------------- ---------------------
1994 1995 1996 1997 Actual Pro Forma(2)
---- ------ ------ ------- ------- ------------
(In thousands)
<S> <C> <C> <C> <C> <C> <C>
Consolidated Balance Sheet
Data:
Cash and cash equivalents... $ 90 $ 377 $1,356 $ 3,512 $ 1,853 $ 1,853
Working capital............. 136 391 4,288 9,307 3,861 3,861
Total assets................ 221 1,200 8,004 15,952 22,490 22,490
Long-term obligations, net
of current portion......... -- -- 356 155 4,486 4,486
Redeemable convertible
preferred stock............ -- -- 3,202 12,070 13,285 --
Shareholders' equity
(deficit).................. 185 708 1,878 (1,552) (7,749) 5,536
</TABLE>
- --------
(1) See Notes 1 and 8 of Notes to Consolidated Financial Statements for an
explanation of the method used to calculate pro forma basic and diluted
income (loss) per share.
(2) Adjusted to reflect the conversion of 3,433,925 outstanding shares of
redeemable convertible preferred stock into 3,533,925 shares of common
stock.

<PAGE>

MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This section of this prospectus includes a number of forward-looking
statements that reflect our current views with respect to future events and
financial performance. We use words such as "anticipate," "believes,"
"expects," "future" and "intends," and similar expressions, to identify
forward-looking statements. You should not unduly rely on these forward-looking
statements, which apply only as of the date of this prospectus. These forward-
looking statements are subject to certain risks and uncertainties that could
cause actual results to differ materially from historical results or our
predictions. For a description of these risks, see "Risk Factors."

Overview of ONYX's Financial Performance

ONYX's History of Operations

ONYX is a leading provider of enterprise relationship management software
solutions. Enterprise relationship management software solutions automate the
key functions that enable enterprises to more effectively acquire, manage and
retain customers, partners and other relationships. ONYX was founded in
February 1994. We commercially released version 1.0 of our flagship product,
ONYX Customer Center, in December 1994. In our first year of operation, we
focused primarily on research and development activities. From early 1995
through mid-1996, we began to recruit personnel, purchase operating assets,
market our products, build a direct sales force and expand our service
business. Our revenues totaled $2.2 million in 1995 and $9.6 million in 1996.
Of these total revenues, ONYX Customer Center product license revenues
represented 76% in 1995 and 67% in 1996. We generated net income of $523,000 in
1995 and $1.4 million in 1996.

In mid-1996, we substantially expanded our operations to capitalize on our
opportunity within the rapidly emerging enterprise relationship management
market. We decided, at the potential expense of profitability, to accelerate
our investments in research and development, marketing, domestic and
international sales channels, professional services and our general and
administrative infrastructure. Since June 30, 1996, we have

. added more than 200 employees;

. opened 13 domestic field sales offices;

. entered the European and Pacific markets by opening direct sales offices
in the United Kingdom, Australia and Singapore;

. released localized versions of ONYX Customer Center in German and
Spanish;

. established distributor relationships with 11 international resellers;

. released three major upgrades to our flagship product;

. released four Internet-based products; and

. acquired a leading marketing encyclopedia software developer, EnCyc, Inc.

We believe these investments have been critical to our growth. Our revenues
were $19.4 million in 1997, representing an increase of 102% from 1996. ONYX
Customer Center product license revenues accounted for approximately 61% of our
total revenues in 1997. During 1998, our revenues were $35.1 million,
representing an increase of 81% from 1997. ONYX Customer Center product license
revenues represented 55% of our total revenues in 1998. Nevertheless, these
investments have also significantly increased our operating expenses,
contributing to the net losses that we incurred in each fiscal quarter since
the first quarter of 1997. As of December 31, 1998, we had an accumulated
deficit of $7.6 million. We anticipate that our operating expenses will
increase substantially in dollar amount for the foreseeable future as we expand
our product development, sales and marketing and professional services staff.
However, due to the significant investments made to date and management's focus
on returning to profitability, we expect the rate at which our expenses grow to
decline relative to our revenue growth. As a result, we expect to be operating
cash flow positive within the next two years.

17
<PAGE>

ONYX's Source of Revenues and Revenue Recognition Policy

We generate revenues from sales of software licenses and services. We receive
software license revenues from licensing our products directly to end-users and
indirectly through resellers. To a lesser extent, we receive software license
revenues from third-party products that we distribute. We receive service
revenues from sales of post-contract support, consulting and training services
that we perform for customers that license our products either directly from us
or indirectly through resellers.

We recognize revenues from software license agreements upon delivery of our
software products if

. there is persuasive evidence of an arrangement;

. collection is probable;

. the fee is fixed or determinable; and

. there is sufficient vendor-specific objective evidence to support
allocating the total fee to all elements of multiple-element arrangements.

Multiple-element arrangements could consist of software products, upgrades,
enhancements, customer support services or consulting services. If an
acceptance period is required, we recognize revenues upon the earlier of
customer acceptance or the expiration of the acceptance period. We enter into
reseller arrangements that typically provide for sublicense fees payable to us
based on a percentage of our list price. We recognize sublicense fees as they
are reported by the reseller when it relicenses our products to end-users.

We recognize revenues from customer support services ratably over the term of
the contract, typically one year. We derive consulting revenues primarily from
implementation services performed on a time-and-materials basis under separate
service arrangements related to the installation of our software products. We
recognize revenues from consulting and training services as these services are
performed. If a transaction includes both license and service elements, we
recognize license fee revenue on shipment of the software, provided services do
not include significant customization or modification of the base product, and
the payment terms for licenses are not subject to acceptance criteria. In cases
where license fee payments are contingent on the acceptance of services, we
defer recognition of revenues from both the license and the service elements
until the acceptance criteria are met.

We believe that our current revenue recognition policies and practices are
materially consistent with the revenue recognition rules released by the
American Institute of Certified Public Accountants in October 1997 and in early
1998. However, full implementation guidelines for these rules have not yet been
issued.

ONYX's Recent Acquisition of EnCyc

In September 1998, we acquired EnCyc, a marketing encyclopedia software
developer founded in August 1995. In exchange for all of EnCyc's outstanding
shares, we issued 233,333 shares of our common stock, paid $500,000 to EnCyc
shareholders and liquidated $250,000 of EnCyc's existing long-term debt. In
addition, we issued options to EnCyc employees to purchase up to 75,000 shares
of our common stock at an exercise price of $5.00 per share. For accounting
purposes, these options have been treated as part of the purchase price,
resulting in a total purchase price of $2.4 million, including direct costs of
the acquisition. In determining the purchase price, we estimated the fair value
of our common stock and stock options issued in the transaction. We accounted
for the acquisition under the purchase method of accounting. We have included
EnCyc's results of operations and the fair value of the assets acquired and
liabilities assumed in our Consolidated Financial Statements beginning on the
acquisition date. We recorded capitalized technology and other intangible
assets of $2.3 million, which will be amortized on a straight-line basis over
the five-year period following the acquisition. This period represents the
expected life of the intangible assets that we acquired. Other net assets
acquired aggregated $103,000 and consisted primarily of accounts receivable.

ONYX's Results of Operations

We believe that period-to-period comparisons of our operating results are not
meaningful. You should not rely on them to predict our future performance. You
should consider our prospects in light of the risks, expenses and difficulties
frequently encountered by early stage companies, particularly companies in new
and

18
<PAGE>

rapidly evolving markets. However, we may not be able to successfully address
such risks and difficulties. In addition, although we have experienced
significant revenue growth recently, such revenue growth may not continue, and
we may not achieve or maintain profitability in the future. Our future
operating results will depend on many factors, including

. demand for our products and services;

. product and price competition;

. variability in the mix of our license and service revenues;

. variability in the mix of our direct versus indirect license revenues;

. variability in the mix of services that we perform versus those
performed by third-party service providers;

. success in expanding our direct sales force, indirect distribution
channels and consulting organization;

. our ability to develop and market new and enhanced products on a timely
basis;

. timing of our new product introductions and product enhancements or
those of our competitors;

. continued purchases by our existing customers, including additional
license and maintenance revenues;

. international sales and strategic acquisitions; and

. the loss of any key employees and timing of our new hires.

The following table presents certain financial data as a percentage of total
revenues:

<TABLE>
<CAPTION>
Year Ended
December 31,
--------------------
1996 1997 1998
----- ----- -----
<S> <C> <C> <C>
Consolidated Statement of Operations Data:
Revenues:
License................................................ 70.5% 67.9 % 65.0 %
Service................................................ 29.5 32.1 35.0
----- ----- -----
Total revenues........................................ 100.0 100.0 100.0
----- ----- -----
Cost of revenues:
License................................................ 0.5 1.3 3.2
Service................................................ 21.4 25.8 22.6
----- ----- -----
Total cost of revenues................................ 21.9 27.1 25.8
----- ----- -----
Gross margin............................................ 78.1 72.9 74.2
Operating expenses:
Sales and marketing.................................... 33.0 56.7 56.0
Research and development............................... 12.1 24.3 25.5
General and administrative............................. 11.5 11.2 11.8
----- ----- -----
Total operating expenses.............................. 56.6 92.2 93.3
----- ----- -----
Income (loss) from operations........................... 21.5 (19.3) (19.1)
Interest income, net.................................... 1.2 1.6 0.2
----- ----- -----
Income (loss) before income taxes....................... 22.7 (17.7) (18.9)
Income tax provision (benefit).......................... 8.2 (4.6) 1.0
----- ----- -----
Net income (loss)....................................... 14.5% (13.1)% (19.9)%
===== ===== =====
</TABLE>

19
<PAGE>

Years Ended December 31, 1997 and 1998

Revenues

Total revenues, which consist of software license and service revenues,
increased 81%, from $19.4 million in 1997 to $35.1 million in 1998. No single
customer accounted for more than 10% of our revenues in 1997 or 1998.

Our license revenues increased 73%, from $13.2 million in 1997 to $22.8
million in 1998. Of the increase, $5.6 million was due to increased sales to
new customers and $4.0 million was due to increased follow-on sales to existing
customers.

Our service revenues increased 97%, from $6.2 million in 1997 to $12.3
million in 1998. Of the increase, $3.4 million was due to increases in
maintenance and support revenues and $2.7 million was due to increases in
consulting and training services. The increase in service revenues reflects an
increase in our software application sales and the overall growth of our
installed base of customers during these periods. Service revenues represented
32% of our total revenues in 1997 and 35% in 1998. We expect the proportion of
service revenues to total revenues to fluctuate in the future, depending in
part on our customers' direct use of third-party consulting and implementation
service providers and the ongoing renewals of customer support contracts.

Revenues outside of North America totaled $1.2 million in 1997 and $5.2
million in 1998. The increase in international revenues resulted from our
investment in direct and indirect sales channels, primarily in Europe,
Australia and Singapore, over the period. Revenues from indirect sales channels
totaled $103,000 in 1997 and $1.3 million in 1998. The increase in our indirect
revenues resulted primarily from the increased volume of business generated by
our international resellers, the majority of which were added in mid-1997.

We do not believe that we can sustain the historical percentage growth rates
of license and service revenues as our revenue base increases.

Cost of Revenues

Cost of license revenues

Cost of license revenues consists of license fees for third-party software,
product media, product duplication and manuals. Cost of license revenues
increased 351%, from $250,000 in 1997 to $1.1 million in 1998. Cost of license
revenues as a percentage of related license revenues was 2% in 1997 and 5% in
1998. The increase in dollar amount in cost of license revenues resulted
primarily from an increase in third-party technology costs. The increase in
cost of license revenues as a percentage of related license revenues resulted
primarily from the increase in products we sold with third-party technology,
which contribute significantly lower margins.

Cost of service revenues

Cost of service revenues consists of personnel and third-party service
provider costs related to consulting services, customer support and training.
Cost of service revenues increased 58%, from $5.0 million in 1997 to $7.9
million in 1998. The increase in dollar amount resulted primarily from hiring
and training consulting, support and training personnel to support our growing
customer base. Included in cost of service revenues in 1998 is $118,000 in
amortization of deferred stock compensation. Cost of service revenues as a
percentage of related service revenues was 80% in 1997 and 64% in 1998. The
cost of services as a percentage of service revenues may vary between periods
primarily for two reasons: (1) the mix of services we provide (consulting,
customer support, training), which have different cost structures, and (2) the
resources we use to deliver these services (internal versus third parties). The
decrease in cost of service revenues as a percentage of related service
revenues reflected primarily a lower percentage use of third-party service
providers, which contribute significantly lower margins than internal
resources, and increased customer support revenues, which contribute higher
margins than the other services.

20
<PAGE>

Costs and Expenses

Sales and marketing

Sales and marketing expenses consist primarily of salaries, commissions and
bonuses earned by sales and marketing personnel, travel and promotional
expenses and facility and communication costs for direct sales offices. Sales
and marketing expenses increased 78%, from $11.0 million in 1997 to $19.7
million in 1998. The increase in dollar amount was attributable to the
expansion of our worldwide sales and marketing organization, including $4.0
million in increased salaries and benefits for the addition of field sales and
marketing personnel and salary increases for existing personnel, $1.4 million
for higher sales commissions and bonuses associated with increased revenues,
$900,000 in increased marketing and promotional activities, $900,000 in
increased travel activities, and $800,000 in additional facility and
communication costs associated with opening and expanding field sales offices
domestically and internationally. The remaining $700,000 increase is the result
of increased lead referral fees and other selling expenses. Included in sales
and marketing expenses in 1998 is $238,000 in amortization of deferred stock
compensation. Sales and marketing expenses represented 57% of our total
revenues in 1997 and 56% in 1998. The decrease in sales and marketing expenses
as a percentage of total revenues reflects primarily the more rapid growth in
our revenues compared to the growth of sales and marketing expenses due to
maturing direct and indirect sales channels, as well as increased service
revenues as a percentage of total revenues. We believe that we need to
significantly increase our sales and marketing efforts to expand our market
position and further increase acceptance of our products. Accordingly, we
anticipate that sales and marketing expenses will increase in future periods.

Research and development

Research and development expenses consist primarily of salaries, benefits and
equipment for software developers, quality assurance personnel, program
managers and technical writers and payments to outside contractors. Research
and development expenses increased 90%, from $4.7 million in 1997 to $9.0
million in 1998. Of the increase, $2.9 million was due to an increase in the
number of development personnel and salary increases for existing personnel and
$1.4 million was due to an increase in the use of outside contractors to
support our product development and testing activities. Included in research
and development expenses in 1998 is $73,000 in amortization of deferred stock
compensation. Research and development costs represented 24% of our total
revenues in 1997 and 26% in 1998. The increase in research and development
expenses as a percentage of total revenues reflects primarily the more rapid
investment in our research and development activities compared to the growth of
our revenues in this period. We believe that we need to significantly increase
our research and development investment to expand our market position and
continue to expand our product line. Accordingly, we anticipate that research
and development expenses will increase in future periods.

General and administrative

General and administrative expenses consist primarily of salaries, benefits
and related costs for our executive, finance, administrative and information
services personnel and professional services fees. General and administrative
expenses increased 92%, from $2.2 million in 1997 to $4.1 million in 1998. Of
the increase, $900,000 was due to the addition of finance, executive and
administrative personnel to support the growth of our business and salary
increases for existing personnel and $300,000 was due to an increase in our
allowance for doubtful accounts associated with the growth in our revenues. The
remaining $700,000 increase is the result of an increase in professional
services fees and other administrative expenses. Included in general and
administrative expenses in 1998 is $154,000 in amortization of deferred stock
compensation. General and administrative costs represented 11% of our total
revenues in 1997 and 12% in 1998. We believe our general and administrative
expenses will continue to increase as we expand our administrative staff,
domestically and internationally, and incur expenses associated with becoming a
public company, including, but not limited to, annual and other public
reporting costs, directors' and officers' liability insurance, investor
relations programs and professional services fees.

21
<PAGE>

Deferred compensation

We recorded deferred compensation of $2.2 million in 1998, representing the
difference between the exercise prices of options granted to acquire shares of
common stock during 1998 and the deemed fair value for financial reporting
purposes of our common stock on the grant dates. We amortized deferred
compensation expense of $583,000 during 1998. Deferred compensation is
amortized over the vesting periods of the options. Amortization of the deferred
stock-based compensation balance of $1.8 million at December 31, 1998 will
approximate $882,000, $489,000, $270,000 and $144,000 for the fiscal years
ending December 31, 1999, 2000, 2001 and 2002, respectively.

Interest income, net

Interest income, net consists of earnings on our cash and cash equivalent and
short-term investment balances offset by interest expense associated with debt
obligations. Interest income, net was $314,000 in 1997 and $61,000 in 1998. The
decrease resulted primarily from a reduction in interest income resulting from
lower average cash and cash equivalent and short-term investment balances over
the period.

Income taxes

As a result of our net operating loss in 1997 and prior years' profitability,
we realized a tax benefit of $888,000 in 1997. We recorded an income tax
provision of $340,000 in 1998 in connection with our foreign operations. We
made no provision or benefit for federal or state income taxes in 1998 due to
the operating losses incurred in the period. As of December 31, 1998, we had
net operating loss carryforwards for tax reporting purposes of approximately
$7.0 million, which begin to expire in 2017. In addition, as of December 31,
1998, we had tax credit carryforwards of approximately $520,000, which begin to
expire in 2017. The Internal Revenue Code limits the use in any future period
of net operating loss and credit carryforwards upon the occurrence of certain
events, including a significant change in ownership interests. We had net
deferred tax assets, including net operating loss carryforwards and tax
credits, totaling approximately $2.5 million as of December 31, 1998. We have
recorded a valuation allowance for the entire deferred tax asset as a result of
uncertainties regarding the realization of the asset balance. See Note 9 of
Notes to Consolidated Financial Statements.

Years Ended December 31, 1996 and 1997

Revenues

Total revenues increased 102%, from $9.6 million in 1996 to $19.4 million in
1997. No single customer accounted for more than 10% of our revenues in 1996 or
1997.

Our license revenues increased 94%, from $6.8 million in 1996 to $13.2
million in 1997. Of the increase, $4.3 million was due to increased sales to
new customers and $2.1 million was due to increased follow-on sales to existing
customers. The increase in sales to new and existing customers during this
period was attributable in part to the introduction of products complementary
to our core product, including the initial release of ONYX Customer Center-
Unplugged at the end of the third quarter of 1996.

Our service revenues increased 119%, from $2.8 million in 1996 to $6.2
million in 1997. Of the increase, $1.9 million was due to increases in
consulting and training services and $1.5 million was due to increases in
maintenance and support revenues. The increase in service revenues reflects an
increase in our software application sales and the overall growth of our
installed base of customers during these periods. Service revenues represented
30% of our total revenues in 1996 and 32% in 1997.

Revenues outside of North America totaled $348,000 in 1996 and $1.2 million
in 1997. The increase in international revenues resulted from our investment in
direct and indirect sales channels, primarily in Europe, Australia and
Singapore, over the period. During these periods, revenues from indirect sales
channels were insignificant.

22
<PAGE>

Cost of Revenues

Cost of license revenues

Cost of license revenues increased 381%, from $52,000 in 1996 to $250,000 in
1997. Cost of license revenues as a percentage of related license revenues was
1% in 1996 and 2% in 1997. The increase in dollar amount of cost of license
revenues resulted primarily from an increase in the volume of shipments of our
Web Wizards and ONYX Customer Center-Unplugged products, which include third-
party technology. The increase in cost of license revenues as a percentage of
related license revenues resulted primarily from an increase in products we
sold with third-party technology, which contribute significantly lower margins.

Cost of service revenues

Cost of service revenues increased 144%, from $2.1 million in 1996 to $5.0
million in 1997. The increase in dollar amount was the result of $2.1 million
of additional costs associated with hiring and training consulting, support and
training personnel to support our growing customer base and salary increases
for existing personnel and an additional $800,000 of costs associated with
increased use of third-party service providers. Cost of service revenues as a
percentage of related service revenues was 72% in 1996 and 80% in 1997. The
increase in cost of service revenues as a percentage of related service
revenues reflected primarily a higher percentage use of third-party service
providers, which contribute significantly lower margins than internal
resources.

Costs and Expenses

Sales and marketing

Sales and marketing expenses increased 246%, from $3.2 million in 1996 to
$11.0 million in 1997. The increase in dollar amount was attributable to the
expansion of our worldwide sales and marketing organization, including $3.3
million in increased salaries and benefits for the addition of field sales and
marketing personnel and salary increases for existing personnel, $1.1 million
for higher sales commissions and bonuses associated with increased revenues,
$1.1 million in additional facility and communication costs associated with
opening and expanding field sales offices domestically and internationally, and
$1.0 million in increased marketing and promotional activities. The remaining
$1.3 million increase is the result of increased travel, recruiting fees, and
other selling expenses. Sales and marketing expenses represented 33% of our
total revenues in 1996 and 57% in 1997. The increase in sales and marketing
expenses as a percentage of total revenues reflects primarily the more rapid
investment in our sales and marketing infrastructure compared to the growth of
our revenues.

Research and development

Research and development expenses increased 304%, from $1.2 million in 1996
to $4.7 million in 1997. Of the increase, $1.8 million was due to an increase
in the use of outside contractors to support our product development and
testing activities and $1.7 million was due to an increase in the number of
development personnel and salary increases for existing personnel. Research and
development costs represented 12% of our total revenues in 1996 and 24% in
1997. The increase in research and development expenses as a percentage of
total revenues reflects primarily the more rapid investment in our research and
development activities compared to the growth of our revenues in this period.

General and administrative

General and administrative expenses increased 94%, from $1.1 million in 1996
to $2.2 million in 1997. The increases from 1996 to 1997 resulted primarily
from the addition of finance, executive and administrative personnel to support
the growth of our business during these periods. General and administrative
costs represented 11% of our total revenues in 1996 and 1997.

23
<PAGE>

Deferred compensation

We recorded deferred compensation of approximately $215,000 in 1997,
representing the difference between the exercise prices of options granted to
acquire shares of common stock during 1997 and the deemed fair value for
financial reporting purposes of our common stock on the grant dates. Deferred
compensation is amortized over the vesting periods of the options.

Interest income, net

Interest income, net was $118,000 in 1996 and $314,000 in 1997. The increase
resulted primarily from an increase in interest income resulting from higher
average cash and cash equivalent and short-term investment balances over the
period.

Income taxes

Our provision for federal, state and foreign income taxes was $789,000 for
1996, yielding an effective rate of 36% in 1996. As a result of our net
operating loss in 1997 and prior years' profitability, we realized a tax
benefit of $888,000 in 1997. See Note 9 of Notes to Consolidated Financial
Statements.

Quarterly Results of Operations

The following table presents our unaudited quarterly results of operations
for 1997 and 1998. You should read the following table in conjunction with our
Consolidated Financial Statements and related Notes thereto included elsewhere
in this prospectus. We have prepared this unaudited information on the same
basis as the audited Consolidated Financial Statements. This table includes all
adjustments, consisting only of normal recurring adjustments, that we consider
necessary for a fair presentation of our financial position and operating
results for the quarters presented. You should not draw any conclusions about
our future results from the results of operations for any quarter.

24
<PAGE>

<TABLE>
<CAPTION>
Three Months Ended
-----------------------------------------------------------------------------
March 31, June 30, Sept. 30, Dec. 31, March 31, June 30, Sept. 30, Dec. 31,
1997 1997 1997 1997 1998 1998 1998 1998
--------- -------- --------- -------- --------- -------- --------- --------
(In thousands)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Consolidated Statement of
Operations Data:
Revenues:
License................ $2,160 $3,096 $ 3,152 $ 4,783 $ 4,116 $ 5,076 $ 5,961 $ 7,658
Service................ 1,029 1,173 1,667 2,377 2,839 2,929 3,083 3,448
------ ------ ------- ------- ------- ------- ------- -------
Total revenues........ 3,189 4,269 4,819 7,160 6,955 8,005 9,044 11,106
------ ------ ------- ------- ------- ------- ------- -------
Cost of revenues:
License................ 24 24 42 160 93 240 274 520
Service................ 700 1,049 1,311 1,962 1,972 1,918 2,035 2,002
------ ------ ------- ------- ------- ------- ------- -------
Total cost of
revenues............. 724 1,073 1,353 2,122 2,065 2,158 2,309 2,522
------ ------ ------- ------- ------- ------- ------- -------
Gross margin........... 2,465 3,196 3,466 5,038 4,890 5,847 6,735 8,584
Operating expenses:
Sales and marketing.... 1,614 2,573 3,091 3,748 3,821 4,381 5,491 5,963
Research and
development........... 659 790 1,482 1,798 2,070 2,387 2,274 2,233
General and
administrative........ 381 515 593 667 781 869 1,013 1,473
------ ------ ------- ------- ------- ------- ------- -------
Total operating
expenses............. 2,654 3,878 5,166 6,213 6,672 7,637 8,778 9,669
------ ------ ------- ------- ------- ------- ------- -------
Loss from operations... (189) (682) (1,700) (1,175) (1,782) (1,790) (2,043) (1,085)
Interest income
(expense), net........ 33 103 94 84 40 22 33 (34)
------ ------ ------- ------- ------- ------- ------- -------
Loss before income
taxes................. (156) (579) (1,606) (1,091) (1,742) (1,768) (2,010) (1,119)
Income tax provision
(benefit)............. (40) (150) (416) (282) 62 62 69 147
------ ------ ------- ------- ------- ------- ------- -------
Net loss............... $ (116) $ (429) $(1,190) $ (809) $(1,804) $(1,830) $(2,079) $(1,266)
====== ====== ======= ======= ======= ======= ======= =======
</TABLE>

The following table sets forth unaudited quarterly results of operations as a
percentage of revenues for 1997 and 1998.

<TABLE>
<CAPTION>
Three Months Ended
------------------------------------------------------------------------------
March 31, June 30, Sept. 30, Dec. 31, March 31, June 30, Sept. 30, Dec. 31,
1997 1997 1997 1997 1998 1998 1998 1998
--------- -------- --------- -------- --------- -------- --------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Consolidated Statement of
Operations Data:
Revenues:
License................ 67.7 % 72.5 % 65.4 % 66.8 % 59.2 % 63.4 % 65.9 % 69.0 %
Service................ 32.3 27.5 34.6 33.2 40.8 36.6 34.1 31.0
----- ----- ----- ----- ----- ----- ----- -----
Total revenues........ 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0
----- ----- ----- ----- ----- ----- ----- -----
Cost of revenues:
License................ 0.8 0.6 0.9 2.2 1.4 3.0 3.0 4.7
Service................ 22.0 24.6 27.2 27.4 28.3 24.0 22.5 18.0
----- ----- ----- ----- ----- ----- ----- -----
Total cost of
revenues............. 22.8 25.2 28.1 29.6 29.7 27.0 25.5 22.7
----- ----- ----- ----- ----- ----- ----- -----
Gross margin........... 77.2 74.8 71.9 70.4 70.3 73.0 74.5 77.3
Operating expenses:
Sales and marketing.... 50.6 60.3 64.1 52.4 54.9 54.7 60.7 53.7
Research and
development........... 20.6 18.5 30.8 25.1 29.8 29.8 25.2 20.1
General and
administrative........ 11.9 12.0 12.3 9.3 11.2 10.9 11.2 13.3
----- ----- ----- ----- ----- ----- ----- -----
Total operating
expenses............. 83.1 90.8 107.2 86.8 95.9 95.4 97.1 87.1
----- ----- ----- ----- ----- ----- ----- -----
Loss from operations... (5.9) (16.0) (35.3) (16.4) (25.6) (22.4) (22.6) (9.8)
Interest income
(expense), net........ 1.0 2.4 2.0 1.2 0.6 0.3 0.4 (0.3)
----- ----- ----- ----- ----- ----- ----- -----
Loss before income
taxes................. (4.9) (13.6) (33.3) (15.2) (25.0) (22.1) (22.2) (10.1)
Income tax provision
(benefit)............. (1.3) (3.6) (8.6) (3.9) 0.9 0.8 0.8 1.3
----- ----- ----- ----- ----- ----- ----- -----
Net loss............... (3.6)% (10.0)% (24.7)% (11.3)% (25.9)% (22.9)% (23.0)% (11.4)%
===== ===== ===== ===== ===== ===== ===== =====
</TABLE>

The trends discussed in the annual comparisons of operating results from 1996
to 1997 and from 1997 to 1998 generally apply to the comparison of results of
operations for the eight quarters in the period ended

25
<PAGE>

December 31, 1998, adjusted for the seasonality we have experienced as referred
to below. Cost of service revenues remained relatively flat in dollar amount
during the four quarters of 1998 due to the declining use of third-party
service providers offset by the hiring of our own service personnel. Research
and development expenses declined in the second half of 1998 due to reduced use
of independent contractors and other outside services used to develop our
products. The significant increase in sales and marketing expenses during the
three months ended September 30, 1998 resulted primarily from increased lead
referral fees made under our agreement with certain international partners. The
increase in general and administrative expenses in the three months ended
December 31, 1998 resulted primarily from an increase in our allowance for
doubtful accounts associated with the growth in our revenues. Our results of
operations include approximately $26,000 in amortization of deferred stock
compensation expense in the first quarter of 1998, $44,000 in the second
quarter of 1998, $225,000 in the third quarter of 1998, and $288,000 in the
fourth quarter of 1998. Our quarterly operating results have varied widely in
the past, and we expect that they will continue to fluctuate in the future as a
result of a number of factors, many of which are outside our control.

ONYX has experienced, and expects to continue to experience, significant
seasonality with respect to software license revenues. In recent years, there
has been a greater demand for our products in our fourth quarter than in each
of the first three quarters of our fiscal year. For example, in 1998, 32% of
total revenues were recognized in the fourth quarter, including 34% of license
revenues and 28% of service revenues. We also have experienced lower revenues
in our first quarter than in the preceding fourth quarter. For example, license
revenues in the first quarter of 1998 decreased 14% from the fourth quarter of
1997. We believe that these fluctuations are caused by customer buying patterns
(often influenced by year-end budgetary pressures) and the efforts of our
direct sales force to meet or exceed year-end sales quotas. We expect that
seasonal trends will continue for the foreseeable future.

Liquidity and Capital Resources

Since our inception, we have primarily financed our operations through
private placements of our common and preferred stock. Through December 31,
1998, gross proceeds from private placements of common and preferred stock
totaled $11.3 million. To a lesser extent, we have financed our operations
through equipment financing and traditional financing arrangements.

As of December 31, 1998, we had cash and cash equivalents of $1.9 million, a
decrease of $1.7 million from cash and cash equivalents held as of December 31,
1997. Our working capital at December 31, 1998 was $3.9 million, compared to
$9.3 million at December 31, 1997.

We have an $8.0 million working capital revolving line of credit with Silicon
Valley Bank that is secured by our accounts receivable and bears interest at
the bank's prime rate or LIBOR plus 2.0%, which was 7.75% as of December 31,
1998. This facility allows us to borrow up to the lesser of 80% of our eligible
accounts receivable or $8.0 million. The facility expires in June 2000. The
agreement under which the line of credit was established contains certain
covenants, including a provision requiring us to maintain specified financial
ratios. As of December 31, 1998, we had borrowed $3.9 million under the working
capital facility. We also have a $3.0 million term loan facility with Silicon
Valley Bank for the purpose of financing new capital equipment purchases. This
facility operates as a revolver through August 1999, bearing interest at a rate
equal to the bank's prime rate plus 0.25%, which equaled 8% as of December 31,
1998, after which time any balances must be paid over a 36-month term. This
facility also requires us to maintain certain financial covenants, including a
requirement that we maintain certain financial ratios. As of December 31, 1998,
we had borrowed $63,000 under this line of credit. We were in compliance with
all financial covenants of the credit facility at December 31, 1998.

Our operating activities resulted in net cash inflows of $323,000 in 1996,
and net cash outflows of $5.0 million in 1997 and $5.1 million in 1998. The
sources of cash in 1996 were primarily income from operations, increases in
accounts payable and accrued liabilities and increases in deferred revenues,
partially offset by increases in accounts receivable, and other current assets.
The operating cash outflows in 1997 and 1998 resulted from significant
investments in sales, marketing and product development, which led to operating
losses. The cash outflows from operating losses, increases in accounts
receivable, prepaid expenses and other current assets were partially offset by
increases in accounts payable and accrued liabilities and deferred revenues. As
a percentage of total current assets,

26
<PAGE>

accounts receivable has increased from 52% in 1997 to 81% as of December 31,
1998. This trend is the result of increasing accounts receivable driven by
significant growth in both recognized and deferred revenues, coupled with a
decrease in cash and other current assets. Cash decreased due to operating
losses, which used the majority of the cash generated by our operations in
earlier periods, as well as the cash infusion provided in two preferred equity
financing transactions. We do not believe this trend will continue in the long
term as we strive to return to profitability and become operating cash flow
positive. Further, we are working to improve our receivable turnover rates. In
the near term, however, we do not believe this trend will have a negative
impact on our operations.

Investing activities used cash of $2.2 million in 1996 and $354,000 in 1997,
primarily for the purchase of capital equipment and short-term securities.
Investing activities provided cash of $264,000 in 1998, due primarily to
proceeds from the maturity of securities offset by cash used to acquire EnCyc
and the purchase of capital equipment.

Financing activities provided cash of $2.8 million in 1996 and $7.5 million
in 1997, primarily through the issuance of preferred stock and proceeds from
the exercise of stock options, partially offset by payments on capital
equipment lease obligations. Financing activities provided cash of $3.2 million
in 1998, due to borrowings under our credit facilities partially offset by
payments on long-term obligations.

We currently anticipate that we will continue to experience significant
growth in our operating expenses for the foreseeable future as we

. enter new markets for our products and services;

. increase research and development spending;

. increase sales and marketing activities;

. develop new distribution channels;

. improve our operational and financial systems; and

. broaden our professional service capabilities.

Such operating expenses will consume a material amount of our cash resources,
including a portion of the net proceeds of this offering. We believe that the
net proceeds of this offering, together with our existing cash and cash
equivalents, tax refund and available bank borrowings, will be sufficient to
meet our anticipated cash needs for working capital and capital expenditures
for at least the next twelve months. Thereafter, we may require additional
funds to support our working capital requirements or for other purposes and may
seek to raise such additional funds through public or private equity financing
or from other sources. We may not be able to obtain adequate or favorable
financing at that time. Any financing we obtain may dilute your ownership
interest in ONYX.

Year 2000 Compliance

We have completed our initial assessment of the potential overall impact of
the impending century change on our business, financial condition and operating
results. Based on our current assessment, we believe the current versions of
our software products are Year 2000 compliant--that is, they are capable of
adequately distinguishing 21st century dates from 20th century dates. However,
our products are generally integrated into enterprise systems

27
<PAGE>

involving sophisticated hardware and complex software products that we cannot
adequately evaluate for Year 2000 compliance. We may face claims based on Year
2000 problems in other companies' products, or issues arising from the
integration of multiple products within an overall system. Although we have not
been a party to any litigation or arbitration proceeding involving our products
or services related to Year 2000 compliance issues, we may in the future be
required to defend our products or services in such proceedings, or to
negotiate resolutions of claims based on Year 2000 issues. The costs of
defending and resolving Year 2000-related disputes, regardless of the merits of
such disputes, and any liability we have for Year 2000-related damages,
including consequential damages, could materially adversely affect our
business, financial condition and operating results. In addition, we believe
that the purchasing patterns of customers and potential customers may be
affected by Year 2000 issues as companies expend significant resources to
correct or upgrade their current software systems for Year 2000 compliance.
These expenditures may result in reduced funds available to purchase software
products such as those we offer. To the extent Year 2000 issues cause a
significant delay in, or cancellation of, decisions to purchase our products or
services, our business, financial condition and operating results would be
materially adversely affected.

We have reviewed our internal management information and other critical
business systems to identify any Year 2000 problems. We also have communicated
with the external vendors that supply us with material software and information
systems and with our significant suppliers to determine their Year 2000
readiness. In the course of these investigations, we have not encountered any
material Year 2000 problems with these third-party products.

We will be relocating our principal offices in July 1999 to a new office
location currently under construction. Before the relocation, we will complete
our evaluation of whether the infrastructure and building systems associated
with our new facility, such as security and sprinkler systems, and all
information technology systems, such as telephony and computer network systems,
are Year 2000 compliant.

To date, we have not incurred any material costs directly associated with our
Year 2000 compliance efforts, except for compensation expense associated with
our salaried employees who have devoted some of their time to our Year 2000
assessment and remediation efforts. As discussed above, we do not expect the
total cost of Year 2000 problems to be material to our business, financial
condition and operating results. However, during the months prior to the
century change, we will continue to evaluate new versions of our software
products, new software and information systems provided to us by third parties
and any new infrastructure systems that we acquire to determine whether they
are Year 2000 compliant. Despite our current assessment, we may not identify
and correct all significant Year 2000 problems on a timely basis. Year 2000
compliance efforts may involve significant time and expense and unremediated
problems could materially adversely affect our business, financial condition
and operating results. We currently have no contingency plans to address the
risks associated with unremediated Year 2000 problems.

28
<PAGE>

BUSINESS

ONYX Software Corporation

ONYX is a leading provider of enterprise relationship management software
solutions. Enterprise relationship management software automates the key
functions that enable enterprises to more effectively acquire, manage and
retain customers, partners and other relationships. The ONYX solution is based
on the Microsoft Windows NT and Microsoft BackOffice platforms. It features a
common data model that creates a single repository of marketing, sales and
service information that is accessible to multiple audiences via the Internet.
We designed our solution from inception to be integrated, easy to use and
widely accessible through a variety of interfaces, including the Internet and
corporate intranets and extranets. The ONYX solution is rapidly deployable,
scaleable, flexible and reliable, resulting in a low total cost of ownership
and rapid return on investment.

Our integrated product family allows enterprises to automate the customer
lifecycle across the entire enterprise, instead of automating only individual
departments. We target mid- to large-sized organizations and divisions of
Fortune 500 companies, marketing and selling our software and services through
a direct sales force, as well as through distributors. The ONYX solution can be
easily implemented and flexibly configured to address an enterprise's specific
business needs. We believe that our solution provides broad functionality that
enables our customers to compete more effectively in today's intensely
competitive and dynamic business environment.

Industry Background

In recent years, many enterprises have sought to use technology to improve
interactions with their customers. Many of these enterprises have implemented
customer interaction software systems to automate separate departments, such as
sales, marketing and customer service and support. For example, sales force
automation software, a class of customer interaction software, automates an
enterprise's sales process. Sales force automation software has improved the
way sales departments manage customer contacts and sales opportunities.
International Data Corporation estimates that the aggregate customer
relationship management market was $955 million in 1997 and will grow to $6.7
billion by 2002.

As the competitive and operational pressures in today's business environment
have increased, many enterprises have adopted customer interaction software
applications to help address these challenges. Traditionally, organizations
utilizing UNIX- and mainframe-based customer interaction software applications
to manage enterprise relationships have been hindered by long development
cycles and significant costs of ownership. Recently, improvements in the
affordability and flexibility of client-server technologies have enabled
enterprises of all sizes to adopt advanced technologies that were previously
available only to large enterprises with significant information technology
resources. These technology developments include:

. improvements in the scalability and performance of powerful, low-cost
"Wintel" servers and PCs, which are replacing traditional UNIX client-
server systems;

. adoption of the Internet and corporate intranets and extranets as
channels of internal and external corporate interaction; and

. use of object-oriented programming languages, which have significantly
improved the functionality and accessibility of enterprise software
applications.

These technology developments have also significantly contributed to the
rapid penetration of the Windows NT and Microsoft BackOffice platforms within
corporate enterprises. International Data Corporation projects that the
installed base of Windows NT-based servers will increase from 1.6 million in
1997 to 5.9 million in 2002.

29
<PAGE>

[GRAPH REPRESENTING PROJECTED WORLDWIDE MICROSOFT
WINDOWS NT INSTALLED BASE, 1997-2002
SOURCE: INTERNATIONAL DATA CORP. APPEARS HERE]

As these technology developments have made advanced software applications
more widely available, organizations have begun to adopt a new approach to
managing their enterprise relationships, called enterprise relationship
management. This relationship-centric approach automates the customer lifecycle
by creating a single repository of marketing, sales and service information
that is accessible to multiple audiences via the Internet. In an attempt to
provide a comparable solution, traditional customer interaction software
application vendors have bundled departmental applications into product suites
to provide more comprehensive relationship management capabilities. These
solutions, however, remain limited in their ability to distribute and share
information. In addition, many of these applications require significant
customization and ongoing support.

We believe that in today's challenging and dynamic business environment there
is a market opportunity for an enterprise relationship management system that
employs recent technological developments, including Internet capabilities, to
enable enterprises to more effectively acquire, manage and retain customers,
partners and other relationships. This solution would provide a high return on
investment by improving the effectiveness of sales, marketing and support
activities while maintaining a low total cost of ownership.

Advantages of the ONYX Solution

We provide an integrated enterprise relationship management solution for the
Windows NT and Microsoft BackOffice platforms that is easy to use and widely
accessible through a variety of interfaces, including the Internet. We designed
the ONYX solution specifically to be rapidly deployable, scaleable, flexible
and reliable, resulting in a low total cost of ownership and rapid return on
investment. Our integrated product family allows enterprises to automate the
customer lifecycle across the entire enterprise, instead of automating only
individual departments, by creating a single repository of marketing, sales and
service information. We target mid- to large-sized organizations and divisions
of Fortune 500 companies. The ONYX solution can be easily implemented and
flexibly configured to address an enterprise's specific business needs. We
believe that our solution provides broad functionality that enables our
customers to compete more effectively in today's intensely competitive and
dynamic business environment.

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<PAGE>

Our solution provides the following key advantages:

Offers an Integrated The ONYX solution integrates functional departments of
Approach to an enterprise around common relationships. This
Enterprise integrated solution provides an enterprise with a
Relationship relationship-centric approach to automating all its
Management business-critical relationships, instead of automating
individual functional departments. We use a
distributed, common data model which, unlike
traditional customer interaction software such as sales
force automation software or other point solutions,
creates a single repository of marketing, service and
sales information that is accessible throughout the
enterprise. Each employee can access a unified view of
an enterprise's interactions with a customer, thereby
improving the enterprise's ability to satisfy the
customer's needs.

Facilitates Extended Our solution has been designed to extend front-office
Interaction Via the information across the enterprise and to those
Internet individuals who have relationships with the enterprise,
including customers, vendors and partners, through the
use of the Internet, as well as corporate intranets and
extranets.

Enables Rapid We have designed the ONYX solution to be rapidly
Deployment deployable throughout the enterprise, thereby enabling
customers to generate a higher return on investment. On
average, customers have completed initial deployments
of ONYX applications in eight to ten weeks.

Easy to Use The ONYX solution enables communication and
collaboration across the organization through a
consistent, easy-to-use "dashboard" interface. This
common interface enables access to relationship
information from both client-server and Web-based
applications.

Yields Lower Total We have specifically designed our solution to be a
Cost of Ownership flexible application that is well suited for rapidly
growing enterprises demanding highly functional
solutions without the high cost of ownership associated
with traditional client/server implementations. The
ONYX solution provides out-of-the-box functionality
that lowers acquisition, implementation, consulting and
education costs, while allowing customers to tailor the
application to their business methodologies using
preconfigured templates.

Provides Scalability We designed the ONYX solution to support the growth of
our customers as they add new users and process an
increased volume of transactions. Studies sponsored by
ONYX and run on our product in Microsoft scalability
labs showed our product's ability to scale to 5,000
concurrent users in a simulated production environment.
However, because it is difficult to simulate the actual
processing load that is placed on a system in a real-
world implementation, we currently recommend 3,000
concurrent users to our customers.

Designed for the We designed our products to operate exclusively on the
Windows NT and Windows NT and Microsoft BackOffice platforms. We
Microsoft BackOffice believe that we are the market leader in providing
Platforms enterprise relationship management systems for these
platforms.

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<PAGE>

Strategy

Our strategy for establishing a market leadership position in the enterprise
relationship management market includes the following key elements:

Exploit Growing We designed the ONYX solution to be quickly and
Demand for Rapidly efficiently adopted, installed and deployed in mid- to
Deployable, Low- large-sized enterprises, including divisions of Fortune
Cost Solutions 500 companies. The length and high cost of deployment
of traditional high-end customized enterprise
relationship management products are unacceptable to
growing numbers of enterprises. Competitive pressures
encourage enterprises of all sizes to adopt information
technology solutions that can be deployed quickly,
offer extensive capabilities that meet business-
critical needs and provide interfaces that minimize
user training and facilitate incremental upgrade,
extension and scalability paths. We plan to continue to
design our products to maintain low total cost of
ownership.

Use Internet We are developing new products and enhancing our
Technology current products to provide greater Internet
connectivity and deploy Web-based technologies. The
Internet enables enterprise relationship management
information to be available to sales and service
professionals, prospects, partners and customers.

Build on Market For the foreseeable future, we plan to focus
Leadership Position exclusively on the Windows NT platform and build on our
in Windows NT market leadership position in Windows NT-based
enterprise relationship management solutions. The
Windows NT platform is rapidly gaining share in the
enterprise computing market. A recent International
Data Corporation study stated that Windows NT-based
solutions are the most popular corporate choice for new
customer relationship management solutions. We believe
our products have a competitive advantage in leveraging
the Windows NT platform, because they were conceived,
designed and implemented to optimize Microsoft
technology.

Expand We plan to expand our global operations by investing in
Internationally our sales channels in major international markets and
building new localized products. Our products are
currently available in Spanish and German and are
installed and operational in 22 countries worldwide.

Maintain Industry- We plan to maintain industry-leading customer
Leading Customer satisfaction through high-quality products, superior
Satisfaction implementation and responsive customer service and
support. A recent study by CustomerSat.com, sponsored
by us and some of our competitors, concluded that we
exceeded the average customer satisfaction index
achieved by our competition on all analyzed customer
satisfaction attributes. We strive to maintain this
position because we believe it is a critical
differentiator and gives us a significant competitive
advantage.

Expand Strategic We are actively adding both channel and technology
Partnerships partners. We believe that expanding our channel
partnerships will provide us with increasing access to
various geographic markets and potential customers. In
addition, we are forming strategic relationships that
enhance the integration with our partners' technology
to expand our product functionality.

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<PAGE>

Products and Services

The ONYX solution enables an enterprise to manage its relationships,
primarily its customers, partners and employees. Users of the ONYX solution,
including employees in sales, marketing, service and support, as well as
customers and partners, can access the system through a variety of software
interfaces and hardware devices.

Products

ONYX's products provide four primary types of functionality, which automate
the key processes involved in managing enterprise relationships, including
sales, marketing and customer service and support.

Opportunity and Process Management is the foundation of our product line.
This functionality enables users to automate their relationship management
processes across the entire enterprise. These processes include prospect
management, forecasting, task management, campaign management, campaign
tracking, lead assignment and management, work notes, key word search, customer
and prospect segmentation tools, literature fulfillment, bug tracking, product
and pricing configuration, reporting, administrative controls, contact
management, surveys, calendar functions and activity tracking. Our products
also provide connectivity to email, fax and telephony software applications.

Vertical Solutions offer industry-specific methodologies and functionality
tailored to the business processes of enterprises in particular industries.
ONYX offers preconfigured templates tailored for the financial services,
health-care and high-technology industries.

Distributed Interface Technologies enable ONYX Customer Center users,
including customers, partners, members, vendors and employees, to communicate
with the ONYX Customer Center application through a variety of distributed
interfaces, including the Internet and corporate intranets and extranets. ONYX
offers several forms of interface functionality that facilitate the interaction
between the user and the application for sales, service and distribution
relationships.

Knowledge Management functionality enables users to easily search for and
share customer, market, competitive, technology, product and other information
located on corporate networks to improve the efficiency and effectiveness of
sales, marketing and support activities. This functionality also enables
enterprises to exchange information among customers, partners and remote
employees via the Web.

Integration functionality facilitates the linkage of the ONYX solution to
other business information and legacy systems, such as accounting and
telephony. ONYX also provides software development kits that enable the
development of integration interfaces between ONYX products and other business
applications.

[GRAPH REPRESENTING ONYX ENTERPRISE RELATIONSHIP
MANAGEMENT SOLUTION APPEARS HERE]

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<PAGE>

The ONYX enterprise relationship management solution includes the following
products:

<TABLE>
<S> <C> <C>
Product Description Benefit
------------------------ ------------------------------- -------------------------------

Opportunity and Process Management Products

ONYX Customer Center . Provides an integrated and . Improves productivity,
comprehensive system for increases collaboration and
managing sales, marketing and facilitates development of
customer service and support strong relationships with key
relationships external people

. Enables employees to interact . Improves management
with each other, customers visibility of the dynamic
and partners changes in the business

. Automates the processes of
sales, marketing, service and
support

ONYX Customer Center- . Provides the core . Improves productivity of
Unplugged functionality of ONYX field users by providing
Customer Center for remote or access to current
mobile users relationship information

. Provides synchronization
capabilities for remote or
mobile users to update
customer data

Trilogy SC Config . Enables users to dynamically . Improves product
(resold product) configure and manage the configuration and pricing
pricing of their product or accuracy in the sales cycle
system

Vertical Solutions
Products

ONYX Industry Solutions . Provides preconfigured ONYX . Brings industry-specific
Customer Center templates methodologies to an
tailored for a particular implementation, allowing
industry customers to deploy the
solution effectively and
efficiently

--ONYX Asset Management
--ONYX Managed Care
--ONYX High Tech

Distributed Interface Products

ONYX Web Wizards for . Captures, qualifies and . Prepopulates the database
Sales distributes prospect automatically and distributes
information via the Web sales leads to the
appropriate users according
to enterprise-required
business rules

. Qualifies customers in the
sales cycle

ONYX Web Wizards for . Enables support professionals . Improves and simplifies
Service to answer support questions interactions with customers
and interact with customers to increase customer
via the Web satisfaction

ONYX Channel Connect . Distributes sales leads to . Extends the capabilities of
channel and distribution sales organizations by
partners via the Web enhancing communication with
partners while capturing
valuable customer information
from partners

Knowledge Management Products

ONYX Insight . Allows employees, partners . Empowers employees to find
and customers to search and reuse information faster
secure portions of an and more efficiently
enterprise's intranet from
their browser via the Web

. Facilitates convenient access
to information for customers
and partners without
intervention from the
enterprise

ONYX EnCyc Marketing . Provides users with access to . Builds presentations, quotes
Encyclopedia a repository of critical and proposals easily and
sales and marketing automatically
information

. Sends information to . Customizes information
prospects, customers and directly to a client's or
other users prospect's needs

Integration Functionality Products

ONYX RapidLink for Great . Integrates the Sales Order . Enables ONYX Customer Center
Plains Processing module of Great users to more efficiently
Plains Dynamics C/S+ version link to accounting and
4.0 with ONYX Customer Center financial information

ONYX Computer Telephony . Provides customers and . Enables users to access
Integration Software independent software vendors computer telephony
Development Kit with the ability to create functionality through ONYX
bi-directional integration Customer Center
between telephony
applications and ONYX
Customer Center

. Enables ONYX Customer Center
to be interfaced with a
variety of telephony
applications
</TABLE>

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<PAGE>

We price our core application, ONYX Customer Center, as well as ONYX Customer
Center-Unplugged and ONYX Channel Connect, on a per user basis plus an
additional database server fee that varies depending on the number of users
licensed to use the database server. We sell ONYX EnCyc both as part of the
ONYX Customer Center product family and as a stand-alone product at a base
price plus an additional fee based on the number of users. We resell Trilogy SC
Config on a per user basis. All the other products in the ONYX Customer Center
product family provide functionality that enhances and extends the capabilities
of ONYX Customer Center. We sell these products as add-ons to ONYX Customer
Center, based on a per server price.

We currently incorporate third-party software from Sybase Incorporated and
Greyware Automation Products into our ONYX Customer Center-Unplugged and ONYX
Web Wizards products. This software is licensed to us pursuant to original
equipment manufacturer agreements that provide for payment of a fee for each
copy of software we sublicense. Our agreement with Sybase has an automatically
renewable one-year term. Under this agreement, we prepaid $148,000 to Sybase,
which allows us to relicense 4,000 copies of its software. Our agreement with
Greyware has an indefinite term. Under this agreement, we pay a per copy
royalty, which ranges from $95-$150 depending on the cumulative number of
software copies we relicense. We also recently entered into an agreement with
Trilogy Software that gives us the right to incorporate Trilogy software into
our core product, ONYX Customer Center. We currently intend to incorporate
Trilogy software into a future version of our product, but we have not yet
determined a schedule for this incorporation. Under the Trilogy agreement, we
will pay Trilogy $1.25 million in eight quarterly installments of $156,000.
These payments end in April 2000. In addition to the installment payments, if
we incorporate Trilogy software into our product, we will pay Trilogy per user
royalty payments, the amount of which varies depending on the particular
Trilogy product we incorporate into ONYX Customer Center.

Professional Services

In addition to the products described above, ONYX also provides consulting,
support and training services as follows:

Consulting We offer our customers high-quality consulting,
including business process reengineering, change
management, systems integration, configuration,
installation and project management. We work closely
with our customers to identify their unique business
needs and we tailor our solution to these needs in an
efficient, cost-effective manner. We provide ongoing
business consulting to help our customers optimize the
use of our system over time.

Customer Support We have implemented a comprehensive customer support
program to assist customers to use our products and to
identify, analyze and solve any problems that may
result from such use. The support program includes
email support, on-line support via the Web and
telephone support from our three worldwide support
centers. In addition, we offer a premium support
program that allows our customers to contact our
support centers around the world seven days a week, 24
hours a day.

Training We offer a number of educational classes in conjunction
with our products, including end-user training and in-
depth technical training regarding the implementation
and administration of our solution.

We price our consulting and training services based on the time spent and
resources used. We price our basic support program based on a percentage of the
software license fee plus additional amounts for premium support services. We
price training services on a per-class basis.

We have established a number of strong relationships for both the
implementation of our solution and the training of our customer base. For
example, we have relationships internationally with KPMG Peat Marwick

35
<PAGE>

LLP in Singapore and Arthur Andersen LLP in Australia. Domestically, we have
relationships with regional and local systems integrators such as Norstan
Consulting, TechnologyWorks, Inc., Breakaway Solutions Inc., Eggrock Partners,
LLC and Aquarius Technology Corporation. We frequently participate in joint
sales and marketing efforts with our systems integrators.

We use an industry-leading third-party training organization, Tech Resource
Group, Inc., to broaden our customer training offerings. Tech Resource Group
offers a wide range of training courses in the configuration, administration
and use of our products. Such training is available either at the customer's
place of business or at the facilities maintained by Tech Resource Group.

ONYX Technology

ONYX's products are based on a 32-bit client/server architecture and use
industry-standard, low cost modular components. This combination of robust
technology and flexible design enables us to offer an attractive combination of
reliability, performance, scalability, integration and low total cost of
ownership. Following are the key technologies that enable ONYX to provide a
robust enterprise relationship management solution:

Optimized for Windows NT and SQL Server. ONYX software is optimized for
Windows NT and SQL Server in both local area network and wide area network
environments in the following ways:

. uses precompiled stored procedures;

. uses Microsoft vendor-specific extensions to the ANSI 92 SQL standard;

. uses Microsoft vendor-specific object interface (COM); and

. optimizes data model architecture for the SQL Server query engine and
data storage engine.

n-tiered Architecture. ONYX software consists of a relationship-centric,
integrated data model surrounded by a set of configurable business objects.
This architecture utilizes multiple tiers to deliver a balance between
configurability, performance and administration. The logical tiers are: user
services (presentation layer), business services (business rules) and data
services (data access and data store). All tiers can be customized, and
customizations can be preserved during system upgrades.

Configuration. To adapt to rapidly changing business needs, the ONYX solution
provides the following technologies:

. Enterprise Configurable Procedures. The ONYX architecture allows
customization of standard business rules and procedures through
accessible and configurable software programming code. These enterprise
configurable procedures are implemented as SQL-stored procedures and are
written in Transact-SQL, a vendor-specific implementation of ANSI 92
SQL. This enables more robust customization than traditional
configuration methods that are based on a graphical user interface and
enables these customized business rules to be preserved during system
upgrades. Using Transact-SQL as the scripting language also enables the
same business rules to be used online and offline.

. External Data Connectivity. External data connectivity enables
integration with other business applications and legacy systems, as well
as customization of the core product. Standard external data
connectivity is a data-driven architecture coupled with a graphical
administration tool that allows administrators to integrate data
residing outside the ONYX Customer Center solution with the ONYX
enterprise client. Standard external data connectivity is particularly
focused on integration with Windows NT/Microsoft BackOffice-based
solutions. Common object model external data connectivity utilizes
industry-standard interfaces to enable broader integration, specifically
with any ODBC-compliant database and custom forms.

. Software Development Kits. To increase the breadth and depth of
solutions available for the ONYX enterprise relationship management
solution, we have developed products that include integration platforms
consisting of common object model presentation objects and business
objects allowing bi-directional integration between ONYX products and
other business applications.

Real-time synchronization architecture. Real-time synchronization
architecture ensures that, upon completion of synchronization between the
mobile client and enterprise database, the mobile user's data snapshot is a
replica of the enterprise database. In addition, our architecture provides
robust error detection and

36
<PAGE>

recovery by automatically restarting the data synchronization process at the
point of failure should a connectivity link fail. Our synchronization system
also provides robust, configurable data conflict resolution algorithms and
enables synchronization to be performed without user intervention or attention.

Integrated data model. The ONYX solution includes a relationship-centric,
integrated data model--every task, form, campaign, opportunity management form,
forecasting tool and any other feature can be interrelated at any time within
the application. This fundamental part of the architecture allows any
relationship information to be shared with any other part of the organization
and ensures that every user within an organization has access to the same data.
This data model also provides flexibility to make additions and changes to the
application as the needs of the enterprise change over time.

Multiple interface support. Due to the architectural design enabling
integration in front of the business rules, the ONYX software platform supports
multiple interfaces, including Windows desktop applications, Web applications
and personal digital assistants.

Standards-based tools and components. Our products employ an n-tiered
client/server architecture built on the Windows NT, Microsoft BackOffice,
Microsoft Office and Microsoft Windows 95 and Windows 98 operating systems.
ONYX utilizes advanced object-oriented development tools and technologies in
the development of its products, including Microsoft Visual C++, Microsoft
Visual Basic, Microsoft OLE2/COM/ActiveX, Sybase SQL Anywhere, PLATINUM ERwin
relational database modeling tool, Rational Rose object modeling tool and
Rational SQA Manager test automation tool.

Customers and Markets

We target mid- to large-sized businesses and divisions of Fortune 500
companies. We believe that these enterprises have a strong need to move quickly
and develop collaborative teams, and that they are deploying new technologies
as a competitive advantage. For this reason, we target these enterprises as
prospective customers. We have licensed our products to over 350 such customers
through December 31, 1998. The following is a representative list of our
current customers who have purchased more than $200,000 in software licenses
from January 1, 1997 to December 31, 1998.

High Technology Health Care
Active Voice Corporation AEA International Pte Ltd.
Advent Software, Inc. Momentum Employee Benefits
BindView Development Penn State Geisinger Health Plan
Clarus Corporation Sierra Health Services, Inc.
Data Dimensions Inc. Neighborhood Health Plan
Datastream Systems Inc.
Hummingbird Communications Ltd. Manufacturing
JetForm Corporation Data Broadcasting Corporation
Lam Research Corp. Direct Focus, Inc.
Orcom Solutions, Inc. MicroTouch Systems, Inc.
PC DOCS/Fulcrum Optiva Corporation
Restrac, Inc.
Telecommunications
Financial Services Cincinnati Bell Telephone
Aames Funding Corporation e.spire Communications, Inc.
American Express Financial Advisors NTL Group Ltd. (Business Telecoms and
American Express Retirement Service Internet divisions)
ASB Bank Ltd.
Dreyfus Service Corporation Other
Evergreen Investment Services, Inc. AMR Research
First American Trust Company Brooklyn Union Gas Company
Piper Jaffray Inc. Coastal Video Communications
Corporation
GIGA Information Group
Reed Exhibition Companies
Trail Blazers, Inc.
Weider Publications, Inc.

37
<PAGE>

Selected Customer Applications

<TABLE>
<CAPTION>
Customer Application
<C> <S>
American Express American Express Financial Advisors is one of the leading
Financial Advisors financial services companies in the United States and has
approximately $188.8 billion under management. Three
divisions of American Express Financial Advisors use the
ONYX solution. One division, Retirement Services, uses the
ONYX solution in Sales, Marketing, and Client Services,
which has allowed them to be more customer focused and has
improved their ability to manage client information from
the initial point of contact. It also allows for improved
visibility into the other business relationships that other
Amex divisions have with their clients, including card,
travel and other services.

NTL Internet NTL Internet, a U.K.-based Internet service provider,
purchased ONYX Customer Center to manage its inbound sales
and support queries. The system was installed and
operational in four weeks, including integration with
existing billing systems and customization to address NTL
Internet's particular requirements, together with complete
end-user training. NTL Internet's call center handles up to
6,000 calls per day, seven days per week, from customers
regarding new sales inquiries, connection requests and
operational queries. In 1998, NTL Internet was awarded the
UK Call Centre of the Year award by UK Computing Magazine.
In addition to supporting large and varied call volumes,
ONYX Customer Center is also directly integrated with NTL
Internet's sales and marketing Web site, where NTL Internet
receives over 500 sales leads daily. NTL Internet utilizes
ONYX Web Wizards for Sales to automatically populate its
customer database with this lead information and uses ONYX
Web Wizards for Sales to then distribute this lead
information to the appropriate follow-up personnel. Using
the ONYX enterprise relationship management solution, NTL
Internet has converted a significant number of these Web-
based leads into sales.

Sierra Health Sierra Health Services, Inc., a diversified health care
Services, Inc. services company, selected ONYX as its enterprise
relationship management solution provider for managing
marketing, sales and service activities for direct
relationships with individual Medicare customers,
commercial accounts and brokers. In the Medicare segment,
Sierra utilizes the ONYX solution to manage its direct
marketing, sales and service activities. The ONYX solution
enables Sierra to generate lists of Medicare prospects
based on a variety of segmentation criteria, which can then
be used to automatically send direct marketing materials to
Medicare prospects. Telesales representatives use the ONYX
solution to schedule prospect appointments. This integrated
process enables Sierra to carefully track rates of
conversion from competitive plans and measure the
effectiveness of each marketing campaign. Sierra also
utilizes the ONYX solution to manage its commercial account
relationships. A majority of Sierra's commercial accounts
are acquired from brokers who sell its plans directly to
employer groups. Sales opportunity tracking, forecasting
and quote/contract generation is managed with the ONYX
solution, enabling Sierra to better forecast revenues and
identify top producing brokers with which to align itself.
With the ONYX solution, Sierra is able to quickly provide
its brokers and prospective group members with updated
benefit/plan information, thereby allowing Sierra to
improve quote generation times, reduce the contracting
cycle and improve overall customer response and
satisfaction.
</TABLE>

38
<PAGE>

Sales and Marketing

We market and sell our software and services through a direct sales force, as
well as through distributors. We have direct sales offices in the United
States, the United Kingdom, Singapore and Australia and distributors in Latin
America, Asia and Europe. As of December 31, 1998, we employed 114 people in
sales and marketing. We support our field sales force with telemarketing
representatives and sales engineers. The direct sales effort is complemented by
indirect channel partners in many of our international markets.

Our marketing programs are focused on creating awareness, preference and lead
generation for the ONYX enterprise relationship management solution. These
programs are targeted at key executives such as chief executive officers and
chief information officers, as well as vice presidents of sales, service and
marketing.

To support our international direct and indirect sales channels, we have
sponsored a series of joint seminars with key customers and partners, such as
Microsoft. Our marketing personnel engage in a variety of marketing activities,
including managing and maintaining the ONYX Web site, making direct mailings,
placing advertisements, conducting public relations programs and establishing
and maintaining relationships with recognized industry analysts.

We also have initiated a branding and marketing communications strategy to
solidify our position as a leading provider of enterprise relationship
management software. This effort includes new messaging, target positioning, a
new "look and feel" and an increased effort to broaden market awareness of
ONYX. We have also initiated marketing strategies targeted at industry-specific
vertical markets, including high technology, financial services, health care,
telecommunications and manufacturing.

Our sales process consists of several phases: lead generation, initial
contact, lead qualification, needs assessment, enterprise overview, product
demonstration, proposal generation and contract negotiation. In a number of
instances, we believe that our relationships with strategic partners, including
systems integrators, has substantially shortened our sales cycle. Partners have
generated and qualified sales leads, made initial customer contacts and
assessed needs prior to our introduction. Additionally, systems integration
partners have assisted us in the creation of customized presentations and
demonstrations, which we believe enhance our competitive position. While the
sales cycle varies substantially from customer to customer, the initial sales
cycle typically ranges from two to six months, although in the past certain
sales cycles have lasted substantially longer.

We have distribution partners located in Europe, Asia, Latin America and the
South Pacific who market, promote and sell our software products. Our
distributors also typically provide both the implementation and customer
support services to our end-users, drawing on our expertise as necessary to
assist them in these efforts. We collaborate with our distributors in a variety
of areas, including seminars, trade shows and conferences. Our distributors
also create market- and language-specific collateral and product demonstrations
and assist in the localization of our products and related documentation.

We typically enter into buy-sell contracts with our distribution partners,
pursuant to which they purchase our products with a right to relicense them to
end-users, provided the relicense terms are materially consistent with those
used by ONYX. The distribution partners typically have no right to return the
product, regardless of their ability to relicense the product to an end-user.
In addition, our revenue from the sale of our product to a distribution partner
is independent of the distribution partner's ability to collect payment from an
end-user. We typically do not grant exclusive sales territories to our
distribution partners, but may do so in the future if a proposed distribution
transaction merits such an arrangement.

Research and Development

As of December 31, 1998, we employed 65 people in our research and
development organization. This team is responsible for the design, development
and release of ONYX products. The group is organized into four disciplines:
development, quality assurance, documentation and program management. Members
from each of these disciplines, along with a product manager from our marketing
department, form separate product teams

39
<PAGE>

that work closely with sales, marketing, professional services, customers and
prospects to better understand market needs and requirements. When required, we
also utilize third-party development firms to expand the capacity and technical
expertise of our internal research and development team. Additionally, we
sometimes license third-party technology that is incorporated into our
products. We believe this approach significantly shortens our time to market
without compromising our competitive position or product quality. Therefore, we
expect to continue to draw on third-party resources in the foreseeable future.

We have a well-defined software development methodology that we believe
allows us to deliver products that satisfy real business needs for the global
market and meet commercial quality expectations. This methodology is based on
the following key components:

. specification and review of business requirements, functional
requirements, prototypes, technical designs, test plans and
documentation plans;

. iterative, scheduled quality assurance of code and documentation;

. frequent stabilization of product;

. test automation definition, instrumentation and execution;

. test functions, components, systems, integration, performance, stress
and international and Year 2000 compliance;

. full product regression testing before beta or general availability
releases;

. trial deployments in an internal production environment prior to
release;

. external beta releases; and

. general availability release.

We emphasize quality assurance throughout the software development life
cycle. We believe that strong emphasis placed on analysis and design early in
the project life cycle reduces the number and costs of defects that may be
found in later stages. Our development methodology focuses on delivery of
product to a global market, enabling localization into multiple languages from
a single code base.

Intellectual Property and Other Proprietary Rights

To protect our proprietary rights, we rely primarily on a combination of
copyright, trade secret and trademark laws, confidentiality agreements with
employees and third parties, and protective contractual provisions such as
those contained in license agreements with consultants, vendors and customers,
although we have not signed such agreements in every case. Despite our efforts
to protect our proprietary rights, unauthorized parties may copy aspects of our
products, and obtain and use information that we regard as proprietary. Other
parties may breach confidentiality agreements and other protective contracts we
have entered into, and we may not become aware of, or have adequate remedies in
the event of, such breach.

"ONYX," "ONYX Web Wizards," "Customer Center," "Customer Center-Unplugged"
and "Total Customer Management" are registered trademarks of ONYX Software
Corporation. We have applied for federal registration of the mark "RapidLink."
All other trademarks or service marks appearing in this prospectus are
trademarks or service marks of the respective companies that use them.

We pursue the registration of certain of our trademarks and service marks in
the United States and in certain other countries, but we have not secured
registration of all our marks. In addition, the laws of some foreign countries
do not protect our proprietary rights to the same extent as do the laws of the
United States, and effective copyright, trademark and trade secret protection
may not be available in other jurisdictions. A significant portion of our marks
include the word "Onyx." ONYX Computers Incorporated has filed a lawsuit
against us alleging trademark infringement of the mark ONYX in Canada. This
claim, even if not meritorious, could require the expenditure of significant
financial and managerial resources. A negative outcome could materially
adversely affect our business, financial condition and operating results. Other
companies use

40
<PAGE>

"Onyx" in their marks alone or in combination with other words, and we cannot
prevent all third-party uses of the word "Onyx." We license certain trademark
rights to third parties. Such licensees may not abide by compliance and quality
control guidelines with respect to such trademark rights and may take actions
that would materially adversely affect our business, financial condition and
operating results.

Competition

The market for enterprise relationship management software is intensely
competitive, fragmented and rapidly changing. To our knowledge, we are the only
provider of enterprise relationship management software solutions that focuses
exclusively on the Windows NT platform. We believe that we compete effectively
as a result of our integrated, relationship-centric, rapidly deployable,
Internet-enabled solution that is optimized for the Windows NT platform,
coupled with our commitment to providing high-quality solutions that yield a
rapid return on investment and a low total cost of ownership.

We face competition in the enterprise relationship management software market
primarily from

. customer interaction software applications vendors, such as Clarify,
Inc., Pivotal Corp., SalesLogix Corporation, Siebel Systems, Inc., and
The Vantive Corporation,

. large enterprise software vendors, such as Baan Company N.V., J. D.
Edwards & Co., Oracle Corporation, PeopleSoft Corporation and SAP AG,
and

. our potential customers' information technology departments, which may
seek to develop proprietary enterprise relationship management systems.

Many of our competitors have already established supplier relationships with
divisions of our current or potential customers. These competitors may be able
to leverage their existing relationships to discourage these customers from
purchasing additional ONYX products or persuade them to replace our products
with their products. Many of our competitors have longer operating histories,
significantly greater resources and name recognition and a larger installed
base of customers than we have. As a result, these competitors may have greater
credibility with our existing and potential customers. They also may be able to
devote greater resources to the development, promotion and sale of their
products than we can to ours, which would allow them to respond more quickly
than we can to new or emerging technologies and changes in customer
requirements.

We expect that competition will increase as other established and emerging
companies enter the enterprise relationship management market, as new products
and technologies are introduced and as new competitors enter the market.
Increased competition may result in price reductions, lower gross margins and
loss of our market share, any of which could materially adversely affect our
business, financial condition and operating results.

Employees

As of December 31, 1998, we had a total of 271 employees, excluding
independent contractors and other temporary employees, including 65 people in
research and development, 114 people in sales and marketing, 61 people in
consulting, customer support and training and 31 people in general and
administrative services. Our future performance depends in significant part on
the continued service of our key technical, sales and senior management
personnel. The loss of the services of one or more of our key employees could
have a material adverse effect on our business, financial condition and
operating results. Our future success also depends on our continuing ability to
attract, train and retain highly qualified technical, sales and managerial
personnel. Competition for such personnel is intense. We cannot provide any
assurance that we can retain our key technical, sales and managerial personnel
in the future. None of our employees is represented by a labor union, and we
consider our employee relations to be good.

Facilities

Our principal administrative, sales, marketing, support and research and
development facilities are located in approximately 38,500 square feet of space
in Bellevue, Washington. Our principal lease, covering 33,000

41
<PAGE>

square feet of this office space, expires on June 30, 1999. The remaining
leases expire between June 1999 and January 2002. In July 1999, we plan to
relocate our principal administrative, sales, marketing, support and research
and development facilities to a new location in Bellevue, Washington with
approximately 90,000 square feet, pursuant to a lease that expires in 2006. We
currently lease other domestic sales and support offices in California,
Colorado, Georgia, Illinois, Maryland, Massachusetts, Minnesota, New Jersey,
Oregon and Texas. We maintain international offices in Australia, Singapore and
the United Kingdom.

Legal Proceedings

In the computer software market there is frequent and substantial
intellectual property litigation, which is often complex and expensive, and
involves a significant diversion of resources and uncertainty of outcome. We
have been subject to claims and expect to be subject to legal proceedings and
claims from time to time in the ordinary course of our business, including
claims of alleged infringement of trademarks and other intellectual property
rights of third parties.

On September 25, 1998, ONYX Computers Incorporated filed a lawsuit against us
in the Federal Court of Canada--Trial Division in Toronto. ONYX Computers
Incorporated alleges trademark infringement of the mark "ONYX" in Canada and
seeks

. a permanent injunction preventing us from using the mark "ONYX," the
trade name "ONYX Software Corporation" or any other similar marks or
trade names in Canada;

. an order requiring us to deliver or destroy all materials in our
possession or under our control bearing the mark "ONYX"; and

. other damages, interest and court costs.

On February 10, 1999, we filed an answer to this claim and a counterclaim
seeking

. an order that ONYX Computers Incorporated's registration of the mark
"ONYX" be canceled;

. an order that ONYX Computers Incorporated pay the costs of the
counterclaim; and

. such further relief as the court may determine.

This claim, even if not meritorious, could require the expenditure of
significant financial and managerial resources. A negative outcome could
materially adversely affect our business, financial condition and operating
results. Other than the trademark infringement matter described above, as of
the date of this prospectus, we are not a party to any litigation that, if
adversely determined, would have a material adverse effect on our business,
financial condition and operating results.

42
<PAGE>

MANAGEMENT

Executive Officers and Directors

The executive officers and directors of ONYX as of January 15, 1999 are as
follows:

<TABLE>
<CAPTION>
Name Age Position
---- --- ----------------------------------------------------------------
<S> <C> <C>
Brent R. Frei........... 32 President, Chief Executive Officer and Chairman of the Board
Sarwat H. Ramadan....... 55 Vice President, Chief Financial Officer, Secretary and Treasurer
Keith D. Brown.......... 40 Vice President of Marketing
Eben W. Frankenberg..... 32 Vice President of Sales
Howard K. Hawk.......... 35 Vice President of International Operations
Michael D. Racine....... 41 Vice President of Professional Services
Mary A. Reeder.......... 40 Vice President of Product Development
H. Raymond Bingham...... 53 Director
William B. Elmore(1).... 45 Director
Jay C. Hoag(2).......... 40 Director
Paul G. Koontz(1)(2).... 38 Director
Daniel R. Santell....... 40 Director
Todd A. Stevenson....... 30 Director
</TABLE>
- --------
(1) Member of the compensation committee.
(2) Member of the audit committee.

Brent R. Frei, a cofounder of ONYX, has been a director of ONYX since its
inception in 1994, served as Secretary and Treasurer from September 1995 to
October 1998, and has served as President since September 1995 and Chief
Executive Officer and Chairman of the Board since October 1998. From 1991 to
February 1994, Mr. Frei was a Programmer Analyst with Microsoft's Information
Technology Group, in which position he was involved with creating international
customer information systems. From 1989 to 1990, he was a mechanical engineer
with Motorola Corporation. Mr. Frei received his B.S. in engineering from the
Thayer School of Engineering at Dartmouth College.

Sarwat H. Ramadan has been Chief Financial Officer of ONYX since June 1998
and Vice President, Secretary and Treasurer since October 1998. From 1993 to
June 1998, Mr. Ramadan was the Chief Financial Officer, Secretary and Treasurer
of Integrated Measurement Systems, Inc., an engineering test stations and
software company. From 1987 to 1993, Mr. Ramadan was Chief Accounting Officer
and Finance Director of Mentor Graphics Corporation, an electronic design
automation software company. Mr. Ramadan held various executive positions from
1985 to 1987 with CAD/CAM Resources, Inc. and from 1979 to 1985 with
Computervision Corporation. Mr. Ramadan received his B.S. from Ain Shams
University, his M.B.A. from the University of New Haven and his C.S.S. from
Harvard University.

Keith D. Brown has been Vice President of Marketing of ONYX since October
1997. From 1987 to October 1997, Mr. Brown held several positions, including
Strategic Alliances Manager, Product Marketing Manager and Worldwide Marketing
Manager, in Hewlett-Packard Corporation's LaserJet Printer Solutions Group. Mr.
Brown received his B.S. in electrical engineering from the DeVry Institute of
Technology and his M.B.A. from the University of Montana.

Eben W. Frankenberg joined ONYX in January 1995 and has been Vice President
of Sales since August 1995. From 1990 to December 1994, Mr. Frankenberg was a
petroleum geophysicist for Amoco Production Company, a developer of crude oil
and natural gas, and Amoco Netherlands Petroleum Co., a producer of petroleum.
Mr. Frankenberg received his B.A. from Dartmouth College and his M.S. from
Stanford University.

Howard K. Hawk has been Vice President of International Operations of ONYX
since August 1996. From 1989 to August 1996, Mr. Hawk was Director of
International Information Technology of Microsoft. From

43
<PAGE>

1985 to 1987, he was a Senior Consultant with Andersen Consulting LLP. Mr. Hawk
received his B.S. in business administration with a concentration in
information systems from the University of Washington.

Michael D. Racine has been Vice President of Professional Services of ONYX
since July 1994. From 1991 to July 1994, Mr. Racine held various positions with
Microsoft's Information Technology Group, including Project Manager in the
development and deployment of a revenue consolidation and reporting system.
From 1987 to 1991, he was a Senior Consultant with Andersen Consulting LLP. Mr.
Racine received his B.A. from Utah State University and his M.B.A. from the
University of Oregon.

Mary A. Reeder has been Vice President of Product Development of ONYX since
June 1996. From 1989 to May 1996, Ms. Reeder worked for Microsoft, where she
was involved in product development, process management and emerging
technology. From 1987 to 1989, she was an independent consultant, developing
custom software. From 1985 to 1987, she was a Senior Programmer Analyst of Data
I/O Corporation, a manufacturer of engineering programming systems. Ms. Reeder
received her B.S. in computer science and her B.F.A. in graphic design from the
University of Washington.

H. Raymond Bingham became a director of ONYX in January 1999. Since 1993, Mr.
Bingham has been Chief Financial Officer and Executive Vice President of
Cadence Design Systems, Inc. From 1988 to 1993, Mr. Bingham was Executive Vice
President and Chief Financial Officer of Red Lion Hotels and Inns. From 1984 to
1988, he was Managing Director of Agrico Overseas Investment Company, a
subsidiary of The Williams Companies, Inc. Mr. Bingham serves on the boards of
directors of Integrated Measurement Systems, Inc., Legato Systems, Inc. and
Sunstone Hotel Investors, Inc. Mr. Bingham received his B.S. in economics from
Weber State College and his M.B.A. from the Harvard Business School.

William B. Elmore has been a director of ONYX since March 1996. Since 1995,
Mr. Elmore has been a member of Foundation Capital Management, L.L.C., the
general partner of Foundation Capital, L.P., a venture capital firm focused on
early-stage information technology companies. From 1987 to 1995, he was a
general partner of Inman & Bowman, a venture capital firm. Mr. Elmore serves on
the boards of directors of Wind River Systems, Inc. and Pilot Network Services,
Inc., as well as several privately held companies. Mr. Elmore received his B.S.
and M.S. in electrical engineering from Purdue University and his M.B.A. from
Stanford University.

Jay C. Hoag has been a director of ONYX since October 1998. Since June 1995,
Mr. Hoag has been a managing member of Technology Crossover Management II,
L.L.C. From 1982 to 1994, he was with Chancellor Capital Management, Inc. Mr.
Hoag serves on the boards of directors of several privately held companies. Mr.
Hoag received his B.A. in economics and political science from Northwestern
University and his M.B.A. from the University of Michigan.

Paul G. Koontz has been a director of ONYX since April 1997. Since 1996, Mr.
Koontz has been a member of Foundation Capital Management, L.L.C., the general
partner of Foundation Capital, L.P. From 1995 to 1996, he was with Sutter Hill
Ventures and, in 1994, he was the initial Vice President of Marketing of
Netscape Communications Corporation. From 1987 to 1994, Mr. Koontz was with
Silicon Graphics, Inc., where he held a number of positions, including Director
of Marketing. From 1983 to 1987, he held various marketing and management
positions with Hewlett-Packard Corporation in the United States and Europe.
Mr. Koontz serves on the boards of directors of several privately held
companies. Mr. Koontz received his B.S. in mechanical engineering from
Princeton University and his Masters in engineering management from Stanford
University.

Daniel R. Santell has been a director of ONYX since November 1994. Since
1996, Mr. Santell has been the Vice President of Worldwide Services for
InterWorld Corporation. From 1995 to 1996, he was Director of the North
American Client Services Division for SSA Corporation, from 1992 to 1996, he
was Vice President of Product Development at Platinum Software and from 1983 to
1992, he was a Manager at Andersen Consulting LLP. Mr. Santell received his
B.S.E. from Purdue University and his M.B.A. from the University of Washington.

44
<PAGE>

Todd A. Stevenson, a cofounder of ONYX, has been a director of ONYX since its
inception in 1994 and served as Chairman of the Board until October 1998. Mr.
Stevenson has been a manager of the Developer Support Service Group since July
1998. He previously served as Chief Technology Officer from June 1996 to July
1998 and Vice President of Development from ONYX's inception to June 1996. From
1993 to 1994, Mr. Stevenson was a programmer involved in creating international
customer information systems at Microsoft and from 1991 to 1993, he was a
support analyst for Microsoft Pty (Australia) developer products. Mr. Stevenson
received his B.S. in computer science from Oregon State University.

Committees of the Board of Directors

The compensation committee of our board of directors currently consists of
Messrs. Elmore and Koontz. The compensation committee

. reviews and approves the compensation and benefits for our executive
officers and grants stock options under our stock option plans; and

. makes recommendations to the board of directors regarding such matters.

The audit committee consists of Messrs. Hoag and Koontz. The audit committee

. makes recommendations to the board of directors regarding the selection
of independent auditors;

. reviews the results and scope of the audit and other services provided
by our independent auditors; and

. reviews and evaluates our audit and control functions.

Director Compensation

All nonemployee directors of the Company will be paid

. $1,000 for each board of directors meeting attended in person,

. $500 for each board meeting attended telephonically,

. $500 for each committee meeting attended in person, and

. $250 for each committee meeting attended telephonically.

We also reimburse them for reasonable expenses they incur in attending meetings
of the board of directors and its committees. In November 1994, we granted Mr.
Santell, an ONYX director, a nonqualified stock option to purchase 50,000
shares of common stock at an exercise price of $0.12 per share. In January
1999, we granted Mr. Bingham, an ONYX director, a nonqualified stock option to
purchase 50,000 shares of common stock at an exercise price of $9.00 per share,
plus an annual grant over the next five years, commencing in 2000, of an
additional 5,000 shares at an exercise price equal to the fair market value on
the date of grant. We currently intend to make comparable option grants to
future nonemployee directors. Directors of ONYX are eligible to participate in
our 1998 option plan.

Director and Officer Indemnification and Liability

Our articles of incorporation limit the liability of directors to the fullest
extent permitted by the Washington Business Corporation Act as it currently
exists or as it may be amended in the future. Consequently, subject to the
Washington Business Corporation Act, no director shall be personally liable to
ONYX or its shareholders for monetary damages resulting from his or her conduct
as a director of ONYX, except liability for

. acts or omissions involving intentional misconduct or knowing violations
of law,

. unlawful distributions, or

. transactions from which the director personally receives a benefit in
money, property or services to which the director is not legally
entitled.

Our articles of incorporation also provide that we shall indemnify any
individual made a party to a proceeding because that individual is or was a
director of ONYX and shall advance or reimburse reasonable

45
<PAGE>

expenses incurred by such individual in advance of the final disposition of the
proceeding to the full extent permitted by applicable law. Any repeal of or
modification to our articles of incorporation may not adversely affect any
right of a director of ONYX who is or was a director at the time of such repeal
or modification. To the extent the provisions of our articles of incorporation
provide for indemnification of directors for liabilities arising under the
Securities Act of 1933, those provisions are, in the opinion of the Securities
and Exchange Commission, against public policy as expressed in the Securities
Act and they are therefore unenforceable.

Our bylaws provide that we shall indemnify our directors and officers and may
indemnify our employees and agents to the full extent permitted by law. In
addition, we have entered into separate indemnification agreements with our
directors and executive officers that could require us, among other things, to
indemnify them against certain liabilities that arise because of their status
or service as directors or executive officers and to advance their expenses
incurred as a result of any proceeding against them as to which they could be
indemnified. Finally, we intend to purchase and maintain a liability insurance
policy, pursuant to which our directors and officers may be indemnified against
liability they may incur for serving in their capacities as directors and
officers of ONYX.

We believe that the limitation of liability provision in our articles of
incorporation, the indemnification provisions in our bylaws, the
indemnification agreements and the liability insurance policy will facilitate
our ability to continue to attract and retain qualified individuals to serve as
directors and officers of ONYX.

Compensation Committee Interlocks and Insider Participation

Our board of director's compensation committee currently consists of Messrs.
Elmore and Koontz. No member of our board of directors or of its compensation
committee serves as a member of the board of directors or compensation
committee of any entity that has one or more executive officers serving as
members of our board of directors or its compensation committee.

Messrs. Elmore and Koontz are Members of Foundation Capital Management,
L.L.C., which is the General Partner of Foundation Capital, L.P. and a Member
of Foundation Capital Entrepreneurs Fund, L.L.C. In addition, Foundation
Capital Management, L.L.C. holds a 7.86% interest in TCV II Strategic Partners,
L.P., another holder of ONYX Series B Preferred Stock.

The entities affiliated with Foundation Capital Management, L.L.C. are
parties to an Amended and Restated Investors' Rights Agreement dated as of
March 31, 1997. Pursuant to the terms of the Investors' Rights Agreement, the
holders of the Series B Preferred Stock have a right of first offer to purchase
in the initial public offering their pro rata share of an aggregate number of
shares equal to the greater of (1) the number of shares having an aggregate
offering price of $3,000,000 and (2) 10% of the shares offered in the initial
public offering; provided, however, that the purchase amount shall not exceed
the number of shares having an aggregate offering price of $4,000,000. Each
holder of Series B Preferred Stock is also entitled to purchase its pro rata
share of any shares not purchased by the other holders of Series B Preferred
Stock. The Investors' Rights Agreement also grants certain registration rights
that obligate ONYX, under certain circumstances, to effect a registration under
the Securities Act of shares of common stock. See "Description of Capital
Stock--Registration Rights."

The entities affiliated with Foundation Capital Management, L.L.C. have
expressed a current intent to exercise their right to purchase shares in this
offering, including any shares subject to the right of first offer but not
purchased by the other holders of the Series B Preferred Stock. Despite their
expressions of intent, the entities affiliated with Foundation Capital
Management, L.L.C. are under no obligation to purchase any shares in this
offering until the earlier to occur of

. delivery to them of the prospectus filed with the Securities and
Exchange Commission with respect to this offering and

. two hours after the later to occur of (1) effectiveness of the
Registration Statement of which this prospectus forms a part and (2)
determination of the initial public offering price.

46
<PAGE>

Prior to that time, the entities affiliated with Foundation Capital
Management, L.L.C. can elect not to purchase shares in this offering for any
reason, including as a result of access to information about ONYX or this
offering not known to ONYX or other potential investors. Accordingly, ONYX can
make no assurance that the entities affiliated with Foundation Capital
Management, L.L.C. will purchase shares in this offering and, if any of them do
not purchase such shares, the pricing or consummation of this offering could be
adversely affected.

In April 1998, entities affiliated with Foundation Capital Management, L.L.C.
entered into a transaction with Leon and Barbara Stevenson, the parents of Todd
Stevenson, who is a cofounder and director of ONYX, pursuant to which Mr. and
Mrs. Stevenson

. executed promissory notes to borrow $425,000 from such entities,

. pledged 283,331 shares of common stock to secure such indebtedness, and

. granted to the entities affiliated with Foundation Capital Management,
L.L.C. call options to purchase 100,000 shares of common stock of ONYX
at a per share purchase price of $4.25.

The promissory notes are interest free and no payments are due until April
30, 2003. In connection with these transactions, we agreed to hold in escrow
the shares of ONYX common stock subject to the Stevensons' call options and
pledges. The call options have been exercised, subject to the closing of this
offering. The exercise price for the call options will be paid by cancellation
of the promissory notes.

In connection with this offering, our board of directors and shareholders
approved amendments to our articles of incorporation that, among other things,
increase by an aggregate of 25,000 the number of shares of common stock
issuable on conversion of the Series B Preferred Stock held by the entities
affiliated with Foundation Capital Management, L.L.C. and eliminate the minimum
per share price threshold for automatic conversion of our preferred stock upon
completion of this offering.

We have entered into separate indemnification agreements with each of Messrs.
Elmore and Koontz.

Executive Compensation

The following table sets forth information concerning the compensation
received for services rendered to ONYX in all capacities during the year ended
December 31, 1998 by ONYX's Chief Executive Officer and the other executive
officer of ONYX who earned compensation in excess of $100,000.

Summary Compensation Table

<TABLE>
<CAPTION>
Annual
Compensation
------------------
Other Annual All Other
Name and Principal Position Year Salary($) Bonus($) Compensation($) Compensation($)
- -------------------------------------- ---- --------- -------- --------------- ---------------
<S> <C> <C> <C> <C> <C>
Brent R. Frei, Chief Executive Officer
and President........................ 1998 $ 85,000 $ 1,500 $ -0- $ -0-
1997 74,583 2,250 -0- -0-
Keith D. Brown, Vice President of
Marketing(1)......................... 1998 114,083 1,250 -0- -0-
</TABLE>
- --------
(1) Mr. Brown joined ONYX in October 1997. The compensation he earned in
fiscal 1997 did not exceed $100,000.

47
<PAGE>

Option Grants in Last Fiscal Year

We did not grant Mr. Frei any stock options during fiscal 1998. The following
table sets forth certain information regarding stock options we granted Mr.
Brown during fiscal 1998.
<TABLE>
<CAPTION>
Individual Grants
-------------------------------------------------
Potential
Realizable Value at
Assumed Annual
Number of Percent of Rates of Stock
Securities Total Options Price Appreciation
Underlying Granted to for Option Term(2)
Options Employees in Exercise Expiration -------------------
Name Granted(#) Fiscal Year(1) Price($/Sh) Date 5%($) 10%($)
---- ---------- -------------- ----------- ---------- -------- ----------
<S> <C> <C> <C> <C> <C> <C>
Keith D. Brown.......... 40,000(3) 2.7% $2.50 6/1/08 $747,025 $1,248,746
</TABLE>
- --------
(1) Based on a total of 1,456,660 option shares granted to employees during
fiscal 1998.

(2) The assumed rates of appreciation are prescribed by the Securities and
Exchange Commission for illustrative purposes only and are not intended to
forecast or predict future stock prices.

(3) One-fourth of Mr. Brown's options vest and become exercisable 18 months
after the date of grant and an additional one-eighth of his options vest
and become exercisable at the end of each six-month period thereafter.

Fiscal 1998 Year-End Option Values

Mr. Brown did not exercise any options during fiscal 1998. The following
table sets forth certain information regarding unexercised stock options held
by Mr. Brown as of December 31, 1998. Mr. Frei does not currently hold options
to purchase capital stock of ONYX.

<TABLE>
<CAPTION>
Number of Securities
Underlying Unexercised Value of Unexercised
Options at In-the-Money Options at
Fiscal Year-End(#) Fiscal Year-End ($)(1)
------------------------- -------------------------
Name Exercisable Unexercisable Exercisable Unexercisable
---- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C>
Keith D. Brown.............. -- 120,000 $ 0 $1,404,000
</TABLE>
- --------
(1) Calculated on the basis of the initial public offering price of $13.00 per
share.

Employment Agreement With Mr. Brown

Pursuant to an employment agreement, dated September 14, 1997, we agreed to
provide Mr. Brown with an annual salary of $110,000; participation in ONYX's
bonus program, insurance and other employee benefits; options to purchase
80,000 shares of common stock, which vest over a period of four and one-half
years; and a relocation allowance to cover relocation expenses to the Seattle
area.

In addition, if ONYX is purchased within 18 months of Mr. Brown's hire date,
resulting in the elimination of his role as Vice President of Marketing through
no fault of Mr. Brown, and another comparable position is not offered, Mr.
Brown is entitled to receive a payment equal to six months' base salary. In
this event, we would also accelerate the vesting of 25% of his initial 80,000
share option grant.

Employee Benefit Plans

1998 Stock Incentive Compensation Plan

Our board of directors and shareholders have adopted our 1998 option plan.
The purpose of our 1998 option plan is to enhance long-term shareholder value
by offering opportunities to employees, directors, officers, consultants,
agents, advisors and independent contractors of ONYX and its subsidiaries to
participate in ONYX's growth and success, and to encourage them to remain in
the service of ONYX and its subsidiaries and to own ONYX stock. Our 1998 option
plan provides for awards of stock options and restricted stock. Our board has
reserved a total of 1,500,000 shares of common stock, plus

. any shares reserved but not granted under our 1994 option plan or
returned to the 1994 option plan upon termination of options or
repurchase of shares by ONYX and

48
<PAGE>

. an automatic annual increase, to be added on the first day of our fiscal
year beginning in 2000, equal to the lesser of (1) 1,675,763 shares and
(2) 5% of the average common shares outstanding as used to calculate
fully diluted earnings per share as reported in ONYX's Annual Report for
the preceding year.

As of December 31, 1998, options to purchase 16,200 shares of common stock were
outstanding under our 1998 option plan with exercise prices of $9.00 per share,
options to purchase 1,646,246 shares were available for future grant and no
options had been exercised.

Stock Option Grants. The compensation committee of our board of directors
serves as the plan administrator of our 1998 option plan. The plan
administrator has the authority to select individuals to receive options under
our 1998 option plan and to specify the terms and conditions of each option
granted (incentive or nonqualified), the exercise price (which, for incentive
stock options, must be at least equal to the fair market value of the common
stock on the date of grant), the vesting provisions and the option term. For
purposes of our 1998 option plan, fair market value means the average of the
high and low per share sales price as reported on the Nasdaq National Market on
the date of grant. Unless otherwise provided by the plan administrator, and to
the extent required for incentive stock options by the Internal Revenue Code,
an option granted under our 1998 option plan will expire ten years from the
date of grant or, if earlier, three months after the optionee's termination of
service (other than termination for cause) or one year after the optionee's
death or disability.

Stock Awards. The plan administrator is authorized under our 1998 option plan
to issue shares of common stock to eligible participants with terms, conditions
and restrictions established by the plan administrator in its sole discretion.
Restrictions may be based on continuous service with ONYX or its subsidiaries
or the achievement of performance goals. Holders of restricted stock are
shareholders of ONYX and have, subject to certain restrictions, all the rights
of shareholders with respect to such shares.

Adjustments. The plan administrator will make proportional adjustments to the
aggregate number of shares issuable under our 1998 option plan and to
outstanding awards in the event of stock splits or other capital adjustments.

Corporate Transactions. In the event of certain corporate transactions, such
as a merger or sale of ONYX, each outstanding option and restricted stock award
will automatically accelerate and become 100% vested immediately before the
corporate transaction, unless the option or restricted stock award is, in
connection with the corporate transaction, assumed by ONYX's successor
corporation or parent thereof. Any option or restricted stock award granted to
an "executive officer," as defined for purposes of Section 16 of the Securities
Exchange Act of 1934, as amended, that is assumed or replaced in the corporate
transaction will automatically accelerate in the event the executive officer
terminates his or her employment for certain specified good reasons, or the
successor corporation terminates the executive officer's employment or services
without cause within two years following the corporate transaction.

1998 Employee Stock Purchase Plan

Our board of directors and shareholders have adopted our employee stock
purchase plan. We will implement the stock purchase plan upon the effectiveness
of this offering. We intend for this plan to qualify under Section 423 of the
Internal Revenue Code. This plan permits eligible employees of ONYX and its
subsidiaries to purchase common stock through payroll deductions of up to 10%
of their compensation. Under this plan, no employee may purchase common stock
worth more than $25,000 in any calendar year, valued as of the first day of
each offering period. In addition, owners of 5% or more of ONYX's or a
subsidiary's common stock may not participate in this plan. We authorized the
issuance under this plan of a total of 500,000 shares of common stock, plus an
automatic annual increase, to be added on the first day of our fiscal year
beginning in 2000, equal to the lesser of (1) 200,000 shares and (2) 1.2% of
the average common shares outstanding as used to calculate fully diluted
earnings per share as reported in ONYX's Annual Report for the preceding year,
or a lesser amount determined by our board of directors. Any shares from
increases in previous years that are not actually issued shall be added to the
aggregate number of shares available for issuance under this plan.

49
<PAGE>

We will implement the stock purchase plan with six-month offering periods.
The first offering period will commence on the effectiveness of this offering.
Subsequent offering periods will begin on each January 1 and July 1. The price
of the common stock purchased under this plan will be the lesser of 85% of the
fair market value on the first day of an offering period and 85% of the fair
market value on the last day of an offering period, except that the purchase
price for the first offering period will be equal to the lesser of 100% of the
initial public offering price of the common stock and 85% of the fair market
value on June 30, 1999. This plan terminates ten years after the date of
adoption by our board of directors, but the board may terminate it at any
earlier time. We have not yet issued any shares of common stock under this
plan.

In the event of a merger, consolidation or acquisition by another corporation
of all or substantially all of our assets, each outstanding option to purchase
shares under the stock purchase plan shall be assumed or an equivalent option
substituted by the successor corporation. If the successor corporation refuses
to assume or substitute for the option, the offering period during which a
participant may purchase stock will be shortened to a specified date before the
proposed merger or sale. Similarly, in the event of a proposed liquidation or
dissolution of ONYX, the offering period during which a participant may
purchase stock will be shortened to a specified date before the date of the
proposed liquidation or dissolution.

1994 Combined Incentive and Nonqualified Stock Option Plan

In April 1994, our board of directors and shareholders adopted our 1994
option plan and reserved an aggregate of 5,000,000 shares of common stock for
grants of stock options under the plan. Our 1994 option plan provides for the
grant of options for common stock to employees, directors, consultants or
independent contractors of ONYX or its subsidiaries. As of December 31, 1998,
options to purchase 3,218,330 shares of common stock were outstanding under our
1994 option plan with exercise prices ranging from $0.10 to $9.00 per share and
options for 1,619,224 shares had been exercised. Simultaneous with the adoption
of the 1998 option plan, our board of directors suspended our 1994 option plan
and determined that no further grants shall be made pursuant to it. Any future
cancellations of options from our 1994 option plan will become available for
future grant under our 1998 option plan.

Our 1994 option plan is administered by our board of directors. Options
granted under our 1994 option plan must be exercised within three months of the
optionee's termination of service (as defined in our 1994 option plan) to or
employment by ONYX, or within one year after the optionee's termination by
death or disability, but in no event later than the expiration of the option
term. Options granted under our 1994 option plan are not transferable by the
optionee, except by will or the laws of descent and distribution, and generally
are exercisable during the optionee's lifetime only by the optionee.

In the event of a merger, consolidation, acquisition of property or stock,
separation, reorganization or liquidation of ONYX, as a result of which the
shareholders receive cash, stock or other property in exchange for their shares
of common stock, the board of directors will determine whether provision will
be made in connection with any such transaction for assumption of the options
under our 1994 option plan or substitution of appropriate new options covering
the stock of the successor corporation or an affiliate of the successor
corporation. If the board of directors determines that no such assumption or
substitution will be made, each outstanding option under our 1994 option plan
will automatically accelerate and become 100% vested and exercisable
immediately before the transaction. Acceleration will not occur, however, if,
in the opinion of our accountants, it would render unavailable "pooling of
interest" accounting for the transaction.

401(k) Plan

We maintain a 401(k) plan that covers all our employees who satisfy certain
eligibility requirements relating to minimum age, length of service and hours
worked. We may make an annual contribution for the benefit of eligible
employees in an amount determined by our board of directors. We have not made
any such contribution to date and have no current plans to do so. Eligible
employees may make pretax elective contributions of up to 15% of their
compensation, subject to maximum limits on contributions prescribed by law.

50
<PAGE>

CERTAIN TRANSACTIONS

Since our inception in February 1994, we have issued shares of preferred
stock in private placement transactions as summarized in the following table:

<TABLE>
<CAPTION>
Shares of Preferred Stock
----------------------------------------------------------
Entities affiliated
Entities with Technology
affiliated with Crossover
Class of Issuance Price Per Foundation Capital Management II, Hillman/Dover
Preferred Stock Date Share Management, L.L.C. L.L.C. Limited Partnership
- --------------- ---------- --------- ------------------ ------------------- -------------------
<S> <C> <C> <C> <C> <C>
Series A March 1996 $1.38 2,174,082 -- --
Series B March 1997 $6.35 314,961 629,922 314,960
</TABLE>

William B. Elmore and Paul G. Koontz, directors of ONYX, are members of
Foundation Capital Management, L.L.C., which is the general partner of
Foundation Capital, L.P. and a member of Foundation Capital Entrepreneurs Fund,
L.L.C. Jay C. Hoag, a director of ONYX, is a managing member of Technology
Crossover Management II, L.L.C., the general partner of Technology Crossover
Ventures II, L.P., TCV II (Q), L.P., Technology Crossover Ventures II, C.V.,
TCV II Strategic Partners, L.P. and TCV II V.O.F. In addition, Foundation
Capital Management, L.L.C. holds a 7.86% interest in TCV II Strategic Partners,
L.P. All outstanding shares of preferred stock will convert into an aggregate
of 3,533,925 shares of common stock upon the closing of this offering.

In connection with the issuances of preferred stock described above, we
entered into the Investors' Rights Agreement with the holders of our preferred
stock and certain principal shareholders of our common stock, including:

. Brent R. Frei, President, Chief Executive Officer and Chairman of the
Board of ONYX, his parents, Ronald and Glenda Frei, his sister, Colleen
Chmelik, and his brother-in-law, James Chmelik;

. Brian J. Janssen, a former director and a principal shareholder of ONYX;

. Todd A. Stevenson, a director of ONYX, and his parents, Leon and Barbara
Stevenson; and

. Michael and Mary Racine, principal shareholders of ONYX.

Pursuant to the terms of this Investors' Rights Agreement, the holders of the
Series B Preferred Stock are entitled to purchase shares in the initial public
offering. The Investors' Rights Agreement also grants certain registration
rights that obligate ONYX, under certain circumstances, to effect a
registration under the Securities Act of shares of common stock. See
"Description of Capital Stock--Registration Rights."

The entities affiliated with Foundation Capital Management, L.L.C. and
Technology Crossover Management II, L.L.C. have expressed a current intent to
exercise their right to purchase shares in this offering, while Hillman/Dover
Limited Partnership has elected to waive its right. The entities affiliated
with Foundation Capital Management, L.L.C. and Technology Crossover Management
II, L.L.C. also have expressed a current intent to purchase in this offering
the shares that Hillman/Dover Limited Partnership has elected not to purchase.

Despite their expressions of intent, the entities affiliated with Foundation
Capital Management, L.L.C. and Technology Crossover Management II, L.L.C. are
under no obligation to purchase any shares in this offering until the earlier
to occur of

. delivery to them of the prospectus filed with the Securities and
Exchange Commission with respect to this offering and

. two hours after the later to occur of (1) effectiveness of the
Registration Statement, of which this prospectus is a part, and (2)
determination of the initial public offering price.

Prior to that time, the entities affiliated with Foundation Capital
Management, L.L.C. and Technology Crossover Management II, L.L.C. can elect not
to purchase shares in this offering for any reason, including as a result of
access to information about ONYX or this offering not known to ONYX or other
potential investors.

51
<PAGE>

Accordingly, ONYX can make no assurance that the entities affiliated with
Foundation Capital Management, L.L.C. and Technology Crossover Management II,
L.L.C. will purchase shares in this offering, and, if any of them do not
purchase shares, the pricing or consummation of this offering could be
adversely affected.

In May 1998, the entities affiliated with Technology Crossover Management II,
L.L.C. entered into a transaction with Ronald and Glenda Frei, the parents of
Brent Frei, who is our chief executive officer, pursuant to which Mr. and Mrs.
Frei
. executed promissory notes to borrow $85,000 from entities affiliated
with Technology Crossover Management II, L.L.C.;

. pledged to the entities affiliated with Technology Crossover Management
II, L.L.C. 56,666 shares of common stock of ONYX to secure such
indebtedness; and

. granted to the entities affiliated with Technology Crossover Management
II, L.L.C. call options to purchase 20,000 shares of common stock at a
per share price of $4.25.

The promissory notes are interest free and no payments are due until May 1,
2003. In connection with this transaction, we agreed to hold in escrow the
shares of ONYX common stock subject to the Freis' call options and pledges. The
call options have been exercised, subject to the closing of this offering. The
exercise price for the call options will be paid by cancellation of the
promissory notes.

In July 1998, Eben W. Frankenberg, an ONYX officer, exercised an option to
purchase 800,000 shares of common stock and paid the exercise price by issuing
a full recourse promissory note to us in the amount of $160,000. The note is
secured by 750,000 shares of the common stock issued upon exercise. The note
accrues interest at the rate of 5.39% per annum and is due in July 2001. To
date, no payments have been made on the note.

In connection with this offering, our board of directors and shareholders
approved amendments to our articles of incorporation that, among other things,
increase by an aggregate of 100,000 the number of shares of common stock
issuable on conversion of our Series B Preferred Stock and eliminate the
minimum per share price threshold for automatic conversion of our preferred
stock upon completion of this offering.

We have entered into separate indemnification agreements with each of our
directors and executive officers.

52
<PAGE>

PRINCIPAL SHAREHOLDERS

The following table summarizes certain information regarding the beneficial
ownership of our outstanding common stock as of December 31, 1998 for

. each person or group that we know owns more than 5% of the common stock,

. each of our directors,

. our chief executive officer,

. the officer whose compensation exceeded $100,000 in 1998, and

. all of our directors and executive officers as a group.

Beneficial ownership is determined in accordance with rules of the Securities
and Exchange Commission and includes shares over which the indicated beneficial
owner exercises voting and/or investment power. Shares of common stock subject
to options currently exercisable or exercisable within 60 days are deemed
outstanding for computing the percentage ownership of the person holding the
options but are not deemed outstanding for computing the percentage ownership
of any other person. Except as otherwise indicated, we believe the beneficial
owners of the common stock listed below, based on information furnished by
them, have sole voting and investment power with respect to the number of
shares listed opposite their names. Unless otherwise indicated, the following
officers, directors and shareholders can be reached at the principal offices of
ONYX.

<TABLE>
<CAPTION>
Percentage of Shares
Outstanding
------------------------
Number of Shares Before After
Name and Address Beneficially Owned Offering Offering
---------------- ------------------ ---------- ----------
<S> <C> <C> <C>
Entities Affiliated with
Foundation Capital
Management, L.L.C.(1).......... 2,679,281 19.86% 16.15%
75 Willow Road
Menlo Park, CA 94025
Brian J. Janssen(2)............. 2,308,895 17.25 14.00
Todd A. Stevenson(3)............ 2,500,000 18.68 15.16
Brent R. Frei(4)................ 2,500,000 18.68 15.16
Michael D. Racine(5)............ 991,105 7.40 6.01
Eben W. Frankenberg(6).......... 800,000 5.98 4.85
Glenda and Ronald Frei(7)....... 708,000 5.29 4.29
Entities Affiliated with
Technology Crossover
Management II, L.L.C.(8)....... 906,589 6.67 5.43
56 Main Street, Suite 210
Millburn, NJ 07041
Ray Bingham..................... -- -- --
William B. Elmore(9)............ 2,679,281 19.86 16.15
Jay C. Hoag(10)................. 906,589 6.67 5.43
Paul G. Koontz(11).............. 2,679,281 19.86 16.15
Daniel R. Santell(12)........... 40,000 * *
Keith D. Brown.................. -- -- --
All directors and executive
officers as a group (13
persons)(13)................... 10,567,550 76.14 62.24
</TABLE>
- --------
* Less than 1%.

53
<PAGE>

(1) Includes 2,514,043 shares issuable upon conversion of the preferred stock
held by entities affiliated with Foundation Capital Management, L.L.C.
Also includes 61,905 shares over which entities affiliated with
Foundation Capital Management, L.L.C. hold call options, which options
have been exercised effective immediately prior to the closing of this
offering. Also includes up to 103,333 shares issuable on exercise of
certain contractual rights of first offer pursuant to the Investors'
Rights Agreement, which rights the entities affiliated with Foundation
Capital Management, L.L.C. have expressed a current interest to exercise.
Foundation Capital Management, L.L.C. is the general partner of
Foundation Capital, L.P. and the manager of Foundation Capital
Entrepreneurs Fund, L.L.C., and thus is deemed to beneficially own such
shares. Messrs. Elmore and Koontz, directors of ONYX, Kathryn Gould,
James Andersen and Michael Schuh are members of Foundation Capital
Management, L.L.C.

(2) Includes 300,000 shares for which Mr. Janssen has sole voting power
pursuant to irrevocable proxies granted to him by various persons and
entities to whom he previously transferred shares of ONYX common stock,
which proxies will terminate upon the closing of this offering. Mr.
Janssen disclaims beneficial ownership of such shares upon termination of
such proxies. Mr. Janssen is a former director of ONYX.

(3) Includes 578,750 shares for which Mr. Stevenson has sole voting power
pursuant to irrevocable proxies granted to him by various persons to whom
he previously transferred shares of ONYX common stock, which proxies will
terminate upon the closing of this offering. Mr. Stevenson disclaims
beneficial ownership of such shares upon termination of such proxies.

(4) Includes 904,900 shares for which Mr. Frei has sole voting power pursuant
to irrevocable proxies granted to him by various persons to whom he
previously transferred shares of ONYX common stock, which proxies will
terminate upon the closing of this offering. Mr. Frei disclaims
beneficial ownership of such shares upon termination of such proxies.

(5) Includes 350,505 shares held jointly with Mr. Racine's spouse. Also
includes 70,300 shares held by the Michael Racine Generation-Skipping
Trust of 1998 and 70,300 shares held by the Mary Racine Generation-
Skipping Trust of 1998, trusts for the benefit of Mr. Racine's children,
for which Mr. Racine has sole voting power pursuant to irrevocable
proxies granted to him, which proxies will terminate upon the closing of
this offering. Mr. Racine disclaims beneficial ownership of the shares
held by such trusts upon termination of such proxies.

(6) Includes 25,000 shares held by the Eben Whitfied Frankenberg Generation-
Skipping Trust of 1998 and 25,000 shares held by the Sarah Shaw
Frankenberg Generation-Skipping Trust of 1998, trusts for the benefit of
Mr. Frankenberg's children, for which Mr. Frankenberg has sole voting
power pursuant to irrevocable proxies granted to him, which proxies will
terminate upon the closing of this offering. Mr. Frankenberg disclaims
beneficial ownership of such shares upon termination of such proxies.

(7) Represents 657,500 shares held by Glenda and Ronald Frei, including
20,000 shares subject to call options held by entities affiliated with
Technology Crossover Management II, L.L.C., which options have been
exercised effective immediately prior to the closing of this offering,
36,500 shares held by their daughter, Kim Frei, a minor, and 14,000
shares held by their son, Mark Frei, a minor. Brent R. Frei currently
exercises sole voting power with respect to these shares pursuant to
irrevocable proxies that will expire upon the closing of this offering.
Glenda and Ronald Frei disclaim beneficial ownership of the shares held
by their minor children.

(8) Includes 679,922 shares issuable upon conversion of the preferred stock
held by entities affiliated with Technology Crossover Management II,
L.L.C. Also includes 20,000 shares over which entities affiliated with
Technology Crossover Management II, L.L.C. hold call options, which
options have been exercised effective immediately prior to the closing of
this offering. Also includes up to 206,667 shares issuable on exercise of
certain contractual rights of first offer pursuant to the Investors'
Rights Agreement, which rights the entities affiliated with Technology
Crossover Management II, L.L.C. have expressed a current intent to
exercise. Technology Crossover Management II, L.L.C. is the general
partner of each of the entities affiliated with Technology Crossover
Management II, L.L.C. and thus is deemed to beneficially own such shares.
Mr. Hoag, a director of ONYX, and Richard H. Kimball are the only
managing members of Technology Crossover Management II, L.L.C.

54
<PAGE>

(9) Includes 2,514,043 shares issuable upon conversion of the preferred stock
held by entities affiliated with Foundation Capital Management, L.L.C.
Also includes 61,905 shares over which entities affiliated with
Foundation Capital Management, L.L.C. hold call options, which options
have been exercised effective immediately prior to the closing of this
offering. Also includes up to 103,333 shares issuable on exercise of
certain contractual rights of first offer pursuant to the Investors'
Rights Agreement, which rights the entities affiliated with Foundation
Capital Management, L.L.C. have expressed a current intent to exercise.
Mr. Elmore is a member of Foundation Capital Management, L.L.C., the
general partner and a manager of the entities affiliated with Foundation
Capital Management, L.L.C. Mr. Elmore disclaims beneficial ownership of
the shares held by the entities affiliated with Foundation Capital
Management, L.L.C., except to the extent of his pecuniary interest
arising from his interest in Foundation Capital Management II, L.L.C.

(10) Includes 679,922 shares issuable upon conversion of the preferred stock
held by entities affiliated with Technology Crossover Management II,
L.L.C. Also includes 20,000 shares over which entities affiliated with
Technology Crossover Management II, L.L.C. hold call options, which
options have been exercised effective immediately prior to the closing of
this offering. Also includes up to 206,667 shares issuable on exercise of
certain contractual rights of first offer pursuant to the Investors'
Rights Agreement, which rights the entities affiliated with Technology
Crossover Management II, L.L.C. have expressed a current intent to
exercise. Mr. Hoag is a managing member of Technology Crossover
Management II, L.L.C., the general partner of each of the entities
affiliated with Technology Crossover Management II, L.L.C. Mr. Hoag
disclaims beneficial ownership of the shares held by entities affiliated
with Technology Crossover Management II, L.L.C., except to the extent of
his pecuniary interest therein arising from his interest in Technology
Crossover Management II, L.L.C.

(11) Includes 2,514,043 shares issuable upon conversion of the preferred stock
held by entities affiliated with Foundation Capital Management, L.L.C.
Also includes 61,905 shares over which entities affiliated with
Foundation Capital Management, L.L.C. hold call options, which options
have been exercised effective immediately prior to the closing of this
offering. Also includes up to 103,333 shares issuable on exercise of
certain contractual rights of first offer pursuant to the Investors'
Rights Agreement, which rights the entities affiliated with Foundation
Capital Management, L.L.C. have expressed a current intent to exercise.
Mr. Koontz is a member of Foundation Capital Management, L.L.C., the
general partner and a manager of the entities affiliated with Foundation
Capital Management, L.L.C. Mr. Koontz disclaims beneficial ownership of
the shares held by the entities affiliated with Foundation Capital
Management, L.L.C., except to the extent of his pecuniary interest
arising from his interest in Foundation Capital Management II, L.L.C.

(12) Represents shares subject to an option exercisable within 60 days of
December 31, 1998.

(13) Includes 181,875 shares subject to options exercisable within 60 days of
December 31, 1998. Also includes 81,905 shares over which entities
affiliated with Foundation Capital Management, L.L.C. and entities
affiliated with Technology Crossover Management II, L.L.C. hold call
options, which options have been exercised immediately prior to the
closing of this offering. Also includes up to 310,000 shares issuable on
exercise of certain contractual rights of first offer pursuant to the
Investors' Rights Agreement, which rights the entities affiliated with
Foundation Capital Management, L.L.C. and the entities affiliated with
Technology Crossover Management II, L.L.C. have expressed a current
intent to exercise.

55
<PAGE>

DESCRIPTION OF CAPITAL STOCK

We are authorized to issue up to 40,000,000 shares of common stock, $0.01 par
value per share, and 10,000,000 shares of preferred stock, $0.01 par value per
share. The following summary of certain provisions of the common stock and
preferred stock is not complete and may not contain all the information you
should consider before investing in the common stock. You should read carefully
our articles of incorporation, which are included as an exhibit to the
Registration Statement, of which this prospectus is a part.

Common Stock

As of December 31, 1998, assuming conversion of all outstanding shares of
preferred stock, there were 13,386,482 shares of common stock outstanding held
of record by 81 shareholders. Following this offering, there will be 16,486,482
shares of common stock outstanding (assuming no exercise of the underwriters'
over-allotment option and no exercise of outstanding options). The holders of
common stock are entitled to one vote per share on all matters to be voted on
by the shareholders. Subject to preferences of any outstanding shares of
preferred stock, the holders of common stock are entitled to receive ratably
any dividends the board of directors declares out of funds legally available
for the payment of dividends. If ONYX is liquidated, dissolved or wound up, the
holders of common stock are entitled to share pro rata all assets remaining
after payment of liabilities and liquidation preferences of any outstanding
shares of preferred stock. Holders of common stock have no preemptive rights or
rights to convert their common stock into any other securities. There are no
redemption or sinking fund provisions applicable to the common stock. All
outstanding shares of common stock are fully paid and nonassessable, and the
shares of common stock to be issued following this offering will be fully paid
and nonassessable.

Preferred Stock

Upon the closing of this offering, all outstanding shares of preferred stock
will be converted into 3,533,925 shares of common stock. Thereafter, pursuant
to our articles of incorporation, the board of directors will have the
authority, without further action by the shareholders, to issue up to
10,000,000 shares of preferred stock in one or more series. The board also has
the authority to fix the designations, powers, preferences, privileges and
relative, participating, optional or special rights and the qualifications,
limitations or restrictions of any preferred stock issues, including dividend
rights, conversion rights, voting rights, terms of redemption and liquidation
preferences, any or all of which may be greater than the rights of the common
stock. The board of directors, without shareholder approval, can issue
preferred stock with voting, conversion or other rights that could adversely
affect the voting power and other rights of the holders of common stock.
Preferred stock could thus be issued quickly with terms that could delay or
prevent a change in control of ONYX or make removal of management more
difficult. Additionally, the issuance of preferred stock may decrease the
market price of the common stock and may adversely affect the voting and other
rights of the holders of common stock. We have no plans to issue any preferred
stock.

Registration Rights

After this offering, the holders of 11,553,511 shares of common stock will be
entitled to certain rights with respect to the registration of such shares
under the Securities Act, pursuant to the Investors' Right Agreement. Under the
terms of the Investors' Rights Agreement, if we propose to register any of our
securities under the Securities Act, either for our own account or for the
account of other security holders exercising registration rights, such holders
are entitled to notice of the registration and to include shares of common
stock in the registration at our expense. Additionally, such holders are
entitled to certain demand registration rights pursuant to which they may
require us to file a registration statement under the Securities Act at our
expense with respect to their shares of common stock. Further, such holders may
require us to file additional registration statements on Form S-3 at our
expense. All of these registration rights are subject to certain conditions and

56
<PAGE>

limitations, among them the right of the underwriters of an offering to limit
the number of shares included in such registration and our right to decline to
effect such a registration before the earlier of March 31, 2000 and six months
after the closing of the initial public offering.

Antitakeover Effects of Certain Provisions of Articles of Incorporation, Bylaws
and Washington Law

As noted above, our board of directors, without shareholder approval, has the
authority under our articles of incorporation to issue preferred stock with
rights superior to the rights of the holders of common stock. As a result,
preferred stock could be issued quickly and easily, could adversely affect the
rights of holders of common stock and could be issued with terms calculated to
delay or prevent a change in control of ONYX or make removal of management more
difficult.

Election and Removal of Directors. Effective with the first annual meeting of
shareholders following this offering, our articles of incorporation provide for
the division of our board of directors into three classes, as nearly as equal
in number as possible, with the directors in each class serving for a three-
year term, and one class being elected each year by our shareholders. Directors
may be removed only for cause. Because this system of electing and removing
directors generally makes it more difficult for shareholders to replace a
majority of the board of directors, it may tend to discourage a third party
from making a tender offer or otherwise attempting to gain control of ONYX and
may maintain the incumbency of the board of directors.

Approval for Certain Business Combinations. Our articles of incorporation
require that certain business combinations (including a merger, share exchange
and the sale, lease, exchange, mortgage, pledge, transfer or other disposition
or encumbrance of a substantial part of our assets other than in the usual and
regular course of business) be approved by the holders of not less than two-
thirds of the outstanding shares, unless such business combination has been
approved by a majority of the board of directors, in which case the affirmative
vote required shall be a majority of the outstanding shares.

Shareholder Meetings. Under our articles of incorporation and bylaws, our
shareholders may call a special meeting only upon the request of holders of at
least 25% of the outstanding shares. Additionally, the board of directors, the
chairman of the board and the president may call special meetings of
shareholders.

Requirements for Advance Notification of Shareholder Nominations and
Proposals. Our bylaws establish advance notice procedures with respect to
shareholder proposals and the nomination of candidates for election as
directors, other than nominations made by or at the direction of the board of
directors or a committee thereof.

Washington law imposes restrictions on certain transactions between a
corporation and certain significant shareholders. Chapter 23B.19 of the
Washington Business Corporation Act prohibits a "target corporation," with
certain exceptions, from engaging in certain significant business transactions
with an "acquiring person," which is defined as a person or group of persons
that beneficially owns 10% or more of the voting securities of the target
corporation, for a period of five years after such acquisition, unless the
transaction or acquisition of shares is approved by a majority of the members
of the target corporation's board of directors prior to the time of
acquisition. Such prohibited transactions include, among other things,

. a merger or consolidation with, disposition of assets to, or issuance or
redemption of stock to or from, the acquiring person;

. termination of 5% or more of the employees of the target corporation as
a result of the acquiring person's acquisition of 10% or more of the
shares; or

. allowing the acquiring person to receive any disproportionate benefit as
a shareholder.

After the five-year period, a "significant business transaction" may occur,
as long as it complies with certain "fair price" provisions of the statute. A
corporation may not "opt out" of this statute. This provision may have the
effect of delaying, deterring or preventing a change in control of ONYX.

57
<PAGE>

Transfer Agent and Registrar

The transfer agent and registrar for the common stock is ChaseMellon
Shareholder Services, L.L.C., Ridgefield Park, New Jersey.

Nasdaq National Market Listing

The common stock has been approved for listing on the Nasdaq National Market
under the symbol "ONXS," subject to official notice of issuance.

58
<PAGE>

SHARES ELIGIBLE FOR FUTURE SALE

Prior to this offering, there has been no public market for the common stock.
We cannot provide any assurance that a significant public market for the common
stock will develop or be sustained after this offering. Future sales of
substantial amounts of common stock in the public market, or the possibility of
such sales occurring, could adversely affect prevailing market prices for the
common stock or our future ability to raise capital through an offering of
equity securities.

After this offering, we will have outstanding 16,486,482 shares of common
stock (16,951,482 shares if the underwriters' over-allotment option is
exercised in full). Of these shares, the 3,100,000 shares that we expect to
sell in this offering (3,565,000 shares if the underwriters' over-allotment
option is exercised in full) will be freely tradable in the public market
without restriction under the Securities Act, unless such shares are held by
"affiliates" of ONYX, as that term is defined in Rule 144 under the Securities
Act.

The remaining 13,386,482 shares of common stock that will be outstanding
after this offering will be restricted shares. We issued and sold the
restricted shares in private transactions in reliance on exemptions from
registration under the Securities Act. Restricted shares may be sold in the
public market only if they are registered or if they qualify for an exemption
from registration under Rule 144 or Rule 701 under the Securities Act, as
summarized below.

Pursuant to certain "lock-up" agreements, all the executive officers,
directors and certain shareholders of ONYX, who collectively hold an aggregate
of 13,336,542 restricted shares, have agreed not to offer, sell, contract to
sell, grant any option to purchase or otherwise dispose of any such shares for
a period of 180 days from the date of this prospectus. We also have entered
into an agreement with the underwriters that we will not offer, sell or
otherwise dispose of common stock for a period of 180 days from the date of
this prospectus.

Ninety days after the date of this prospectus, 49,940 shares that are not
subject to lock-up agreements will be eligible for sale in the public market in
accordance with Rules 144 and 701. On the date of the expiration of the lock-up
agreements, an additional 13,094,314 restricted shares will be eligible for
immediate sale (of which 8,387,170 shares will be subject to certain volume,
manner of sale and other limitations under Rule 144). The remaining 242,228
restricted shares will be eligible for sale pursuant to Rule 144 on the
expiration of various one-year holding periods over the six months following
the expiration of the lock-up period.

Following the expiration of such lock-up periods, certain shares issued upon
exercise of options we granted prior to the date of this prospectus will also
be available for sale in the public market pursuant to Rule 701 under the
Securities Act. Rule 701 permits resales of such shares in reliance upon Rule
144 under the Securities Act but without compliance with certain restrictions,
including the holding-period requirement, imposed under Rule 144. Under Rule
144, beginning 90 days after the date of this prospectus, a person who has
beneficially owned restricted shares for at least one year would be entitled to
sell in any three-month period up to the greater of

. 1% of the then-outstanding shares of common stock (approximately 164,865
shares immediately after this offering) and

. the average weekly trading volume of the common stock during the four
calendar weeks preceding the filing of a Form 144 with respect to such
sale.

Sales under Rule 144 are also subject to certain manner of sale and notice
requirements and to the availability of current public information about ONYX.
Under Rule 144(k), a person who has not been an affiliate of ONYX during the
preceding 90 days and who has beneficially owned the restricted shares for at
least two years is entitled to sell them without complying with the manner of
sale, public information, volume limitation or notice provisions of Rule 144.

59
<PAGE>

We intend to file, after the effective date of this offering, a Registration
Statement on Form S-8 to register up to approximately 9,029,923 shares of
common stock reserved for issuance under our 1994 option plan, our 1998 option
plan and our employee stock purchase plan. The Registration Statement will
become effective automatically upon filing. Shares issued under the foregoing
plans, after the filing of a Registration Statement on Form S-8, may be sold in
the open market, subject, in the case of certain holders, to the Rule 144
limitations applicable to affiliates, the above-referenced lock-up agreements
and vesting restrictions imposed by us.

In addition, following this offering, the holders of 11,553,511 shares of
outstanding common stock will, under certain circumstances, have rights to
require us to register their shares for future sale.

60
<PAGE>

UNDERWRITING

Under the terms and subject to the conditions contained in an underwriting
agreement dated February 11 1999, the underwriters named below, for whom Credit
Suisse First Boston Corporation, SG Cowen Securities Corporation and Piper
Jaffray Inc. are acting as representatives, have severally but not jointly
agreed to purchase from ONYX the following respective numbers of shares of
common stock:

<TABLE>
<CAPTION>
Underwriter Number of Shares
----------- ----------------
<S> <C>
Credit Suisse First Boston Corporation...................... 1,302,000
SG Cowen Securities Corporation............................. 781,200
Piper Jaffray Inc........................................... 520,800
Adams, Harkness & Hill, Inc................................. 62,000
Black & Company, Inc........................................ 62,000
D.A. Davidson & Co.......................................... 62,000
Gruntal & Co., L.L.C........................................ 62,000
Invemed Associates, Inc..................................... 62,000
Ragen MacKenzie Incorporated................................ 62,000
Charles Schwab & Co., Inc................................... 62,000
SoundView Technology Group, Inc............................. 62,000
---------
Total..................................................... 3,100,000
=========
</TABLE>

The underwriting agreement provides that the obligations of the underwriters
are subject to certain conditions precedent and that the underwriters will be
obligated to purchase all the shares of common stock offered hereby (other than
those shares covered by the over-allotment option described below) if any are
purchased. The underwriting agreement provides that, in the event of a default
by an underwriter, in certain circumstances the purchase commitments of
nondefaulting underwriters may be increased or the underwriting agreement may
be terminated.

ONYX has granted to the underwriters a 30-day option to purchase up to
465,000 additional shares at the initial public offering price less the
underwriting discounts and commissions. Such option may be exercised only to
cover over-allotments in the sale of shares of common stock.

ONYX has been advised by the underwriters that they propose to offer the
shares to the public initially at the public offering price set forth on the
cover page of this prospectus and to certain dealers at such price less a
concession of $0.55 per share. The underwriters and such dealers may allow a
discount of $0.10 per share on sales to certain other dealers. After the
initial public offering, the public offering price and concession and discount
to dealers may be changed by the representatives.

The following table summarizes the compensation to be paid to the
underwriters by ONYX, and the expenses payable by ONYX.

<TABLE>
<CAPTION>
Total
-----------------------------
Per Without With
Share Over-allotment Over-allotment
----- -------------- --------------
<S> <C> <C> <C>
Underwriting discounts and commissions
paid by ONYX............................. $0.91 $2,821,000 $3,244,150
Expenses payable by ONYX.................. $0.24 $ 750,000 $ 750,000
</TABLE>

The underwriters have informed ONYX that they do not expect discretionary
sales by the underwriters to exceed 5% of the shares being offered hereby.

ONYX, its officers and directors and certain other shareholders have agreed
that they will not offer, sell, contract to sell, announce their intention to
sell, pledge or otherwise dispose of, directly or indirectly, or file with the
Securities and Exchange Commission a registration statement under the
Securities Act relating to, any additional shares of common stock or securities
convertible into or exchangeable or exercisable for any shares of ONYX without
the prior written consent of Credit Suisse First Boston Corporation for a
period of 180 days

61
<PAGE>

after the date of this prospectus, except in the case of ONYX issuances
pursuant to the exercise of employee stock options outstanding on the date
hereof.

Of the 3,100,000 shares of common stock to be sold in this offering, up to
573,500 shares may be sold, at the price to public set forth on the cover page
of this prospectus, as follows: (1) at the Company's request, up to 263,500
shares for the Company's directors, officers, employees and business associates
and (2) up to an additional 310,000 shares for the holders of our preferred
stock in connection with a preexisting contractual right between the Company
and those holders. As a result, the number of shares of common stock available
for sale to the general public will be reduced to the extent such persons
purchase the reserved shares. The underwriters will offer to the general public
(on the same basis as the other shares to be sold in this offering) any
reserved shares that are not so purchased.

ONYX has agreed to indemnify the underwriters against certain liabilities,
including civil liabilities under the Securities Act, or to contribute to
payments which the underwriters may be required to make in respect thereof.

The common stock has been approved for listing on the Nasdaq National Market,
subject to official notice of issuance.

Prior to this offering, there has been no public market for the common stock.
The initial public offering price was determined by negotiation between ONYX
and the representatives of the underwriters. The principal factors that were
considered in determining the public offering price included: the information
set forth in this prospectus and otherwise available to the representatives;
the history and the prospects for the industry in which ONYX will compete; the
ability of ONYX's management; the prospects for future earnings of ONYX; the
present state of ONYX's development and its current financial condition; the
general condition of the securities markets at the time of this offering; and
the recent market prices of, and the demand for, publicly traded common stock
of generally comparable companies.

The representatives, on behalf of the underwriters, may engage in over-
allotment, stabilizing transactions, syndicate covering transactions and
penalty bids in accordance with Regulation M under the Securities Exchange Act.
Over-allotment involves syndicate sales in excess of the offering size, which
creates a syndicate short position. Stabilizing transactions permit bids to
purchase the underlying security so long as the stabilizing bids do not exceed
a specified maximum. Syndicate covering transactions involve purchases of the
securities in the open market after the distribution has been completed in
order to cover syndicate short positions. Penalty bids permit the
representatives of the underwriters to reclaim a selling concession from a
syndicate member when the securities originally sold by such syndicate member
are purchased in a syndicate covering transaction to cover syndicate short
positions. Such stabilizing transactions, syndicate covering transactions and
penalty bids may cause the price of the securities to be higher than it would
otherwise be in the absence of such transactions. These transactions may be
effected on the Nasdaq National Market or otherwise and, if commenced, may be
discontinued at any time.

NOTICE TO CANADIAN RESIDENTS

Resale Restrictions

The distribution of the common stock in Canada is being made only on a
private placement basis exempt from the requirement that ONYX prepare and file
a prospectus with the securities regulatory authorities in each province where
trades of common stock are effected. Accordingly, any resale of the common
stock in Canada must be made in accordance with applicable securities laws
which will vary depending on the relevant jurisdiction, and which may require
resales to be made in accordance with available statutory exemptions or
pursuant to a discretionary exemption granted by the applicable Canadian
securities regulatory authority. Purchasers are advised to seek legal advice
prior to any resale of the common stock.

62
<PAGE>

Representations of Purchasers

Each purchaser of common stock in Canada who receives a purchase confirmation
will be deemed to represent to ONYX and the dealer from whom such purchase
confirmation is received that (1) such purchaser is entitled under applicable
provincial securities laws to purchase such common stock without the benefit of
a prospectus qualified under such securities laws, (2) where required by law,
such purchaser is purchasing as principal and not as agent, and (3) such
purchaser has reviewed the text above under "Resale Restrictions."

Rights of Action (Ontario Purchasers)

The securities being offered are those of a foreign issuer and Ontario
purchasers will not receive the contractual right of action prescribed by
section 32 of the Regulation under the Securities Act (Ontario). As a result,
Ontario purchasers must rely on other remedies that may be available, including
common law rights of action for damages or rescission or rights of action under
the civil liability provisions of the U.S. federal securities laws.

Enforcement of Legal Rights

All of the issuer's directors and officers, as well as the experts named
herein, may be located outside of Canada and, as a result, it may not be
possible for Canadian purchasers to effect service of process within Canada
upon the issuer or such persons. All or a substantial portion of the assets of
the issuer and such persons may be located outside of Canada and, as a result,
it may not be possible to satisfy a judgment against the issuer or such persons
in Canada or to enforce a judgment obtained in Canadian courts against such
issuer or persons outside of Canada.

Notice to British Columbia Residents

A purchaser of common stock to whom the Securities Act (British Columbia)
applies is advised that such purchaser is required to file with the British
Columbia Securities Commission a report within ten days of the sale of any
common stock acquired by such purchaser pursuant to this offering. Such report
must be in the form attached to British Columbia Securities Commission Blanket
Order BOR #95/17, a copy of which may be obtained from ONYX. Only one such
report must be filed in respect of common stock acquired on the same date and
under the same prospectus exemption.

Taxation and Eligibility for Investment

Canadian purchasers of common stock should consult their own legal and tax
advisors with respect to the tax consequences of an investment in the common
stock in their particular circumstances and with respect to the eligibility of
the common stock for investment by the purchaser under relevant Canadian
legislation.

LEGAL MATTERS

Certain legal matters will be passed on for ONYX by Perkins Coie llp,
Seattle, Washington. Certain legal matters will be passed on for the
underwriters by Wilson Sonsini Goodrich & Rosati, Professional Corporation,
Palo Alto, California.

EXPERTS

Ernst & Young LLP, independent auditors, have audited our consolidated
financial statements and schedule included in this prospectus and Registration
Statement for the years ended December 31, 1996, 1997 and 1998, as set forth in
their reports, which are included in this prospectus and Registration
Statement. Our consolidated financial statements are included herein in
reliance on their reports, given on their authority as experts in accounting
and auditing.

63
<PAGE>

ADDITIONAL INFORMATION

We have filed with the Securities and Exchange Commission a Registration
Statement on Form S-1. This prospectus, which forms a part of the Registration
Statement, does not contain all the information included in the Registration
Statement. Certain information is omitted and you should refer to the
Registration Statement and its exhibits. With respect to references made in
this prospectus to any contract or other document of ONYX, such references are
not necessarily complete and you should refer to the exhibits attached to the
Registration Statement for copies of the actual contract or document. You may
review a copy of the Registration Statement, including exhibits and schedule
filed therewith, at the Securities and Exchange Commission's public reference
facilities in Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington,
D.C. 20549, and at the regional offices of the Securities and Exchange
Commission located at 7 World Trade Center, Suite 1300, New York, New York
10048, and Citicorp Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661. You may also obtain copies of such materials from the Public
Reference Section of the Securities and Exchange Commission, Room 1024,
Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed
rates. The Securities and Exchange Commission maintains a Web site
(http://www.sec.gov) that contains reports, proxy and information statements
and other information regarding registrants, such as ONYX, that file
electronically with the Securities and Exchange Commission.

64
<PAGE>

ONYX SOFTWARE CORPORATION

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

<TABLE>
<S> <C>
Report of Ernst & Young LLP, Independent Auditors........................... F-2
Consolidated Balance Sheets................................................. F-3
Consolidated Statements of Operations....................................... F-4
Consolidated Statements of Shareholders' Equity............................. F-5
Consolidated Statements of Cash Flows....................................... F-6
Notes to Consolidated Financial Statements.................................. F-7
</TABLE>

F-1
<PAGE>

REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

The Board of Directors
ONYX Software Corporation

We have audited the accompanying consolidated balance sheets of ONYX Software
Corporation as of December 31, 1997 and 1998, and the related consolidated
statements of operations, shareholders' equity, and cash flows for each of the
three years in the period ended December 31, 1998. These financial statements
are the responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of ONYX Software
Corporation at December 31, 1997 and 1998, and the consolidated results of its
operations and its cash flows for each of the three years in the period ended
December 31, 1998 in conformity with generally accepted accounting principles.

ERNST & YOUNG LLP

Seattle, Washington
February 4, 1999

F-2
<PAGE>

ONYX SOFTWARE CORPORATION

CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share data)

<TABLE>
<CAPTION>
Pro Forma
Shareholders'
December 31, Equity at
---------------- December 31,
1997 1998 1998
------- ------- -------------
<S> <C> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents...................... $ 3,512 $ 1,853
Securities available-for-sale.................. 2,064 --
Accounts receivable, less allowances of $536
($553 in 1997) ............................... 7,650 13,149
Income tax receivable.......................... 963 --
Prepaid expense and other...................... 397 1,327
------- -------
Total current assets............................ 14,586 16,329
Property and equipment, net..................... 1,264 1,664
Purchased technology............................ -- 3,216
Goodwill........................................ -- 642
Other assets.................................... 102 639
------- -------
Total assets.................................... $15,952 $22,490
======= =======
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable............................... $ 574 $ 1,654
Salary and benefits payable.................... 476 905
Accrued liabilities............................ 902 1,685
Income taxes payable........................... 65 288
Current portion of capital lease obligations... 475 216
Current portion of long-term debt.............. -- 975
Deferred revenue............................... 2,787 6,745
------- -------
Total current liabilities....................... 5,279 12,468
Capital lease obligations, less current
portion........................................ 155 191
Long-term debt, net of current portion.......... -- 4,295
Redeemable convertible preferred stock, issued
and outstanding shares -- 3,433,925
Liquidation value of $11,000 (Note 6).......... 12,070 13,285
Commitments and contingencies
Shareholders' equity (deficit):
Preferred stock, $0.01 par value:
Authorized shares -- 10,000,000
Designated shares -- 3,433,925 (none pro
forma)...................................... -- -- $ --
Common stock, $0.01 par value:
Authorized shares -- 40,000,000
Issued and outstanding shares -- 8,137,876,
and 9,852,557 in 1997 and 1998, respectively
(13,386,482 pro forma)...................... (694) 1,912 15,197
Notes receivable from officers for common
stock......................................... -- (212) (212)
Deferred stock-based compensation.............. (215) (1,785) (1,785)
Accumulated deficit............................ (642) (7,621) (7,621)
Accumulated other comprehensive loss........... (1) (43) (43)
------- ------- -------
Total shareholders' equity (deficit)............ (1,552) (7,749) $ 5,536
------- ------- =======
Total liabilities and shareholders' equity...... $15,952 $22,490
======= =======
</TABLE>

See accompanying notes.

F-3
<PAGE>

ONYX SOFTWARE CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)

<TABLE>
<CAPTION>
Year Ended December 31,
---------------------------
1996 1997 1998
------- -------- --------
<S> <C> <C> <C>
Revenues:
License........................................ $ 6,797 $ 13,191 $ 22,811
Support and service............................ 2,848 6,246 12,299
------- -------- --------
9,645 19,437 35,110
Cost of revenues:
License........................................ 52 250 1,127
Support and service............................ 2,062 5,022 7,927
------- -------- --------
2,114 5,272 9,054
------- -------- --------
Gross margin..................................... 7,531 14,165 26,056
Operating expenses:
Sales and marketing............................ 3,187 11,026 19,656
Research and development....................... 1,170 4,729 8,964
General and administrative..................... 1,109 2,156 4,136
------- -------- --------
Total operating expenses......................... 5,466 17,911 32,756
------- -------- --------
Income (loss) from operations.................... 2,065 (3,746) (6,700)
Interest income.................................. 136 370 147
Interest expense................................. (18) (56) (86)
------- -------- --------
118 314 61
------- -------- --------
Income (loss) before income taxes................ 2,183 (3,432) (6,639)
Income tax provision (benefit)................... 789 (888) 340
------- -------- --------
Net income (loss)................................ 1,394 (2,544) (6,979)
Preferred stock accretion........................ (225) (923) (1,215)
------- -------- --------
Income (loss) available to common shareholders... $ 1,169 $ (3,467) $ (8,194)
======= ======== ========
Earnings (loss) per share:
Basic.......................................... $ 0.15 $ (0.43) $ (0.99)
Diluted........................................ $ 0.14 $ (0.43) $ (0.99)
Pro forma basic and diluted.................... $ (0.59)
Shares used in calculation of earnings (loss) per
share:
Basic.......................................... 8,008 8,068 8,287
Diluted........................................ 8,390 8,068 8,287
Pro forma basic and diluted.................... 11,821
</TABLE>

See accompanying notes.

F-4
<PAGE>

ONYX SOFTWARE CORPORATION

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
(In thousands, except share data)

<TABLE>
<CAPTION>
Notes
Receivable
from Retained Accumulated Total
Common Stock Officers for Deferred Earnings Other Shareholders'
---------------- Common Stock-Based (Accumulated Comprehensive Equity
Shares Amount Stock Compensation Deficit) Loss (Deficit)
--------- ------ ------------ ------------ ------------ ------------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
Balance at January 1,
1996................... 8,000,000 $ 200 $ -- $ -- $ 508 $-- $ 708
Exercise of stock
options............... 10,000 1 -- -- -- -- 1
Preferred stock
accretion............. -- (225) -- -- -- -- (225)
Net income............. -- -- -- -- 1,394 -- 1,394
--------- ------ ----- ------- ------- ---- -------
Balance at December 31,
1996................... 8,010,000 (24) -- -- 1,902 -- 1,878
Exercise of stock
options............... 127,876 24 -- -- -- -- 24
Stock options exchanged
for services.......... -- 14 -- -- -- -- 14
Deferred stock
compensation.......... -- 215 -- (215) -- -- --
Preferred stock
accretion............. -- (923) -- -- -- -- (923)
Comprehensive loss:
Cumulative translation
loss.................. -- -- -- -- -- (1)
Net loss............... -- -- -- -- (2,544) --
Total comprehensive
loss................... (2,545)
--------- ------ ----- ------- ------- ---- -------
Balance at December 31,
1997................... 8,137,876 (694) -- (215) (642) (1) (1,552)
Exercise of stock
options, net of
shareholder loans..... 1,481,348 248 (212) -- -- -- 36
Stock options exchanged
for services.......... -- 9 -- -- -- -- 9
Deferred stock
compensation.......... -- 2,153 -- (2,153) -- -- --
Amortization of
deferred stock
compensation.......... -- -- -- 583 -- -- 583
Issuance of common
stock and options in
connection with
acquisition (Note 2).. 233,333 1,411 -- -- -- -- 1,411
Preferred stock
accretion............. -- (1,215) -- -- -- -- (1,215)
Comprehensive loss:
Cumulative translation
loss.................. -- -- -- -- -- (42)
Net loss............... -- -- -- -- (6,979) --
Total comprehensive
loss................... (7,021)
--------- ------ ----- ------- ------- ---- -------
Balance at December 31,
1998................... 9,852,557 $1,912 $(212) $(1,785) $(7,621) $(43) $(7,749)
========= ====== ===== ======= ======= ==== =======
</TABLE>

See accompanying notes.

F-5
<PAGE>

ONYX SOFTWARE CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)

<TABLE>
<CAPTION>
Year Ended December 31
-------------------------
1996 1997 1998
------- ------- -------
<S> <C> <C> <C>
Operating activities
Net income (loss) available to common
shareholders...................................... $ 1,169 $(3,467) $(8,194)
Adjustments to reconcile net income (loss) to net
cash provided by (used in) operating activities:
Preferred stock accretion........................ 225 923 1,215
Depreciation and amortization.................... 213 689 1,042
Accretion of discounts on investments............ (28) (95) (9)
Deferred income taxes............................ (54) 54 --
Noncash stock-based compensation expense......... -- 14 592
Changes in operating assets and liabilities:
Accounts receivable............................ (2,728) (4,443) (5,350)
Other assets................................... (229) (188) (1,473)
Accounts payable and accrued liabilities....... 526 1,255 1,987
Deferred revenue............................... 813 1,773 3,861
Income taxes................................... 416 (1,487) 1,185
------- ------- -------
Net cash provided by (used in) operating
activities........................................ 323 (4,972) (5,144)
Investing activities
Purchases of securities............................ (1,996) (4,989) --
Proceeds from maturity of securities............... -- 5,045 2,073
Acquisition of EnCyc............................... -- -- (750)
Purchase of technology............................. -- -- (85)
Purchases of property and equipment................ (196) (410) (974)
------- ------- -------
Net cash provided by (used in) investing
activities........................................ (2,192) (354) 264
Financing activities
Proceeds from exercise of stock options............ 1 24 36
Proceeds from line of credit ...................... -- -- 3,963
Payments on capital lease obligations.............. (130) (486) (540)
Payments on long-term debt......................... -- -- (237)
Net proceeds from issuance of Series A preferred
stock............................................. 2,977 -- --
Net proceeds from issuance of Series B preferred
stock............................................. -- 7,945 --
------- ------- -------
Net cash provided by financing activities.......... 2,848 7,483 3,222
Effect of exchange rate changes on cash............ -- (1) (1)
------- ------- -------
Net increase (decrease) in cash and cash
equivalents....................................... 979 2,156 (1,659)
Cash and cash equivalents at beginning of year..... 377 1,356 3,512
------- ------- -------
Cash and cash equivalents at end of year........... $ 1,356 $ 3,512 $ 1,853
======= ======= =======
Supplemental cash flow disclosure
Interest paid...................................... $ 18 $ 62 $ 77
Income taxes paid (refunded), net.................. 426 565 (846)
Fixed assets financed through capital lease
obligations....................................... 808 439 317
Technology purchased through long-term debt........ -- -- 1,544
Issuance of common stock and stock options in
connection with acquisition of EnCyc.............. -- -- 1,411
</TABLE>

See accompanying notes.

F-6
<PAGE>

ONYX SOFTWARE CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. DESCRIPTION OF THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Description of the Company

ONYX Software Corporation and subsidiaries (Company) is a leading provider of
enterprise relationship management solutions. The ONYX enterprise relationship
management solution automates the key functions that enable enterprises to more
effectively acquire, manage and retain customers, partners and other
relationships. The majority of the Company's revenues are from the ONYX
Customer Center product family. The Company was incorporated in the State of
Washington on February 23, 1994 and maintains its headquarters in Bellevue,
Washington.

Principles of Consolidation

The consolidated financial statements include the accounts of the Company and
its foreign subsidiaries. All intercompany accounts and transactions have been
eliminated in consolidation.

Use of Estimates

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect amounts reported in the financial statements. Changes in these
estimates and assumptions may have a material impact on the financial
statements. The Company has used estimates in determining certain provisions,
including uncollectible trade accounts receivable, useful lives for fixed
assets and intangibles, and tax liabilities.

Revenue Recognition

Statement of Position 97-2, Software Revenue Recognition (SOP 97-2), was
issued in October 1997 by the American Institute of Certified Public
Accountants and was amended by Statement of Position 98-4 (SOP 98-4). The
Company adopted SOP 97-2 effective January 1, 1998. Based upon their
interpretation of SOP 97-2 and SOP 98-4, the Company believes its current
revenue recognition policies and practices are consistent with SOP 97-2 and SOP
98-4. However, full implementation guidelines for this standard have not yet
been issued. Once available, such implementation guidance could lead to
unanticipated changes in current revenue accounting practices, and such changes
could materially adversely affect the timing of the Company's future revenues
and earnings. Additionally, the AICPA recently issued SOP 98-9, which provides
certain amendments to SOP 97-2, which is effective for transactions entered
into beginning January 1, 2000. This pronouncement is not expected to
materially impact the Company's revenue recognition practices.

The Company generates revenues through two sources: (1) software license
revenues and (2) service revenues. Software license revenues are generated from
licensing the rights to use the Company's products directly to end-users and
indirectly through sublicense fees from resellers and, to a lesser extent,
through third-party products the Company distributes. Service revenues are
generated from sales of customer support services, consulting and training
services performed for customers that license the Company's products.

Revenues from software license agreements are recognized upon delivery of
software if persuasive evidence of an arrangement exists, collection is
probable, the fee is fixed or determinable, and vendor-specific objective
evidence exists to allocate the total fee to elements of the arrangement.
Vendor-specific objective evidence is typically based on the price charged when
an element is sold separately, or, in the case of an element not yet sold
separately, the price established by authorized management, if it is probable
that the price, once established, will not change before market introduction.
Elements included in multiple element

F-7
<PAGE>

ONYX SOFTWARE CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

arrangements could consist of software products, upgrades, enhancements,
customer support services, or consulting services. If an acceptance period is
required, revenues are recognized upon the earlier of customer acceptance or
the expiration of the acceptance period. The Company enters into reseller
arrangements that typically provide for sublicense fees based on a percentage
of list price. Sublicense fees are generally recognized when reported by the
reseller upon relicensing of the Company's products to end-users. The Company's
agreements with its customers and resellers do not contain product return
rights.

Revenues from customer support services are recognized ratably over the term
of the contract, typically one year. Consulting revenues are primarily related
to implementation services performed on a time-and-materials basis under
separate service arrangements related to the installation of the Company's
software products. Revenues from consulting and training services are
recognized as services are performed. If a transaction includes both license
and service elements, license fee revenues are recognized on shipment of the
software, provided services do not include significant customization or
modification of the base product, and the payment terms for licenses are not
subject to acceptance criteria. In cases where license fee payments are
contingent on the acceptance of services, the Company defers recognition of
revenues from both the license and the service elements until the acceptance
criteria are met.

Cash Equivalents

The Company considers all highly liquid investments with a maturity of three
months or less at the date of purchase to be cash equivalents. The Company's
cash equivalents consist of banker's acceptances with a maturity of three
months or less and money market funds.

Fair Values of Financial Instruments

At December 31, 1998, the Company has the following financial instruments:
cash and cash equivalents, accounts receivable, accounts payable, accrued
liabilities, capital lease obligations and long-term debt. The carrying value
of cash and cash equivalents, accounts receivable, accounts payable and accrued
liabilities approximates their fair value based on the liquidity of these
financial instruments or based on their short-term nature. The carrying value
of capital lease obligations and long-term debt approximates fair value based
on the market interest rates available to the Company for debt of similar risk
and maturities.

Property and Equipment

Property and equipment is stated at cost less accumulated depreciation.
Depreciation and amortization is provided using the straight-line method over
the estimated useful lives of the related assets (or over the lease term if it
is shorter for leasehold improvements), which range from two to seven years.
Leasehold improvements are amortized over the shorter of the lease term or
estimated useful life.

Purchased Technology and Goodwill

Purchased technology represents software source code and software licenses
acquired from third parties. Amortization of purchased technology is provided
on a product-by-product basis over the estimated economic life of the software,
generally three to five years, using the straight-line method. Unamortized
capitalized costs determined to be in excess of the net realizable value of a
product are expensed at the date of such determination.

Goodwill represents the excess of the purchase price over the fair value of
identifiable tangible and intangible assets acquired and is amortized using the
straight-line method over its estimated life of five years. The carrying value
of goodwill is reviewed periodically. In the event that the sum of expected
undiscounted future cash flows is less than the recorded book value, the
carrying value will be reduced to its fair value.

F-8
<PAGE>

ONYX SOFTWARE CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

Research and Development

Research and development costs, which consist primarily of software
development costs, are expensed as incurred. Financial accounting standards
provide for the capitalization of certain software development costs after
technological feasibility of the software is established. Under the Company's
current practice of developing new products and enhancements, the technological
feasibility of the underlying software is not established until substantially
all product development is complete, including the development of a working
model. No such costs have been capitalized because the impact of capitalizing
such costs would not be material.

Concentration of Credit Risk and Major Customers

Financial instruments that potentially subject the Company to a concentration
of credit risk consist principally of accounts receivable. The Company's
customer base is dispersed across many different geographic areas throughout
North America, Europe, Asia Pacific and Latin America and consists of companies
in a variety of industries. During 1996, 1997 and 1998, no single customer
accounted for 10% or more of total revenues. The Company does not require
collateral or other security to support credit sales, but provides an allowance
for bad debts based on historical experience and specifically identified risks.

Foreign Currency Translation

The functional currency of the Company's foreign subsidiaries is the local
currency in the country in which the subsidiary is located. Assets and
liabilities denominated in foreign currencies are translated to U.S. dollars at
the exchange rate in effect on the balance sheet date. Revenues and expenses
are translated at the average rates of exchange prevailing during the year. The
translation adjustment resulting from this process is shown within accumulated
other comprehensive income (loss) as a component of shareholders' equity. Gains
and losses on foreign currency transactions are included in the consolidated
statement of operations as incurred. To date, gains and losses on foreign
currency transactions have not been significant.

Income Taxes

The Company accounts for income taxes under the liability method. Under the
liability method, deferred tax assets and liabilities are determined based on
differences between financial reporting and tax bases of assets and liabilities
and are measured using the enacted tax rates and laws that will be in effect
when the differences are expected to reverse. Valuation allowances are
established, when necessary, to reduce deferred tax assets to the amounts
expected to be realized.

Stock-Based Compensation

The Company has elected to follow Accounting Principles Board Opinion No. 25,
Accounting for Stock Issued to Employees (APB No. 25), and related
interpretations, in accounting for its employee stock options rather than the
alternative fair value accounting allowed by Statement of Financial Accounting
Standards No. 123, Accounting for Stock-Based Compensation (SFAS No. 123). APB
No. 25 provides that the compensation expense relative to the Company's
employee stock options is measured based on the intrinsic value of the stock
option. SFAS No. 123 requires companies that continue to follow APB No. 25 to
provide a pro forma disclosure of the impact of applying the fair value method
of SFAS No. 123 (refer to Note 7).

F-9
<PAGE>

ONYX SOFTWARE CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

Advertising

Advertising costs are expensed as the related promotional materials are
released. Advertising expense was $704,000, $1.6 million and $2.1 million
during the years ended December 31, 1996, 1997 and 1998, respectively.

Earnings Per Share and Pro Forma Earnings Per Share

Basic earnings per share is computed by dividing net income (loss) available
to common shareholders by the weighted average number of common shares
outstanding for the period. Diluted earnings per share reflects the potential
dilution of securities by including other common stock equivalents, including
stock options and redeemable convertible preferred stock, in the weighted
average number of common shares outstanding for a period, if dilutive.

Pro forma earnings per share is computed by dividing net income (loss) by the
weighted average number of common shares outstanding and the weighted average
redeemable convertible preferred stock outstanding as if such shares were
converted into common stock at the time of issuance.

Other Comprehensive Income

In June 1997, the FASB issued SFAS No. 130, Reporting Comprehensive Income,
which establishes standards for reporting and display of comprehensive income
and its components in the financial statements. The only item of other
comprehensive income (loss) which the Company currently reports is foreign
currency translation adjustments.

Business Segments

In June 1997, the FASB issued SFAS No. 131, Disclosures about Segments of an
Enterprise and Related Information, which establishes standards for reporting
information about operating segments in annual financial statements. It also
establishes standards for related disclosures about products and services,
geographic areas and major customers. Information related to segment
disclosures is contained in Note 11.

Derivatives

In June 1998, the FASB issued SFAS No. 133, Accounting for Derivatives and
Hedging Activities, which establishes accounting and reporting standards for
derivative instruments, including certain derivative instruments embedded in
other contracts (collectively referred to as derivatives), and for hedging
activities. Because the Company has never used nor currently intends to use
derivatives, management does not anticipate that the adoption of this new
standard will have a significant effect on earnings or the financial position
of the Company.

F-10
<PAGE>

ONYX SOFTWARE CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

2. ACQUISITION

In September 1998, the Company acquired EnCyc, Inc. (EnCyc), a privately-held
marketing encyclopedia software developer. In exchange for all the outstanding
shares of EnCyc, the Company issued 233,333 shares of its common stock, paid
$500,000 to EnCyc shareholders, and liquidated $250,000 of EnCyc's existing
long-term debt. In addition, in connection with the acquisition, the Company
issued options to EnCyc employees to purchase up to 75,000 shares of common
stock at an exercise price of $5.00 per share. These options have been treated
as part of the purchase price, resulting in a total purchase price of $2.4
million, including direct costs of the acquisition. The acquisition was
accounted for using the purchase method of accounting, and, accordingly, the
results of EnCyc's operations are included in the Company's consolidated
financial statements from the date of acquisition.

A summary of the purchase price for the acquisition is as follows (in
thousands):

<TABLE>
<S> <C>
Common stock and stock options....................................... $1,411
Cash paid to shareholders............................................ 500
Cash paid to liquidate notes payable................................. 250
Accrued direct acquisition costs..................................... 280
------
$2,441
======
</TABLE>

The purchase price was allocated as follows (in thousands):

<TABLE>
<S> <C>
Assets acquired...................................................... $ 248
Liabilities assumed.................................................. (145)
Purchased technology................................................. 1,670
Goodwill............................................................. 668
------
$2,441
======
</TABLE>

To determine the value of the developed technology, the expected future cash
flows of the existing technology products were discounted, taking into account
risks related to the characteristics and applications of each product, existing
and future markets, and assessments of the life cycle stage of each product.
Based on this analysis, the existing technology that had reached technological
feasibility was capitalized. Amounts attributable to purchased technology and
goodwill will be amortized over their estimated useful life of five years on a
straight-line basis.

The unaudited pro forma combined historical results of operations, as if
EnCyc had been acquired on January 1, 1997, are as follows:

<TABLE>
<CAPTION>
Year Ended Year Ended
December 31, 1997 December 31, 1998
-------------------- --------------------
Actual Pro Forma Actual Pro Forma
------- ----------- ------- -----------
(Unaudited) (Unaudited)
(In thousands, except per share data)
<S> <C> <C> <C> <C>
Revenues......................... $19,437 $19,776 $35,110 $35,487
Net loss available to common
shareholders.................... (3,467) (3,946) (8,194) (8,579)
Net loss per share (basic and
diluted)........................ $ (0.43) $ (0.48) $ (0.99) $ (1.02)
</TABLE>

The pro forma information does not purport to be indicative of the results
that would have been attained had these events occurred at the beginning of the
period presented and is not necessarily indicative of future results.

F-11
<PAGE>

ONYX SOFTWARE CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

3. PROPERTY AND EQUIPMENT

Property and equipment consists of the following:

<TABLE>
<CAPTION>
December 31,
---------------
1997 1998
------ -------
(In thousands)
<S> <C> <C>
Computer and office equipment............................... $1,755 $ 2,605
Purchased software.......................................... 170 468
Furniture and fixtures...................................... 129 255
Leasehold improvements...................................... 163 221
------ -------
2,217 3,549
Less accumulated depreciation and amortization.............. (953) (1,885)
------ -------
$1,264 $ 1,664
====== =======
</TABLE>

Included in property and equipment are assets acquired under capital lease
obligations with an original cost of approximately $1.2 million and $1.5
million as of December 31, 1997 and 1998, respectively. Accumulated
amortization on the leased assets was approximately $635,000 and $1.2 million
as of December 31, 1997 and 1998, respectively.

4. LINE OF CREDIT

Accounts Receivable Line of Credit

In August 1998, the Company entered into a revolving credit agreement with
Silicon Valley Bank. The agreement allows the Company to borrow up to $8.0
million, with maximum borrowings not to exceed 80% of eligible receivables as
defined by the agreement. Interest on borrowings is, at the Company's
discretion, at the lender's prime rate or LIBOR plus 2.0% (7.75% at December
31, 1998). Among other provisions, the Company is required to maintain certain
financial covenants, and the agreement restricts the payment of dividends. The
line of credit agreement expires in June 2000. At December 31, 1998, the
Company had borrowed $3.9 million in cash under this credit facility. In
addition, Silicon Valley Bank had issued approximately $280,000 in letters of
credit on behalf of the Company in connection with two lease commitments, which
reduces the amount available under this credit facility.

Equipment Term Loan Facility

In August 1998, the Company entered into an agreement with Silicon Valley
Bank providing a $3.0 million term loan facility, with maximum borrowings not
to exceed invoice amounts for equipment purchased after June 1, 1998, for the
purpose of financing new capital equipment purchases. Interest on borrowings is
at the lender's prime rate plus 0.25% (8.00% at December 31, 1998). The
facility provides for a twelve-month advance period with monthly payments of
interest only, followed by 36 monthly payments of principal plus interest.
Among other provisions, the Company is required to maintain certain financial
covenants, and the agreement restricts the payment of dividends. The equipment
term loan facility expires in August 2002. At December 31, 1998, the Company
had borrowed $63,000 under this credit facility.

Both credit facilities are cross-collateralized by liens against accounts
receivable and specific assets financed by the lender, with a negative pledge
on other assets. The Company was in compliance with all financial covenants of
the credit facilities at December 31, 1998.

F-12
<PAGE>

ONYX SOFTWARE CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

5. LONG-TERM DEBT, COMMITMENTS AND CONTINGENCIES

Leases

The Company leases its facilities under noncancelable operating lease
agreements that expire on various dates through June 2006. The Company leases
certain equipment under noncancelable capital and operating leases that expire
on various dates through July 2001.

Minimum future lease payments under noncancelable capital and operating
leases for the periods ended December 31 pursuant to leases outstanding as of
December 31, 1998 are summarized as follows:

<TABLE>
<CAPTION>
Capital Operating
Leases Leases
------- ---------
(In thousands)
<S> <C> <C>
Year ending December 31:
1999..................................................... $ 234 $ 2,999
2000..................................................... 156 2,746
2001..................................................... 61 2,353
2002..................................................... -- 2,109
2003..................................................... -- 2,095
Thereafter............................................... -- 4,921
----- -------
451 $17,223
=======
Less amount representing interest.......................... (44)
-----
Present value of minimum capital lease obligations......... 407
Less current portion....................................... (216)
-----
Capital lease obligations, less current portion............ $ 191
=====
</TABLE>

Rental expense was approximately $232,000, $1.1 million and $2.3 million in
1996, 1997, and 1998, respectively.

In June 1998, the Company signed a seven-year lease for a new corporate
headquarters in Bellevue, Washington, which is expected to commence July 1999.
The minimum lease payments associated with this lease are included in the
commitments above. The Company has the option to extend the lease for two
additional three-year terms. The Company must provide a $750,000 letter of
credit as security for the lease. If certain working capital requirements are
not met on the commencement date, the Company will be required to provide an
additional $250,000 letter of credit. The letter of credit may be reduced
annually by specified amounts in the lease agreement upon the Company's
achieving certain economic goals. At December 31, 1998, a $250,000 letter of
credit (initial portion of the $750,000 letter of credit referred to above) was
provided by the Company as security for the lease.

Purchased Technology Obligations

In June 1998, the Company entered into a noncancelable agreement with a
third-party software developer to license certain technology which will be
embedded in a future release of the Company's core product. The agreement calls
for eight quarterly payments of $156,000 totaling $1.25 million through April
2000. The initial cost of this technology of $1.25 million has been recorded as
purchased technology with remaining amounts outstanding at December 31, 1998 of
$1,093,000 ($781,000 as a current liability) in the accompanying consolidated
balance sheet. In addition to the installment payments, the agreement calls for
per user royalty payments. There are no minimum per user royalty commitments in
connection with this agreement.

F-13
<PAGE>

ONYX SOFTWARE CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

Upon release of the product with the embedded third-party technology, the
intangible will be expensed on the higher of a per user basis over the
projected product life or straight-line amortization of two years from date of
release.

During 1998, the Company also acquired other technology for which amounts
owing at December 31, 1998 amounted to $214,000.

Other Third-Party License Agreements

The Company has entered into various agreements that allow the Company to
incorporate licensed technology into its products or that allow the Company the
right to sell separately the licensed technology. The Company incurs royalty
fees under these agreements that are based on a predetermined fee per license
sold. Royalty costs incurred under these agreements are recognized as products
are licensed and are included in cost of license revenues. These amounts
totaled $5,000, $156,000 and $900,000 in 1996, 1997 and 1998. As of December
31, 1998, future commitments under these arrangements were not significant.

Contingencies

The Company is subject to legal proceedings and claims in the ordinary course
of business. ONYX Computers, Inc. has filed a lawsuit against the Company
alleging trademark infringement in Canada. The Company is attempting to
negotiate a settlement, but any amount of loss is not estimable and no accrual
has been recorded in the financial statements. An adverse outcome could have a
material adverse effect on the Company's financial position, liquidity, and
results of operations.

6. REDEEMABLE CONVERTIBLE PREFERRED STOCK

The redeemable convertible preferred stock outstanding at December 31, 1997
and 1998 is as follows:

<TABLE>
<CAPTION>
December 31,
---------------
1997 1998
------- -------
(In thousands)
<S> <C> <C>
Series A, par value $0.01 per share, issued and outstanding
2,174,082 shares; net of $23,000 in offering costs, plus
accretion to redemption value............................. $ 3,525 $ 3,880
Series B, par value $0.01 per share, issued and outstanding
1,259,843 shares; net of $55,000 in offering costs, plus
accretion to redemption value............................. 8,545 9,405
------- -------
$12,070 $13,285
======= =======
</TABLE>

Series A Redeemable Convertible Preferred Stock

In March 1996, the Company completed a $3.0 million private placement of
2,174,082 shares of Series A Convertible and Redeemable Preferred Stock (Series
A) at $1.38 per share. Net proceeds from the financing amounted to $2,977,000.
Each share of Series A is convertible into common stock at any time at the
option of the holder using the formula provided in the Articles of
Incorporation (currently at a ratio of one-to-one) or automatically upon the
closing of an initial public offering of the Company's common stock from which
the aggregate proceeds are not less than $20 million and at a price not less
than $4.14 per share.

Holders of Series A have preferential rights over common shareholders to
dividends of $0.138 (10%) per share per annum, when and if declared, and are
entitled to the number of votes equal to the number of shares of common stock
into which their stock could be converted. The Company is not allowed to carry
out certain events, as specified in the Articles of Incorporation, without the
advance consent of the majority of the

F-14
<PAGE>

ONYX SOFTWARE CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

preferred shareholders, as specified in the Articles of Incorporation. In the
event of liquidation, the holders of Series A have preferential rights over
common shareholders to liquidation payments at the original purchase price,
plus declared but unpaid dividends. The Company has not declared any Series A
dividends to date. Holders of Series A have redemption rights on or after
February 1, 2000 that may require the Company to redeem their stock at the
original purchase price, plus declared but unpaid dividends, plus simple
interest at 10% per annum from the date of original issuance of such shares.

Series B Redeemable Convertible Preferred Stock

In March 1997, the Company completed an $8.0 million private placement of
1,259,843 shares of Series B Convertible and Redeemable Preferred Stock (Series
B) at $6.35 per share. Net proceeds from the financing amounted to $7,945,000.
In conjunction with the sales of Series B, the Company entered into amended
Investors' Rights, Voting, and Co-Sale, and Right of First Offer Agreements.
Each share of Series B is convertible into common stock at any time at the
option of the holder, using the formula provided in the Articles of
Incorporation, or automatically upon the closing of an initial public offering.
In December 1998, the Board of Directors authorized a 100,000 increase in the
number of shares of common stock issuable upon conversion of the Series B
Redeemable Convertible Preferred Stock effectively increasing the conversion
ratio from one-to-one to 1.079 to one. The fair value of the 100,000 increase
in the number of shares of common stock issuable upon a conversion of the
Series B Redeemable Convertible Preferred Stock will be accounted for as a
deemed dividend based on the price of stock issued in the initial public
offering, and will be reflected within preferred stock accretion in the
statement of operations.

Under the terms of the agreement, Series B shareholders have rights in
preference to, but otherwise similar to those of, Series A shareholders,
including dividends of $0.635 (10%) per share per annum, when and if declared.
Series B shareholders also have redemption rights on or after February 1, 2000
that may require the Company to redeem their stock at the original purchase
price, plus declared but unpaid dividends, plus simple interest at 10% per
annum from the date of original issuance of such shares. The Company has not
declared any Series B dividends to date.

F-15
<PAGE>

ONYX SOFTWARE CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

7. SHAREHOLDERS' EQUITY

Initial Public Offering

In December 1998, the Board of Directors authorized management to file a
registration statement with the Securities and Exchange Commission to permit
the Company to offer its common stock to the public. In December 1998, the
Company's shareholders also approved the amendment of the Company's Articles
and Bylaws, which included, among other things, an increase in the
capitalization of the Company to 40,000,000 shares of common stock and
10,000,000 shares of preferred stock, each with a par value of $0.01 per share,
and a 100,000 increase in the number of shares of common stock issuable upon
conversion of the Series B Redeemable Convertible Preferred Stock. If the
offering is consummated under terms presently anticipated, all outstanding
shares of redeemable convertible preferred stock will convert into 3,533,925
shares of common stock. Unaudited pro forma shareholders' equity reflects the
assumed conversion of the redeemable convertible preferred stock outstanding at
December 31, 1998 into common stock.

Notes Receivable from Officers

In July 1998, certain officers exercised options to purchase 1,300,000 shares
of common stock and paid the exercise price by issuing promissory notes to the
Company totaling $210,000. These notes, which have been offset against common
stock for financial statement presentation, are due in July 2001 and bear
interest at 5.39%, payable annually. These notes and the interest thereon are
full recourse.

1994 Combined Incentive and Nonqualified Stock Option Plan

Under the terms of the 1994 Combined Incentive and Nonqualified Stock Option
Plan (the 1994 option plan), the Board of Directors may grant incentive and
nonqualified stock options to employees, officers, directors, agents,
consultants, and independent contractors of the Company. There were 5,000,000
shares of common stock reserved under the 1994 option plan. Generally, the
Company grants stock options with exercise prices equal to the fair market
value of the common stock on the date of grant, as determined by the Company's
Board of Directors. Options generally vest over a four and one-half year
period; 25% are exercisable after 18 months, with 12.5% exercisable every six
months thereafter. In December 1997, the Board of Directors made a special
grant of 141,600 options to certain key employees that vest 1.67% after 18
months, and an additional 1.67% at the end of each month thereafter, with the
result that 100% of the options are vested six and one-half years from the date
of grant. Options generally expire ten years from the date of grant. In October
1998, the Board of Directors suspended the 1994 option plan and determined that
no further grants shall be made pursuant to the 1994 option plan (see 1998
Stock Incentive Compensation Plan).

1998 Stock Incentive Compensation Plan

In October 1998, the Board of Directors adopted the 1998 Stock Incentive
Compensation Plan (the 1998 option plan), which was approved by the Company's
shareholders in November 1998. The 1998 option plan provides for both stock
options and restricted stock awards to employees, officers, directors, agents,
advisors, consultants and independent contractors of the Company. There were
1,500,000 shares of common stock reserved under the 1998 option plan and the
plan provides that any options cancelled and returned to the 1994 option plan
shall become available for future grant under the 1998 option plan. The 1998
option plan provides for an annual increase to be added on the first day of
each fiscal year beginning in 2000 equal to the lesser of (a) 1,675,763 shares,
or (b) 5% of the average common shares outstanding used to calculate fully
diluted earnings per share, as reported for the preceding year. Options granted
under the 1998 option plan generally vest and become exercisable 25% 18 months
after the date of grant, and additional 12.5% shall vest at the end of each
six-month period thereafter, with the result that 100% of the options are
vested four and one-half years from the initiation date.

F-16
<PAGE>

ONYX SOFTWARE CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

Stock Option Activity

A summary of stock option activity follows:

<TABLE>
<CAPTION>
Outstanding Options
--------------------
Shares Weighted
Available Number Average
for of Exercise
Grant Shares Prices
---------- ---------- --------
<S> <C> <C> <C>
Balance at January 1, 1996 (exercisable--
165,000)................................. 3,537,000 1,463,000 $0.14
Options granted......................... (1,730,800) 1,730,800 $0.20
Options canceled........................ 75,000 (75,000) $0.16
Options exercised....................... -- (10,000) $0.12
---------- ----------
Balance at December 31, 1996
(exercisable--656,267)................... 1,881,200 3,108,800 $0.18
Options granted......................... (1,091,400) 1,091,400 $0.65
Options canceled........................ 241,248 (241,248) $0.26
Options exercised....................... -- (127,876) $0.19
---------- ----------
Balance at December 31, 1997
(exercisable--1,163,672)................. 1,031,048 3,831,076 $0.31
1998 option plan introduction........... 1,500,000 -- --
Options granted......................... (1,456,660) 1,456,660 $3.53
Options canceled........................ 571,858 (571,858) $0.88
Options exercised....................... -- (1,481,348) $0.17
---------- ----------
Outstanding at December 31, 1998
(exercisable--511,283)................... 1,646,246 3,234,530 $1.72
========== ==========
</TABLE>

The following table summarizes information concerning currently outstanding
and exercisable options at December 31, 1998:

<TABLE>
<CAPTION>
Outstanding Exercisable
---------------------- ------------------
Weighted
Average Weighted
Range of Remaining Average
Exercise Number of Contractual Number of Exercise
Prices Options Life (Years) Options Price
-------- --------- ------------ --------- --------
<S> <C> <C> <C> <C>
$0.10--$0.12 188,500 5.58 46,000 $0.12
$0.20--$0.40 1,013,246 7.53 327,456 0.21
$0.70 696,224 8.12 95,327 0.70
$1.20--$1.50 152,100 9.20 -- --
$2.50--$3.50 644,560 9.44 -- --
$5.00 457,000 9.73 42,500 5.00
$9.00 82,900 9.81 -- --
--------- -------
$0.10--$9.00 3,234,530 8.37 511,283 $0.69
========= =======
</TABLE>

F-17
<PAGE>

ONYX SOFTWARE CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

Pro Forma Disclosure Under SFAS No. 123

Under APB No. 25, because the exercise price of the Company's employee stock
options generally equals the fair value of the underlying stock on the date of
grant, no compensation expense is recognized. Deferred compensation expense of
$215,000 and $2,153,000 was recorded during 1997 and 1998, respectively, for
those situations where the exercise price of an option was lower than the
deemed fair value for financial reporting purposes of the underlying common
stock. The deferred compensation is being amortized over the vesting period of
the underlying options. Amortization of the deferred stock-based compensation
balance of $1.8 million at December 31, 1998 will approximate $882,000,
$489,000, $270,000 and $144,000 the fiscal years ending December 31, 1999,
2000, 2001 and 2002, respectively.

Had the stock compensation expense for the Company's stock option plan been
determined based on the minimum value model using the multiple-option approach,
the Company's net income (loss) would have been adjusted to these pro forma
amounts:

<TABLE>
<CAPTION>
December 31,
--------------------------------
1996 1997 1998
-------------------- ----------
(In thousands, except per share data)
<S> <C> <C> <C> <C>
Net income (loss) available to
common shareholders:
As reported.................... $1,169 $ (3,467) $ (8,194)
SFAS No. 123 pro forma......... $1,136 $ (3,526) $ (8,626)
Diluted earnings (loss) per
share:
As reported--diluted........... $ 0.14 $ (0.43) $ (0.99)
SFAS No. 123 pro forma......... $ 0.14 $ (0.44) $ (1.04)
</TABLE>

The fair value of each option grant is estimated on the date of grant using
the minimum value option pricing model with the following weighted-average
assumptions:

<TABLE>
<CAPTION>
December 31,
-------------------------
1996 1997 1998
------- ------- -------
<S> <C> <C> <C>
Expected dividend yield........................... 0.0% 0.0% 0.0%
Risk-free interest rate........................... 6.5% 5.3% 5.0%
Expected life..................................... 7 years 5 years 5 years
</TABLE>

For purposes of the pro forma disclosures, the estimated weighted average
fair value of the options granted, estimated to be $0.05, $0.15 and $1.15 at
December 31, 1996, 1997 and 1998, respectively, is amortized to expense over
the options' vesting period. Compensation expense recognized in providing
pro forma disclosures may not be representative of the effects on pro forma
earnings for future years because SFAS No. 123 does not apply to stock option
grants made prior to 1995.

F-18
<PAGE>

ONYX SOFTWARE CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

1998 Employee Stock Purchase Plan

In December 1998, the Board of Directors and shareholders approved the 1998
Employee Stock Purchase Plan (the ESPP). The Company will implement it upon the
effectiveness of the initial public offering. The ESPP permits eligible
employees of the Company and its subsidiaries to purchase common stock through
payroll deductions of up to 10% of their compensation. Under the ESPP, no
employee may purchase common stock worth more than $25,000 in any calendar
year, valued as of the first day of each offering period. In addition, owners
of 5% or more of the Company's or a subsidiary's common stock may not
participate in the ESPP. The Company authorized the issuance under the ESPP of
a total of 500,000 shares of common stock, plus an automatic annual increase,
to be added on the first day of the fiscal year beginning in 2000, equal to the
lesser of (a) 200,000 shares, (b) 1.2% of the average common shares outstanding
as used to calculate fully diluted earnings per share as reported in the Annual
Report for the preceding year, or (c) a lesser amount determined by the Board
of Directors. Any shares from increases in previous years that are not actually
issued shall be added to the aggregate number of shares available for issuance
under the ESPP.

The Company will implement the ESPP with six-month offering periods. The
first offering period will commence on the effectiveness of the initial public
offering. Subsequent offering periods will begin on each January 1 and July 1.
The price of the common stock purchased under the ESPP will be the lesser of
85% of the fair market value on the first day of an offering period and 85% of
the fair market value on the last day of an offering period, except that the
purchase price for the first offering period will be equal to the lesser of
100% of the initial public offering price of the common stock and 85% of the
fair market value on June 30, 1999. The ESPP does not have a fixed expiration
date, but the Company's Board of Directors may terminate it at any time. The
Company has not yet issued any shares of common stock under the ESPP.

Common Shares Reserved for Future Issuance

The Company has reserved shares of common stock as of December 31, 1998 as
follows:

<TABLE>
<S> <C>
Stock options...................................................... 4,880,776
Employee Stock Purchase Plan....................................... 500,000
Conversion of redeemable convertible preferred stock:
Series A......................................................... 2,174,082
Series B......................................................... 1,359,843
---------
8,914,701
=========
</TABLE>

F-19
<PAGE>

ONYX SOFTWARE CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

8. EARNINGS PER SHARE

The following represents the calculations for earnings per share:

<TABLE>
<CAPTION>
Year Ended December 31,
---------------------------------------
1996 1997 1998
------------ ------------ ------------
(In thousands, except per share data)
<S> <C> <C> <C>
Net income (loss) (A)............................... $ 1,394 $ (2,544) $ (6,979)
Preferred stock accretion........................... (225) (923) (1,215)
----------- ------------ ------------
Income (loss) available to common shareholders (B).. $ 1,169 $ (3,467) $ (8,194)
=========== ============ ============
Weighted average number of common shares (1)(C)..... 8,008 8,068 8,287
Effect of dilutive securities:
Stock options...................................... 382 ** **
Redeemable convertible preferred stock............. ** ** **
----------- ------------ ------------
Adjusted weighted average shares and assumed
conversions (D).................................... 8,390 8,068 8,287
=========== ============
Pro forma adjustment for redeemable convertible
preferred stock.................................... 3,534
------------
Pro forma weighted average shares (E)............... 11,821
============
Earnings (loss) per share:
Basic (B)/(C)...................................... $ 0.15 $ (0.43) $ (0.99)
Diluted (B)/(D).................................... $ 0.14 $ (0.43) $ (0.99)
Pro forma basic and diluted (A)/(E)................ $ (0.59)
</TABLE>
- --------
(1) For purposes of determining the weighted average number of common shares
outstanding, 1,300,000 shares of restricted common stock acquired through
the July 1998 exercise of stock options in exchange for promissory notes
to the Company are only considered in the calculation of diluted earnings
per share.

** Excluded from the computation of diluted earnings per share given the
effects are antidilutive. Outstanding stock options to purchase 799,764,
3,831,076, and 4,534,530 shares of common stock at December 31, 1996,
1997, and 1998 respectively, were excluded from the computation of diluted
earnings per share because their effect was antidilutive (see Note 7 for
additional stock option information).

F-20
<PAGE>

ONYX SOFTWARE CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

9. INCOME TAXES

Income (loss) before taxes consists of the following:

<TABLE>
<CAPTION>
Year Ended December 31,
---------------------------
1996 1997 1998
------- -------- --------
(In thousands)
<S> <C> <C> <C>
Current:
U.S. ....................................... $ 2,159 $ (3,601) $ (7,495)
Foreign..................................... 24 169 856
------- -------- --------
$ 2,183 $ (3,432) $ (6,639)
======= ======== ========

The provision (benefit) for income taxes consists of the following:

<CAPTION>
Year Ended December 31,
---------------------------
1996 1997 1998
------- -------- --------
(In thousands)
<S> <C> <C> <C>
Current:
Federal..................................... $ 800 $ (1,007) $ --
State and local............................. 37 5 --
Foreign..................................... 6 60 340
------- -------- --------
Total current income taxes.................... 843 (942) 340
Deferred--federal............................. (54) 54 --
------- -------- --------
Income tax provision (benefit)................ $ 789 $ (888) $ 340
======= ======== ========

The effective rate differs from the U.S. federal statutory rate as follows:

<CAPTION>
Year Ended December 31,
---------------------------
1996 1997 1998
------- -------- --------
(In thousands)
<S> <C> <C> <C>
Income tax expense (benefit) at statutory rate
of 34%....................................... $ 742 $ (1,167) $ (2,257)
State taxes, net of federal benefit........... 24 3 --
Losses producing no current tax benefit....... -- 276 2,597
Research and development tax credit........... (22) -- --
Other items, net.............................. 45 -- --
------- -------- --------
Income tax provision (benefit)................ $ 789 $ (888) $ 340
======= ======== ========
</TABLE>

At December 31, 1998, the Company had a domestic net operating loss and
research and development carryforwards of $7.0 million and $520,000,
respectively, which begin to expire in 2017. Utilization of these carryforwards
depends on the recognition of future taxable income. The Company's ability to
utilize net operating loss carryforwards may be limited in the event that a
change in ownership, as defined in the Internal Revenue Code, occurs in the
future. To the extent that any single-year loss is not utilized to the full
amount of the limitation, such unused loss is carried forward to subsequent
years until the earlier of its utilization or the expiration of the relevant
carryforward period.

F-21
<PAGE>

ONYX SOFTWARE CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

Deferred tax assets reflect the net tax effects of temporary differences
between the carrying amounts of assets and liabilities for financial reporting
purposes and the amounts used for income tax purposes. Significant components
of the Company's deferred tax assets and liabilities are as follows:

<TABLE>
<CAPTION>
December 31,
----------------
1997 1998
------- --------
(In thousands)
<S> <C> <C>
Deferred tax assets:
Book reserves in excess of tax........................... $ 246 $ 285
Research and development credit carryforward............. 100 520
Net operating loss carryforward.......................... 170 2,395
------ --------
Total gross deferred tax assets............................ 516 3,200
Less valuation allowance................................... (315) (2,516)
------ --------
201 684
Deferred tax liabilities:
Deductible basis in fixed assets......................... (201) (145)
Purchased technology..................................... -- (539)
------ --------
(201) (684)
------ --------
Net deferred tax assets.................................... $ -- $ --
====== ========
</TABLE>

Since the Company's utilization of these deferred tax assets is dependent on
future profits, which are not assured, a valuation allowance equal to the net
deferred tax assets has been provided. The valuation allowance for deferred tax
assets increased $315,000 and $2.2 million during the years ended December 31,
1997 and 1998, respectively.

10. EMPLOYEE BENEFIT PLAN

The Company maintains a profit-sharing retirement plan for eligible employees
under the provisions of Internal Revenue Code Section 401(k). Participants may
defer up to 15% of their annual compensation on a pretax basis, subject to
maximum limits on contributions prescribed by law. Contributions by the Company
are at the discretion of the Board of Directors. No discretionary contributions
have been made by the Company to date.

F-22
<PAGE>

ONYX SOFTWARE CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

11. INTERNATIONAL OPERATIONS

The Company licenses and markets its products through direct and indirect
channels throughout the world. Information regarding revenues in different
geographic regions is as follows:

<TABLE>
<CAPTION>
Year Ended December 31,
-------------------------
1996 1997 1998
------- -------- --------
(In thousands)
<S> <C> <C> <C>
North America...................................... $ 9,297 $ 18,272 $ 29,918
Rest of World...................................... 348 1,165 5,192
------- -------- --------
Total Revenues..................................... $ 9,645 $ 19,437 $ 35,110
======= ======== ========
</TABLE>

The Company reports operating results based on geographic areas. A summary of
key financial data by segment is as follows:

<TABLE>
<CAPTION>
North Rest of
America World Total
------- ------- -------
(In thousands)
<S> <C> <C> <C>
Year ended December 31, 1998:
Revenues........................................ $29,918 $ 5,192 $35,110
Operating loss.................................. (4,044) (2,656) (6,700)
Interest, net................................... 61 -- 61
Depreciation and amortization................... 998 44 1,042
Purchases of property and equipment............. 816 158 974
Long-lived assets............................... 5,685 476 6,161
Total assets.................................... 21,254 1,236 22,490
Year ended December 31, 1997:
Revenues........................................ $18,272 $ 1,165 $19,437
Operating loss.................................. (2,060) (1,686) (3,746)
Interest, net................................... 314 -- 314
Depreciation and amortization................... 675 14 689
Purchases of property and equipment............. 293 117 410
Long-lived assets............................... 1,232 134 1,366
Total assets.................................... 15,485 467 15,952
</TABLE>

F-23
<PAGE>

[INSIDE BACK COVER]

[ARTWORK APPEARS HERE]

[GRAPHIC DEPICTING THE CUSTOMER LIFECYCLE ACROSS BUSINESS DEPARTMENTS
ACCOMPANIED BY THE FOLLOWING TEXT:

"ONYX Enterprise Relationship Management Today's business increasingly face
competitive and operational challenges such as:

. Intense competition

. Constantly changing technologies

. Rapid growth

. High costs of customer acquisition and retention

ONYX enterprise relationship management solutions enable businesses to
address these issues by:

. Improving the effectiveness of marketing, sales and support efforts

. Organizing data around relationships--not functional departments

. Enabling customer interaction through the Internet

. Front-Office solutions for the real world"]
<PAGE>

[COMPANY LOGO APPEARS HERE]