EXHIBIT 10.12
                                                FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENT

FIRST AMENDMENT TO REGISTRATION
RIGHTS AGREEMENT, dated as of October 13, 2004 (the First
Amendment), by and among, The Riverview Group (the Buyer) and
VA Software Corporation, a Delaware corporation (the Company).
Capitalized terms used and not otherwise defined in this First Amendment shall
have the meaning provided for such terms in the Registration Rights Agreement by
and between such parties and dated November 6, 2003 (the Agreement).

WHEREAS the Buyer and the Company entered into the Agreement;

WHEREAS the Buyer and the Company desire to amend Section 2.f. of the Agreement in its entirety as set forth in this First
Amendment;

WHEREAS pursuant to Section 10 of the Agreement, the undersigned may amend the provisions of the Agreement;

NOW, THEREFORE, in consideration
of the foregoing and the mutual covenants and agreements herein contained,
intending to be legally bound hereby, the parties agree as follows:

1.       The Agreement is herby amended to replace Section 2.f. in its entirety as follows:

Effect of Failure to Obtain and
Maintain Effectiveness of Registration Statement. If (i) a Registration
Statement covering all the Registrable Securities required to be covered thereby
and required to be filed by the Company pursuant to this Agreement is not
declared effective by the SEC on or before the Effectiveness Deadline (an
Effectiveness Failure) or (ii) on any day after such
Registration Statement has been declared effective by the SEC sales of all the
Registrable Securities required to be included on such Registration Statement
cannot be made as a result of a failure of the Company to utilize its reasonable
best efforts (other than pursuant to Section 3(l))(including, without
limitation, because of a failure to keep such Registration Statement effective,
to disclose such information as is necessary for sales to be made pursuant to
such Registration Statement or to register sufficient shares of Common Stock)(a
Maintenance Failure), then, except where such Effectiveness
Failure or Maintenance Failure is as a result of actions or inactions of one or
more Investors or Legal Counsel, as relief for the damages to any holder by
reason of any such delay in or reduction of its ability to sell the underlying
shares of Common Stock, the Company shall pay to each Investor relating to such
Registration Statement: (A) in the event of an Effectiveness Failure, an amount
in cash equal to 2.00% of the total purchase price of the Common Stock purchased
by such Investor pursuant to the Securities Purchase Agreement on the earlier of
each 30 day period following an Effectiveness Failure or the third Business Day
after such Effectiveness Failure is cured, (B) subject to Section 3(l), in
the event of a Maintenance Failure, the Company shall pay each Investor an
amount in cash equal to 2.00% of the total purchase price of the Common Stock
purchased by such Investor pursuant to the Securities Purchase Agreement which
has not yet been disposed of by such Investor on the earlier of each 30 day
period following a Maintenance Failure or the third Business Day after such
Maintenance Failure is cured; provided, however, that if there is an
Effectiveness Failure or a Maintenance Failure as a result of delay caused by
the unreasonable actions of Legal Counsel, no penalty shall be payable
hereunder. Notwithstanding the foregoing, a Maintenance Failure shall not be
deemed to have occurred if such Maintenance Failure is cured within three (3)
Business Days (the Maintenance Failure Grace Period) and
there has been no other Maintenance Failure at any time within the prior 120
days (determined as though there is no Maintenance Failure Grace Period).



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2. Except as specifically amended
in this First Amendment, the Agreement shall remain in full force and effect as
originally constituted and the undersigned shall remain obligated pursuant to
the terms thereunder.

3. This First Amendment may be
executed simultaneously in counterparts, each of which will be deemed an
original but all of which together will constitute one and the same instrument.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK; SIGNATURE PAGE FOLLOWS IMMEDIATELY HEREAFTER]



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IN WITNESS WHEREOF, the Company
and the Buyer have caused this First Amendment to be signed by their respective
officers or directors thereunto duly authorized, all as of the date first
written above.

|VA SOFWARE CORPORATION       
|-----------------------------
|By: /s/ Kathleen R. McElwee  
|Name: Kathleen R. McElwee    
|Title: SVP & CFO             
|BUYER
THE RIVERVIEW GROUP LLC
|By:      /s/ Dan Cardella    
|Name:    Dan Cardella        
|Title:   Portfolio Manager   



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