NEITHER THE ISSUANCE AND SALE OF THE SECURITIES  REPRESENTED BY THIS CERTIFICATE
NOR THE  SECURITIES  INTO  WHICH  THESE  SECURITIES  ARE  EXERCISABLE  HAVE BEEN
REGISTERED  UNDER THE  SECURITIES ACT OF 1933, AS AMENDED,  OR APPLICABLE  STATE
SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE,  SOLD,  TRANSFERRED
OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE  REGISTRATION  STATEMENT  FOR
THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED OR (B) AN OPINION OF
COUNSEL,  IN A FORM  REASONABLY  SATISFACTORY TO VA SOFTWARE  CORPORATION,  THAT
REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE
144 OR RULE 144A UNDER SAID ACT.  NOTWITHSTANDING THE FOREGOING,  THE SECURITIES
MAY BE PLEDGED IN  CONNECTION  WITH A BONA FIDE MARGIN  ACCOUNT OR OTHER LOAN OR
FINANCING ARRANGEMENT SECURED BY THE SECURITIES.

                             VA SOFTWARE CORPORATION

                        Warrant To Purchase Common Stock

Warrant No.:      1
             --------------

Number of Shares:  705,883
Date of Issuance: November 6, 2003 ("Issuance Date")


VA  Software  Corporation,  a  Delaware  corporation  (the  "Company"),   hereby
certifies that, for good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, THE RIVERVIEW GROUP LLC, the registered holder
hereof or its  permitted  assigns,  is entitled,  subject to the terms set forth
below,  to purchase from the Company,  at the Exercise  Price (as defined below)
then in  effect,  upon  surrender  of this  Warrant  to  Purchase  Common  Stock
(including all Warrants to Purchase Common Stock issued in exchange, transfer or
replacement  hereof,  the "Warrant"),  at any time or times on or after the date
hereof,  but not after 11:59 P.M.,  New York Time,  on the  Expiration  Date (as
defined below), Seven Hundred Five Thousand Eight Hundred Eighty Three (705,883)
fully paid nonassessable shares of Common Stock (as defined below) (the "Warrant
Shares"). Except as otherwise defined herein,  capitalized terms in this Warrant
shall have the  meanings  set forth in Section  15.  This  Warrant is one of the
Warrants  to  Purchase  Common  Stock (the "SPA  Warrants")  issued  pursuant to
Section 1 of that certain Securities Purchase Agreement, dated as of November 6,
2003 (the "Initial  Issuance  Date"),  among the Company and the purchasers (the
"Purchasers") referred to therein (the "Securities Purchase Agreement").

         1. EXERCISE OF WARRANT.

                  (a) Mechanics of Exercise. Subject to the terms and conditions
hereof  (including,  without  limitation,  the  limitations set forth in Section
1(f)),  this Warrant may be  exercised by the holder  hereof on any day from and
after the date hereof, in whole or in part, by (i) delivery of a written notice,
in the form  attached  hereto as  Exhibit  A (the  "Exercise  Notice"),  of such
holder's  election to exercise this Warrant,  (ii) (A) payment to the Company of
an amount


<PAGE>

equal to the  applicable  Exercise  Price  multiplied  by the  number of Warrant
Shares as to which this  Warrant is being  exercised  (the  "Aggregate  Exercise
Price") in cash or by wire  transfer of  immediately  available  funds or (B) by
notifying  the  Company  that this  Warrant  is being  exercised  pursuant  to a
Cashless  Exercise (as defined in Section  1(d)) and (iii) the  surrender to the
Company,  on or as soon as  practicable  following  the date the  holder of this
Warrant  delivers  the Exercise  Notice to the  Company,  of this Warrant (or an
indemnification  undertaking in form and substance reasonably  acceptable to the
Company  with  respect  to this  Warrant  in the  case  of its  loss,  theft  or
destruction).  No later than three (3) Business Days following the date on which
the Company has received each of the Exercise  Notice,  the  Aggregate  Exercise
Price (or notice of a Cashless Exercise) and this Warrant (or an indemnification
undertaking  with  respect  to this  Warrant  in the case of its loss,  theft or
destruction) (the "Exercise Delivery Documents"), the Company shall instruct its
transfer agent to (X) issue and deliver to the address specified in the Exercise
Notice,  a certificate,  registered in the name of the holder of this Warrant or
its  designee,  for the number of shares of Common  Stock to which the holder of
this Warrant is entitled  pursuant to such  exercise,  or (Y) provided  that the
Company's  transfer  agent  (the  "Transfer  Agent")  is  participating  in  The
Depository  Trust Company ("DTC") Fast Automated  Securities  Transfer  Program,
upon the request of the holder, credit such aggregate number of shares of Common
Stock to which the holder of this Warrant is entitled  pursuant to such exercise
to the holder's or its designee's  balance  account with DTC through its Deposit
Withdrawal Agent Commission system.  Upon delivery of the Exercise Notice,  this
Warrant and the Aggregate  Exercise Price referred to in clause (ii)(A) above or
notification to the Company of a Cashless  Exercise referred to in Section 1(d),
the holder of this Warrant  shall be deemed for all  corporate  purposes to have
become the holder of record of the  Warrant  Shares  with  respect to which this
Warrant has been exercised as of the date of the Exercise  Notice,  irrespective
of the date of delivery of this Warrant as required by clause (iii) above or the
certificates  evidencing  such Warrant  Shares.  If the number of Warrant Shares
represented by this Warrant submitted for exercise pursuant to this Section 1(a)
is greater than the number of Warrant  Shares being  acquired  upon an exercise,
then the Company  shall as soon as  practicable  and in no event later than five
(5) Business Days after any exercise and at its own expense, issue a new Warrant
(in accordance with Section 7(d))  representing the right to purchase the number
of Warrant  Shares  purchasable  immediately  prior to such exercise  under this
Warrant, less the number of Warrant Shares with respect to which this Warrant is
exercised.  No  fractional  shares  of Common  Stock  are to be issued  upon the
exercise of this Warrant,  but rather the number of shares of Common Stock to be
issued shall be rounded to the nearest whole  number.  The Company shall pay any
and all taxes, including without limitation,  all documentary stamp, transfer or
similar taxes, or other  incidental  expense that may be payable with respect to
the issuance and delivery of Warrant Shares upon exercise of this Warrant.

                  (b) Exercise  Price.  For purposes of this Warrant,  "Exercise
Price" means $6.00, subject to adjustment as provided herein.

                  (c) Company's Failure to Timely Deliver Securities. Subject to
Section 1(f), if the Company shall fail for any reason or for no reason to issue
to the holder,  within three  Business Days of receipt of the Exercise  Delivery
Documents,  a certificate  for the number of shares of Common Stock to which the
holder is entitled or to credit the holder's  balance  account with DTC for such
number  of  shares of Common  Stock to which  the  holder is  entitled  upon the
holder's exercise of this Warrant,  the Company shall pay as additional  damages
in cash to such

                                      -2-
<PAGE>

holder on each day after  such  third  Business  Day that the  issuance  of such
Common Stock  certificate is not timely  effected an amount equal to 0.5% of the
product of (A) the sum of the number of shares of Common Stock not issued to the
holder on a timely basis and to which the holder is entitled and (B) the Closing
Sale Price of the Common Stock on the trading day immediately preceding the last
possible  date which the Company  could have  issued  such  Common  Stock to the
holder without  violating  Section 1(a). In addition,  the holder,  upon written
notice to the Company,  may void its  Exercise  Notice with respect to, and have
returned,  any portion of this Warrant that has not been  exercised  pursuant to
such Exercise Notice;  provided that the voiding of an Exercise Notice shall not
affect the Company's  obligations  to make any payments which have accrued prior
to the date of such notice pursuant to this Section 1(c)(i) or otherwise.

                  (d)  Cashless  Exercise.  Notwithstanding  anything  contained
herein to the contrary,  the holder of this Warrant may, in its sole discretion,
exercise  this  Warrant  in whole or in part  and,  in lieu of  making  the cash
payment  otherwise  contemplated to be made to the Company upon such exercise in
payment of the  Aggregate  Exercise  Price,  elect  instead to receive upon such
exercise the "Net Number" of shares of Common Stock determined  according to the
following formula (a "Cashless Exercise"):


         Net Number = (A x B) - (A x C)
                      -----------------
                              B

     For purposes of the foregoing formula:

         A= the total  number of shares  with  respect to which this  Warrant is
         then being exercised.

         B= the  Closing  Sale  Price  of  the  Common  Stock  (as  reported  by
         Bloomberg) on the date  immediately  preceding the date of the Exercise
         Notice.

         C= the Exercise Price then in effect for the applicable  Warrant Shares
         at the time of such exercise.

                  (e) Disputes. In the case of a dispute as to the determination
of the Exercise Price or the arithmetic  calculation of the Warrant Shares,  the
Company shall promptly issue to the holder the number of Warrant Shares that are
not disputed and resolve such dispute in accordance with Section 12.

                  (f) Limitations on Exercises.

                  (i)  Beneficial  Ownership.  The Company  shall not effect the
         exercise of this  Warrant,  and no Person (as  defined  below) who is a
         holder of this Warrant  shall have the right to exercise  this Warrant,
         to the extent that after giving  effect to such  exercise,  such Person
         (together  with such Person's  affiliates)  would  beneficially  own in
         excess  of  9.99%  of  the  shares  of  the  Common  Stock  outstanding
         immediately

                                      -3-
<PAGE>

         after giving  effect to such  exercise.  For purposes of the  foregoing
         sentence,  the aggregate number of shares of Common Stock  beneficially
         owned by such  Person and its  affiliates  shall  include the number of
         shares of Common  Stock  issuable  upon  exercise of this  Warrant with
         respect to which the  determination of such sentence is being made, but
         shall  exclude  shares of Common Stock which would be issuable upon (i)
         exercise  of  the  remaining,   unexercised  portion  of  this  Warrant
         beneficially  owned by such Person and its affiliates and (ii) exercise
         or conversion of the  unexercised or  unconverted  portion of any other
         securities  of the  Company  beneficially  owned by such Person and its
         affiliates  (including,  without  limitation,  any convertible notes or
         convertible  preferred  stock or warrants)  subject to a limitation  on
         conversion or exercise  analogous to the limitation  contained  herein.
         Except as set forth in the  preceding  sentence,  for  purposes of this
         paragraph,  beneficial ownership shall be calculated in accordance with
         Section 13(d) of the Securities  Exchange Act of 1934, as amended.  For
         purposes of this  Warrant,  in  determining  the number of  outstanding
         shares of Common  Stock a holder may rely on the number of  outstanding
         shares of Common Stock as reflected  in (1) the  Company's  most recent
         Form 10-Q,  Form 10-K or other public  filing with the  Securities  and
         Exchange  Commission,  as the case  may be,  (2) a more  recent  public
         announcement  by the Company or (3) any other  notice by the Company or
         its Transfer  Agent  setting forth the number of shares of Common Stock
         outstanding.  For any  reason at any  time,  upon the  written  or oral
         request of the holder of this  Warrant,  the  Company  shall  within 24
         hours or by the end of the next  Business  Day  confirm  orally  and in
         writing  to the holder of this  Warrant  the number of shares of Common
         Stock then outstanding.  In any case, the number of outstanding  shares
         of Common Stock shall be determined after giving effect to the exercise
         of securities of the Company, including the SPA Warrants, by the holder
         of this  Warrant  and its  affiliates  since the date as of which  such
         number of outstanding shares of Common Stock was reported.  The Company
         shall be entitled  to rely upon the  representations  contained  in the
         Exercise Notice.

                  (ii)  Principal  Market  Regulation.  The Company shall not be
         obligated  to issue any shares of Common  Stock upon  exercise  of this
         Warrant if the  issuance  of such shares of Common  Stock would  exceed
         that number of shares of Common  Stock which the Company may issue upon
         exercise of this Warrant  without  breaching the Company's  obligations
         under the rules or regulations  of the Principal  Market (the "Exchange
         Cap"),  except that such  limitation  shall not apply in the event that
         the Company obtains the approval of its shareholders as required by the
         applicable  rules of the Principal Market for issuances of Common Stock
         in excess of such amount. Until such approval is obtained, no Purchaser
         shall be issued,  upon exercise of any SPA  Warrants,  shares of Common
         Stock  in an  amount  greater  than the  product  of the  Exchange  Cap
         multiplied by a fraction, the numerator of which is the total number of
         shares of  Common  Stock  underlying  the SPA  Warrants  issued to such
         Purchaser pursuant to the Securities  Purchase Agreement on the Initial
         Issuance Date and the  denominator of which is the aggregate  number of
         shares  of  Common  Stock  underlying  all the  Warrants  issued to the
         Purchasers pursuant to the Securities Purchase Agreement on the Initial
         Issuance  Date  (with  respect to each  Purchaser,  the  "Exchange  Cap
         Allocation").  In the event that any Purchaser  shall sell or otherwise
         transfer any of such Purchaser's SPA Warrants,  the transferee shall be
         allocated  a  pro  rata  portion  of  such  Purchaser's   Exchange  Cap
         Allocation,  and the  restrictions of the prior sentence shall apply to
         such  transferee  with  respect  to the  portion  of the  Exchange  Cap
         Allocation  allocated to such

                                      -4-
<PAGE>

         transferee. In the event that any holder of SPA Warrants shall exercise
         all of such  holder's  SPA  Warrants  into a number of shares of Common
         Stock which, in the aggregate,  is less than such holder's Exchange Cap
         Allocation,  then the  difference  between such  holder's  Exchange Cap
         Allocation and the number of shares of Common Stock actually  issued to
         such  holder  shall  be  allocated  to  the  respective   Exchange  Cap
         Allocations  of the  remaining  holders of SPA  Warrants  on a pro rata
         basis in  proportion to the shares of Common Stock  underlying  the SPA
         Warrants  then held by each such holder.  In the event that the Company
         is  prohibited  from  issuing any Warrant  Shares for which an Exercise
         Notice has been  received as a result of the rules and  regulations  of
         the  Principal  Market,  the  Company  shall pay cash in  exchange  for
         cancellation of such Warrant Shares, at a price per Warrant Share equal
         to the difference between the Closing Sale Price and the Exercise Price
         as of the date of the attempted exercise.

                  (g) Forced  Exercise.  Notwithstanding  the foregoing,  in the
event  that  at any  time  following  the  effective  date  of the  Registration
Statement filed pursuant to Section 2(a) of the Registration  Rights  Agreement,
the Conditions to Cancellation  of Right to Exercise  Warrant (as defined below)
are satisfied, then the Company shall have the right to send a written notice to
the holder hereof on the Business Day  immediately  after the  Measuring  Period
indicating  that the right of the holder to further  exercise  this Warrant will
terminate on the twentieth (20th) trading day (the "Warrant  Cancellation Date")
following receipt of such written notice as to the Warrants for which the holder
has not delivered an Exercise Notice as of such termination date. "Conditions to
Cancellation of Right to Exercise Warrant " means the following conditions:  (i)
on each day during the period beginning on the first day of the Measuring Period
(as defined below) and ending on the Warrant Cancellation Date, the Registration
Statement registering the Registrable Securities (as defined in the Registration
Rights  Agreement) shall be effective and available for the sale of at least all
of the  Registrable  Securities  required to be  included  in such  Registration
Statement  and there  shall not have  been any Grace  Periods;  (ii) on each day
during the  period  beginning  on the  Initial  Issuance  Date and ending on the
Warrant  Cancellation  Date, the Common Stock is designated for quotation on the
Principal Market and shall not have been suspended from trading on such exchange
or market (other than  suspensions of not more than one day and occurring  prior
to the Warrant  Cancellation Date due to business  announcements by the Company)
nor on each day during the period  beginning  on the first day of the  Measuring
Period (as  defined  below) and ending on the  Warrant  Cancellation  Date shall
delisting or suspension  by such  exchange or market been  threatened or pending
either  (A) in writing by such  exchange  or market or (B) by falling  below the
minimum  listing  maintenance  requirements  of such  exchange or market;  (iii)
during the  period  beginning  on the  Initial  Issuance  Date and ending on and
including the Warrant  Cancellation  Date,  there shall not have occurred (A) an
event   that  would   cause  the   Company  to  be  in  breach  of  any  of  its
representations,  warranties  or  covenants  as if the  Company  had  made  such
representation,  warranty  or  covenant  or any  such  date  or (B)  the  public
announcement  of a pending,  proposed or intended  Organic  Change,  unless such
pending,  proposed or intended Organic Change has been terminated,  abandoned or
consummated and the Company has publicly announced such termination, abandonment
or consummation of such Organic Change;  (iv) during the period beginning on the
Initial Issuance Date and ending on and including the Warrant Cancellation Date,
the Company shall have delivered unrestricted shares of Common Stock upon resale
of the Common  Shares (as  defined in the  Securities  Purchase  Agreement)  and
Warrant  Shares upon

                                      -5-
<PAGE>

exercise of the Warrants to the holders on a timely basis; (v) the Company shall
have no  knowledge  of any fact that  would  cause the  Registration  Statements
required  pursuant to the Registration  Rights Agreement not to be effective and
available  for  the  sale  of at  least  all of the  Registrable  Securities  in
accordance with the terms of the Registration Rights Agreement; (vi) the Company
otherwise  shall  have  been in  material  compliance  with and  shall  not have
breached,  in any material respect, any provision,  covenant,  representation or
warranty of the Securities Purchase Agreement, the Registration Rights Agreement
and any of the Warrants; and (vii) the Closing Sale Price for any 20 consecutive
trading  days  (the  "Measuring  Period")  is equal to or  greater  than  $12.00
(subject to adjustment  for stock splits,  stock  dividends,  recapitalizations,
combinations, reverse stock splits or other similar events).

         2.  ADJUSTMENT  OF  EXERCISE  PRICE AND NUMBER OF WARRANT  SHARES.  The
Exercise  Price and the number of Warrant  Shares shall be adjusted from time to
time as follows:

                  (a) Upon  Subdivision Or  Combination Of Common Stock.  If the
Company at any time after the date of issuance of this  Warrant  subdivides  (by
any stock split,  stock  dividend,  recapitalization  or otherwise)  one or more
classes  of its  outstanding  shares of Common  Stock  into a greater  number of
shares,  the Exercise Price in effect immediately prior to such subdivision will
be   proportionately   reduced  and  the  number  of  Warrant   Shares  will  be
proportionately increased. If the Company at any time after the date of issuance
of this Warrant combines (by combination,  reverse stock split or otherwise) one
or more classes of its outstanding  shares of Common Stock into a smaller number
of shares,  the Exercise Price in effect  immediately  prior to such combination
will be  proportionately  increased  and the  number of Warrant  Shares  will be
proportionately  decreased.  Any adjustment under this Section 2(b) shall become
effective at the close of business on the date the  subdivision  or  combination
becomes effective.

                  (b) Other Considerations.  All calculations under this Section
2 shall be made by the Company in good faith.

         3. [Intentionally Omitted.]

         4.    ORGANIC    CHANGE.    Any    recapitalization,    reorganization,
reclassification, consolidation, merger, sale of all or substantially all of the
Company's assets to another Person or other  transaction,  in each case which is
effected  in such a way that  holders of Common  Stock are  entitled  to receive
securities or assets with respect to or in exchange for Common Stock is referred
to herein as an  "Organic  Change."  Subject to Section  4(k) of the  Securities
Purchase  Agreement,  prior  to the  consummation  of  any  (i)  sale  of all or
substantially  all of the Company's  assets to an acquiring Person or (ii) other
Organic  Change  following  which the  Company is not a  surviving  entity,  the
Company will secure from the Person purchasing such assets or the Person issuing
the securities or providing the assets in such Organic Change (in each case, the
"Acquiring Entity") a written agreement to deliver to the holder of this Warrant
in exchange for this Warrant,  a security of the Acquiring Entity evidenced by a
written instrument  substantially similar in form and substance to this Warrant.
In the event that an Acquiring Entity is directly or indirectly  controlled by a
company or entity  whose  common  stock or similar  equity  interest  is listed,
designated or quoted on a securities  exchange or trading market,  the holder of
this

                                      -6-
<PAGE>

Warrant may elect to treat such Person as the  Acquiring  Entity for purposes of
this Section 4(b).  Prior to the  consummation of any other Organic Change,  the
Company  shall be  required  to make  appropriate  provision  to ensure that the
holder of this Warrant  thereafter will have the right to acquire and receive in
lieu of or in  addition  to (as the  case may be) the  shares  of  Common  Stock
immediately  theretofore  acquirable  and  receivable  upon the exercise of this
Warrant  (without  regard to any  limitations  on the  exercise of this  Warrant
including  those set forth in Sections  1(e)(i) and  1(e)(ii) of this  Warrant),
such  shares of stock,  securities  or assets  that  would  have been  issued or
payable in such Organic  Change with respect to or in exchange for the number of
shares of Common Stock which would have been  acquirable and receivable upon the
exercise of this Warrant as of the date of such Organic Change  (without  regard
to any limitations on the exercise of this Warrant  including those set forth in
Sections 1(e)(i) and 1(e)(ii) of this Warrant).

         5.  NONCIRCUMVENTION.  The Company hereby covenants and agrees that the
Company will not, by amendment of its  Certificate of  Incorporation  or through
any  reorganization,  transfer of assets,  consolidation,  merger,  dissolution,
issue or sale of securities,  or any other  voluntary  action,  avoid or seek to
avoid the  observance or  performance  of any of the terms of this Warrant,  and
will at all times in good faith carry out all the provisions of this Warrant and
take all action as may be  required  to protect the rights of the holder of this
Warrant.  Without limiting the generality of the foregoing, the Company (i) will
not  increase the par value of any shares of Common  Stock  receivable  upon the
exercise of this Warrant above the Exercise Price then in effect, (ii) will take
all such actions as may be necessary  or  appropriate  in order that the Company
may  validly and legally  issue  fully paid and  nonassessable  shares of Common
Stock upon the exercise of this  Warrant,  and (iii) will, so long as any of the
SPA  Warrants  are  outstanding,  take all action  necessary to reserve and keep
available  out of its  authorized  and  unissued  Common  Stock,  solely for the
purpose of  effecting  the exercise of the SPA  Warrants,  120% of the number of
shares of Common  Stock as shall  from time to time be  necessary  to effect the
exercise of the SPA Warrants then outstanding (without regard to any limitations
on  exercise)  in  accordance  with  Section  3(c)  of the  Securities  Purchase
Agreement.

         6. WARRANT HOLDER NOT DEEMED A STOCKHOLDER.  No holder,  solely in such
Person's  capacity  as a holder,  of this  Warrant  shall be entitled to vote or
receive  dividends  or be deemed  the  holder of shares of the  Company  for any
purpose,  nor shall  anything  contained  in this Warrant be construed to confer
upon the holder  hereof,  solely in such  Person's  capacity as a holder of this
Warrant, any of the rights of a shareholder of the Company or any right to vote,
give or withhold  consent to any corporate  action (whether any  reorganization,
issue of stock, reclassification of stock, consolidation,  merger, conveyance or
otherwise),  receive  notice of  meetings,  receive  dividends  or  subscription
rights, or otherwise, prior to the issuance to the holder of this Warrant of the
Warrant  Shares  which such  Person is then  entitled  to  receive  upon the due
exercise of this Warrant.  In addition,  nothing contained in this Warrant shall
be  construed  as  imposing  any  liabilities  on such  holder to  purchase  any
securities  (upon  exercise of this Warrant or otherwise) or as a stockholder of
the  Company,  whether  such  liabilities  are  asserted  by the  Company  or by
creditors of the Company.

         7. REISSUANCE OF WARRANTS.

                  (a) Transfer of Warrant. If this Warrant is to be transferred,
the holder shall  surrender  this Warrant to the Company,  whereupon the Company
will forthwith  issue and

                                      -7-
<PAGE>

deliver  upon  the  order  of the  holder  of this  Warrant  a new  Warrant  (in
accordance  with  Section  7(d)),  registered  as the holder of this Warrant may
request,  representing  the right to purchase the number of Warrant Shares being
transferred  by the Holder and, if less then the total number of Warrant  Shares
then underlying this Warrant is being transferred,  a new Warrant (in accordance
with  Section  7(d)) to the  holder of this  Warrant  representing  the right to
purchase the number of Warrant Shares not being transferred.

                  (b) Lost,  Stolen or  Mutilated  Warrant.  Upon receipt by the
Company of evidence  reasonably  satisfactory to the Company of the loss, theft,
destruction  or mutilation of this Warrant,  and, in the case of loss,  theft or
destruction, of any indemnification undertaking by the holder of this Warrant to
the Company in form and substance  reasonably  acceptable to the Company and, in
the case of mutilation,  upon surrender and  cancellation  of this Warrant,  the
Company  shall  execute and  deliver to the Holder a new Warrant (in  accordance
with Section 7(d))  representing  the right to purchase the Warrant  Shares then
underlying this Warrant.

                  (c) Warrant  Exchangeable for Multiple Warrants.  This Warrant
is exchangeable,  upon the surrender hereof by the holder of this Warrant at the
principal  office of the Company,  for a new Warrant or Warrants (in  accordance
with  Section  7(d))  representing  in the  aggregate  the right to purchase the
number of Warrant Shares then underlying this Warrant, and each such new Warrant
will  represent the right to purchase such portion of such Warrant  Shares as is
designated  by the  holder  of this  Warrant  at the  time  of  such  surrender;
provided,  however, that no Warrants for fractional shares of Common Stock shall
be given.

                  (d) Issuance of New Warrants. Whenever the Company is required
to issue a new Warrant  pursuant to the terms of this Warrant,  such new Warrant
(i) shall be of like tenor with this Warrant, (ii) shall represent, as indicated
on the face of such new Warrant,  the right to purchase the Warrant  Shares then
underlying  this Warrant (or in the case of a new Warrant being issued  pursuant
to Section 7(a) or Section 7(c), the Warrant Shares  designated by the holder of
this  Warrant  which,  when  added to the  number  of  shares  of  Common  Stock
underlying the other new Warrants issued in connection with such issuance,  does
not exceed the number of Warrant Shares then  underlying  this  Warrant),  (iii)
shall have an issuance date, as indicated on the face of such new Warrant, which
is the same as the  Issuance  Date,  and (iv)  shall  have the same  rights  and
conditions as this Warrant.

         8. NOTICES. Whenever notice is required to be given under this Warrant,
unless otherwise provided herein,  such notice shall be given in accordance with
Section 9(f) of the Securities Purchase Agreement. The Company shall provide the
holder of this Warrant with prompt  written notice of all actions taken pursuant
to this Warrant, including in reasonable detail a description of such action and
the reason  therefor.  Without  limiting the  generality of the  foregoing,  the
Company will give written  notice to the holder of this Warrant (i)  immediately
upon any adjustment of the Exercise Price,  setting forth in reasonable  detail,
and  certifying,  the  calculation of such  adjustment and (ii) at least fifteen
days prior to the date on which the  Company  closes its books or takes a record
(A) with respect to any dividend or distribution upon the Common Stock, (B) with
respect to any grants, issues or sales of any Options, Convertible Securities or
rights to purchase stock,  warrants,  securities or other property to holders of
Common Stock or (C) for determining rights to vote with respect to any Change of
Control  (as  defined in the  Securities  Purchase  Agreement),  dissolution  or
liquidation, provided in each case

                                      -8-
<PAGE>

that  such  information  shall  be  made  known  to the  public  prior  to or in
conjunction with such notice being provided to such holder.

         9.  AMENDMENT  AND WAIVER.  Except as otherwise  provided  herein,  the
provisions  of this  Warrant  may be amended and the Company may take any action
herein prohibited, or omit to perform any act herein required to be performed by
it, only if the Company has obtained  the written  consent of the holders of SPA
Warrants  representing  at  least a  majority  of the  shares  of  Common  Stock
obtainable upon exercise of the SPA Warrants then outstanding;  provided that no
such action may increase  the exercise  price of any SPA Warrant or decrease the
number of shares or class of stock  obtainable  upon exercise of any SPA Warrant
without the written  consent of the holder of this  Warrant.  No such  amendment
shall be effective to the extent that it applies to less than all of the holders
of the SPA Warrants then outstanding.

         10.  GOVERNING  LAW.  This Warrant  shall be construed  and enforced in
accordance  with,  and all  questions  concerning  the  construction,  validity,
interpretation  and  performance  of this  Warrant  shall be  governed  by,  the
internal laws of the State of New York,  without  giving effect to any choice of
law or conflict of law  provision  or rule  (whether of the State of New York or
any other  jurisdictions)  that would cause the  application  of the laws of any
jurisdictions other than the State of New York.

         11. CONSTRUCTION;  HEADINGS. This Warrant shall be deemed to be jointly
drafted by the Company and all the Purchasers and shall not be construed against
any  person  as the  drafter  hereof.  The  headings  of  this  Warrant  are for
convenience   of   reference   and  shall  not  form  part  of,  or  affect  the
interpretation of, this Warrant.

         12.  DISPUTE   RESOLUTION.   In  the  case  of  a  dispute  as  to  the
determination of the Exercise Price or the arithmetic calculation of the Warrant
Shares,  the Company  shall submit the  disputed  determinations  or  arithmetic
calculations via facsimile within three Business Days of receipt of the Exercise
Notice  giving rise to such  dispute,  as the case may be, to the holder of this
Warrant.  If the holder of this Warrant and the Company are unable to agree upon
such  determination  or  calculation of the Exercise Price or the Warrant Shares
within  three  Business  Days  of  such  disputed  determination  or  arithmetic
calculation being submitted to the Holder,  then the Company shall,  within five
Business  Days submit via  facsimile,  by courier or in person (a) the  disputed
determination of the Exercise Price to an independent, reputable investment bank
selected by the Company  and  approved by the holder of this  Warrant or (b) the
disputed  arithmetic   calculation  of  the  Warrant  Shares  to  the  Company's
independent,  outside accountant. The Company shall cause the investment bank or
the  accountant,   as  the  case  may  be,  to  perform  the  determinations  or
calculations  and notify the Company and the Holder of the results no later than
ten  Business  Days from the time it receives  the  disputed  determinations  or
calculations.   Such  investment   bank's  or  accountant's   determination   or
calculation,  as the  case may be,  shall be  binding  upon all  parties  absent
demonstrable  error. The costs and expenses of such determination shall be borne
by the party whose  calculations were furthest from those of the investment bank
or  accountants  as the case may be as  determined  by such  investment  bank or
accountant, as the case may be.

         13. REMEDIES,  OTHER  OBLIGATIONS,  BREACHES AND INJUNCTIVE RELIEF. The
remedies  provided in this Warrant  shall be  cumulative  and in addition to all
other

                                      -9-
<PAGE>

remedies available under this Warrant,  the Securities Purchase  Agreement,  the
SPA  Securities  and the  Registration  Rights  Agreement,  at law or in  equity
(including a decree of specific performance and/or other injunctive relief), and
nothing  herein  shall  limit the right of the holder of this  Warrant  right to
pursue actual damages for any failure by the Company to comply with the terms of
this Warrant.  The Company  acknowledges  that a breach by it of its obligations
hereunder will cause irreparable harm to the holder of this Warrant and that the
remedy at law for any such  breach  may be  inadequate.  The  Company  therefore
agrees that, in the event of any such breach or threatened breach, the holder of
this Warrant shall be entitled,  in addition to all other available remedies, to
an injunction  restraining any breach, without the necessity of showing economic
loss and without any bond or other security being required.

         14.  TRANSFER.  Subject to compliance  with any  applicable  securities
laws,  this  Warrant  may be offered  for sale,  sold,  transferred  or assigned
without  the  consent of the  Company,  except as may  otherwise  be required by
Section 2(f) of the Securities Purchase Agreement.

         15. CERTAIN  DEFINITIONS.  For purposes of this Warrant,  the following
terms shall have the following meanings:

         "Bloomberg" means Bloomberg Financial Markets.

         "Business Day" means any day other than  Saturday,  Sunday or other day
on which  commercial banks in The City of New York are authorized or required by
law to remain closed.

         "Closing Bid Price" and "Closing Sale Price" means, for any security as
of any  date,  the  last  closing  bid  price  and  last  closing  trade  price,
respectively,  for  such  security  on the  Principal  Market,  as  reported  by
Bloomberg,  or, if the Principal  Market begins to operate on an extended  hours
basis and does not  designate  the closing bid price or the closing trade price,
as the case may be, then the last bid price or last trade  price,  respectively,
of such security prior to 4:00:00 p.m., New York Time, as reported by Bloomberg,
or, if the Principal Market is not the principal  securities exchange or trading
market  for such  security,  the last  closing  bid price or last  trade  price,
respectively,  of such security on the principal  securities exchange or trading
market where such security is listed or traded as reported by  Bloomberg,  or if
the  foregoing  do not apply,  the last  closing bid price or last trade  price,
respectively,  of such security in the over-the-counter market on the electronic
bulletin board for such security as reported by Bloomberg, or, if no closing bid
price or last trade  price,  respectively,  is  reported  for such  security  by
Bloomberg,  the average of the bid prices, or the ask prices,  respectively,  of
any market  makers for such  security as  reported in the "pink  sheets" by Pink
Sheets LLC (formerly the National  Quotation  Bureau,  Inc.). If the Closing Bid
Price or the  Closing  Sale  Price  cannot be  calculated  for a  security  on a
particular  date on any of the  foregoing  bases,  the  Closing Bid Price or the
Closing Sale Price,  as the case may be, of such  security on such date shall be
the fair market value as mutually  determined by the Company and the Holder.  If
the  Company  and the Holder are unable to agree upon the fair  market  value of
such security,  then such dispute shall be resolved  pursuant to Section 12. All
such determinations to be appropriately  adjusted for any stock dividend,  stock
split,  stock  combination  or other similar  transaction  during the applicable
calculation period.

                                      -10-
<PAGE>

         "Common Stock" means (i) the Company's  common stock,  par value $0.001
per share,  and (ii) any capital  stock into which such Common  Stock shall have
been changed or any capital  stock  resulting  from a  reclassification  of such
Common Stock.

         "Convertible  Securities"  means any stock or  securities  (other  than
Options) directly or indirectly  convertible into or exercisable or exchangeable
for Common Stock.

         "Expiration Date" means the date three (3) years after the Closing Date
(as defined in the Securities Purchase Agreement) pursuant to which this Warrant
was  initially  issued or, if such date falls on a day other than a Business Day
or on which trading does not take place on the Principal  Market (a  "Holiday"),
the next date that is not a Holiday.  "Options"  means any  rights,  warrants or
options to subscribe for or purchase Common Stock or Convertible Securities.

         "Person"  means  an  individual,   a  limited  liability   company,   a
partnership,  a  joint  venture,  a  corporation,  a  trust,  an  unincorporated
organization,  any other entity and a  government  or any  department  or agency
thereof.

         "Principal  Market"  means the Nasdaq  National  Market or in the event
that the Company is no longer listed with the Nasdaq National Market, the market
or exchange on which the Common Stock is then listed and traded,  which only may
be The New York Stock Exchange,  Inc., the American Stock Exchange or The Nasdaq
SmallCap Market.

         "Registration  Rights Agreement" means that certain registration rights
agreement between the Company and the Purchasers.

         "SPA  Securities"  means the shares of Common Stock issued  pursuant to
the Securities Purchase Agreement.

                            [Signature Page Follows]

                                      -11-
<PAGE>

         IN WITNESS  WHEREOF,  the Company  has caused this  Warrant to Purchase
Common Stock to be duly executed as of the Issuance Date set out above.


                                   VA SOFTWARE CORPORATION


                                   By: /s/ Ali Jenab
                                       ----------------------------------
                                       Name:   Ali Jenab
                                       Title:  Chief Executive Officer

                                      -12-
<PAGE>

                                                                       EXHIBIT A

                                 EXERCISE NOTICE

            TO BE EXECUTED BY THE REGISTERED HOLDER TO EXERCISE THIS
                        WARRANT TO PURCHASE COMMON STOCK

                             VA SOFTWARE CORPORATION

The undersigned holder hereby exercises the right to purchase  _________________
of the shares of Common Stock ("Warrant Shares") of VA Software  Corporation,  a
Delaware  corporation  (the  "Company"),  evidenced by the  attached  Warrant to
Purchase  Common Stock (the  "Warrant").  Capitalized  terms used herein and not
otherwise defined shall have the respective meanings set forth in the Warrant.

         1. Form of  Exercise  Price.  The Holder  intends  that  payment of the
Exercise Price shall be made as:

         ____________  a  "Cash  Exercise"  with  respect  to  _________________
                       Warrant Shares; and/or

         ____________  a "Cashless  Exercise"  with  respect to  _______________
                       Warrant Shares.

         [Insert this paragraph (2) in the event that the holder has not elected
a Cashless Exercise in accordance with the terms of the Warrant as to all of the
Warrant Shares to be issued pursuant  hereto] 2. Payment of Exercise Price.  The
holder is hereby  delivering to the Company  payment in the amount of $_________
representing the Aggregate Exercise Price for such Warrant Shares not subject to
a Cashless Exercise in accordance with the terms of the Warrant.

         3. Delivery of Warrant Shares.  The Company shall deliver to the holder
__________ Warrant Shares in accordance with the terms of the Warrant.

To the extent the foregoing exercise is for less than the full number of Warrant
Shares issuable pursuant to the Warrant, a replacement Warrant  representing the
remainder of the Warrant Shares issuable (and otherwise of like form,  tenor and
effect) shall be delivered to holder.

Notwithstanding  anything to the contrary contained herein, this Exercise Notice
shall constitute a representation  by the holder of the Warrant  submitting this
Exercise Notice that,  after giving effect to the exercise  provided for in this
Exercise  Notice,  such  holder  (together  with its  affiliates)  will not have
beneficial  ownership  (together with the beneficial  ownership of such Person's
affiliates)  of a number of shares of Common  Stock which  exceeds  9.99% of the
total  outstanding  shares of Common Stock,  all as  determined  pursuant to the
provisions of Section 1(f)(i) of the Warrant.

Date: _______________ __, ______


____________________________________
   Name of Registered Holder

By: ________________________________
    Name:
    Title:


<PAGE>

                                 ACKNOWLEDGMENT

         The Company hereby acknowledges this Exercise Notice and hereby directs
EquiServe Trust Company,  N.A. to issue the above indicated  number of shares of
Common Stock in accordance with the Transfer Agent  Instructions  dated November
6, 2003 from the  Company  and  acknowledged  and agreed to by  EquiServe  Trust
Company, N.A.


                                       VA SOFTWARE CORPORATION


                                       By: ______________________________
                                           Name:
                                           Title: