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.:      2
             --------------

Number of Shares:  25,000
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, WHARTON CAPITAL PARTNERS, LTD., the registered
holder hereof or its permitted assigns (each, a "Holder"), 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),  Twenty-Five  Thousand  (25,000) 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 13.

         1. EXERCISE OF WARRANT.

                  (a) Mechanics of Exercise. Subject to the terms and conditions
hereof,  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 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(c)) and (iii) the  surrender to the
Company, on or as soon as practicable following the date the holder of


<PAGE>

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). Promptly 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(c),  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  at its own expense,  issue a new
Warrant  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 $6.14, subject to adjustment as provided herein.

                  (c)  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"):

                                      -2-
<PAGE>

         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.

                  (d) 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 10.

                  (e) Forced  Exercise.  Notwithstanding  the foregoing,  in the
event that at any time following the effective date of a registration  statement
that registers the Warrant Shares (the "Registration Statement"), 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  shall be effective  and available for the sale of at least all of the
Warrant  Shares;  (ii) on each day during the period  beginning  on the 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 have
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 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  contained in this Warrant 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 (as defined below) has
been

                                      -3-
<PAGE>

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 Issuance  Date and ending on and  including the Warrant
Cancellation Date, the Company shall have delivered Warrant Shares upon 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  not to be
effective and available for the sale of at least all of the Warrant Shares; (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 this  Warrant;  and (vii)  the  Closing  Sale  Price for any 20
consecutive  trading days (the  "Measuring  Period") is equal to or greater than
$12.28   (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(a) 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.    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."

         4. 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

                                      -4-
<PAGE>

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.

         5. 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 deliver upon the order of the holder of this Warrant a
new Warrant , 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  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  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  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 5(a) or Section 5(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.

         6.  NOTICES.  Any notices,  consents,  waivers or other  communications
required or  permitted  to be given under the terms of this  Warrant  must be in
writing  and will be deemed  to have  been  delivered:  (i) upon  receipt,  when
delivered  personally;  (ii)  upon  receipt,  when sent by  facsimile  (provided
confirmation of transmission  is  mechanically or  electronically  generated and
kept on file by the sending party); or (iii) one Business Day after deposit with
an overnight

                                      -5-
<PAGE>

courier  service,  in each case  properly  addressed to the party to receive the
same. The addresses and facsimile numbers for such communications shall be:

         If to the Company:

                  47071 Bayside Parkway
                  Fremont, CA 94538
                  Phone: (510) 687-7000
                  Fax: (408) 745-9130
                  Attention:  Ms. Kathleen R. McElwee

         with a copy to:

                  Wilson Sonsini Goodrich & Rosati, R.C.
                  650 Page Mill Road
                  Palo Alto, CA  94304
                  Phone:  (650) 493-9300
                  Fax:  (650) 493-6811
                  Attention:  Bret M. DiMarco, Esq.

If to a Holder,  to the address and facsimile  number provided to the Company by
such Holder,  or to such other  address  and/or  facsimile  number and/or to the
attention of such other Person as the  recipient  party has specified by written
notice given to each other party.  Written  confirmation of receipt (A) given by
the  recipient  of such  notice,  consent,  waiver or other  communication,  (B)
mechanically  or  electronically  generated  by the sender's  facsimile  machine
containing the time, date,  recipient facsimile number and an image of the first
page of such  transmission or (C) provided by an overnight courier service shall
be rebuttable evidence of personal service, receipt by facsimile or receipt from
an overnight courier service in accordance with clause (i), (ii) or (iii) above,
respectively.

         7.  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 holder of this
Warrant.

         8.  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.

         9. CONSTRUCTION;  HEADINGS.  This Warrant shall be deemed to be jointly
drafted by the  Company  and the Holder 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.

                                      -6-
<PAGE>

         10.  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.

         11. REMEDIES,  OTHER  OBLIGATIONS,  BREACHES AND INJUNCTIVE RELIEF. The
remedies  provided in this Warrant  shall be  cumulative  and in addition to all
other remedies  available under this Warrant,  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
seek an injunction restraining any breach.

         12.  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. The holder of this Warrant understands that:
(i) neither this Warrant nor the Warrant  Shares have been under the  Securities
Act of 1933, as amended (the "1933 Act") or any state  securities  laws, and may
not be offered for sale, sold,  assigned or transferred  unless (A) subsequently
registered  thereunder,  (B) such Holder shall have  delivered to the Company an
opinion of counsel, in form reasonably  acceptable to the Company, to the effect
that such securities to be sold,  assigned or transferred may be sold,  assigned
or  transferred  pursuant to an exemption  from such  registration,  or (C) such
Holder   provides  the  Company  with  reasonable   assurance   (including  such
representations  and  warranties  as may be requested by the Company)  that such
securities  can be sold,  assigned or  transferred  pursuant to Rule 144 or Rule
144A promulgated  under the 1933 Act, as amended,  (or a successor rule thereto)
(collectively, "Rule 144"); (ii) any sale of the Warrants or Warrant Shares made
in  reliance on Rule 144 may be made only in  accordance  with the terms of Rule
144 and further,  if Rule 144 is not  applicable,  any resale of such securities
under  circumstances in which the seller (or the Person through whom the sale is
made) may be deemed to be an underwriter (as that term is defined in the 1933

                                      -7-
<PAGE>

Act) may require  compliance with some other exemption under the 1933 Act or the
rules and regulations of the Securities and Exchange Commission thereunder;  and
(iii)  neither  the  Company  nor any other  Person is under any  obligation  to
register  the  Warrants  or  Warrant  Shares  under  the 1933  Act or any  state
securities  laws or to comply  with the terms and  conditions  of any  exemption
thereunder.  The Warrants or Warrant Shares may be pledged in connection  with a
bona fide  margin  account or other loan  secured  by such  securities  and such
pledge  shall  not be  deemed  to be a  transfer,  sale  or  assignment  of such
securities hereunder,  and no Holder effecting a pledge of such securities shall
be required to provide the Company with any notice thereof or otherwise make any
delivery to the Company  pursuant to this  Warrant;  provided,  that in order to
make any sale,  transfer or assignment of the Warrants or Warrant  Shares,  such
Holder and its pledgee makes such  disposition in accordance with or pursuant to
a registration statement or an exemption under the 1933 Act.

         13. 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 10. All
such determinations to be appropriately  adjusted for any stock dividend,  stock
split,  stock  combination  or other similar  transaction  during the applicable
calculation period.

         "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.

                                      -8-
<PAGE>

         "Expiration  Date"  means the date three (3) years  after the  Issuance
Date 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.

         "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.

                            [Signature Page Follows]

                                      -9-
<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

                                      -10-
<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.



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.


                                        VA SOFTWARE CORPORATION


                                        By: ________________________________
                                            Name:
                                            Title: