SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934

Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12

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VA Software Corp.
(Name of Registrant as Specified in its Charter)
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Payment of Filing Fee (Check the appropriate box):
/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.

1) Title of each class of securities to which transaction applies:

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2) Aggregate number of securities to which transaction applies:

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3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth
the amount on which the filing fee is calculated and
state how it was determined.

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4) Proposed maximum aggregate value of transaction:

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5) Total fee paid:

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/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.

1) Amount Previously Paid:

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2) Form, Schedule or Registration Statement No.:

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3) Filing Party:

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4) Date Filed:

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[Logo]

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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
December 3, 2003

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TO THE STOCKHOLDERS:

NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of VA
Software Corp. (the "Company"), a Delaware corporation, will be held on
Wednesday, December 3, 2003 at 9:00 a.m., local time, at the Company's principal
executive offices located at 47071 Bayside Parkway, Fremont, CA 94538, for the
following purposes:

1. To elect three (3) Class I directors to serve for a three year term
and until their successors are duly elected and qualified (Proposal
One);

2. To ratify the appointment of PricewaterhouseCoopers LLP as our
independent accountants for the fiscal year ending July 31, 2004
(Proposal Two); and

3. To transact such other business as may properly be brought before the
meeting and any adjournment(s) thereof.

The foregoing items of business are more fully described in the Proxy
Statement accompanying this Notice.

Only stockholders of record at the close of business on October 6, 2003 are
entitled to notice of and to vote at the meeting.

Fremont, California Sincerely,
October 27, 2003 /s/ Bret M. DiMarco
Bret M. DiMarco
Secretary

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YOUR VOTE IS IMPORTANT

This Proxy Statement is furnished in connection with our solicitation of
proxies, on behalf of the Board of Directors, for the 2003 Annual Meeting
of Stockholders. The Proxy Statement and the related proxy form are being
distributed on October 27, 2003. You can vote your shares using one of the
following methods:

o Vote through the Internet at the website shown on the proxy card

o Vote by telephone using the toll-free number shown on the proxy
card

o Complete and return a written proxy card

o Attend our 2003 Annual Meeting of Stockholders and vote

Votes submitted through the Internet or by telephone must be received by
11:59 p.m., Eastern Time, on December 2, 2003. Internet and telephone
voting are available 24 hours per day; if you vote via Internet or
telephone, you do not need to return a proxy card.

All stockholders are cordially invited to attend the meeting, however, to
ensure your representation at the meeting, you are urged to vote via
Internet or telephone, or mark, sign, date and return the enclosed proxy
card as promptly as possible in the postage-prepaid envelope enclosed for
that purpose. Any stockholder attending the meeting may vote in person even
if he or she has voted via the Internet or telephone, or returned a proxy
card.

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VA SOFTWARE CORP.
47071 Bayside Parkway
Fremont, California 94538

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PROXY STATEMENT

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

INFORMATION CONCERNING SOLICITATION AND VOTING

General

The enclosed Proxy is solicited on behalf of the Board of Directors of VA
Software Corp. (the "Company") for use at our Annual Meeting of Stockholders
(the "Meeting") to be held at the Company's principal executive offices located
at 47071 Bayside Parkway, Fremont, California 94538, on Wednesday, December 3,
2003, at 9:00 a.m., local time, and at any adjournment(s) thereof, for the
purposes set forth herein and in the accompanying Notice of Annual Meeting of
Stockholders. Our telephone number is (510) 687-7000.

Our Annual Report on Securities and Exchange Commission ("SEC") Form 10-K,
containing financial statements for the fiscal year ended July 31, 2003, is
being mailed together with these proxy solicitation materials to all
stockholders entitled to vote. This Proxy Statement, the accompanying Proxy and
our Annual Report on Form 10-K were first mailed on October 27, 2003 to all
stockholders entitled to vote at the Meeting.

YOU MAY RECEIVE A COPY OF THE COMPANY'S 2003 FORM 10-K NOT INCLUDING
EXHIBITS AT NO CHARGE. IF YOU PREFER A COPY OF THE 2003 FORM 10-K INCLUDING
EXHIBITS, YOU WILL BE CHARGED A REASONABLE FEE (WHICH SHALL BE LIMITED TO OUR
REASONABLE EXPENSES IN FURNISHING SUCH EXHIBITS) BY SENDING A WRITTEN REQUEST TO
VA SOFTWARE CORP., 47071 BAYSIDE PARKWAY, FREMONT, CALIFORNIA, 94538, ATTN:
INVESTOR RELATIONS.

Record Date and Share Ownership

Stockholders of record at the close of business on October 6, 2003 (which
we will refer to as the "Record Date" throughout this Proxy Statement) are
entitled to notice of and to vote at the Meeting and at any adjournment(s)
thereof. We have one series of Common Shares issued and outstanding, designated
as Common Stock, $0.001 par value per share, and one series of undesignated
Preferred Stock, $0.001 par value per share. As of the Record Date, 250,000,000
shares of our Common Stock were authorized and 57,047,405 shares of our Common
Stock were issued and outstanding. As of the Record Date, 10,000,000 shares of
our Preferred Stock were authorized and no shares of our Preferred Stock were
outstanding.

Revocability of Proxies

Any proxy given pursuant to this solicitation may be revoked by the person
giving it at any time before its use by:

1. Delivering to us at our principal offices (Attention: Investor
Relations) a written notice of revocation; or

2. Delivering subsequent proxy instructions as follows:

-- By Phone: Use the toll free telephone number provided on the
proxy card to vote again prior to 11:59 p.m. EST on December 2,
2003 (specific instructions for using the telephone voting system
are on the proxy card);

-- By Internet: Use the Internet voting site listed on the proxy
card to vote again prior to 11:59 p.m. EST on December 2, 2003
(specific instructions for using the Internet voting system are
on the proxy card);

-- By Mail: Sign, date and mail another proxy card bearing a later
date and deliver such proxy card to our principal offices
(Attention: Investor Relations); or

-- In Person: Attend the Meeting and vote your shares in person.

Voting

On all matters, each share has one vote. See "Proposal One -- To Elect
Three (3) Class I Directors To Serve For A Three Year Term And Until Their
Successors Are Duly Elected And Qualified -- Vote Required."

Solicitation of Proxies

We will bear the cost of soliciting proxies and have retained the services
of ADP Brokerage Services Group ("ADP") to aid in the solicitation of proxies
from brokers, bank nominees and other institutional owners. We estimate that we
will pay ADP a fee of approximately $25,000 for its services and will reimburse
it for certain out of pocket expenses estimated to be approximately $25,000. In
addition, we may reimburse brokerage firms and other persons representing
beneficial owners of shares for their expenses in forwarding solicitation
material to such beneficial owners. Proxies may also be solicited by certain of
our directors, officers and regular employees, without additional compensation,
personally or by telephone or facsimile.

Quorum; Abstentions; Broker Non-Votes

Votes cast by proxy or in person at the Meeting ("Votes Cast") will be
tabulated by the Inspector of Elections (the "Inspector") who will be one of our
employees. The Inspector will also determine whether or not a quorum is present.
Except in certain specific circumstances, the affirmative vote of a majority of
shares present in person or represented by proxy at a duly held meeting at which
a quorum is present is required under Delaware law for approval of proposals
presented to stockholders. In general, Delaware law provides that a quorum
consists of a majority of shares entitled to vote and present or represented by
proxy at the Meeting.

The Inspector will treat shares that are voted WITHHELD or ABSTAIN, or
"broker non-votes," as being present and entitled to vote for purposes of
determining the presence of a quorum but will not be treated as votes in favor
of approving any matter submitted to the stockholders for a vote. "Broker
non-votes" will not be counted for purposes of determining the number of Votes
Cast with respect to a particular proposal. When proxies are properly dated,
executed and returned, the shares represented by such proxies will be voted at
the Meeting in accordance with the instructions of the stockholder. If no
specific instructions are given, the shares will be voted for (i) the election
of the nominees for directors set forth herein; (ii) the ratification of
PricewaterhouseCoopers LLP as our independent accountants for the fiscal year
ending July 31, 2004; and (iii) such other business as may properly come before
the Meeting or any adjournment thereof in the discretion of the proxy holder.

If a broker indicates on the enclosed proxy or its substitute that such
broker does not have discretionary authority as to certain shares to vote on a
particular matter (broker non-votes), those shares will not be considered as
present with respect to that matter. We believe that the tabulation procedures
to be followed by the Inspector are consistent with the general statutory
requirements in Delaware concerning voting of shares and determination of a
quorum.

Deadline for Receipt of Stockholder Proposals

Proposals of stockholders that are intended for inclusion in our proxy
statement relating to our 2004 Annual Meeting of Stockholders must be received
by us at our principal executive offices at 47071 Bayside Parkway, Fremont, CA
94538, Attention: General Counsel, not later than June 19, 2004 and must satisfy
the conditions established by the SEC for stockholder proposals in order to be
included in our proxy statement for that meeting. Stockholder proposals that are
not intended to be included in our proxy materials for such meeting but that are
intended to be presented by the stockholder from the floor are subject to the
advance notice procedures described below under "Transaction of Other Business."

Transaction of Other Business

At the date of this Proxy Statement, the only business that the Board of
Directors intends to present or knows that others will present at the Meeting is
as set forth in this Proxy. If any other matter or matters are properly brought
before the Meeting, it is the intention of the persons named in the accompanying
form of proxy to vote the proxy on such matters in accordance with their
discretion.

Any stockholder may present a matter from the floor for consideration at a
meeting so long as certain procedures are followed. Under our bylaws, as
amended, in order for a matter to be deemed properly presented by a stockholder
for consideration at this year's Meeting, timely notice must have been delivered
to, or mailed and received by, us not later than 120 days nor more than 150 days
before October 28, 2003, the month and day that our proxy statement was released
to the stockholders in connection with last year's annual meeting. The
stockholder's notice must set forth, as to each proposed matter, the following:
(a) the name and address of the stockholder proposing such business; (b) a
representation that the stockholder is a holder of record of our stock entitled
to vote at the meeting and intends to appear in person or by proxy to introduce
the business specified in the notice; (c) if the proposal is for the nomination
of directors, a description of all arrangements or understandings between the
stockholder and the nominee(s) pursuant to which the nomination(s) are to be
made by the stockholders; (d) such other information regarding the proposal as
would be required to be included in a proxy statement filed pursuant to
Regulation 14A under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), had the matter been proposed by our Board of Directors; and (e)
if the proposal is for the nomination of directors, the consent of each nominee
to serve as a director. The chairman of the meeting may refuse to acknowledge
any matter not made in compliance with the foregoing procedure.

Security Ownership of Certain Beneficial Owners and Management

The following table sets forth, as of October 6, 2003, certain information
with respect to the beneficial ownership of our Common Stock by (i) any person,
known by us to be the beneficial owner of more than 5% of our Common Stock, (ii)
each of our directors and each nominee seeking to become one of our directors,
(iii) each of our current executive officers named in the Summary Compensation
Table appearing herein, and (iv) all of our current executive officers and
directors as a group. The number and percentage of shares beneficially owned are
based on the aggregate of 57,047,405 shares of Common Stock outstanding as of
October 6, 2003. We do not know of any arrangements, including any pledge of our
securities by any person, the operation of which may at a subsequent date result
in a change of control of the Company.

Percent
of Common
Number of Stock
Names and Addresses of Beneficial Owners(1) Shares Outstanding
- ------------------------------------------- --------- -----------

Larry M. Augustin(2) ........................................... 5,810,187 10.0%
Ali Jenab(3) ................................................... 847,082 1.5%
Greg Orzech(4) ................................................. 401,872 *
Carl Redfield(5) ............................................... 385,002 *
Richard French(6) .............................................. 187,080 *
Douglas Leone(7) ............................................... 147,714 *
John Villadsen(8) .............................................. 121,790 *
David B. Wright(9) ............................................. 40,000 *
Robert M. Neumeister, Jr.(10) .................................. 28,332 *
Colin Bodell(11) ............................................... 22,917 *
Kathleen R. McElwee(12) ........................................ 22,916 *
Andre Boisvert(13) ............................................. 13,333 *
Ram Gupta(14) .................................................. 4,584 *
All directors and officers as a group (13 persons)(15) ......... 8,032,809 13.4%

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* Represents less than 1% of the outstanding shares Common Stock.

(1) Unless otherwise indicated, the address of each officer, director or 5%
stockholder is c/o VA Software Corp., Attention: Stock Plan Manager, 47071
Bayside Parkway, Fremont, California 94538.

(2) Includes 213,000 shares owned by Mr. Augustin's wife and 1,700 shares owned
by Mr. Augustin's father. Also includes 854,999 shares subject to options
that are exercisable within sixty (60) days of October 6, 2003.

(3) Includes 847,082 shares subject to options that are exercisable within
sixty (60) days of October 6, 2003.

(4) Includes 401,872 shares subject to options that are exercisable within
sixty (60) days of October 6, 2003.

(5) Includes 103,333 shares subject to options that are exercisable within
sixty (60) days of October 6, 2003.

(6) Includes 187,080 shares subject to options that are exercisable within
sixty (60) days of October 6, 2003.

(7) Includes 142,499 shares subject to options that are exercisable within
sixty (60) days of October 6, 2003.

(8) Includes 117,290 shares subject to options that are exercisable within
sixty (60) days of October 6, 2003.

(9) Includes 40,000 shares subject to options that are exercisable within sixty
(60) days of October 6, 2003.

(10) Includes 28,332 shares subject to options that are exercisable within sixty
(60) days of October 6, 2003.

(11) Includes 22,917 shares subject to options that are exercisable within sixty
(60) days of October 6, 2003.

(12) Includes 22,916 shares subject to options that are exercisable within sixty
(60) days of October 6, 2003.

(13) Includes 13,333 shares subject to options that are exercisable within sixty
(60) days of October 6, 2003.

(14) Includes 4,584 shares subject to options that are exercisable within sixty
(60) days of October 6, 2003.

(15) Includes the shares beneficially owned by the directors and officers set
forth on the above table as well as 2,786,237 shares subject to options
that are exercisable within sixty (60) days of October 6, 2003.

PROPOSAL ONE

TO ELECT THREE (3) CLASS I DIRECTORS TO
SERVE FOR A THREE YEAR TERM AND UNTIL THEIR
SUCCESSORS ARE DULY ELECTED AND QUALIFIED

Our Board of Directors has eight authorized directors and currently
consists of eight members. We have a classified Board of Directors, which is
divided into three classes and whose terms expire at different times. The three
classes are currently comprised of the following directors:

-- Class I consists of Larry M. Augustin, Andre Boisvert and Douglas
Leone, who will serve until the annual meeting of stockholders to be
held in 2003;

-- Class II consists of Ram Gupta and Carl Redfield, who will serve until
the annual meeting of stockholders to be held in 2004; and

-- Class III consists of Ali Jenab, Robert M. Neumeister, Jr., and David
B. Wright, who will serve until the annual meeting of stockholders to
be held in 2005.

At each annual meeting of stockholders, the successors to directors whose
terms will then expire will be elected to serve from the time of election and
qualification until the third annual meeting following election and until their
successors have been duly elected and qualified. Any additional directorships
resulting from an increase in the number of directors will be distributed among
the three classes so that, as nearly as possible, each class will consist of an
equal number of directors.

Nominees

The term of the three Class I directors will expire on the date of the
Meeting. The Board of Directors does not have a standing Nominating Committee.
The independent members of the Board of Directors unanimously resolved to
nominate the three Class I directors for election to the Board. The nominees for
election by the stockholders to these three positions are:

-- Larry M. Augustin;

-- Andre Boisvert; and

-- Douglas Leone.

We are not aware of any reason that any nominee will be unable or will
decline to serve as a director. The term of office of each person elected as a
Class I Director at the Meeting will continue until our annual meeting of
stockholders held in 2006 or until a successor has been elected and qualified.
There are no arrangements or understandings between any of our directors or
executive officers and any other person pursuant to which he or she is or was to
be selected as one of our directors or officers.

Unless otherwise instructed, the proxy holders will vote the proxies
received by them for our three nominees named above, each of whom is currently
one of our directors. Each nominee has consented to be named a nominee in the
proxy statement and to continue to serve as a director if elected. If any
nominee becomes unable or declines to serve as a director or if additional
persons are nominated at the Meeting, the proxy holders intend to vote all
proxies received by them in such a manner as will assure the election of as many
of the nominees listed below as possible (or, if new nominees have been
designated by the Board of Directors, in such a manner as to elect such
nominees), and the specific nominees to be voted for will be determined by the
proxy holders.

Vote Required

Directors will be elected by a plurality vote of the shares of our Common
Stock present or represented and entitled to vote on this matter at the Meeting.
Accordingly, the three candidates receiving the highest number of affirmative
votes of shares represented and voting on this proposal at the Meeting will be
elected directors of the

Company. Votes withheld from a nominee and broker non-votes will be counted for
purposes of determining the presence or absence of a quorum but, because
directors are elected by a plurality vote, will have no impact once a quorum is
present. See "Information Concerning Solicitation And Voting -- Quorum;
Abstentions; Broker Non-Votes."

Information About The Directors, Nominees And Executive Officers

The following table sets forth for each of our Class I Directors, Class II
Directors, Class III Directors and executive officers, their ages and present
positions with the Company as of the Record Date.

Name Age Position
- ---- --- --------

Executive Officers
------------------
Ali Jenab ........................ 40 President, Chief Executive Officer and Class III Director
Colin Bodell ..................... 41 Senior Vice Present, Product Development
Richard French ................... 49 Senior Vice President and General Manager, OSDN
Kathleen R. McElwee .............. 48 Vice President and Chief Financial Officer
Greg Orzech ...................... 46 Senior Vice President, Sales
John Villadsen ................... 51 Vice President, Operations

Directors
---------
Larry M. Augustin ................ 41 Chairman and Class I Director
Andre Boisvert(1) ................ 50 Class I Director
Ram Gupta(2) ..................... 41 Class II Director
Douglas Leone(1) ................. 46 Class I Director
Robert M. Neumeister, Jr.(2) ..... 53 Class III Director
Carl Redfield(2) ................. 56 Class II Director
David B. Wright(1) ............... 52 Class III Director

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(1) Member of the Compensation Committee.

(2) Member of the Audit Committee.

There is no family relationship between any of our directors or executive
officers.

Ali Jenab has served as our Chief Executive Officer and President since
July 2002 and as a member of our Board of Directors since June 2001. Mr. Jenab
was our President and Chief Operating Officer from February 2001 until July
2002. From August 2000 through February 2001, Mr. Jenab served as Senior Vice
President and General Manager of our Systems Division. From 1983 through August
2000, Mr. Jenab held various positions at Amdahl Corporation, a provider of
high-end integrated computing solutions. From October 1999 through August 2000,
he was group president of Amdahl's technology division. From October 1998
through October 1999, Mr. Jenab was Amdahl's vice president of strategic
business, and from January 1997 through October 1998, Mr. Jenab was vice
president of worldwide marketing. From July 1995 through January 1997, Mr. Jenab
was director of marketing at Amdahl. Mr. Jenab is a member of the board of
directors of Tower Automotive Inc. and Sagent Technology, Inc.

Colin Bodell has served as our Senior Vice President of Product Development
since October 2001. From August 2001 through September 2001, Mr. Bodell served
as general manager of Talkway Communications, a provider of video messaging
products. Mr. Bodell was a private investor in July 2001. From August 2000
through June 2001, Mr. Bodell served as executive vice president of engineering
and product management for Webgain, Inc., a provider of enterprise Java
application development tools. Mr. Bodell served as chief operating officer and
vice president of product development for Intellicorp, Inc., a technology firm
focused on optimizing enterprise business processes, from December 1995 through
July 2000.

Richard French has served as our Senior Vice President and General Manager
of OSDN since January 2001. From October 2001 until June 2002, Mr. French also
served as our Senior Vice President of Marketing. From April 2000 through
January 2001, Mr. French was founder, chairman of the board of directors and
chief technical officer

of Tekrati, Inc., a web-based industry analyst relations consulting services
company. Mr. French was a private investor from January 2000 through March 2000.
From December 1998 through December 1999, Mr. French served as senior vice
president and general manager of the emerging technology group at Netmanage,
Inc., a provider of host access and host integration solutions. From February
1998 through August 1998, Mr. French served as the chief executive officer of
Infoscape, Inc., an information systems consulting company. From January 1997
through February 1998, Mr. French was vice president of the enterprise platforms
division of Oracle Corporation, a software company offering database,
application server, collaboration, developer and e-business software. Mr. French
served as Oracle's vice president of the Digital Equipment, Hewlett-Packard and
power platforms division from March 1996 through January 1997. Mr. French is
currently chairman of the board of directors of Tekrati, Inc.

Kathleen R. McElwee has served as our Vice President and Chief Financial
Officer since January 2002. From July 2000 until January 2002, Ms. McElwee was
senior vice president of finance and chief financial officer of The 3DO Company,
developer, publisher and distributor of interactive entertainment software for
advanced entertainment systems. She was the chief financial officer of
Lightspan, Inc., a developer of educational software, from January 1999 until
July 2000. Ms. McElwee was with Galoob Toys, Inc., a developer and marketer of
toys, from November 1995 until January 1999, where in November 1998 she was
promoted to chief financial officer from her position as vice president of
planning and analysis.

Greg Orzech has served as our Senior Vice President of Sales since February
2001. From July 2000 until February 2001, Mr. Orzech served as our Vice
President of North American Sales. Mr. Orzech served as our Director of
Strategic Planning from November 1999 through June 2000. From August 1999
through November 1999, Mr. Orzech was vice president, worldwide territories for
Synopsys, Inc., a provider of semiconductor design software. From October 1998
until August 1999, Mr. Orzech was Synopsys's senior director, central area, and
from October 1997 until October 1998, Mr. Orzech was Synopsys's director,
northern area. From October 1995 until October 1997, Mr. Orzech was Synopsys's
regional manager, central region.

John R. Villadsen has served as our Vice President of Operations, since
April 2001. From August 1999 until April 2001, Mr. Villadsen served as vice
president of manufacturing operations at GaSonics International Corporation, a
supplier of photoresist and residue removal technologies for the semiconductor
industry, which was acquired by Novellus Systems, Inc. in January 2001. From
April 1998 through July 1999, Mr. Villadsen served as the vice president,
customer service and manufacturing, semiconductor equipment group at
Watkins-Johnson Company, a designer and manufacturer of microwave components,
subsystems, and systems for the defense industry. From May 1995 through April
1998, Mr. Villadsen served as Watkins-Johnson's director, assembly and test
semiconductor equipment group.

Larry M. Augustin, one of our founders, served as our Chief Executive
Officer from March 1995 until July 2002 and has been a member of our Board of
Directors since March 1995. From March 1995 through January 2001, Mr. Augustin
also served as our President. Mr. Augustin has served as Chairman of our Board
of Directors since October 2001. From September 1989 through December 1995, Mr.
Augustin was a consultant for Fintronic USA, Inc., a provider of high
performance electronic design automation tools, and was a research associate at
Stanford University. Mr. Augustin is a director of Linux International, a Linux
vendor and advocacy association, and a director of the Open Source Development
Lab, Inc., which provides open source developers with resources and guidance to
build enhancements into Linux. Since December 2002, Mr. Augustin has served as a
director of the Free Standards Group, a nonprofit organization dedicated to
accelerating the use of free and open source software by developing and
promoting standards. Since January 2003, Mr. Augustin has been a venture partner
at Azure Capital Partners, a venture capital firm, where he specializes in
software, systems, and related IT infrastructure technologies.

Andre Boisvert has served on our Board of Directors since March 2002. Since
April 2001, Mr. Boisvert has served on the board of directors of Sagent
Technology, Inc., a provider of business intelligence software. Mr. Boisvert was
elected Chairman of Sagent's Board in January 2002 and since July 2002 has
served as Sagent's interim chief executive officer. On October 1, 2003, Group 1
Software Inc. completed the purchase of substantially all of Sagent's operating
assets. Since February 2002, Mr. Boisvert has been a partner in a European
holding company, Corporate Application Services Holding A/S, which owns several
software and services companies throughout continental Europe, the United
Kingdom and the United States. From January 2000 through February

2001, Mr. Boisvert served as president and chief operating officer of SAS
Institute, Inc., a provider of business-intelligence software and services. From
January 1998 through December 1999, Mr. Boisvert worked as an independent
consultant for Microsoft Corporation, an operating system and application
software company. From December 1995 through December 1997, Mr. Boisvert worked
as special general partner of Southeast Interactive Technology Funds, a venture
capital firm, where he served as interim chief executive officer for two of the
fund's portfolio companies.

Ram Gupta joined our board in February 2002. Since August 2000, Mr. Gupta
has been executive vice president, products and technology for PeopleSoft, Inc.
From December 1997 until July 2000, Mr. Gupta was senior vice president and
general manager for Healtheon-WebMD Corp, a provider of services that link
physicians, consumers, providers and health plans online. Before that, from
December 1994 until November 1997, Mr. Gupta served as director of the
multimedia networking group at Silicon Graphics, Inc., a provider of
high-performance computing, visualization and storage equipment.

Douglas Leone has served on our Board of Directors since October 1998. He
has been at Sequoia Capital, a venture capital firm, since July 1988 and has
been a general partner since 1993. He is a member of the board of directors of
several private corporations.

Robert M. Neumeister, Jr., has served on our Board of Directors since June
2001. Since January 2003, Neumeister has served as chief financial officer for
Dex Media, Inc., a company providing local and national advertisers with
directory, Internet and direct marketing solutions. From September 2001 through
December 2002, Mr. Neumeister served as chief financial officer for Myriad
Proteomics, Inc., a company engaged in mapping the human proteome. From July
2001 through September 2001, Mr. Neumeister was a private investor. Mr.
Neumeister was chief financial officer of Aerie Networks, Inc., a
telecommunications network company, from January 2000 through June 2001. Mr.
Neumeister served as vice president and director of finance of Intel
Corporation, a leading supplier of microprocessors used in the computing and
communications industries, from December 1998 through December 1999. Prior to
joining Intel, Mr. Neumeister served as chief financial officer of Sprint
Corporation's PCS group, a mobile telephone service provider, from September
1995 through November 1998. Mr. Neumeister is a member of the board of directors
of Symmetricom, Inc.

Carl Redfield has served on our Board of Directors since October 1998. He
has served as senior vice president, manufacturing and logistics of Cisco
Systems, Inc., a provider of Internet Protocol-based (IP) networking solutions,
since February 1997. From September 1993 until February 1997, Mr. Redfield was
vice president of manufacturing of Cisco Systems. Mr. Redfield is a member of
the board of directors of Cincinnati Bell Inc.

David B. Wright has served on our Board of Directors since December 2001.
Mr. Wright has served as president and chief executive officer of Legato
Systems, Inc., which develops, markets and supports enterprise class storage
software products and services, since October 2000. On October 20, 2003,
Legato's stockholders approved a merger agreement with EMC Corporation. Mr.
Wright has been a director of Legato since March 2001. Mr. Wright joined Legato
following a thirteen-year career with Amdahl Corporation, a provider of high-end
integrated computing solutions, where he served as president and chief executive
officer from September 1997 through September 2000. Before joining Amdahl, Mr.
Wright spent eleven years with International Business Machines Corporation, a
developer and manufacturer of advanced information technologies, serving in a
variety of staff and management positions. Mr. Wright serves on the Board of
Directors of Aspect Communications Corporation and Insurance Services Office,
Inc.

Director Compensation

We reimburse our directors who are not officers or employees for expenses
incurred in attending any Board of Directors or committee meeting. Directors who
are also our officers or employees are not reimbursed for expenses incurred in
attending Board of Directors or committee meetings. Since August 2002, we
compensate our directors who are not our officers or employees $2,500 for each
Board meeting such director attends in person for the entire meeting, and $1,250
for each Board meeting such director attends telephonically for the entire
meeting. Since August 2002, we compensate our Audit Committee members $1,500 for
each regularly scheduled Audit Committee meeting such member attends in person
or telephonically for the entire meeting.

Our non-employee directors are eligible to participate in our 1999 Director
Option Plan (the "Director Plan"). Under the Director Plan, each non-employee
director who joins our Board of Directors will automatically receive a grant of
an option to purchase 80,000 shares of our Common Stock on the date on which
such person becomes a director. The shares subject to the options granted to
non-employee directors will vest over a three year period following the date of
grant with one quarter vesting on the date of grant and one thirty-sixth vesting
each month thereafter. Additionally, at each successive annual stockholder
meeting, each non-employee director who has previously served at least six
consecutive months prior thereto (including our current non-employee directors)
will receive an option to purchase 20,000 shares of our Common Stock. The shares
subject to the options granted to non-employee directors will vest over a three
year period following the date of grant with one quarter vesting on the date of
grant and one thirty-sixth vesting each month thereafter. The vesting of these
options will automatically accelerate upon a change of control of the Company.
The exercise price per share for all options automatically granted to directors
under the Director Plan will be equal to the market price of our Common Stock on
the date of grant and will have a ten year term, but will generally terminate
within a specified time, as defined in the Director Plan, following the date the
option holder ceases to be a director or consultant.

Employee directors, including Mr. Jenab, are eligible to participate in our
1999 Employee Stock Purchase Plan ("ESPP") and to receive discretionary grants
under our 1998 Stock Plan (the "1998 Plan"). Non-employee directors are also
eligible to participate in the 1998 Plan.

We also maintain directors and officers indemnification insurance coverage
which covers directors and officers individually where exposures exist other
than those for which we are able to provide direct or indirect indemnification.

Board Meetings and Committees

Our Board of Directors held a total of four meetings during the fiscal year
ended July 31, 2003 ("Fiscal Year 2003"). With the exception of Ram Gupta, who
attended 60% of the aggregate of all meetings of the Board of Directors and the
committees of the Board upon which Mr. Gupta served, no director serving
throughout Fiscal Year 2003 attended fewer than 75% of the aggregate of all
meetings of the Board of Directors and the committees of the Board upon which
such director served. Mr. Augustin attended all meetings of the Board of
Directors and does not serve on any committees of the Board. Mr. Boisvert
attended all of the meetings of the Board of Directors and the committees of the
Board upon which Mr. Boisvert served. Mr. Leone attended 83% of the meetings of
the Board of Directors and the committees of the Board upon which Mr. Leone
served.

The Board of Directors has two standing committees: the Audit Committee and
the Compensation Committee. The Board of Directors does not have a standing
Nominating Committee. The independent members of the Board of Directors
unanimously nominated the three Class I directors for election to the Board.

The Audit Committee consists of Messrs. Neumeister, Gupta and Redfield. Our
Board has determined that Mr. Neumeister is an independent director and
qualifies as the "audit committee financial expert" as that term is defined in
Item 401(h) of Regulation S-K of the Exchange Act. The Audit Committee reviews
our internal accounting procedures, consults with, reviews the services provided
by and selects our independent accountants. In particular, the Audit Committee
is responsible for overseeing the engagement, independence, and services of our
independent auditors. The Audit Committee also serves to: (i) act as an
independent and objective party to monitor our financial reporting process and
internal control system, (ii) review and appraise the audit efforts of our
independent auditors, (iii) evaluate our quarterly financial performance as well
as our compliance with laws and regulations, (iv) oversee management's
establishment and enforcement of financial policies and business practices, and
(v) provide an open avenue of communication among the independent auditors,
financial and senior management, counsel and the Board of Directors. The Audit
Committee held six (6) meetings during Fiscal Year 2003.

The Compensation Committee consists of Messrs. Leone, Boisvert and Wright.
The Compensation Committee reviews and recommends to the Board of Directors the
salaries, incentive compensation and benefits of our officers and employees and
administers our stock plans and employee benefit plans. The Compensation
Committee held two (2) meetings during Fiscal Year 2003.

Compensation Committee Interlocks and Insider Participation

Our Board of Directors established the Compensation Committee in October
1999. Prior to establishing the Compensation Committee, our Board of Directors
as a whole performed the functions delegated to the Compensation Committee. No
member of our Compensation Committee has served as a member of the board of
directors or compensation committee of any entity that has one or more executive
officers serving as a member of our Board of Directors or Compensation
Committee. Since the formation of our Compensation Committee, none of its
members has been our officer or employee.

Statement on Corporate Governance

We regularly monitor developments in the area of corporate governance. We
are studying the new federal laws affecting this area, including the
Sarbanes-Oxley Act of 2002, as well as rules proposed and promulgated by the SEC
and the National Association of Securities Dealers. We will comply with all
applicable new rules and will implement other corporate governance "best
practices" as we deem appropriate. We believe that we already have procedures in
place to safeguard our stockholders' interests, including the following:

Board of Directors

Our Board is composed of seven non-employee directors and one employee
director, our Chief Executive Officer. The non-employee members of our Board
hold regular executive sessions.

Committees. Our Compensation and Audit Committees are comprised solely of
independent directors as determined pursuant to the listing requirements of The
Nasdaq Stock Market. Each committee reviews its mandate as legislative and
regulatory developments and business circumstances warrant. The Audit Committee
re-examined and revised its charter early in Fiscal Year 2003. The Audit
Committee's revised charter appears as Appendix A to our 2002 Proxy Statement,
which we filed with the SEC on October 28, 2002. The Audit Committee may make
additional recommendations to our Board for further revision of the Audit
Committee charter to reflect evolving best practices.

Employee Matters

In October 2002, we adopted a Code of Business Conduct and Ethics (the
"Code of Conduct"), which has been executed by all of the Company's employees.
We require all employees to adhere to the Code of Conduct in addressing the
legal and ethical issues encountered in conducting their work. Employees are
required to report to our General Counsel any conduct that they believe in good
faith to be an actual or apparent violation of the Code of Conduct.

In accordance with the Sarbanes-Oxley Act of 2002 and rules promulgated
thereunder by the SEC, the Audit Committee has established procedures to
receive, retain and treat complaints received by us or the Audit Committee
regarding accounting, internal accounting controls or auditing matters and to
allow for the confidential, anonymous submission by our employees of concerns
regarding questionable accounting or auditing matters. We are monitoring
developments in this field and, if necessary or appropriate, will adopt new
procedures consistent with new legislation or regulations.

Other Matters

Disclosure. We have established a disclosure committee comprised of certain
senior executives and managers to specify, coordinate and oversee the review
procedures that we use each quarter to prepare our periodic SEC filings.

Equity Plans. Our standard practice is to obtain stockholder approval
before implementing equity compensation plans.

THE BOARD OF DIRECTORS
RECOMMENDS THAT STOCKHOLDERS VOTE
FOR THE CLASS I NOMINEES LISTED ABOVE.

PROPOSAL TWO

TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS OUR
INDEPENDENT ACCOUNTANTS FOR THE FISCAL YEAR ENDING JULY 31, 2004

Our Audit Committee has selected PricewaterhouseCoopers LLP ("PwC"),
independent accountants, to audit our financial statements for our fiscal year
ending July 31, 2004 ("Fiscal Year 2004"), and based on this selection, our
Board of Directors has unanimously recommended that stockholders vote for
ratification of such appointment. Although action by stockholders is not
required by law, the Board of Directors has determined that it is desirable to
request approval of this selection by our stockholders. Notwithstanding the
selection or a ratification, the Audit Committee, in its discretion, may direct
the appointment of new independent accountants at any time during the fiscal
year, if the Audit Committee determines that such a change would be in our best
interest and the interest of our stockholders. In the event of a negative vote
or ratification, the Audit Committee may reconsider its selection.

Replacement of Arthur Andersen LLP with PricewaterhouseCoopers LLP in Fiscal
Year 2002

On April 17, 2002, at the recommendation of the Audit Committee, the Board
of Directors dismissed Arthur Andersen LLP ("AA") as our independent accountants
for the fiscal year ended July 27, 2002 ("Fiscal Year 2002") and engaged PwC as
our independent accountants for Fiscal Year 2002. PwC reviewed our financial
statements for our third quarter ended April 27, 2002 and audited our financial
statements for Fiscal Year 2002 and Fiscal Year 2003.

During the two fiscal years ended July 28, 2000 ("Fiscal Year 2000") and
July 28, 2001 ("Fiscal Year 2001"), and the subsequent interim period through
April 17, 2002, there were no disagreements between us and AA on any matter of
accounting principles or practices, financial statement disclosure, or auditing
scope or procedure, which disagreements, if not resolved to AA's satisfaction,
would have caused AA to make a reference to the subject matter of the
disagreement in connection with its reports. The audit reports of AA on our
consolidated financial statements as of and for Fiscal Year 2000 and Fiscal Year
2001 did not contain any adverse opinion or disclaimer of opinion, nor were they
qualified or modified as to uncertainty, audit scope or accounting principles.

During Fiscal Year 2000 and Fiscal Year 2001, and the subsequent interim
period through April 17, 2002, we did not consult with PwC regarding any of the
matters or events set forth in Item 304(a)(2)(i) and (ii) of Regulation S-K.

Attendance at the Annual Meeting

The Board of Directors expects that representatives of PwC will be present
at the Meeting, afforded the opportunity to make a statement if they desire to
do so and available to respond to appropriate questions from stockholders.

New Auditor Fee Disclosure Rules

We have elected to early adopt the SEC's new proxy disclosure requirements
relating to auditor fees, implemented pursuant to the Sarbanes-Oxley Act of
2002. Under the new requirements, the audit fee categories have been expanded
from three categories to the following four categories:

o Audit Fees;

o Audit-Related Fees;

o Tax Fees; and

o All Other Fees.

The audit fee categories under the previous rules were reported as Audit Fees,
Financial Information Systems Design and Implementation Fees, and All Other
Fees. In addition, under the new disclosure rules, "Audit" has been expanded to
include audit and attest services provided in connection with statutory and
regulatory filings and SEC consent letter.

The SEC also requires that comparative information be provided for the
previous fiscal year. Therefore, auditor fee information from our 2002 proxy is
being restated here, after taking into account the new categories and
definitions that have been implemented.

Audit Fees

The aggregate fees billed or to be billed by PwC for Fiscal Year 2003 and
Fiscal Year 2002 for professional services rendered for (i) the audit of the
Company's annual financial statements set forth in the Company's Annual Report
on Form 10-K, (ii) the review of the Company's quarterly financial statements
set forth in the Company's Quarterly Reports on Form 10-Q, and (iii) services
related to statutory and regulatory filings or engagements were approximately
$177,500 and $130,000, respectively.

Audit-Related Fees

The aggregate fees billed by PwC for assurance and related services related
to the accounting consultations and audits in connection with acquisitions for
Fiscal Year 2003 and Fiscal Year 2002, were approximately $0 and $0.

Tax Fees

The aggregate fees billed by PwC for professional services related to tax
compliance and tax consulting services for Fiscal Year 2003 and Fiscal Year
2002, were approximately $220,000 and $58,320, respectively.

All Other Fees

The aggregate fees billed by PwC for services other than those described
above, including, but not limited to, publications and consulting services on
special projects, for Fiscal Year 2003 and Fiscal Year 2002, were approximately
$0 and $0, respectively.

Pre-approval Policies and Procedures

The Audit Committee has adopted a policy regarding non-audit services
provided by PwC, our independent accountants. First, the policy ensures the
independence of our auditors by expressly naming all services that the auditors
may not perform and reinforcing the principle of independence regardless of the
type of service. Second, certain non-audit services such as tax-related services
are permitted but limited in proportion to the audit fees paid. Third, the Chair
of the Audit Committee pre-approves non-audit services not specifically
permitted under this policy and the Audit Committee reviews the annual plan and
any subsequent engagements. Thus, all of the services described above under
audit-related fees, tax fees and all other fees were approved by the audit
committee pursuant to its pre-approval policies and procedures.

Independence Assessment by Audit Committee

The Company's Audit Committee considered and determined that the provision
of the services provided by PwC as set forth herein are compatible with
maintaining PwC's independence.

Vote Required

If a quorum is present and voting, the affirmative vote of the Votes Cast
is needed to ratify the appointment of PwC as the Company's independent
accountants, to audit the consolidated financial statements of the Company for
our Fiscal Year 2004.

THE BOARD OF DIRECTORS RECOMMENDS THAT
STOCKHOLDERS VOTE FOR RATIFICATION OF THE
APPOINTMENT OF PRICEWATERHOUSECOOOPERS LLP
AS INDEPENDENT ACCOUNTANTS FOR FISCAL YEAR 2004.

EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE

The following table sets forth all compensation paid or accrued during
Fiscal Years 2003, 2002 and 2001 to: (i) our Chief Executive Officer during
Fiscal Year 2003, (ii) each of our four other most highly compensated executive
officers whose annual compensation exceeded $100,000 for Fiscal Year 2003, and
(iii) an additional individual for whom disclosure would have been necessary
under item (ii) above, but for the fact the that such individual was not serving
as an executive officer of the Company at the end of Fiscal Year 2003.

Long-Term
Annual Compensation Compensation Awards
----------------------- --------------------
Fiscal Securities All Other
Name and Principal Positions Year Salary Bonus Underlying Options Compensation
- ---------------------------- -------- ----------- --------- -------------------- -----------------

Ali Jenab ........................... 2003 $400,000 -- 200,000 --
Chief Executive Officer, 2002 $400,000 -- 2,000,000 $158,823(1)
President and Director 2001 $353,077 -- 793,750(1) $255,702(1)

David M. Appelbaum .................. 2003 $164,768 $ 5,000 20,000 $110,000(2)
Former Sr. Vice President, Marketing 2002 $ 8,462 -- 400,000 --
2001 -- -- -- --

Colin Bodell ........................ 2003 $250,000 $25,000 100,000 --
Senior Vice President, 2002 $192,308 $20,000 400,000 --
Product Development 2001 -- -- -- --

Richard French ...................... 2003 $250,000 $25,000 100,000 --
Senior Vice President and 2002 $250,000 -- 400,000 --
General Manager, OSDN 2001 $134,615 -- 400,000 --

Greg Orzech ......................... 2003 $197,692 -- 200,000 $ 70,436(3)
Senior Vice President, Sales 2002 $180,000 -- 200,000 $ 37,156(3)
2001 $304,005 -- 370,000 --

Kathleen R. McElwee ................. 2003 $200,000 $25,000 100,000 --
Vice President and 2002 $102,308 -- 400,000 --
Chief Financial Officer 2001 -- -- -- --

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

(1) In June 2003, Mr. Jenab voluntarily cancelled options to purchase 1,006,250
shares of the Company's common stock granted to Mr. Jenab by the Company in
Fiscal Year 2001. In August 2000, we loaned Mr. Jenab $400,000 (the
"Loan"). The Loan bore interest at a rate of six and three-tenths percent
per annum and had an eighteen month term that ended in February 2002.
During Fiscal Year 2001, we forgave $244,444 of principal and $11,258 of
interest on the Loan. During Fiscal Year 2002, we forgave the remaining
$155,556 of principal and $3,267 of interest on the Loan.

(2) Pursuant to a separation agreement we entered into with Mr. Appelbaum in
Fiscal Year 2003, we paid Mr. Appelbaum $110,000. Mr. Appelbaum ceased
serving as our Sr. Vice President, Marketing, and his employment with the
Company terminated, on April 14, 2003.

(3) Pursuant to a Fiscal Year 2003 compensation agreement we entered into with
Mr. Orzech at the commencement of Fiscal Year 2003, we paid Mr. Orzech
$70,436 in commission payments. Pursuant to a Fiscal Year 2002 compensation
agreement we entered into with Mr. Orzech at the commencement of Fiscal
Year 2002, we paid Mr. Orzech $37,156 in commission payments.

Option Grants in Last Fiscal Year

The following table sets forth information concerning grants of stock
options to each of the executive officers named in our compensation table above
during Fiscal Year 2003. All options granted to these executive officers in the
last fiscal year were granted under our 1998 Stock Plan. The grants of stock
options set forth below are subject to change of control and separation
provisions described hereinafter in the section entitled "Change of Control and
Severance Agreements." The percent of the total options set forth below is based
on an aggregate of 1,464,600 options granted to employees during Fiscal Year
2003. All options were granted at the then fair market value as determined by
our Board of Directors on the date of grant.

Potential realizable value represents hypothetical gains that could be
achieved for the options if exercised at the end of the option term assuming
that the fair market value of the Common Stock on the date of grant appreciates
at 5% and 10% over the option term (ten years) and that the option is exercised
and sold on the last day of its option term for the appreciated stock price. The
assumed 5% and 10% rates of stock price appreciation are provided in accordance
with rules of the Securities and Exchange Commission and do not represent our
estimate or projection of our future Common Stock price. The calculation
includes the difference, if any, between the fair market value on the date of
grant and the exercise price for such options. Actual gains, if any, on stock
option exercises will depend on the future performance of our Common Stock.

Individual Grants
------------------------------------------------------------- Potential Realizable
% of Total Value at Assumed
Number of Options Annual Rates of
Securities Granted to Stock Price Appreciation
Underlying Employees Exercise for Option Term
Options During Price Expiration -------------------------
Name Granted Fiscal Year Per Share Date 5% 10%
- ---- ---------------- ------------- ----------- ------------ ----------- -----------

Ali Jenab ................... 200,000(1) 13.66% $1.2700 12/04/2012 $159,739 $404,811
David M. Appelbaum .......... 20,000(1) 1.37% $1.2700 12/04/2012 $ 15,974 $ 40,481
Colin Bodell ................ 100,000(1) 6.83% $1.2700 12/04/2012 $ 79,870 $202,405
Richard French .............. 100,000(1) 6.83% $1.2700 12/04/2012 $ 79,870 $202,405
Greg Orzech ................. 200,000(1) 13.66% $1.2700 12/04/2012 $159,739 $404,811
Kathleen R. McElwee ......... 100,000(1) 6.83% $1.2700 12/04/2012 $ 79,870 $202,405

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

(1) One forty-eighth of the shares subject to each option vest and become
exercisable each month following the date of grant.

Aggregated Option Exercises in Last Fiscal Year
and Fiscal Year-End Option Values

The following table sets forth information concerning option exercises in
Fiscal Year 2003 and exercisable and unexercisable stock options held by our
executive officers named in the summary compensation table at July 31, 2003. The
value of unexercised in-the-money options is based on a value of $1.88 per
share, the fair market value of our Common Stock as of July 31, 2003, the last
trading day of Fiscal Year 2003, less the actual per share exercise prices,
multiplied by the number of shares underlying the option. All options were
granted under our 1998 Stock Plan.

Aggregated Option Exercises in Last Fiscal Year
and Fiscal Year-End Option Values
Under Our 1998 Stock Plan

Number of Securities Value of Unexercised
Underlying Unexercised In-the-Money Options
Shares Options at July 31, 2003 at July 31, 2003(1)
Acquired Value ------------------------------- ------------------------------
Name on Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
- ---- ------------ ----------- ------------- --------------- ------------- --------------

Ali Jenab ................... 300,000 $404,010 1,126,249 1,487,501 $458,341 $1,105,458
David M. Appelbaum .......... 124,999 $176,249 4,166 -- $ 2,541 --
Colin Bodell ................ 160,000 $187,489 25,416 310,418 $ 16,670 $ 205,105
Richard French .............. 150,000 $208,250 268,748 481,252 $ 31,146 $ 252,354
Greg Orzech ................. 20,000 $ 23,200 396,038 443,962 $ 77,866 $ 204,334
Kathleen R. McElwee ......... 12,500 $ 16,000 152,082 335,418 $ 1,271 $ 52,104

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

(1) Total value of vested options based on fair market value of Company's
Common Stock of $1.88 per share as of July 31, 2003.

Change of Control and Severance Agreements

On February 27, 2001, the Compensation Committee directed management to
amend the employment letters of our President and Vice Presidents to insert
change of control and termination of employment provisions. On September 10,
2003, the Compensation Committee directed management to amend the employment
letters of three (3) additional members of the Company's senior management (the
"Senior Managers") to insert change of control and termination of employment
provisions.

If we elect to terminate Mr. Jenab's employment at any time for any reason
not deemed by us to be for cause as determined under the agreement, Mr. Jenab
will be entitled to receive compensation equal to twelve (12) months of his
annual base salary and bonus and twelve (12) months of accelerated vesting. Mr.
Jenab may, at any time during a twelve (12) month extended exercise period,
exercise his options with respect to shares that have accelerated pursuant to a
termination not deemed for cause. The awarding of these benefits will be
contingent, however, upon Mr. Jenab entering into a separation and release of
claims agreement prepared by us.

If we elect to terminate any Vice President or Senior Manager at any time
for any reason not deemed by us to be for cause, such Vice President or Senior
Manager will be entitled to receive compensation equal to six (6) months of such
Vice President's or Senior Manager's annual base salary and six (6) months of
accelerated vesting. Such Vice President or Senior Manager may, at any time
during a six (6) month extended exercise period, exercise his or her options
with respect to shares that have accelerated pursuant to a termination not
deemed for cause. The awarding of these benefits will be contingent, however,
upon such Vice President or Senior Manager entering into a separation and
release of claims agreement prepared by us.

In the event of a change of control, Mr. Jenab will receive an additional
twelve (12) months of vesting and our Vice Presidents and Senior Managers will
receive an additional six (6) months of vesting.

REPORT OF THE COMPENSATION COMMITTEE
OF THE BOARD OF DIRECTORS

The information contained in this report shall not be deemed to be
"soliciting material" or "filed" or incorporated by reference in future filings
with the SEC, or subject to the liabilities of Section 18 of the Exchange Act,
except to the extent that the Company specifically incorporates it by reference
into a document filed under the Securities Act or the Exchange Act.

The following is the report of the Compensation Committee of the Board of
Directors with respect to the compensation earned by our executive officers
during the fiscal year ended July 31, 2003. Some compensation amounts earned by
our executive officers during the fiscal year ended July 31, 2003 were paid
during Fiscal Year 2004. Actual compensation paid during Fiscal Year 2003 to the
named executive officers is shown in the Summary Compensation Table above.

Introduction

The Compensation Committee of the Board of Directors establishes our
general compensation policies, and establishes the compensation plans and
specific compensation levels for executive officers. The Compensation Committee
strives to ensure that our executive compensation programs will enable us to
attract and retain key people and motivate them to achieve or exceed certain of
our key objectives by making individual compensation directly dependent on our
achievement of certain financial goals, such as profitability and asset
management, and by providing rewards for exceeding those goals.

Compensation Programs

Base Salary. The Compensation Committee establishes base salaries for
executive officers. Base pay increases vary according to individual
contributions to our success and comparisons to similar positions within the
Company and at other comparable companies.

Bonuses. The Compensation Committee evaluates each executive officer
individually to determine a bonus for the fiscal year based on performance
criteria given to each executive officer at the commencement of the fiscal year.
These criteria include milestones aligned with our financial performance. In
September 2003, based upon the performance criteria listed above, the
Compensation Committee awarded a Fiscal Year 2003 bonus of $34,200 to Ms.
McElwee, $42,750 to Mr. Bodell, $42,750 to Mr. French and $32,490 to Mr.
Villadsen.

Stock Options. The Compensation Committee believes that stock options
provide additional incentive to officers to work towards maximizing stockholder
value. The Compensation Committee views stock options as one of the more
important components of our long-term, performance-based compensation
philosophy. These options are provided through initial grants at or near the
date of hire and through subsequent periodic grants. We generally grant options
that become exercisable over a four year period as a means of encouraging
executives and other employees to remain with us and to promote our success.
Options granted to our executive officers and other employees have exercise
prices equal to the fair market value at the time of grant. This approach is
designed to focus executives on the enhancement of stockholder value over the
long term and encourage equity ownership in the Company. Options vest and become
exercisable at such time as determined by the Board. The initial option grant is
designed to be competitive with those of comparable companies for the level of
the job that the executive holds and motivate the executive to make the kind of
decisions and implement strategies and programs that will contribute to an
increase in our stock price over time. Periodic additional stock options within
the comparable range for the job are granted to reflect the executives' ongoing
contributions to the Company, to create an incentive to remain at the Company
and to provide a long-term incentive to achieve or exceed our financial goals.

Other Compensation Programs. In addition to the foregoing, officers
participate in compensation plans available to all employees, such as
participation in both our 401(k) retirement plan and employee stock purchase
plan. We do not make matching contributions to either the 401(k) or employee
stock purchase plans.

Compensation Limitations

We have considered the potential future effects of Section 162(m) of the
Internal Revenue Code on the compensation paid to our executive officers. Under
Section 162(m) of the Internal Revenue Code, adopted in August 1993, and
regulations adopted thereunder by the Internal Revenue Service, publicly-held
companies may be precluded from deducting certain compensation paid to an
executive officer in excess of $1 million in a year. The regulations exclude
from this limit performance-based compensation and stock options provided
certain requirements, such as stockholder approval, are satisfied. The
Compensation Committee has decided that it is not appropriate at this time to
take any actions that would disqualify the Company's stock option plan and
executive annual cash bonus plans from deduction.

Compensation for the Chief Executive Officer

Ali Jenab is our Chief Executive Officer, President and a member of our
Board of Directors. The Compensation Committee's criteria for determining Mr.
Jenab's compensation are driven by several factors: the competitive marketplace,
our position in the rapidly evolving technology sector in which we operate, his
relative ownership interest in the Company and, most importantly, his
performance and the performance of the Company.

The Compensation Committee believes that Mr. Jenab performed well
throughout Fiscal Year 2003, providing valuable assistance and leadership as we
grew our online and application software businesses. In September 2003, the
Compensation Committee granted Mr. Jenab a bonus of $68,400 for his performance
during Fiscal Year 2003. In addition, during Fiscal Year 2003, the Compensation
Committee granted Mr. Jenab an option to purchase 200,000 shares of our Common
Stock.

In determining Mr. Jenab's Fiscal Year 2003 salary, bonus and option grant,
the Compensation Committee considered the same criteria, set forth above, it
used to evaluate the other executive officers, as well as his contribution to
the execution of our strategic plan.

Conclusion

All aspects of the Company's executive compensation are subject to change
at the discretion of the Compensation Committee in reaction to and in
recognition of the rapidly changing circumstances of the current marketplace.
The Compensation Committee will monitor our executive compensation on an ongoing
basis to ensure that it continues to support a performance-oriented environment
and remains properly integrated with our annual and long-term strategic
objectives.

Respectfully Submitted By:

MEMBERS OF THE COMPENSATION COMMITTEE

Douglas Leone, Chairman
Andre Boisvert
David B. Wright

REPORT OF THE AUDIT COMMITTEE
OF THE BOARD OF DIRECTORS

The Audit Committee is comprised solely of independent directors, as
defined in the Marketplace Rules of the NASDAQ Stock Market, and operates under
a written charter adopted by the Board of Directors (which was attached as
Appendix A to the Company's 2002 Proxy Statement). As described more fully in
its charter, the purpose of the Audit Committee is to oversee our accounting and
financial reporting processes and audits of our financial statements; approve
the hiring and firing of the independent auditors; assist the Board in oversight
and monitoring of (i) the integrity of our financial statements, (ii) our
compliance with legal and regulatory requirements, (iii) the independent
auditor's qualifications, independence and performance, and (iv) our internal
accounting and financial controls; prepare the report that the rules of the SEC
require be included in our annual proxy statement; provide the Board with the
results of its monitoring and recommendations derived therefrom; and provide to
the Board such additional information and materials as it may deem necessary to
make the Board aware of significant financial matters that require the attention
of the Board.

Our management has primary responsibility for the preparation, presentation
and integrity of our financial statements, accounting and financial reporting
principles, internal controls and procedures designed to ensure compliance with
accounting standards, applicable laws and regulations. In fulfilling its
oversight responsibilities, the Audit Committee reviewed and discussed the
consolidated financial statements in the Annual Report on Form 10-K with
management including a discussion of the quality, not just the acceptability, of
the accounting principles, the reasonableness of significant judgments, and the
clarity of the disclosures in the financial statements.

Review of Our Audited Financial Statements for Fiscal Year 2003

The Audit Committee discussed with PricewaterhouseCoopers LLP ("PwC"), our
independent accountants, who are responsible for expressing an opinion on the
conformity of those audited financial statements with accounting principles
generally accepted in the United States, PwC's judgments as to the quality, not
just the acceptability, of our accounting principles and such other matters as
are required to be discussed with the Audit Committee under Statement on
Auditing Standards No. 61, (Communication with Audit Committees). The Audit
Committee has received the written disclosures and the letter from PwC required
by Independence Standards Board Standard No. 1, (Independence Discussions with
Audit Committees) and has discussed with PwC its independence.

The Audit Committee discussed with PwC the overall scope and plans for the
audit. The Audit Committee meets with the independent accountants, with and
without management present, to discuss the results of their examinations, their
evaluations of our internal controls, and the overall quality of our financial
reporting. The Audit Committee held six meetings during Fiscal Year 2003.

In reliance on the reviews and discussions referred to above, the Audit
Committee recommended, and the Board of Directors approved, including the
audited financial statements in the Annual Report on Form 10-K for Fiscal Year
2003 for filing with the Securities and Exchange Commission. The Audit Committee
and the Board have also recommended, subject to stockholder ratification, the
selection of PwC as our independent accountants for Fiscal Year 2004.

Respectfully Submitted By:

MEMBERS OF THE AUDIT COMMITTEE

Robert M. Neumeister, Jr., Chairman
Ram Gupta
Carl Redfield

Performance Graph

Set forth below is a line graph comparing the percentage change in the
cumulative return to the stockholders of our Common Stock with the cumulative
return of the NASDAQ Stock Market (U.S.) Index and the Standard & Poors ("S&P")
Application Software Index for the period commencing December 9, 1999 and ending
on July 31, 2003. Returns for the indices are weighted based on market
capitalization at the beginning of each measurement point.

COMPARISON OF 4 YEAR CUMULATIVE TOTAL RETURN*
AMONG VA SOFTWARE CORPORATION,
THE NASDAQ STOCK MARKET (U.S.) INDEX
AND THE S & P APPLICATION SOFTWARE INDEX

[THE FOLLOWING DATA WAS REPRESENTED AS A LINE CHART IN THE PRINTED MATERIAL]

Cumulative Total Return
-----------------------------------------------------------------------------------------------------
12/99 1/00 4/00 7/00 10/00 1/01 4/01 7/01 10/01 1/02 4/02 7/02 10/02 1/03

VA SOFTWARE CORPORATION 100.00 408.75 138.75 103.75 89.58 25.63 9.37 6.00 4.83 8.07 4.23 2.20 2.83 3.70
NASDAQ STOCK MARKET (U.S.) 100.00 117.49 115.26 112.96 100.88 82.51 63.12 60.66 50.71 57.98 50.76 40.09 40.24 39.95
S & P APPLICATION SOFTWARE 100.00 121.26 89.57 74.74 108.22 86.47 66.62 63.16 44.30 56.87 42.31 28.47 30.06 29.91

Cumulative Total Return
------------
4/03 7/03

VA SOFTWARE CORPORATION 2.87 6.27
NASDAQ STOCK MARKET (U.S.) 44.32 52.38
S & P APPLICATION SOFTWARE 30.03 32.46

* The graph assumes that $100 was invested on December 9, 1999, in our Common
Stock, at the offering price of $30.00 per share, and $100 was invested on
November 30, 1999, in the NASDAQ Stock Market (U.S.) Index and the S&P
Application Software Index, and that all dividends were reinvested. We have
not declared or paid any dividends on our Common Stock. Stockholder returns
over the indicated period should not be considered indicative of future
stockholder returns.

CUMULATIVE TOTAL RETURN AT PERIOD ENDED

12/9/99 7/28/00 7/28/01 7/27/02 7/31/03
------- ------- ------- ------- -------

VA Software Corporation ................... 100.00 103.75 6.00 2.20 6.27
NASDAQ Stock Market (U.S.) Index .......... 100.00 112.96 60.66 40.09 52.38
S&P Application Software Index ............ 100.00 74.74 63.16 28.47 32.46

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires our officers and directors, and
persons who own more than ten percent of a registered class of our equity
securities, to file reports of ownership and changes in ownership with the
Securities and Exchange Commission (the "SEC"). Such officers, directors and
ten-percent stockholders are also required by SEC rules to furnish us with
copies of all forms that they file pursuant to Section 16(a). Based solely on
our review of the copies of such forms received by us, or written
representations from certain reporting persons, we believe that during Fiscal
Year 2003 all of our executive officers and directors complied with all
applicable filing requirements.

RELATED PARTY TRANSACTIONS

In our last fiscal year, there has not been nor is there currently proposed
any transaction or series of similar transactions to which we were or are to be
a party in which the amount involved exceeds $60,000 and in which any director,
executive officer, holder of more than 5% of our Common Stock or any member of
the immediate family of any of the foregoing persons had or will have a direct
or indirect material interest other than (1) compensation agreements and other
arrangements, which are described under "Change of Control and Severance
Agreements" and (2) as described below.

Investor Rights Agreement

The Company has entered into an agreement with the former holders of our
preferred stock, including Carl Redfield and Larry M. Augustin, pursuant to
which former preferred stockholders will have registration rights with respect
to their shares of Common Stock. The registration rights provide that if we
propose to register any securities under the Securities Act, either for our own
account or for the account of other security holders exercising registration
rights, they are entitled to notice of the registration and are entitled to
include shares of their Common Stock in the registration. This right is subject
to conditions and limitations, including the right of the underwriters in an
offering to limit the number of shares included in the registration. The holders
of these shares may also require us to file up to two registration statements
under the Securities Act at our expense with respect to their shares of Common
Stock. The Company is required to use its best efforts to effect these
registrations, subject to conditions and limitations. Furthermore, the holders
of these shares may require us to file additional registration statements on
Form S-3, subject to conditions and limitations. These rights terminate on the
earlier of five years after the effective date of our December 9, 1999 initial
public offering, the date on which all shares subject to these registration
rights have been sold to the public, or when a holder is able to sell all its
shares pursuant to Rule 144 under the Securities Act in any 90-day period.

Upon the completion of our initial public offering, all shares of our
outstanding preferred stock were automatically converted into an equal number of
shares of Common Stock. Larry M. Augustin, Chairman of our Board of Directors,
is a more than 5% stockholder.

Indemnification Agreements

The Company has entered into indemnification agreements with each of its
directors and officers. Such indemnification agreements will require us to
indemnify our directors and officers to the fullest extent permitted by Delaware
law.

OTHER MATTERS

The Company knows of no other matters to be submitted to the Meeting. If
any other matters properly come before the Meeting, it is the intention of the
persons named in the enclosed form Proxy to vote the shares they represent as
the Board of Directors may recommend.

THE BOARD OF DIRECTORS

Dated: October 27, 2003

[LOGO]

VA SOFTWARE CORP.
47071 BAYSIDE PARKWAY
FREMONT, CA 94538

VOTE BY PHONE - 1-800-690-6903
Use any touch-tone telephone to transmit your voting instructions up until 11:59
P.M. Eastern Time, on December 2, 2003. Have your proxy card in hand when you
call and then follow the simple instructions the Vote Voice provides you.

VOTE BY INTERNET - www.proxyvote.com
Use the Internet to transmit your voting instructions up until 11:59 P.M.
Eastern Time, on December 2, 2003. Have your proxy card in hand when you access
the web site.

VOTE BY MAIL
Mark, sign and date your proxy card and return it in the postage-paid envelope
we have provided, or return it to VA Software Corp., c/o ADP, 51 Mercedes Way,
Edgewood, NY 11717.

VOTE IN PERSON
Attend the Company's Annual Meeting of Stockholders on December 3, 2003 at 9:00
a.m., local time, at the Company's corporate headquarters located at 47071
Bayside Parkway, Fremont, CA 94538, and vote in person at the meeting.

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
KEEP THIS PORTION FOR YOUR RECORDS
- --------------------------------------------------------------------------------
DETACH AND RETURN THIS PORTION ONLY

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

VA SOFTWARE CORP.

The Board recommends a vote "FOR" all
Nominees for Director and "FOR" Proposal 2.

Vote On Directors

1. To elect three (3) Class I directors to serve for a three year term For Withhold For All
and until their successors are duly elected and qualified All All Except
(Proposal One);

01) Larry M. Augustin, 02) Andre Boisvert, 03) Douglas Leone [_} [_] [_]

To withhold authority to vote, mark "For All Except"
and write the nominee's number on the line below.

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

Vote On Proposal For Against Abstain

2. To ratify the appointment of PricewaterhouseCoopers LLP as independent
accountants for the fiscal year ending July 31, 2004 (Proposal Two). [_} [_] [_]

To transact such other business as may properly come before the meeting or any
adjournment or adjournment thereof.

In their discretion, the proxies are authorized to vote upon such other matters
which may properly be brought before the meeting or any adjournment(s) or
postponement(s) thereof.

The foregoing items of business are more fully described in the Proxy Statement
accompanying this Notice. Only stockholders of record at the close of business
on October 6, 2003 are entitled to notice of and to vote at the meeting.

Sincerely,

Bret M. DiMarco
Secretary

Fremont, California
October 27, 2003

Please sign exactly as your name appears on your stock certificate(s), date and
return this Proxy promptly in the reply envelope provided or vote by Internet or
by telephone. Please correct your address before returning this Proxy. If shares
are held by joint tenants or as community property, both should sign. If you are
signing as attorney, executor, administrator, trustee or guardian or if you are
signing in another fiduciary capacity, please give your full title as such. If a
corporation, please sign in full corporate name by President or other authorized
person. If a partnership, please sign in partnership name by authorized person.

- ----------------------------------------- --------------------------------
Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date

VA SOFTWARE CORP.

This Proxy is solicited on behalf of the Board of Directors

2002 ANNUAL MEETING OF STOCKHOLDERS
To Be Held December 3, 2003

YOUR VOTE IS IMPORTANT

This Proxy Statement is furnished in connection with the solicitation of proxies
by the Company, on behalf of the Board of Directors, for the 2003 Annual Meeting
of Stockholders. The Proxy Statement and the related proxy form are being
distributed on or about October 27, 2003. You can vote your shares using one of
the following methods:

o Vote through the Internet at the website shown on the proxy card;

o Vote by telephone using the toll-free number shown on the proxy card;

o Complete and return a written proxy card; or

o Attend the Company's 2003 Annual Meeting of Stockholders and vote.

Votes submitted through the Internet or by telephone must be received by 11:59
p.m., Eastern Time, on December 2, 2003. Internet and telephone voting are
available 24 hours per day; if you vote via the Internet or telephone, you do
not need to return a proxy card.

All stockholders are cordially invited to attend the meeting, however, to ensure
your representation at the meeting, you are urged to vote via the Internet or
telephone, or mark, sign, date and return the enclosed proxy card as promptly as
possible in the postage-prepaid envelope enclosed for that purpose. Any
stockholder attending the meeting may vote in person even if he or she has voted
via the Internet or telephone, or returned a proxy card.

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

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
December 3, 2003

TO THE STOCKHOLDERS:

NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of VA Software
Corp. (the "Company"), a Delaware corporation, will be held on Wednesday,
December 3, 2003 at 9:00 a.m., local time, at the Company's corporate
headquarters located at 47071 Bayside Parkway, Fremont, CA 94538, for the
purposes stated on the reverse side of this proxy card.

The signatory on the reverse side of this proxy card (the "Signatory"), revoking
all prior proxies, hereby appoints Ali Jenab and Kathleen R. McElwee, and each
of them, as proxies and attorneys-in-fact (the "Proxies"), with full power of
substitution, to represent and vote on the matters set forth in this proxy any
and all shares of the common stock of the Company held or owned by or standing
in the name of the Signatory on the Company's books that the Signatory would be
entitled to vote at the Annual Meeting of Stockholders of the Company to be held
on December 3, 2003, at 9:00 a.m. local time at the Company's corporate
headquarters located at 47071 Bayside Parkway, Fremont, CA 94538 and any
continuation or adjournment thereof, with all powers the Signatory would possess
if personally present at the meeting.

The Signatory hereby directs and authorizes said Proxies and each of them, or
their substitute or substitutes, to vote as specified with respect to the
proposals listed on the reverse side of this proxy card, or, if no specification
is made, to vote in favor of the election of all director nominees listed herein
and in favor of the ratification of the appointment of PricewaterhouseCoopers
LLP as independent accountants. The Signatory hereby further confers upon said
Proxies, and each of them, or their substitute or substitutes, discretionary
authority to vote with respect to all other matters that may properly come
before the meeting or any continuation or adjournment thereof.

The Signatory hereby acknowledges receipt of the Notice of Annual Meeting of
Stockholders, Proxy Statement and Annual Report.

THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED "FOR" THE ELECTION OF ALL DIRECTOR NOMINEES LISTED HEREIN AND "FOR" THE
RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT
ACCOUNTANTS.

- ----------- -----------
SEE REVERSE SEE REVERSE
SIDE CONTINUED AND TO BE SIGNED ON REVERSE SIDE SIDE
- ----------- -----------