<PAGE>   1
   AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 25, 2001
                                                     REGISTRATION NO. 333-______
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

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

                               BSQUARE CORPORATION
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                 WASHINGTON                                91-1650880
        (State or other jurisdiction                    (I.R.S. Employer
      of incorporation or organization)                Identification No.)

  3150 139TH AVENUE S.E., SUITE 500, BELLEVUE, WASHINGTON          98005-4081
         (Address of Principal Executive Offices)                  (Zip code)


            BSQUARE CORPORATION 2000 NON-QUALIFIED STOCK OPTION PLAN
                            (Full title of the Plan)

                                WILLIAM T. BAXTER
          CHAIRMAN OF THE BOARD, PRESIDENT AND CHIEF EXECUTIVE OFFICER
                        3150 139TH AVENUE S.E., SUITE 500
                         BELLEVUE, WASHINGTON 98005-4081
                     (Name and address of agent for service)

                                 (425) 519-5900
          (Telephone number, including area code, of agent for service)

                                   COPIES TO:

                              LAURA A. BERTIN, ESQ.
                            MARK F. WORTHINGTON, ESQ.
                           SUMMIT LAW GROUP, P.L.L.C.
                       1505 WESTLAKE AVENUE N., SUITE 300
                            SEATTLE, WASHINGTON 98109

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<S>                               <C>                <C>          <C>         <C>
==============================================================================================
                                                      PROPOSED     PROPOSED
                                                      MAXIMUM      MAXIMUM
  TITLE OF SECURITIES TO BE        AMOUNT TO BE       OFFERING    AGGREGATE       AMOUNT OF
          REGISTERED              REGISTERED (1)     PRICE PER     OFFERING   REGISTRATION FEE
                                                       SHARE        PRICE            (1)
==============================================================================================
  COMMON STOCK, NO PAR VALUE          63,300         $16.25(2)    $1,028,625       $257.16
    (CURRENTLY OUTSTANDING            120,000        $18.25(2)    $2,190,000       $547.50
           OPTIONS)
==============================================================================================
  COMMON STOCK, NO PAR VALUE          200,700        $ 3.10(3)    $  622,170       $155.54
(OPTIONS AVAILABLE FOR FUTURE
            GRANT)
==============================================================================================
            TOTAL                     384,000            --       $3,840,795       $960.20
==============================================================================================
</TABLE>

<PAGE>   2
(1)     Based on shares subject to outstanding options or reserved for future
        issuance pursuant to the 2000 Non-Qualified Stock Option Plan as of
        September 19, 2001. In addition, this Registration Statement also covers
        an indeterminate number of additional shares which may be necessary to
        adjust the number of shares reserved for issuance pursuant to such
        employee benefit plan as the result of any future stock split, stock
        dividend or similar adjustment of the registrant's outstanding Common
        Stock.

(2)     Computed pursuant to Rule 457(h) under the Securities Act of 1933, as
        amended, based upon the fixed exercise prices of options granted as of
        the filing date of this Registration Statement.

(3)     Estimated solely for the purpose of calculating the registration fee
        pursuant to Rule 457(h) under the Securities Act of 1933, as amended,
        based upon the average of the high and low sales prices of the Common
        Stock on September 24, 2001 as reported on the Nasdaq National Market,
        which was $3.10 per share.


<PAGE>   3
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

        We hereby incorporate by reference in this registration statement the
following documents:

        (a) Our Annual Report on Form 10-K for the fiscal year ended December
31, 2000, filed with the Securities and Exchange Commission (the "Commission")
on March 26, 2001 pursuant to Section 13(a) of the Securities Exchange Act of
1934, as amended ("Exchange Act");

        (b) Our Quarterly Report on Form 10-Q for the quarter ended March 31,
2001, filed with the Commission on May 9, 2001 pursuant to Section 13(a) of the
Exchange Act;

        (c) Our Quarterly Report on Form 10-Q for the quarter ended June 30,
2001, filed with the Commission on August 9, 2001 pursuant to Section 13(a) of
the Exchange Act; and

        (d) The description of our Common Stock contained in the registration
statement on Form 8-A filed with the Commission on October 15, 1999 under
Section 12(g) of the Exchange Act, including any amendments or reports for the
purpose of updating such description.

        All documents filed by us pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Exchange Act after the date hereof and prior to the filing of a
post-effective amendment which indicates that the securities offered hereby have
been sold or which deregisters the securities covered hereby then remaining
unsold, shall also be deemed to be incorporated by reference into this
registration statement and to be a part hereof commencing on the respective
dates on which such documents are filed.

ITEM 4.   DESCRIPTION OF SECURITIES.

Not applicable.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

None.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

        Sections 23B.08.500 through 23B.08.600 of the Washington Business
Corporation Act (the "WBCA") authorize a court to award, or a corporation's
board of directors to grant, indemnification to directors and officers on terms
sufficiently broad to permit indemnification under certain circumstances for
liabilities arising under the Securities Act of 1933, as amended, provided they
acted in good faith and in a manner reasonably believed to be in or not opposed
to the best interests of the corporation. Our amended and restated articles of
incorporation and bylaws require us to indemnify our officers and directors to
the fullest extent permitted by Washington law. Our directors and officers also
may be indemnified against liability they may incur for serving in that capacity
pursuant to a liability insurance policy maintained by us for such purpose.

        Section 23B.08.320 of the WBCA authorizes a corporation to limit a
director's liability to the corporation or its shareholders for monetary damages
for acts or omissions as a director, except in certain circumstances involving
intentional misconduct, knowing violations of law or illegal corporate loans or
distributions, or any transaction from which the director personally receives a
benefit in money, property or services to which the director is not legally
entitled. Our amended and restated articles of


                                      II-1
<PAGE>   4
incorporation contain provisions implementing, to the fullest extent permitted
by Washington law, such limitations on a director's liability to the registrant
and its shareholders.

        We have entered into certain indemnification agreements with our
officers and directors. The indemnification agreements provide our officers and
directors with indemnification to the maximum extent permitted by the WBCA.

ITEM 7.   EXEMPTION OF REGISTRATION CLAIMED.

        Not Applicable.

ITEM 8.   EXHIBITS.

<TABLE>
<CAPTION>
Exhibit
Number          Exhibit
-------         -------
<S>             <C>
4.1             See the registrant's Amended and Restated Articles of
                Incorporation, as amended (incorporated by reference to
                the registrant's registration statement on Form S-1
                (File No. 333-44306) filed with the Securities and
                Exchange Commission on October 19, 1999 and the
                registrant's quarterly report on Form 10-Q (File No.
                000-27687) filed with the Securities and Exchange
                Commission on August 7, 2000) and the registrant's
                Bylaws (incorporated by reference to the registrant's
                registration statement on Form S-1 (File No. 333-44306)
                filed with the Securities and Exchange Commission on
                October 19, 1999) for provisions defining the rights of
                the holders of common stock
5.1             Opinion of Summit Law Group, P.L.L.C.
23.1            Consent of Arthur Andersen LLP, Independent Public Accountants
23.2            Consent of Summit Law Group, P.L.L.C. (included in opinion filed
                as Exhibit 5.1)
24.1            Power of Attorney (see page II-4 of this Registration Statement)
99.1            BSQUARE Corporation 2000 Non-Qualified Stock Option Plan
</TABLE>

ITEM 9.   UNDERTAKINGS.

        (a)    The undersigned registrant hereby undertakes:

               (1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:

                   (i) To include any prospectus required by section 10(a)(3)
of the Securities Act;

                   (ii) To reflect in the prospectus any facts or events
arising after the effective date of this registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in this
registration statement; and

                   (iii) To include any material information with respect to
the plan of distribution not previously disclosed in this registration statement
or any material change to such information in this registration statement;
provided, however, that paragraphs (1)(i) and (1)(ii) above do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in this registration statement.

                                      II-2
<PAGE>   5
               (2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

               (3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

        (b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to section 15(d) of the Exchange Act) that is incorporated by
reference in this registration statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

        (c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.


                                      II-3
<PAGE>   6
                                   SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Bellevue, State of Washington, on the 25th day of
September, 2001.

                                     BSQUARE CORPORATION

                                     /s/ William T. Baxter
                                     ------------------------------
                                     By:  William T. Baxter
                                     Chairman of the Board, President and Chief
                                     Executive Officer

                                POWER OF ATTORNEY

        Each person whose signature appears below constitutes and appoints
William T. Baxter and Leila L. Kirske, or either of them, his true and lawful
attorney-in-fact and agent, with the power of substitution and resubstitution,
for him in his name, place and stead, in any and all capacities, to sign any or
all amendments to this registration statement, and to file the same, with
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and confirming all that
said attorney-in-fact and his agent or his substitutes, may lawfully do or cause
to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated above.

SIGNATURE                                TITLE

/s/ William T. Baxter
------------------------------------     Chairman of the Board, President and
William T. Baxter                        Chief Executive Officer
                                         (Principal Executive Officer)


/s/ Leila L. Kirske
------------------------------------     Chief Financial Officer
Leila L. Kirske                          (Principal Financial and Accounting
                                         Officer)

/s/ Jeffrey T. Chambers
------------------------------------     Director
Jeffrey T. Chambers

/s/ Scot E. Land
------------------------------------     Director
Scot E. Land

/s/ William Larson
------------------------------------     Director
William Larson


                                      II-4
<PAGE>   7
                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
Exhibit                                                                    Sequential
Number      Exhibit                                                        Page No.
-------     -------                                                        ----------
<S>         <C>                                                            <C>
4.1         See the registrant's Amended and Restated Articles of
            Incorporation, as amended (incorporated by reference to the
            registrant's registration statement on Form S-1 (File No.
            333-44306) filed with the Securities and Exchange Commission
            on October 19, 1999 and the registrant's quarterly report on
            Form 10-Q (File No. 000-27687) filed with the Securities and
            Exchange Commission on August 7, 2000) and the registrant's
            Bylaws (incorporated by reference to the registrant's
            registration statement on Form S-1 (File No. 333-44306) filed
            with the Securities and Exchange Commission on October 19,
            1999) for provisions defining the rights of the holders of
            common stock
5.1         Opinion of Summit Law Group, P.L.L.C.                            II-6
23.1        Consent of Arthur Andersen LLP, Independent Public               II-7
            Accoutants

23.2        Consent of Summit Law Group, P.L.L.C. (included in opinion
            filed as Exhibit 5.1)
24.1        Power of Attorney (see page II-4 of this Registration
            Statement)
99.1        BSQUARE Corporation 2000 Non-Qualified Stock Option Plan         II-8
</TABLE>


                                      II-5
[{"type": "S-8", "sequence": "1", "filename": "v75903s-8.txt", "description": "FORM S-8", "secsgml_size_bytes": 17596}]
{"company-data": {"conformed-name": "BSQUARE CORP /WA", "cik": "0001054721", "assigned-sic": "7389", "irs-number": "911650880", "state-of-incorporation": "WA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-70290", "film-number": "1746087"}, "business-address": {"street1": "3150 139TH AVE SE SUITE 500", "city": "BELLEVUE", "state": "WA", "zip": "98005", "phone": "4255195900"}, "mail-address": {"street1": "3150 139TH AVE SE SUITE 500", "city": "BELLEVUE", "state": "WA", "zip": "98005"}}
1
   AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 25, 2001
                                                     REGISTRATION NO. 333-______
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

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

                               BSQUARE CORPORATION
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                 WASHINGTON                                91-1650880
        (State or other jurisdiction                    (I.R.S. Employer
      of incorporation or organization)                Identification No.)

  3150 139TH AVENUE S.E., SUITE 500, BELLEVUE, WASHINGTON          98005-4081
         (Address of Principal Executive Offices)                  (Zip code)

            BSQUARE CORPORATION 2000 NON-QUALIFIED STOCK OPTION PLAN
                            (Full title of the Plan)

                                WILLIAM T. BAXTER
          CHAIRMAN OF THE BOARD, PRESIDENT AND CHIEF EXECUTIVE OFFICER
                        3150 139TH AVENUE S.E., SUITE 500
                         BELLEVUE, WASHINGTON 98005-4081
                     (Name and address of agent for service)

                                 (425) 519-5900
          (Telephone number, including area code, of agent for service)

                                   COPIES TO:

                              LAURA A. BERTIN, ESQ.
                            MARK F. WORTHINGTON, ESQ.
                           SUMMIT LAW GROUP, P.L.L.C.
                       1505 WESTLAKE AVENUE N., SUITE 300
                            SEATTLE, WASHINGTON 98109

                         CALCULATION OF REGISTRATION FEE
==============================================================================================
                                                      PROPOSED     PROPOSED
                                                      MAXIMUM      MAXIMUM
  TITLE OF SECURITIES TO BE        AMOUNT TO BE       OFFERING    AGGREGATE       AMOUNT OF
          REGISTERED              REGISTERED (1)     PRICE PER     OFFERING   REGISTRATION FEE
                                                       SHARE        PRICE            (1)
==============================================================================================
  COMMON STOCK, NO PAR VALUE          63,300         $16.25(2)    $1,028,625       $257.16
    (CURRENTLY OUTSTANDING            120,000        $18.25(2)    $2,190,000       $547.50
           OPTIONS)
==============================================================================================
  COMMON STOCK, NO PAR VALUE          200,700        $ 3.10(3)    $  622,170       $155.54
(OPTIONS AVAILABLE FOR FUTURE
            GRANT)
==============================================================================================
            TOTAL                     384,000            --       $3,840,795       $960.20
==============================================================================================
2
(1)     Based on shares subject to outstanding options or reserved for future
        issuance pursuant to the 2000 Non-Qualified Stock Option Plan as of
        September 19, 2001. In addition, this Registration Statement also covers
        an indeterminate number of additional shares which may be necessary to
        adjust the number of shares reserved for issuance pursuant to such
        employee benefit plan as the result of any future stock split, stock
        dividend or similar adjustment of the registrant's outstanding Common
        Stock.

(2)     Computed pursuant to Rule 457(h) under the Securities Act of 1933, as
        amended, based upon the fixed exercise prices of options granted as of
        the filing date of this Registration Statement.

(3)     Estimated solely for the purpose of calculating the registration fee
        pursuant to Rule 457(h) under the Securities Act of 1933, as amended,
        based upon the average of the high and low sales prices of the Common
        Stock on September 24, 2001 as reported on the Nasdaq National Market,
        which was $3.10 per share.
3
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

        We hereby incorporate by reference in this registration statement the
following documents:

        (a) Our Annual Report on Form 10-K for the fiscal year ended December
31, 2000, filed with the Securities and Exchange Commission (the "Commission")
on March 26, 2001 pursuant to Section 13(a) of the Securities Exchange Act of
1934, as amended ("Exchange Act");

        (b) Our Quarterly Report on Form 10-Q for the quarter ended March 31,
2001, filed with the Commission on May 9, 2001 pursuant to Section 13(a) of the
Exchange Act;

        (c) Our Quarterly Report on Form 10-Q for the quarter ended June 30,
2001, filed with the Commission on August 9, 2001 pursuant to Section 13(a) of
the Exchange Act; and

        (d) The description of our Common Stock contained in the registration
statement on Form 8-A filed with the Commission on October 15, 1999 under
Section 12(g) of the Exchange Act, including any amendments or reports for the
purpose of updating such description.

        All documents filed by us pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Exchange Act after the date hereof and prior to the filing of a
post-effective amendment which indicates that the securities offered hereby have
been sold or which deregisters the securities covered hereby then remaining
unsold, shall also be deemed to be incorporated by reference into this
registration statement and to be a part hereof commencing on the respective
dates on which such documents are filed.

ITEM 4.   DESCRIPTION OF SECURITIES.

Not applicable.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

None.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

        Sections 23B.08.500 through 23B.08.600 of the Washington Business
Corporation Act (the "WBCA") authorize a court to award, or a corporation's
board of directors to grant, indemnification to directors and officers on terms
sufficiently broad to permit indemnification under certain circumstances for
liabilities arising under the Securities Act of 1933, as amended, provided they
acted in good faith and in a manner reasonably believed to be in or not opposed
to the best interests of the corporation. Our amended and restated articles of
incorporation and bylaws require us to indemnify our officers and directors to
the fullest extent permitted by Washington law. Our directors and officers also
may be indemnified against liability they may incur for serving in that capacity
pursuant to a liability insurance policy maintained by us for such purpose.

        Section 23B.08.320 of the WBCA authorizes a corporation to limit a
director's liability to the corporation or its shareholders for monetary damages
for acts or omissions as a director, except in certain circumstances involving
intentional misconduct, knowing violations of law or illegal corporate loans or
distributions, or any transaction from which the director personally receives a
benefit in money, property or services to which the director is not legally
entitled. Our amended and restated articles of

                                      II-1
4
incorporation contain provisions implementing, to the fullest extent permitted
by Washington law, such limitations on a director's liability to the registrant
and its shareholders.

        We have entered into certain indemnification agreements with our
officers and directors. The indemnification agreements provide our officers and
directors with indemnification to the maximum extent permitted by the WBCA.

ITEM 7.   EXEMPTION OF REGISTRATION CLAIMED.

        Not Applicable.

ITEM 8.   EXHIBITS.
Exhibit
Number          Exhibit
-------         -------
4.1             See the registrant's Amended and Restated Articles of
                Incorporation, as amended (incorporated by reference to
                the registrant's registration statement on Form S-1
                (File No. 333-44306) filed with the Securities and
                Exchange Commission on October 19, 1999 and the
                registrant's quarterly report on Form 10-Q (File No.
                000-27687) filed with the Securities and Exchange
                Commission on August 7, 2000) and the registrant's
                Bylaws (incorporated by reference to the registrant's
                registration statement on Form S-1 (File No. 333-44306)
                filed with the Securities and Exchange Commission on
                October 19, 1999) for provisions defining the rights of
                the holders of common stock
5.1             Opinion of Summit Law Group, P.L.L.C.
23.1            Consent of Arthur Andersen LLP, Independent Public Accountants
23.2            Consent of Summit Law Group, P.L.L.C. (included in opinion filed
                as Exhibit 5.1)
24.1            Power of Attorney (see page II-4 of this Registration Statement)
99.1            BSQUARE Corporation 2000 Non-Qualified Stock Option Plan
ITEM 9.   UNDERTAKINGS.

        (a)    The undersigned registrant hereby undertakes:

               (1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:

                   (i) To include any prospectus required by section 10(a)(3)
of the Securities Act;

                   (ii) To reflect in the prospectus any facts or events
arising after the effective date of this registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in this
registration statement; and

                   (iii) To include any material information with respect to
the plan of distribution not previously disclosed in this registration statement
or any material change to such information in this registration statement;
provided, however, that paragraphs (1)(i) and (1)(ii) above do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in this registration statement.

                                      II-2
5
               (2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

               (3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

        (b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to section 15(d) of the Exchange Act) that is incorporated by
reference in this registration statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

        (c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

                                      II-3
6
                                   SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Bellevue, State of Washington, on the 25th day of
September, 2001.

                                     BSQUARE CORPORATION

                                     /s/ William T. Baxter
                                     ------------------------------
                                     By:  William T. Baxter
                                     Chairman of the Board, President and Chief
                                     Executive Officer

                                POWER OF ATTORNEY

        Each person whose signature appears below constitutes and appoints
William T. Baxter and Leila L. Kirske, or either of them, his true and lawful
attorney-in-fact and agent, with the power of substitution and resubstitution,
for him in his name, place and stead, in any and all capacities, to sign any or
all amendments to this registration statement, and to file the same, with
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and confirming all that
said attorney-in-fact and his agent or his substitutes, may lawfully do or cause
to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated above.

SIGNATURE                                TITLE

/s/ William T. Baxter
------------------------------------     Chairman of the Board, President and
William T. Baxter                        Chief Executive Officer
                                         (Principal Executive Officer)

/s/ Leila L. Kirske
------------------------------------     Chief Financial Officer
Leila L. Kirske                          (Principal Financial and Accounting
                                         Officer)

/s/ Jeffrey T. Chambers
------------------------------------     Director
Jeffrey T. Chambers

/s/ Scot E. Land
------------------------------------     Director
Scot E. Land

/s/ William Larson
------------------------------------     Director
William Larson

                                      II-4
7
                                  EXHIBIT INDEX
Exhibit                                                                    Sequential
Number      Exhibit                                                        Page No.
-------     -------                                                        ----------
4.1         See the registrant's Amended and Restated Articles of
            Incorporation, as amended (incorporated by reference to the
            registrant's registration statement on Form S-1 (File No.
            333-44306) filed with the Securities and Exchange Commission
            on October 19, 1999 and the registrant's quarterly report on
            Form 10-Q (File No. 000-27687) filed with the Securities and
            Exchange Commission on August 7, 2000) and the registrant's
            Bylaws (incorporated by reference to the registrant's
            registration statement on Form S-1 (File No. 333-44306) filed
            with the Securities and Exchange Commission on October 19,
            1999) for provisions defining the rights of the holders of
            common stock
5.1         Opinion of Summit Law Group, P.L.L.C.                            II-6
23.1        Consent of Arthur Andersen LLP, Independent Public               II-7
            Accoutants

23.2        Consent of Summit Law Group, P.L.L.C. (included in opinion
            filed as Exhibit 5.1)
24.1        Power of Attorney (see page II-4 of this Registration
            Statement)
99.1        BSQUARE Corporation 2000 Non-Qualified Stock Option Plan         II-8
II-5