Registration No. 333-________

                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER

                           THE SECURITIES ACT OF 1933
                                  VAXGEN, INC.
             (Exact name of registrant as specified in its charter)

          Delaware                                   94-3236309
 (State or other jurisdiction           (I.R.S. employer identification no.)
of incorporation or organization)

                        1000 Marina Boulevard, Suite 200
                           Brisbane, California 94005
                                 (650) 624-1000
               (Address of principal executive offices) (Zip code)

            VaxGen, Inc. Amended and Restated 1996 Stock Option Plan
                 VaxGen, Inc. 2001 Employee Stock Purchase Plan
          Employment Agreement between Lance K. Gordon and VaxGen, Inc.
                            (Full title of the plan)

                                 Lance K. Gordon
                             Chief Executive Officer
                        1000 Marina Boulevard, Suite 200
                           Brisbane, California 94005
                                 (650) 624-1000
                       (Name, address, including zip code,
        and telephone number, including area code, of agent for service)

                                   Copies to:
            Carter A. Lee                            Mark Hoffman, Esq.
    Senior Vice President, Finance            Gray Cary Ware & Freidenrich LLP
          and Administration                  999 Third Avenue, Suite 4000
    1000 Marina Boulevard, Suite 200            Seattle, Washington 98104
     Brisbane, California 94005                 Telephone: (206) 839-4800
     Telephone: (650) 624-1000                  Facsimile: (206) 839-4801
     Facsimile: (650) 624-1001


<PAGE>


<TABLE>
<CAPTION>
                                            CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------------------------------------------
                                                                              Proposed
     Title of                                       Proposed maximum           maximum                Amount of
  Securities to                 Amount to be            offering           aggregate offering       registration
  be registered(1)             registered(2)         price per share(3)         price(3)                fee(4)
------------------------------------------------------------------------------------------------------------------
<S>                                <C>                   <C>                  <C>                     <C>
Amended and Restated 1996 Stock Option Plan
-------------------------------------------
Common Stock, Par Value
$0.01                              1,500,000             $11.25               $16,875,000             $4,033.13

2001 Employee Stock Purchase Plan
---------------------------------
Common Stock, Par Value
$0.01                                300,000             $ 9.56               $ 2,868,000             $  685.45

Employment Agreement between Lance K. Gordon and VaxGen
-------------------------------------------------------
Common Stock, Par Value
$0.01                                400,000             $11.25               $ 4,500,000             $1,075.50

TOTALS                             2,200,000                                  $24,243,000             $5,794.08
</TABLE>
_________________

1 The securities to be registered  include  options and rights to acquire Common
Stock.

2 Pursuant to Rule  416(a),  this  Registration  Statement  shall also cover any
additional securities that may be offered or issued in connection with any stock
split, stock dividend or similar transaction.

3  Estimated  pursuant  to Rule 457  solely  for  purposes  of  calculating  the
registration fee. As to shares subject to options under the Amended and Restated
1996 Stock Option Plan and the Employment  Agreement  with Lance K. Gordon,  the
price is based upon the  average of the high and low prices of the Common  Stock
on March 20, 2002, as reported on the Nasdaq National Market.  The 2001 Employee
Stock Purchase Plan establishes a purchase price equal to 85% of the fair market
value of the Company's Common Stock, and, therefore,  the price for shares under
this plan is based  upon 85% of the  average  of the high and low  prices of the
Common Stock on March 20, 2002, as reported on the Nasdaq National Market.

4 Includes $19.64 previously paid by the Registrant (File No. 333-63258) on June
18, 2001.


                                       2
<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

     The following documents are incorporated in this registration  statement by
reference:

     (a) The  registrant's  latest annual report on Form 10-K filed  pursuant to
Sections 13(a) or 15(d) of the Securities  Exchange Act of 1934, as amended (the
"Exchange Act"),  containing  audited financial  statements for the registrant's
latest  fiscal year ended  December 31, 2000, as filed with the  Securities  and
Exchange Commission on March 30, 2001;

     (b) All other  reports  filed  pursuant  to  Section  13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the registrant document
referred to in (a) above; and

     (c) The  description  of the  registrant's  Common  Stock  set forth in the
registration  statement on Form 8-A filed by the registrant  with the Securities
and Exchange  Commission  on June 29, 1999,  under Section 12(g) of the Exchange
Act (File No. 0-26483).

     All documents  filed by the  registrant  with the  Securities  and Exchange
Commission after the date of this  registration  statement  pursuant to Sections
13(a),  13(c),  14 and  15(d)  of the  Exchange  Act,  before  the  filing  of a
post-effective amendment which indicates that all securities offered pursuant to
this  registration  statement have been sold or which deregisters all securities
then remaining  unsold,  shall also be deemed to be incorporated by reference in
this  registration  statement and to be part hereof from the respective dates of
filing of such documents.

Item 4. Description of Securities.

     The class of securities to be offered is registered under Section 12 of the
Exchange Act.

Item 5. Interests of Named Experts and Counsel.

     Not applicable.


                                       3
<PAGE>

Item 6. Indemnification of Directors and Officers.

     Section 145 of the Delaware  General  Corporation Law authorizes a court to
award,  or a corporation's  Board of Directors to grant,  indemnity to directors
and officers in terms  sufficiently broad to permit such  indemnification  under
certain  circumstances  for liabilities  (including  reimbursement  for expenses
incurred) arising under the Securities Act of 1933, as amended. The Registrant's
Certificate  of  Incorporation  and Bylaws  provide  that the  Registrant  shall
indemnify  its  directors,  officers,  employees and other agents to the fullest
extent   permitted   by  Delaware   law,   including   circumstances   in  which
indemnification is otherwise discretionary under Delaware law.

     The  Registrant has entered into  agreements  with certain of its directors
that  require the  Registrant  to indemnify  such persons to the fullest  extent
permitted under Delaware law against expenses, judgments, fines, settlements and
other  amounts  actually  and  reasonably  incurred  (including  expenses  of  a
derivative  action)  in  connection  with  any  proceeding,  whether  actual  or
threatened,  to which any such  person may be made a party by reason of the fact
that such person is or was a director or an executive  officer of the registrant
or any of its affiliated  enterprises.  The indemnification  agreements also set
forth  certain  procedures  that  will  apply  in  the  event  of  a  claim  for
indemnification  thereunder. The Registrant has also secured insurance on behalf
of its executive officers and directors for certain  liabilities  arising out of
their actions in such capacities.

Item 7. Exemption From Registration Claimed.

     Not applicable.

Item 8. Exhibits.

     See Exhibit Index.

Item 9. Undertakings.

     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 the  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 the
     registration statement; and


                                       4
<PAGE>

          (iii) To include any material  information with respect to the plan of
     distribution not previously disclosed in the registration  statement or any
     material change to such information in the registration statement;

provided,  however,  that  paragraphs  (1)(i)  and  (l)(ii)  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 the registration statement.

     (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.

     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 Section 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 the 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.

     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 Securities  and Exchange  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.


                                       5
<PAGE>

                                    SIGNATURE

     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 Brisbane,  state of California,  on this 25th day of
March, 2002.

                                      VAXGEN, INC.


                                      By: /s/ Lance K. Gordon
                                         ------------------------
                                          Lance K. Gordon
                                          Chief Executive Officer


                                       6
<PAGE>

                        SIGNATURES AND POWER OF ATTORNEY

     The officers and directors of VaxGen,  Inc. whose signatures  appear below,
hereby  constitute  and appoint  Lance K. Gordon and Carter A. Lee,  and each of
them,  their  true  and  lawful  attorneys  and  agents,   with  full  power  of
substitution, each with power to act alone, to sign and execute on behalf of the
undersigned any amendment or amendments to this  registration  statement on Form
S-8, and each of the undersigned does hereby ratify and confirm all that each of
said attorney and agent,  or their or his  substitutes,  shall 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 dates indicated.

       Signature                       Title                         Date
       ---------                       -----                         ----

/s/ Lance K. Gordon          Chief Executive Officer and         March 25, 2002
-------------------------    Director (Principal Executive
Lance K. Gordon              Officer)


/s/ Carter A. Lee            Senior Vice President Finance &     March 25, 2002
-------------------------    Administration (Principal
Carter A. Lee                Financial and Accounting Officer)


/s/ Donald P. Francis        President and Director              March 25, 2002
-------------------------
Donald P. Francis

/s/ Phillip W. Berman        Senior Vice President, Research     March 25, 2002
-------------------------    and Development, Director
Phillip W. Berman

                             Director                            March __, 2002
-------------------------
David W. Beier

/s/ Randall L-W. Caudill     Director                            March 25, 2002
-------------------------
Randall L-W. Caudill

                             Director                            March __, 2002
-------------------------
Stephen C. Francis


                                        7
<PAGE>

/s/ Ruth B. Kunath           Director                            March 25, 2002
-------------------------
Ruth B. Kunath

/s/ William D. Young         Director                            March 25, 2002
-------------------------
William D. Young


                                       8
<PAGE>

                                            EXHIBIT INDEX

4.1   Amended and Restated Certificate of Incorporation

4.2   Certificate  of  Designations,  Rights  and  Preferences  of  Series  A 6%
      Cumulative Convertible Preferred Stock

4.3   Amendment to the Amended and Restated Certificate of Incorporation

4.4   Bylaws of the registrant are  incorporated  by reference to Exhibit 3.2 to
      the  registrant's  Registration  Statement  on Form  S-1/A  filed with the
      Securities and Exchange Commission on June 11, 1999 (No. 333-78065)

5     Opinion of Gray Cary Ware & Freidenrich LLP

23.1  Consent of Gray Cary Ware & Freidenrich LLP (included in Exhibit 5)

23.2  Consent of Independent Auditors

24    Powers of  Attorney  (included  in  signature  pages to this  registration
      statement)


                                       9
[{"type": "S-8", "sequence": "1", "filename": "d50059_s-8.txt", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 16400}]
{"company-data": {"conformed-name": "VAXGEN INC", "cik": "0001036968", "assigned-sic": "2834", "irs-number": "943236309", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-84922", "film-number": "02586861"}, "business-address": {"street1": "1000 MARINA BLVD", "street2": "STE 200", "city": "BRISBANE", "state": "CA", "zip": "94005", "phone": "6506241000"}, "mail-address": {"street1": "1000 MARINA BLVD", "street2": "STE 200", "city": "BRISBANE", "state": "CA", "zip": "94005"}}
Registration No. 333-________

                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER

                           THE SECURITIES ACT OF 1933
                                  VAXGEN, INC.
             (Exact name of registrant as specified in its charter)

          Delaware                                   94-3236309
 (State or other jurisdiction           (I.R.S. employer identification no.)
of incorporation or organization)

                        1000 Marina Boulevard, Suite 200
                           Brisbane, California 94005
                                 (650) 624-1000
               (Address of principal executive offices) (Zip code)

            VaxGen, Inc. Amended and Restated 1996 Stock Option Plan
                 VaxGen, Inc. 2001 Employee Stock Purchase Plan
          Employment Agreement between Lance K. Gordon and VaxGen, Inc.
                            (Full title of the plan)

                                 Lance K. Gordon
                             Chief Executive Officer
                        1000 Marina Boulevard, Suite 200
                           Brisbane, California 94005
                                 (650) 624-1000
                       (Name, address, including zip code,
        and telephone number, including area code, of agent for service)

                                   Copies to:
            Carter A. Lee                            Mark Hoffman, Esq.
    Senior Vice President, Finance            Gray Cary Ware & Freidenrich LLP
          and Administration                  999 Third Avenue, Suite 4000
    1000 Marina Boulevard, Suite 200            Seattle, Washington 98104
     Brisbane, California 94005                 Telephone: (206) 839-4800
     Telephone: (650) 624-1000                  Facsimile: (206) 839-4801
     Facsimile: (650) 624-1001
CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------------------------------------------
                                                                              Proposed
     Title of                                       Proposed maximum           maximum                Amount of
  Securities to                 Amount to be            offering           aggregate offering       registration
  be registered(1)             registered(2)         price per share(3)         price(3)                fee(4)
------------------------------------------------------------------------------------------------------------------
Amended and Restated 1996 Stock Option Plan
-------------------------------------------
Common Stock, Par Value
$0.01                              1,500,000             $11.25               $16,875,000             $4,033.13

2001 Employee Stock Purchase Plan
---------------------------------
Common Stock, Par Value
$0.01                                300,000             $ 9.56               $ 2,868,000             $  685.45

Employment Agreement between Lance K. Gordon and VaxGen
-------------------------------------------------------
Common Stock, Par Value
$0.01                                400,000             $11.25               $ 4,500,000             $1,075.50

TOTALS                             2,200,000                                  $24,243,000             $5,794.08
_________________

1 The securities to be registered  include  options and rights to acquire Common
Stock.

2 Pursuant to Rule  416(a),  this  Registration  Statement  shall also cover any
additional securities that may be offered or issued in connection with any stock
split, stock dividend or similar transaction.

3  Estimated  pursuant  to Rule 457  solely  for  purposes  of  calculating  the
registration fee. As to shares subject to options under the Amended and Restated
1996 Stock Option Plan and the Employment  Agreement  with Lance K. Gordon,  the
price is based upon the  average of the high and low prices of the Common  Stock
on March 20, 2002, as reported on the Nasdaq National Market.  The 2001 Employee
Stock Purchase Plan establishes a purchase price equal to 85% of the fair market
value of the Company's Common Stock, and, therefore,  the price for shares under
this plan is based  upon 85% of the  average  of the high and low  prices of the
Common Stock on March 20, 2002, as reported on the Nasdaq National Market.

4 Includes $19.64 previously paid by the Registrant (File No. 333-63258) on June
18, 2001.

                                       2
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

     The following documents are incorporated in this registration  statement by
reference:

     (a) The  registrant's  latest annual report on Form 10-K filed  pursuant to
Sections 13(a) or 15(d) of the Securities  Exchange Act of 1934, as amended (the
"Exchange Act"),  containing  audited financial  statements for the registrant's
latest  fiscal year ended  December 31, 2000, as filed with the  Securities  and
Exchange Commission on March 30, 2001;

     (b) All other  reports  filed  pursuant  to  Section  13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the registrant document
referred to in (a) above; and

     (c) The  description  of the  registrant's  Common  Stock  set forth in the
registration  statement on Form 8-A filed by the registrant  with the Securities
and Exchange  Commission  on June 29, 1999,  under Section 12(g) of the Exchange
Act (File No. 0-26483).

     All documents  filed by the  registrant  with the  Securities  and Exchange
Commission after the date of this  registration  statement  pursuant to Sections
13(a),  13(c),  14 and  15(d)  of the  Exchange  Act,  before  the  filing  of a
post-effective amendment which indicates that all securities offered pursuant to
this  registration  statement have been sold or which deregisters all securities
then remaining  unsold,  shall also be deemed to be incorporated by reference in
this  registration  statement and to be part hereof from the respective dates of
filing of such documents.

Item 4. Description of Securities.

     The class of securities to be offered is registered under Section 12 of the
Exchange Act.

Item 5. Interests of Named Experts and Counsel.

     Not applicable.

                                       3
Item 6. Indemnification of Directors and Officers.

     Section 145 of the Delaware  General  Corporation Law authorizes a court to
award,  or a corporation's  Board of Directors to grant,  indemnity to directors
and officers in terms  sufficiently broad to permit such  indemnification  under
certain  circumstances  for liabilities  (including  reimbursement  for expenses
incurred) arising under the Securities Act of 1933, as amended. The Registrant's
Certificate  of  Incorporation  and Bylaws  provide  that the  Registrant  shall
indemnify  its  directors,  officers,  employees and other agents to the fullest
extent   permitted   by  Delaware   law,   including   circumstances   in  which
indemnification is otherwise discretionary under Delaware law.

     The  Registrant has entered into  agreements  with certain of its directors
that  require the  Registrant  to indemnify  such persons to the fullest  extent
permitted under Delaware law against expenses, judgments, fines, settlements and
other  amounts  actually  and  reasonably  incurred  (including  expenses  of  a
derivative  action)  in  connection  with  any  proceeding,  whether  actual  or
threatened,  to which any such  person may be made a party by reason of the fact
that such person is or was a director or an executive  officer of the registrant
or any of its affiliated  enterprises.  The indemnification  agreements also set
forth  certain  procedures  that  will  apply  in  the  event  of  a  claim  for
indemnification  thereunder. The Registrant has also secured insurance on behalf
of its executive officers and directors for certain  liabilities  arising out of
their actions in such capacities.

Item 7. Exemption From Registration Claimed.

     Not applicable.

Item 8. Exhibits.

     See Exhibit Index.

Item 9. Undertakings.

     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 the  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 the
     registration statement; and

                                       4
(iii) To include any material  information with respect to the plan of
     distribution not previously disclosed in the registration  statement or any
     material change to such information in the registration statement;

provided,  however,  that  paragraphs  (1)(i)  and  (l)(ii)  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 the registration statement.

     (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.

     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 Section 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 the 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.

     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 Securities  and Exchange  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.

                                       5
SIGNATURE

     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 Brisbane,  state of California,  on this 25th day of
March, 2002.

                                      VAXGEN, INC.

                                      By: /s/ Lance K. Gordon
                                         ------------------------
                                          Lance K. Gordon
                                          Chief Executive Officer

                                       6
SIGNATURES AND POWER OF ATTORNEY

     The officers and directors of VaxGen,  Inc. whose signatures  appear below,
hereby  constitute  and appoint  Lance K. Gordon and Carter A. Lee,  and each of
them,  their  true  and  lawful  attorneys  and  agents,   with  full  power  of
substitution, each with power to act alone, to sign and execute on behalf of the
undersigned any amendment or amendments to this  registration  statement on Form
S-8, and each of the undersigned does hereby ratify and confirm all that each of
said attorney and agent,  or their or his  substitutes,  shall 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 dates indicated.

       Signature                       Title                         Date
       ---------                       -----                         ----

/s/ Lance K. Gordon          Chief Executive Officer and         March 25, 2002
-------------------------    Director (Principal Executive
Lance K. Gordon              Officer)

/s/ Carter A. Lee            Senior Vice President Finance &     March 25, 2002
-------------------------    Administration (Principal
Carter A. Lee                Financial and Accounting Officer)

/s/ Donald P. Francis        President and Director              March 25, 2002
-------------------------
Donald P. Francis

/s/ Phillip W. Berman        Senior Vice President, Research     March 25, 2002
-------------------------    and Development, Director
Phillip W. Berman

                             Director                            March __, 2002
-------------------------
David W. Beier

/s/ Randall L-W. Caudill     Director                            March 25, 2002
-------------------------
Randall L-W. Caudill

                             Director                            March __, 2002
-------------------------
Stephen C. Francis

                                        7
/s/ Ruth B. Kunath           Director                            March 25, 2002
-------------------------
Ruth B. Kunath

/s/ William D. Young         Director                            March 25, 2002
-------------------------
William D. Young

                                       8
EXHIBIT INDEX

4.1   Amended and Restated Certificate of Incorporation

4.2   Certificate  of  Designations,  Rights  and  Preferences  of  Series  A 6%
      Cumulative Convertible Preferred Stock

4.3   Amendment to the Amended and Restated Certificate of Incorporation

4.4   Bylaws of the registrant are  incorporated  by reference to Exhibit 3.2 to
      the  registrant's  Registration  Statement  on Form  S-1/A  filed with the
      Securities and Exchange Commission on June 11, 1999 (No. 333-78065)

5     Opinion of Gray Cary Ware & Freidenrich LLP

23.1  Consent of Gray Cary Ware & Freidenrich LLP (included in Exhibit 5)

23.2  Consent of Independent Auditors

24    Powers of  Attorney  (included  in  signature  pages to this  registration
      statement)

                                       9