<PAGE>   1
      AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 20, 1998
                                                    REGISTRATION NO. 333-_______

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                             ----------------------

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

                               REALNETWORKS, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

           WASHINGTON                                    91-1628146
 (STATE OR OTHER JURISDICTION               (I.R.S. EMPLOYER IDENTIFICATION NO.)
OF INCORPORATION OR ORGANIZATION)

                          1111 THIRD AVENUE, SUITE 2900
                            SEATTLE, WASHINGTON 98101
                                 (206) 674-2700
          (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING
             AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)

           VIVO SOFTWARE, INC. 1993 EQUITY INCENTIVE PLAN, AS AMENDED
                            (FULL TITLE OF THE PLAN)

                                  ROBERT GLASER
                             CHIEF EXECUTIVE OFFICER
                          1111 THIRD AVENUE, SUITE 2900
                            SEATTLE, WASHINGTON 98101
                                 (206) 674-2700
            (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
                   INCLUDING AREA CODE, OF AGENT FOR SERVICE)
                             ----------------------
                                    COPY TO:

                                LAURA T. PUCKETT
                    GRAHAM & JAMES LLP/RIDDELL WILLIAMS P.S.
                      1001 FOURTH AVENUE PLAZA, SUITE 4500
                            SEATTLE, WASHINGTON 98154
                              TEL.: (206) 624-3600
                              FAX.: (206) 389-1708
                             ----------------------

                         CALCULATION OF REGISTRATION FEE


<TABLE>
<CAPTION>
     TITLE OF SECURITIES            AMOUNT TO BE         PROPOSED MAXIMUM               PROPOSED MAXIMUM            AMOUNT OF
       TO BE REGISTERED            REGISTERED(1)    OFFERING PRICE PER SHARE(2)   AGGREGATE OFFERING PRICE(2)    REGISTRATION FEE
       ----------------            -------------    ---------------------------   ---------------------------    ----------------
<S>                                <C>              <C>                           <C>                            <C>
Common Stock., $.001 per share         45,751                 $26.25                       $1,200,964                $355.00
</TABLE>


(1)     Together with (i) an indeterminate number of shares of Common Stock that
        may become issuable under the Vivo Software, Inc. 1993 Equity Incentive
        Plan, as amended (the "Plan"), as a result of the adjustment provisions
        therein, and (ii) if any interests in the Plan constitute separate
        securities required to be registered under the Securities Act of 1933,
        as amended, then, pursuant to Rule 416(c), an indeterminate amount of
        such interests to be offered or sold pursuant to the Plan.

(2)     Computed pursuant to Rule 457(c) and (h) based on the average of the
        high and low sale prices for the Common Stock reported by the Nasdaq
        National Market on May 19, 1998, which was $26.25.


<PAGE>   2
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

            The following documents are hereby incorporated by reference into
this Registration Statement:

                     (a) The Registrant's Annual Report on Form 10-K for the
year ended December 31, 1997, filed by the Registrant with the Securities and
Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended
(the "Exchange Act");

                     (b) All reports filed by the Registrant pursuant to Section
13(a) or 15(d) of the Exchange Act since December 31, 1997; 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 September 26, 1997, under Section 12(g) of
the Exchange Act.

           All documents filed by the Registrant with the Securities and
Exchange Commission 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 all of the securities offered hereby have been
sold or which deregisters all of 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.

           Any statement incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this Registration Statement to the extent
that a statement contained herein or in any other subsequently filed document
that also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

ITEM 4.  DESCRIPTION OF SECURITIES

           Not required.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

           The legality of the Shares is being passed upon for the Registrant by
Graham & James LLP/Riddell Williams, P.S., 1001 Fourth Avenue Plaza, Suite 4500,
Seattle, Washington 98154, which serves as the Registrant's outside general
counsel. Members of, lawyers of counsel to, and associates performing services
for the Registrant in connection with their employment by, Graham & James
LLP/Riddell Williams P.S. directly or indirectly beneficially own 1,820 shares
of the Registrant's Common Stock.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

           The Registrant's Amended and Restated Articles of Incorporation (the
"Articles") contain provisions entitling directors and executive officers to be
indemnified by the Registrant against claims arising out of their actions in
such capacities to the fullest extent permitted by law, and the Registrant has
entered into Indemnification Agreements with each of its directors and executive
officers that contractually entitle such persons to similar protection. In
addition, the Articles contain provisions limiting the personal liability of
directors to the Registrant or its shareholders to the fullest extent permitted
by law. 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.


<PAGE>   3
ITEM 8.  EXHIBITS


<TABLE>
<CAPTION>
        Exhibit
         Number                     Description
         ------                     -----------
<S>                 <C>
          5.1       Opinion of Graham & James LLP/Riddell Williams P.S.

          23.1      Consent of Graham & James LLP/Riddell Williams P.S.
                    (included in opinion filed as Exhibit 5.1)

          23.2      Consent of KPMG Peat Marwick LLP

          24.1      Power of Attorney (included on signature page)

          99.1      Vivo Software, Inc. 1993 Equity Incentive Plan, as amended
</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.

          (2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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 that 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 of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefits
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) 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
of 1933 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
of 1933 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 of 1933 and will be governed by the final adjudication of such issue.



<PAGE>   4
                                   SIGNATURES

          Pursuant to the requirements of the Securities Act of 1933, as
amended, 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 Seattle, State of Washington, on May 20, 1998.

                          REALNETWORKS, INC.


                          By:       /s/  Robert Glaser
                             ----------------------------------------------
                             Robert Glaser
                             Chairman of the Board and Chief Executive Officer

                                POWER OF ATTORNEY

          Each person whose signature appears below hereby constitutes and
appoints Robert Glaser and Bruce Jacobsen, and each of them severally, as such
person's attorneys-in-fact, with full power of substitution and resubstitution,
to execute in the name and on behalf of such person, individually and in each
capacity stated below, and to file, any and all amendments to this Registration
Statement, including any and all post-effective amendments.

           Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed below by the following
persons in the capacities indicated on May 20, 1998.


<TABLE>
<CAPTION>
         SIGNATURE                                              TITLE                                   DATE
         ---------                                              -----                                   ----
<S>                                    <C>                                                          <C> 
     /s/ Robert Glaser                 Chairman of the Board and Chief Executive Officer            May 20, 1998
-------------------------------        (Principal Executive Officer)
       Robert Glaser                                                

    /s/ Mark Klebanoff                 Chief Financial Officer (Principal Financial Officer)        May 20, 1998
-------------------------------
      Mark Klebanoff

      /s/ Keith Adams                  Controller (Principal Accounting Officer)                    May 20, 1998
-------------------------------
        Keith Adams

    /s/ Bruce Jacobsen                 President, Chief Operating Officer and Director              May 20, 1998
-------------------------------
      Bruce Jacobsen

    /s/ James W. Breyer                Director                                                     May 20, 1998
-------------------------------
      James W. Breyer

    /s/ Mitchell Kapor                 Director                                                     May 20, 1998
-------------------------------
      Mitchell Kapor
</TABLE>


<PAGE>   5
                                INDEX TO EXHIBITS


<TABLE>
<CAPTION>
        Exhibit
         Number                      Description
         ------                      -----------
<S>                 <C>
          5.1       Opinion of Graham & James LLP/Riddell Williams P.S.

          23.1      Consent of Graham & James LLP/Riddell Williams P.S.
                    (included in opinion filed as Exhibit 5.1)

          23.2      Consent of KPMG Peat Marwick LLP

          24.1      Power of Attorney (included on signature page)

          99.1      Vivo Software, Inc. 1993 Equity Incentive Plan, as amended
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 15022}]
{"company-data": {"conformed-name": "REALNETWORKS INC", "cik": "0001046327", "assigned-sic": "7371", "irs-number": "911628146", "state-of-incorporation": "WA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-53127", "film-number": "98628845"}, "business-address": {"street1": "1111 THIRD AVE", "street2": "STE 2900", "city": "SEATTLE", "state": "WA", "zip": "98101", "phone": "2066742700"}, "mail-address": {"street1": "1111 THIRD AVE", "street2": "STE 2900", "city": "SEATTLE", "state": "WA", "zip": "98101"}}
1
      AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 20, 1998
                                                    REGISTRATION NO. 333-_______

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                             ----------------------

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

                               REALNETWORKS, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

           WASHINGTON                                    91-1628146
 (STATE OR OTHER JURISDICTION               (I.R.S. EMPLOYER IDENTIFICATION NO.)
OF INCORPORATION OR ORGANIZATION)

                          1111 THIRD AVENUE, SUITE 2900
                            SEATTLE, WASHINGTON 98101
                                 (206) 674-2700
          (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING
             AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)

           VIVO SOFTWARE, INC. 1993 EQUITY INCENTIVE PLAN, AS AMENDED
                            (FULL TITLE OF THE PLAN)

                                  ROBERT GLASER
                             CHIEF EXECUTIVE OFFICER
                          1111 THIRD AVENUE, SUITE 2900
                            SEATTLE, WASHINGTON 98101
                                 (206) 674-2700
            (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
                   INCLUDING AREA CODE, OF AGENT FOR SERVICE)
                             ----------------------
                                    COPY TO:

                                LAURA T. PUCKETT
                    GRAHAM & JAMES LLP/RIDDELL WILLIAMS P.S.
                      1001 FOURTH AVENUE PLAZA, SUITE 4500
                            SEATTLE, WASHINGTON 98154
                              TEL.: (206) 624-3600
                              FAX.: (206) 389-1708
                             ----------------------

                         CALCULATION OF REGISTRATION FEE
TITLE OF SECURITIES            AMOUNT TO BE         PROPOSED MAXIMUM               PROPOSED MAXIMUM            AMOUNT OF
       TO BE REGISTERED            REGISTERED(1)    OFFERING PRICE PER SHARE(2)   AGGREGATE OFFERING PRICE(2)    REGISTRATION FEE
       ----------------            -------------    ---------------------------   ---------------------------    ----------------
Common Stock., $.001 per share         45,751                 $26.25                       $1,200,964                $355.00
(1)     Together with (i) an indeterminate number of shares of Common Stock that
        may become issuable under the Vivo Software, Inc. 1993 Equity Incentive
        Plan, as amended (the "Plan"), as a result of the adjustment provisions
        therein, and (ii) if any interests in the Plan constitute separate
        securities required to be registered under the Securities Act of 1933,
        as amended, then, pursuant to Rule 416(c), an indeterminate amount of
        such interests to be offered or sold pursuant to the Plan.

(2)     Computed pursuant to Rule 457(c) and (h) based on the average of the
        high and low sale prices for the Common Stock reported by the Nasdaq
        National Market on May 19, 1998, which was $26.25.
2
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

            The following documents are hereby incorporated by reference into
this Registration Statement:

                     (a) The Registrant's Annual Report on Form 10-K for the
year ended December 31, 1997, filed by the Registrant with the Securities and
Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended
(the "Exchange Act");

                     (b) All reports filed by the Registrant pursuant to Section
13(a) or 15(d) of the Exchange Act since December 31, 1997; 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 September 26, 1997, under Section 12(g) of
the Exchange Act.

           All documents filed by the Registrant with the Securities and
Exchange Commission 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 all of the securities offered hereby have been
sold or which deregisters all of 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.

           Any statement incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this Registration Statement to the extent
that a statement contained herein or in any other subsequently filed document
that also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

ITEM 4.  DESCRIPTION OF SECURITIES

           Not required.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

           The legality of the Shares is being passed upon for the Registrant by
Graham & James LLP/Riddell Williams, P.S., 1001 Fourth Avenue Plaza, Suite 4500,
Seattle, Washington 98154, which serves as the Registrant's outside general
counsel. Members of, lawyers of counsel to, and associates performing services
for the Registrant in connection with their employment by, Graham & James
LLP/Riddell Williams P.S. directly or indirectly beneficially own 1,820 shares
of the Registrant's Common Stock.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

           The Registrant's Amended and Restated Articles of Incorporation (the
"Articles") contain provisions entitling directors and executive officers to be
indemnified by the Registrant against claims arising out of their actions in
such capacities to the fullest extent permitted by law, and the Registrant has
entered into Indemnification Agreements with each of its directors and executive
officers that contractually entitle such persons to similar protection. In
addition, the Articles contain provisions limiting the personal liability of
directors to the Registrant or its shareholders to the fullest extent permitted
by law. 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.
3
ITEM 8.  EXHIBITS
Exhibit
         Number                     Description
         ------                     -----------
5.1       Opinion of Graham & James LLP/Riddell Williams P.S.

          23.1      Consent of Graham & James LLP/Riddell Williams P.S.
                    (included in opinion filed as Exhibit 5.1)

          23.2      Consent of KPMG Peat Marwick LLP

          24.1      Power of Attorney (included on signature page)

          99.1      Vivo Software, Inc. 1993 Equity Incentive Plan, as amended
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.

          (2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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 that 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 of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefits
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) 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
of 1933 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
of 1933 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 of 1933 and will be governed by the final adjudication of such issue.
4
                                   SIGNATURES

          Pursuant to the requirements of the Securities Act of 1933, as
amended, 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 Seattle, State of Washington, on May 20, 1998.

                          REALNETWORKS, INC.

                          By:       /s/  Robert Glaser
                             ----------------------------------------------
                             Robert Glaser
                             Chairman of the Board and Chief Executive Officer

                                POWER OF ATTORNEY

          Each person whose signature appears below hereby constitutes and
appoints Robert Glaser and Bruce Jacobsen, and each of them severally, as such
person's attorneys-in-fact, with full power of substitution and resubstitution,
to execute in the name and on behalf of such person, individually and in each
capacity stated below, and to file, any and all amendments to this Registration
Statement, including any and all post-effective amendments.

           Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed below by the following
persons in the capacities indicated on May 20, 1998.
SIGNATURE                                              TITLE                                   DATE
         ---------                                              -----                                   ----
/s/ Robert Glaser                 Chairman of the Board and Chief Executive Officer            May 20, 1998
-------------------------------        (Principal Executive Officer)
       Robert Glaser                                                

    /s/ Mark Klebanoff                 Chief Financial Officer (Principal Financial Officer)        May 20, 1998
-------------------------------
      Mark Klebanoff

      /s/ Keith Adams                  Controller (Principal Accounting Officer)                    May 20, 1998
-------------------------------
        Keith Adams

    /s/ Bruce Jacobsen                 President, Chief Operating Officer and Director              May 20, 1998
-------------------------------
      Bruce Jacobsen

    /s/ James W. Breyer                Director                                                     May 20, 1998
-------------------------------
      James W. Breyer

    /s/ Mitchell Kapor                 Director                                                     May 20, 1998
-------------------------------
      Mitchell Kapor
5
                                INDEX TO EXHIBITS
Exhibit
         Number                      Description
         ------                      -----------
5.1       Opinion of Graham & James LLP/Riddell Williams P.S.

          23.1      Consent of Graham & James LLP/Riddell Williams P.S.
                    (included in opinion filed as Exhibit 5.1)

          23.2      Consent of KPMG Peat Marwick LLP

          24.1      Power of Attorney (included on signature page)

          99.1      Vivo Software, Inc. 1993 Equity Incentive Plan, as amended