As filed with the Securities and Exchange Commission on June 13, 2002
                                       Registration No. 333-_________

                    SECURITIES AND EXCHANGE COMMISSION
                         WASHINGTON, D.C. 20549

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

                           A.P. Pharma, Inc.
                           -----------------
          (Exact Name of Registrant as Specified in Its Charter)

Delaware                                                   94-2875566
-------------------------------                   -------------------
(State or Other Jurisdiction of                      (I.R.S. Employer
 Incorporation or Organization)                   Identification No.)

            123 Saginaw Drive, Redwood City, California 94063
            -------------------------------------------------
                (Address of Principal Executive Offices)

                     2002 Equity Incentive Plan and
                     ------------------------------
                    Non-Qualified Stock Option Plan
                    -------------------------------
                       (Full Title of the Plan)

                          Michael O'Connell
                 President and Chief Executive Officer
                          A.P. Pharma, Inc.
                          123 Saginaw Drive
                  Redwood City, California 94063
                  ------------------------------
             (Name and Address of Agent for Service)

                          (650) 366-2626
                          --------------
   (Telephone Number, Including Area Code, of Agent for Service)

                            Copy to:
                      Richard A. Peers, Esq.
                 Heller Ehrman White & McAuliffe
                       275 Middlefield Road
               Menlo Park, California 94025-3506
                         (650) 324-7000
<TABLE>
               CALCULATION OF REGISTRATION FEE
<CAPTION>
=====================================================================
                            Proposed      Proposed
Title of                    Maximum       Maximum
Securities    Amount        Offering      Aggregate     Amount of
to be         to be         Price per     Offering      Registration
Registered    Registered    Share (1)     Price         Fee
---------------------------------------------------------------------
<S>           <C>           <C>           <C>           <C>
Common
Stock, par
value $0.01   750,000       $2.11         $1,582,500.00 $145.59
=====================================================================
<FN>
(1) Estimated solely for the purpose of computing the amount of
registration fee pursuant to Rule 457(c) under the Securities Act, as
amended, based on the average of the high and low prices of the
Registrant's Common Stock reported on the Nasdaq National Market on
June 12, 2002.
</FN>
</TABLE>



                              PART II

       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  Incorporation of Documents by Reference

The following documents filed or to be filed with the Securities
and Exchange Commission (the "Commission") by the Registrant are
incorporated by reference in this Registration Statement:

(a) The Registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 2001;

(b) The Registrant's Quarterly Report on Form 10-Q for the fiscal
quarter ended March 31, 2002;

(c) The description of the Registrant's Common Stock contained in
the registration statement on Form 8-A filed with the Commission
on August 7, 1987 pursuant to Section 12 of the Exchange Act of
1934, as amended (the "Exchange Act"); and

(d) All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all
securities then remaining unsold.

Item 5.  Interests of Named Experts and Counsel

Heller Ehrman White & McAuliffe, LLP, counsel to the Company, has
rendered an opinion with respect to the legality of the Common
Stock issuable under the 2002 Equity Incentive Plan and Non-
Qualified Stock Plan.  Julian N. Stern, the sole shareholder of a
professional corporation that is a partner of Heller Ehrman White
& McAuliffe, is the Secretary of the Company.  Mr. Stern owns
beneficially 179,635 shares and options to purchase 20,000 shares
of the Company's Common Stock.

Item 6.  Indemnification of Directors and Officers

The Registrant has the power to indemnify its officers and
directors against liability for certain acts pursuant to Section
145 of the General Corporation Law of the State of Delaware.
Section B of Article VI of the Registrant's Certificate of
Incorporation provides:

"(1) Right to Indemnification.  Each person who was or is made a
party or is threatened to be made a party to or is involved in any
action, suit or proceeding, whether civil, criminal,
administrative or investigative (hereinafter a "proceeding"), by
reason of the fact that he or she, or a person of whom he or she
is the legal representative, is or was a director or officer, of
the Corporation or is or was serving at the request of the
Corporation, as a director, officer, employee or agent of another
corporation or of a partnership, joint venture, trust or other
enterprise, including service with respect to employee benefit
plans, whether the basis of such proceeding is alleged action in
an official capacity as a director, officer, employee or agent or
in any other capacity while serving as a director, officer,
employee or agent, shall be indemnified and held harmless by the
Corporation to the fullest extent authorized by the General
Corporation Law of the State of Delaware, as the same exists or
may hereafter be amended (but, in the case of any such amendment,
only to the extent that such amendment permits the Corporation to
provide broader indemnification rights than said law permitted the
Corporation to provide prior to such amendment), against all
expense, liability and loss (including attorneys' fees, judgments,
fines, ERISA excise taxes or penalties and amounts paid or to be
paid in settlement) reasonably incurred or suffered by such person
in connection therewith and such indemnification shall continue as
to a person who has ceased to be a director, officer, employee or
agent and shall inure to the benefit of his or her heirs,
executors and administrators; provided, however, that, the
Corporation shall indemnify any such person seeking
indemnification in connection with a proceeding (or part thereof)
initiated by such person only if such proceeding (or part thereof)
was authorized by the board of directors of the Corporation.  The
right to indemnification conferred in this Section B shall be a
contract right and shall include the right to be paid by the
Corporation the expenses incurred in defending any such proceeding
in advance of its final disposition; provided, however, that, if
the General Corporation Law of the State of Delaware requires, the
payment of such expenses incurred by a director or officer in his
or her capacity as a director or officer (and not in any other
capacity in which service was or is rendered by such person while
a director or officer, including, without limitation, service to
an employee benefit plan) in advance of the final disposition of a
proceeding, shall be made only upon delivery to the Corporation of
an undertaking, by or on behalf of such director or officer, to
repay all amounts so advanced if it shall ultimately be determined
that such director or officer is not entitled to be indemnified
under this Section or otherwise.  The Corporation may, by action
of its Board of Directors, provide indemnification to employees
and agents of the Corporation with the same scope and effect as
the foregoing indemnification of directors and officers.

(2) Non-Exclusivity of Rights.  The right to indemnification and
the payment of expenses incurred in defending a proceeding in
advance of its final disposition conferred in this Section B shall
not be exclusive of any other rights which any person may have or
hereafter acquire under any statute, provisions of this
Certificate of Incorporation, Bylaw, agreement, vote of
stockholders or disinterested directors or otherwise.

(3) Insurance.  The Corporation may maintain insurance, at its
expense, to protect itself and any director, officer, employee or
agent of the Corporation or another corporation, partnership,
joint venture, trust or other enterprise against any such expense,
liability or loss, whether or not the Corporation would have the
power to indemnify such person against such expense, liability or
loss under Delaware General Corporation Law."

Registrant maintains directors' and officers' liability insurance
in the amount of $7,000,000 which covers civil liabilities.  Such
insurance helps the Registrant to attract qualified officers and
directors, by providing a means for the Company to pay the costs
and expenses involved in the event civil litigation is brought
against of one of the Registrant's officers or directors.

Item 8.  Exhibits

5     Opinion of Heller Ehrman White & McAuliffe LLP

23.1  Consent of Ernst & Young LLP, Independent Auditors

23.2  Consent of Heller Ehrman White & McAuliffe LLP
      (filed as part of Exhibit 5)

24.1  Power of Attorney (see signature page)

99.1  2002 Equity Incentive Plan

99.2  Non-Qualified Stock 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 of 1933, as amended (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;

       (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 A(1)(i) and A(1)(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 with or furnished to the Commission by the
Registrant pursuant to Section 13 or 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.

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 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.

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.


                            SIGNATURES
                            ----------

Pursuant to the requirements of the Securities Act, 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 Redwood
City, State of California, on this 13th day of June, 2002.


                                       A.P. PHARMA, INC.



                                       By: /s/  Michael O'Connell
                                          -----------------------
                                          Michael O'Connell
                                          President and Chief
                                          Executive Officer


                       POWER OF ATTORNEY
                       -----------------

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below does hereby constitute and appoint Michael O'Connell
and Gordon Sangster, or either of them, with full power of
substitution, such person's true and lawful attorneys-in-fact and
agents for such person in such person's name, place and stead, in
any and all capacities, to sign any or all amendments (including
post-effective amendments) to this Registration Statement on Form
S-8 and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Commission, granting
unto said attorneys-in-fact and agents full power and authority to
do and perform each and every act and thing requisite and
necessary to be done in and about the premises in order to
effectuate the same as fully, to all intents and purposes, as he
or such person might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents may lawfully
do or cause to be done by virtue hereof.

<TABLE>
Pursuant to the requirements of the Securities Act, this
Registration Statement on Form S-8 has been signed by the
following persons in the capacities and on the dates indicated.
<CAPTION>

Signature                   Title                             Date
------------------------------------------------------------------
<S>                         <C>                               <C>
/S/ Michael O'Connell      President and Chief       June 13, 2002
------------------------   Executive Officer         -------------
Michael O'Connell          (Principal Executive
                           Officer)


/S/ Gordon Sangster        Chief Financial Officer   June 13, 2002
------------------------   (Principal Financial      -------------
Gordon Sangster            and Accounting Officer)


/S/ Paul Goddard           Chairman of the Board     June 13, 2002
------------------------   of Directors              -------------
Paul Goddard


/S/ Stephen Drury          Director                  June 13, 2002
------------------------                             -------------
Stephen Drury


/S/ Peter Riepenhausen     Director                  June 13, 2002
------------------------                             -------------
Peter Riepenhausen


/S/ Toby Rosenblatt        Director                  June 13, 2002
------------------------                             -------------
Toby Rosenblatt


/S/ Gregory Turnbull       Director                  June 13, 2002
------------------------                             -------------
Gregory Turnbull


/S/ Dennis Winger          Director                  June 13, 2002
------------------------                              ------------
Dennis Winger

</TABLE>



                        INDEX TO EXHIBITS
                        -----------------
Item
No.             Description of Item
-----           -------------------

5         Opinion of Heller Ehrman White &
          McAuliffe LLP

23.1      Consent of Ernst & Young LLP, Independent Auditors

23.2      Consent of Heller Ehrman White &
          McAuliffe LLP
          (filed as part of Exhibit 5)

24.1      Power of Attorney (see page II-4)

99.1      2002 Equity Incentive Plan

99.2      Non-Qualified Stock Plan


(continued from previous page)

5





6
[{"type": "S-8", "sequence": "1", "filename": "appas8060502.txt", "description": "FORM S-8", "secsgml_size_bytes": 17224}]
{"company-data": {"conformed-name": "AP PHARMA INC /DE/", "cik": "0000818033", "assigned-sic": "2821", "irs-number": "942875566", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-90428", "film-number": "02678398"}, "business-address": {"street1": "123 SAGINAW DRIVE", "city": "REDWOOD CITY", "state": "CA", "zip": "94063", "phone": "6503662626"}, "mail-address": {"street1": "123 SAGINAW DRIVE", "street2": "123 SAGINAW DRIVE", "city": "REDWOOD CITY", "state": "CA", "zip": "94063"}, "former-company": {"former-conformed-name": "ADVANCED POLYMER SYSTEMS INC /DE/", "date-changed": "19920703"}}
As filed with the Securities and Exchange Commission on June 13, 2002
                                       Registration No. 333-_________

                    SECURITIES AND EXCHANGE COMMISSION
                         WASHINGTON, D.C. 20549

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

                           A.P. Pharma, Inc.
                           -----------------
          (Exact Name of Registrant as Specified in Its Charter)

Delaware                                                   94-2875566
-------------------------------                   -------------------
(State or Other Jurisdiction of                      (I.R.S. Employer
 Incorporation or Organization)                   Identification No.)

            123 Saginaw Drive, Redwood City, California 94063
            -------------------------------------------------
                (Address of Principal Executive Offices)

                     2002 Equity Incentive Plan and
                     ------------------------------
                    Non-Qualified Stock Option Plan
                    -------------------------------
                       (Full Title of the Plan)

                          Michael O'Connell
                 President and Chief Executive Officer
                          A.P. Pharma, Inc.
                          123 Saginaw Drive
                  Redwood City, California 94063
                  ------------------------------
             (Name and Address of Agent for Service)

                          (650) 366-2626
                          --------------
   (Telephone Number, Including Area Code, of Agent for Service)

                            Copy to:
                      Richard A. Peers, Esq.
                 Heller Ehrman White & McAuliffe
                       275 Middlefield Road
               Menlo Park, California 94025-3506
                         (650) 324-7000

               CALCULATION OF REGISTRATION FEE
=====================================================================
                            Proposed      Proposed
Title of                    Maximum       Maximum
Securities    Amount        Offering      Aggregate     Amount of
to be         to be         Price per     Offering      Registration
Registered    Registered    Share (1)     Price         Fee
---------------------------------------------------------------------
Common
Stock, par
value $0.01   750,000       $2.11         $1,582,500.00 $145.59
=====================================================================
(1) Estimated solely for the purpose of computing the amount of
registration fee pursuant to Rule 457(c) under the Securities Act, as
amended, based on the average of the high and low prices of the
Registrant's Common Stock reported on the Nasdaq National Market on
June 12, 2002.
PART II

       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

The following documents filed or to be filed with the Securities
and Exchange Commission (the "Commission") by the Registrant are
incorporated by reference in this Registration Statement:

(a) The Registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 2001;

(b) The Registrant's Quarterly Report on Form 10-Q for the fiscal
quarter ended March 31, 2002;

(c) The description of the Registrant's Common Stock contained in
the registration statement on Form 8-A filed with the Commission
on August 7, 1987 pursuant to Section 12 of the Exchange Act of
1934, as amended (the "Exchange Act"); and

(d) All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all
securities then remaining unsold.

Item 5.  Interests of Named Experts and Counsel

Heller Ehrman White & McAuliffe, LLP, counsel to the Company, has
rendered an opinion with respect to the legality of the Common
Stock issuable under the 2002 Equity Incentive Plan and Non-
Qualified Stock Plan.  Julian N. Stern, the sole shareholder of a
professional corporation that is a partner of Heller Ehrman White
& McAuliffe, is the Secretary of the Company.  Mr. Stern owns
beneficially 179,635 shares and options to purchase 20,000 shares
of the Company's Common Stock.

Item 6.  Indemnification of Directors and Officers

The Registrant has the power to indemnify its officers and
directors against liability for certain acts pursuant to Section
145 of the General Corporation Law of the State of Delaware.
Section B of Article VI of the Registrant's Certificate of
Incorporation provides:

"(1) Right to Indemnification.  Each person who was or is made a
party or is threatened to be made a party to or is involved in any
action, suit or proceeding, whether civil, criminal,
administrative or investigative (hereinafter a "proceeding"), by
reason of the fact that he or she, or a person of whom he or she
is the legal representative, is or was a director or officer, of
the Corporation or is or was serving at the request of the
Corporation, as a director, officer, employee or agent of another
corporation or of a partnership, joint venture, trust or other
enterprise, including service with respect to employee benefit
plans, whether the basis of such proceeding is alleged action in
an official capacity as a director, officer, employee or agent or
in any other capacity while serving as a director, officer,
employee or agent, shall be indemnified and held harmless by the
Corporation to the fullest extent authorized by the General
Corporation Law of the State of Delaware, as the same exists or
may hereafter be amended (but, in the case of any such amendment,
only to the extent that such amendment permits the Corporation to
provide broader indemnification rights than said law permitted the
Corporation to provide prior to such amendment), against all
expense, liability and loss (including attorneys' fees, judgments,
fines, ERISA excise taxes or penalties and amounts paid or to be
paid in settlement) reasonably incurred or suffered by such person
in connection therewith and such indemnification shall continue as
to a person who has ceased to be a director, officer, employee or
agent and shall inure to the benefit of his or her heirs,
executors and administrators; provided, however, that, the
Corporation shall indemnify any such person seeking
indemnification in connection with a proceeding (or part thereof)
initiated by such person only if such proceeding (or part thereof)
was authorized by the board of directors of the Corporation.  The
right to indemnification conferred in this Section B shall be a
contract right and shall include the right to be paid by the
Corporation the expenses incurred in defending any such proceeding
in advance of its final disposition; provided, however, that, if
the General Corporation Law of the State of Delaware requires, the
payment of such expenses incurred by a director or officer in his
or her capacity as a director or officer (and not in any other
capacity in which service was or is rendered by such person while
a director or officer, including, without limitation, service to
an employee benefit plan) in advance of the final disposition of a
proceeding, shall be made only upon delivery to the Corporation of
an undertaking, by or on behalf of such director or officer, to
repay all amounts so advanced if it shall ultimately be determined
that such director or officer is not entitled to be indemnified
under this Section or otherwise.  The Corporation may, by action
of its Board of Directors, provide indemnification to employees
and agents of the Corporation with the same scope and effect as
the foregoing indemnification of directors and officers.

(2) Non-Exclusivity of Rights.  The right to indemnification and
the payment of expenses incurred in defending a proceeding in
advance of its final disposition conferred in this Section B shall
not be exclusive of any other rights which any person may have or
hereafter acquire under any statute, provisions of this
Certificate of Incorporation, Bylaw, agreement, vote of
stockholders or disinterested directors or otherwise.

(3) Insurance.  The Corporation may maintain insurance, at its
expense, to protect itself and any director, officer, employee or
agent of the Corporation or another corporation, partnership,
joint venture, trust or other enterprise against any such expense,
liability or loss, whether or not the Corporation would have the
power to indemnify such person against such expense, liability or
loss under Delaware General Corporation Law."

Registrant maintains directors' and officers' liability insurance
in the amount of $7,000,000 which covers civil liabilities.  Such
insurance helps the Registrant to attract qualified officers and
directors, by providing a means for the Company to pay the costs
and expenses involved in the event civil litigation is brought
against of one of the Registrant's officers or directors.

Item 8.  Exhibits

5     Opinion of Heller Ehrman White & McAuliffe LLP

23.1  Consent of Ernst & Young LLP, Independent Auditors

23.2  Consent of Heller Ehrman White & McAuliffe LLP
      (filed as part of Exhibit 5)

24.1  Power of Attorney (see signature page)

99.1  2002 Equity Incentive Plan

99.2  Non-Qualified Stock 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 of 1933, as amended (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;

       (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 A(1)(i) and A(1)(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 with or furnished to the Commission by the
Registrant pursuant to Section 13 or 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.

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 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.

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.

                            SIGNATURES
                            ----------

Pursuant to the requirements of the Securities Act, 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 Redwood
City, State of California, on this 13th day of June, 2002.

                                       A.P. PHARMA, INC.

                                       By: /s/  Michael O'Connell
                                          -----------------------
                                          Michael O'Connell
                                          President and Chief
                                          Executive Officer

                       POWER OF ATTORNEY
                       -----------------

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below does hereby constitute and appoint Michael O'Connell
and Gordon Sangster, or either of them, with full power of
substitution, such person's true and lawful attorneys-in-fact and
agents for such person in such person's name, place and stead, in
any and all capacities, to sign any or all amendments (including
post-effective amendments) to this Registration Statement on Form
S-8 and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Commission, granting
unto said attorneys-in-fact and agents full power and authority to
do and perform each and every act and thing requisite and
necessary to be done in and about the premises in order to
effectuate the same as fully, to all intents and purposes, as he
or such person might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents may lawfully
do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, this
Registration Statement on Form S-8 has been signed by the
following persons in the capacities and on the dates indicated.
Signature                   Title                             Date
------------------------------------------------------------------
/S/ Michael O'Connell      President and Chief       June 13, 2002
------------------------   Executive Officer         -------------
Michael O'Connell          (Principal Executive
                           Officer)

/S/ Gordon Sangster        Chief Financial Officer   June 13, 2002
------------------------   (Principal Financial      -------------
Gordon Sangster            and Accounting Officer)

/S/ Paul Goddard           Chairman of the Board     June 13, 2002
------------------------   of Directors              -------------
Paul Goddard

/S/ Stephen Drury          Director                  June 13, 2002
------------------------                             -------------
Stephen Drury

/S/ Peter Riepenhausen     Director                  June 13, 2002
------------------------                             -------------
Peter Riepenhausen

/S/ Toby Rosenblatt        Director                  June 13, 2002
------------------------                             -------------
Toby Rosenblatt

/S/ Gregory Turnbull       Director                  June 13, 2002
------------------------                             -------------
Gregory Turnbull

/S/ Dennis Winger          Director                  June 13, 2002
------------------------                              ------------
Dennis Winger
INDEX TO EXHIBITS
                        -----------------
Item
No.             Description of Item
-----           -------------------

5         Opinion of Heller Ehrman White &
          McAuliffe LLP

23.1      Consent of Ernst & Young LLP, Independent Auditors

23.2      Consent of Heller Ehrman White &
          McAuliffe LLP
          (filed as part of Exhibit 5)

24.1      Power of Attorney (see page II-4)

99.1      2002 Equity Incentive Plan

99.2      Non-Qualified Stock Plan

(continued from previous page)

5

6