As filed with the Securities and Exchange Commission on October 4, 2001
                                               Registration No. 333-____________

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    --------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933

                                    --------

                                  VERSATA, INC.
             (Exact name of registrant as specified in its charter)

              DELAWARE                                    68-0255203
   (State or other jurisdiction                (IRS Employer Identification No.)
of incorporation or organization)

                               300 LAKESIDE DRIVE
                                   SUITE 1500
                            OAKLAND, CALIFORNIA 94612
               (Address of principal executive offices) (Zip Code)

                                    --------

                          VERVE, INC. STOCK OPTION PLAN
                            (Full title of the Plan)

                                    --------

                                 DOUGLAS ROBERTS
                         INTERIM CHIEF EXECUTIVE OFFICER
                         AND EXECUTIVE VICE PRESIDENT OF
                           WORLD WIDE FIELD OPERATIONS
                                  VERSATA, INC.
                               300 LAKESIDE DRIVE
                                   SUITE 1500
                            OAKLAND, CALIFORNIA 94612
                     (Name and address of agent for service)
                                 (510) 238-4100
          (Telephone number, including area code, of agent for service)

                                    --------
<TABLE>
<CAPTION>
                         CALCULATION OF REGISTRATION FEE
===============================================================================================================================
                                                                      Proposed              Proposed
                                               Amount to be       Maximum Offering     Maximum Aggregate         Amount of
    Title of Securities to be Registered      Registered (1)    Price per Share (2)    Offering Price (2)     Registration Fee
    ------------------------------------      --------------    -------------------    ------------------     ----------------
<S>                                           <C>                       <C>                 <C>                    <C>
   Verve, Inc. Stock Option Plan
   Common Stock ($0.001 par value)            232,339 shares            $3.95               $917,740               $230

===============================================================================================================================
<FN>
  (1)      This Registration Statement shall also cover any additional shares of
           Registrant's Common Stock which become issuable under the Verve, Inc.
           Stock  Option  Plan by  reason of any stock  dividend,  stock  split,
           recapitalization  or other similar  transaction  effected without the
           Registrant's receipt of consideration which results in an increase in
           the number of the outstanding shares of Registrant's Common Stock.

  (2)      Calculated  solely for purposes of this offering under Rule 457(h) of
           the Securities Act of 1933, as amended,  on the basis of the weighted
           average exercise price of the outstanding options.
</FN>
</TABLE>
<PAGE>

                                     PART I.

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

                  The documents containing the information  specified in Items 1
and 2 of Part I of Form S-8 will be sent to participants in the employee benefit
plan as specified in Rule 428(b)(1) and, in accordance with the  instructions to
Part  I,  are not  filed  with  the  Securities  and  Exchange  Commission  (the
"Commission") as part of this Registration Statement.


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

                  VERSATA,   INC.  (the  "Registrant")  hereby  incorporates  by
reference into this Registration  Statement the following  documents  previously
filed with the Commission:

         (a)      The  Registrant's  Annual  Report on Form 10-K and Form 10-K/A
                  for the fiscal year ended  December 31,  2000,  filed with the
                  Commission  on April 16,  2001  pursuant  to Section 13 of the
                  Securities  Exchange Act of 1934, as amended (the "1934 Act"),
                  and as amended on May 1, 2001;

         (b)      The Registrant's  Quarterly Report on Form 10-Q for the fiscal
                  quarter ended March 31, 2001 and fiscal quarter ended June 30,
                  2001, filed with the Commission on May 15, 2001 and August 14,
                  2001 respectively;

         (c)      The Registrant's  Current Report on Form 8-K/A, filed with the
                  Commission on January 30, 2001; and

         (d)      The Registrant's  Registration Statement No. 000-29757 on Form
                  8-A filed with the  Commission  on March 2, 2000, in which are
                  described the terms,  rights and provisions  applicable to the
                  Registrant's outstanding Common Stock.

                  All reports and  definitive  proxy or  information  statements
filed pursuant to Section 13(a),  13(c), 14 or 15(d) of the Securities  Exchange
Act of 1934,  as amended  (the "1934 Act")  after the date of this  Registration
Statement and prior to the filing of a post-effective  amendment which indicates
that all  securities  offered  hereby have been sold or which  de-registers  all
securities then remaining unsold shall be deemed to be incorporated by reference
into this Registration Statement and to be a part hereof from the date of filing
of such documents.  Any statement contained in a document incorporated or deemed
to be  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 subsequently  filed document which also is
deemed to be  incorporated  by  reference  herein  modifies or  supersedes  such
statement.  Any such  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 Applicable.

Item 5.  Interests of Named Experts and Counsel

                  Brobeck,  Phleger & Harrison LLP owns a total of 38,198 shares
of Common Stock. John Larson, senior partner of Brobeck, Phleger & Harrison LLP,
owns 91,201 shares of Common Stock.

                                      II-1
<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  indemnification
to  directors   and  officers  in  terms   sufficiently   broad  to  permit  the
indemnification   under   some   circumstances   for   liabilities    (including
reimbursement  for expenses  incurred) arising under the Securities Act of 1933,
as amended (the  "Securities  Act").  Article VII, Section 6 of the Registrant's
Bylaws provides for mandatory  indemnification of its directors and officers and
permissible  indemnification of employees and other agents to the maximum extent
permitted by the Delaware General Corporation Law. The Registrant's  Certificate
of Incorporation  provides that, subject to Delaware law, its directors will not
be personally liable for monetary damages for breach of the directors' fiduciary
duty as directors to Versata,  Inc. and its stockholders.  This provision in the
Certificate of Incorporation  does not eliminate the directors'  fiduciary duty,
and in appropriate  circumstances equitable remedies such as injunctive or other
forms of  non-monetary  relief  will remain  available  under  Delaware  law. In
addition,  each  director will continue to be subject to liability for breach of
the director's duty of loyalty to the Registrant or its stockholders for acts or
omissions  not in good faith or involving  intentional  misconduct,  for knowing
violations  of law,  for  actions  leading to improper  personal  benefit to the
director,  and for payment of  dividends  or approval  of stock  repurchases  or
redemptions  that are unlawful  under  Delaware law. The provision also does not
affect a director's  responsibilities  under any other law,  such as the federal
securities  laws or state or federal  environmental  laws.  The  Registrant  has
entered into  indemnification  agreements  with its officers and directors  that
provide the Registrant's officers and directors with further  indemnification to
the maximum  extent  permitted  by the  Delaware  General  Corporation  Law. The
Registrant  has obtained  insurance  covering  directors and officers for claims
they may otherwise be required to pay or for which the Registrant is required to
indemnity them.

Item 7.  Exemption from Registration Claimed

                  Not Applicable.

Item 8.  Exhibits


Exhibit Number        Exhibit
--------------        -------

         4            Instruments Defining the Rights of Stockholders. Reference
                      is  made  to  Registrant's   Registration   Statement  No.
                      000-29757 on Form 8-A, together with any exhibits thereto,
                      which are  incorporated  herein by  reference  pursuant to
                      Item 3(c) to this Registration Statement.

         5            Opinion and consent of Brobeck, Phleger & Harrison LLP.

       23.1           Consent of PricewaterhouseCoopers  LLP, Independent Public
                      Accountants.

       23.2           Consent of Brobeck, Phleger & Harrison LLP is contained in
                      Exhibit 5.

       24             Power of Attorney.  Reference is made to page II-4 of this
                      Registration Statement.

       99.1           Verve, Inc. Stock Option Plan.

       99.2           Form of Stock Option Agreement.

       99.3           Form of Stock Option Assumption Agreement for Verve, Inc.

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 1933 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 clauses (1)(i) and (1)(ii) shall
not  apply  if the  information  required  to be  included  in a  post-effective
amendment  by those  clauses  is  contained  in  periodic  reports  filed by the
Registrant  pursuant  to Section  13 or  Section  15(d) of the 1934 Act that are
incorporated  by reference into this  Registration  Statement;  (2) that for the
purpose of determining any liability under the 1933 Act each such post-effective
amendment  shall be deemed to be a

                                      II-2
<PAGE>

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;  and (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 Verve, Inc. Stock Option Plan.

                  B. The  undersigned  Registrant  hereby  undertakes  that, for
purposes of  determining  any  liability  under the 1933 Act, each filing of the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
1934 Act that is  incorporated  by reference  into 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 1933 Act may be permitted to directors,  officers or controlling  persons of
the Registrant pursuant to the indemnification  provisions  summarized in Item 6
or  otherwise,  the  Registrant  has been  advised  that,  in the opinion of the
Commission,  such  indemnification  is against public policy as expressed in the
1933  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 1933 Act and
will be governed by the final adjudication of such issue.

                                      II-3
<PAGE>

                                   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 Oakland, State of California on this 4th day of
October, 2001.

                                     VERSATA, INC.


                                     By:   /s/ Douglas Roberts
                                          --------------------------------------
                                          Douglas Roberts
                                          Interim Chief Executive Officer and
                                          Executive Vice President of World Wide
                                          Field Operations


                                POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS:

                  That the undersigned officers and directors of Versata,  Inc.,
a Delaware corporation, do hereby constitute and appoint Douglas Roberts and Jim
Doehrman  and each of them,  the lawful  attorneys-in-fact  and agents with full
power and authority to do any and all acts and things and to execute any and all
instruments which said attorneys and agents, and any one of them,  determine may
be necessary or advisable or required to enable said  corporation to comply with
the  Securities  Act of  1933,  as  amended,  and any  rules or  regulations  or
requirements  of the Securities and Exchange  Commission in connection with this
Registration  Statement.  Without limiting the generality of the foregoing power
and authority,  the powers  granted  include the power and authority to sign the
names of the  undersigned  officers and  directors in the  capacities  indicated
below  to  this  Registration  Statement,  to  any  and  all  amendments,   both
pre-effective   and   post-effective,   and  supplements  to  this  Registration
Statement,  and to any and all  instruments or documents  filed as part of or in
conjunction  with this  Registration  Statement  or  amendments  or  supplements
thereof,  and each of the undersigned hereby ratifies and confirms that all said
attorneys and agents, or any one of them, shall do or cause to be done by virtue
hereof. This Power of Attorney may be signed in several counterparts.

                  IN WITNESS WHEREOF,  each of the undersigned has executed this
Power of Attorney as of the date indicated.

                  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 and on the dates indicated.

<TABLE>
<CAPTION>
               SIGNATURE                                       TITLE                                    DATE
               ---------                                       -----                                    ----
<S>                                        <C>                                                     <C>
/s/ Douglas Roberts                        Interim Chief Executive Officer and                    October 4, 2001
---------------------------------------    Executive Vice President of World Wide Field
Douglas Roberts                            Operations (Principal Executive Officer)



/s/ Jim Doehrman                           Chief Financial Officer, Chief Operating               October 4, 2001
-------------------------------------      Officer, Secretary and Executive Vice
Jim Doehrman                               President (Principal Financial and
                                           Accounting Officer)


                                      II-4
<PAGE>
               SIGNATURE                                       TITLE                                    DATE
               ---------                                       -----                                    ----


/s/ Gary Morgenthaler                                  Chairman of the Board                      October 4, 2001
-------------------------------------
Gary Morgenthaler





/s/ Robert Davoli                                            Director                             October 4, 2001
-------------------------------------
Robert Davoli



/s/ Donald W. Feddersen                                      Director                             October 4, 2001
-------------------------------------
Donald W. Feddersen



/s/ John W. Larson                                           Director                             October 4, 2001
-------------------------------------
John W. Larson



/s/ Kanwal Rekhi                                             Director                             October 4, 2001
-------------------------------------
Kanwal Rekhi



/s/ Eugene Wong                                              Director                             October 4, 2001
-------------------------------------
Eugene Wong
</TABLE>
                                      II-5
<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549



                                    EXHIBITS

                                       TO

                                    FORM S-8

                                      UNDER

                             SECURITIES ACT OF 1933



                                  VERSATA, INC.



<PAGE>



                                  EXHIBIT INDEX

Exhibit Number        Exhibit
--------------        -------

         4            Instruments Defining the Rights of Stockholders. Reference
                      is  made  to  Registrant's   Registration   Statement  No.
                      000-29757 on Form 8-A, together with any exhibits thereto,
                      which are  incorporated  herein by  reference  pursuant to
                      Item 3(c) to this Registration Statement.

         5            Opinion and consent of Brobeck, Phleger & Harrison LLP.

       23.1           Consent of PricewaterhouseCoopers  LLP, Independent Public
                      Accountants.

       23.2           Consent of Brobeck, Phleger & Harrison LLP is contained in
                      Exhibit 5.

       24             Power of Attorney.  Reference is made to page II-4 of this
                      Registration Statement.

       99.1           Verve, Inc. Stock Option Plan.

       99.2           Form of Stock Option Agreement.

       99.3           Form of Stock Option Assumption Agreement for Verve, Inc.
[{"type": "S-8", "sequence": "1", "filename": "p14421_s-8.txt", "description": "S-8", "secsgml_size_bytes": 21044}]
{"company-data": {"conformed-name": "VERSATA INC", "cik": "0001034397", "assigned-sic": "7372", "irs-number": "680255203", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-70946", "film-number": "1752122"}, "business-address": {"street1": "2101 WEBSTER ST", "city": "OAKLAND", "state": "CA", "zip": "94612", "phone": "5102384100"}, "former-company": {"former-conformed-name": "VISION SOFTWARE TOOLS INC", "date-changed": "19991115"}}
As filed with the Securities and Exchange Commission on October 4, 2001
                                               Registration No. 333-____________

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    --------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933

                                    --------

                                  VERSATA, INC.
             (Exact name of registrant as specified in its charter)

              DELAWARE                                    68-0255203
   (State or other jurisdiction                (IRS Employer Identification No.)
of incorporation or organization)

                               300 LAKESIDE DRIVE
                                   SUITE 1500
                            OAKLAND, CALIFORNIA 94612
               (Address of principal executive offices) (Zip Code)

                                    --------

                          VERVE, INC. STOCK OPTION PLAN
                            (Full title of the Plan)

                                    --------

                                 DOUGLAS ROBERTS
                         INTERIM CHIEF EXECUTIVE OFFICER
                         AND EXECUTIVE VICE PRESIDENT OF
                           WORLD WIDE FIELD OPERATIONS
                                  VERSATA, INC.
                               300 LAKESIDE DRIVE
                                   SUITE 1500
                            OAKLAND, CALIFORNIA 94612
                     (Name and address of agent for service)
                                 (510) 238-4100
          (Telephone number, including area code, of agent for service)

                                    --------
CALCULATION OF REGISTRATION FEE
===============================================================================================================================
                                                                      Proposed              Proposed
                                               Amount to be       Maximum Offering     Maximum Aggregate         Amount of
    Title of Securities to be Registered      Registered (1)    Price per Share (2)    Offering Price (2)     Registration Fee
    ------------------------------------      --------------    -------------------    ------------------     ----------------
Verve, Inc. Stock Option Plan
   Common Stock ($0.001 par value)            232,339 shares            $3.95               $917,740               $230

===============================================================================================================================
(1)      This Registration Statement shall also cover any additional shares of
           Registrant's Common Stock which become issuable under the Verve, Inc.
           Stock  Option  Plan by  reason of any stock  dividend,  stock  split,
           recapitalization  or other similar  transaction  effected without the
           Registrant's receipt of consideration which results in an increase in
           the number of the outstanding shares of Registrant's Common Stock.

  (2)      Calculated  solely for purposes of this offering under Rule 457(h) of
           the Securities Act of 1933, as amended,  on the basis of the weighted
           average exercise price of the outstanding options.
PART I.

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

                  The documents containing the information  specified in Items 1
and 2 of Part I of Form S-8 will be sent to participants in the employee benefit
plan as specified in Rule 428(b)(1) and, in accordance with the  instructions to
Part  I,  are not  filed  with  the  Securities  and  Exchange  Commission  (the
"Commission") as part of this Registration Statement.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

                  VERSATA,   INC.  (the  "Registrant")  hereby  incorporates  by
reference into this Registration  Statement the following  documents  previously
filed with the Commission:

         (a)      The  Registrant's  Annual  Report on Form 10-K and Form 10-K/A
                  for the fiscal year ended  December 31,  2000,  filed with the
                  Commission  on April 16,  2001  pursuant  to Section 13 of the
                  Securities  Exchange Act of 1934, as amended (the "1934 Act"),
                  and as amended on May 1, 2001;

         (b)      The Registrant's  Quarterly Report on Form 10-Q for the fiscal
                  quarter ended March 31, 2001 and fiscal quarter ended June 30,
                  2001, filed with the Commission on May 15, 2001 and August 14,
                  2001 respectively;

         (c)      The Registrant's  Current Report on Form 8-K/A, filed with the
                  Commission on January 30, 2001; and

         (d)      The Registrant's  Registration Statement No. 000-29757 on Form
                  8-A filed with the  Commission  on March 2, 2000, in which are
                  described the terms,  rights and provisions  applicable to the
                  Registrant's outstanding Common Stock.

                  All reports and  definitive  proxy or  information  statements
filed pursuant to Section 13(a),  13(c), 14 or 15(d) of the Securities  Exchange
Act of 1934,  as amended  (the "1934 Act")  after the date of this  Registration
Statement and prior to the filing of a post-effective  amendment which indicates
that all  securities  offered  hereby have been sold or which  de-registers  all
securities then remaining unsold shall be deemed to be incorporated by reference
into this Registration Statement and to be a part hereof from the date of filing
of such documents.  Any statement contained in a document incorporated or deemed
to be  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 subsequently  filed document which also is
deemed to be  incorporated  by  reference  herein  modifies or  supersedes  such
statement.  Any such  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 Applicable.

Item 5.  Interests of Named Experts and Counsel

                  Brobeck,  Phleger & Harrison LLP owns a total of 38,198 shares
of Common Stock. John Larson, senior partner of Brobeck, Phleger & Harrison LLP,
owns 91,201 shares of Common Stock.

                                      II-1
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  indemnification
to  directors   and  officers  in  terms   sufficiently   broad  to  permit  the
indemnification   under   some   circumstances   for   liabilities    (including
reimbursement  for expenses  incurred) arising under the Securities Act of 1933,
as amended (the  "Securities  Act").  Article VII, Section 6 of the Registrant's
Bylaws provides for mandatory  indemnification of its directors and officers and
permissible  indemnification of employees and other agents to the maximum extent
permitted by the Delaware General Corporation Law. The Registrant's  Certificate
of Incorporation  provides that, subject to Delaware law, its directors will not
be personally liable for monetary damages for breach of the directors' fiduciary
duty as directors to Versata,  Inc. and its stockholders.  This provision in the
Certificate of Incorporation  does not eliminate the directors'  fiduciary duty,
and in appropriate  circumstances equitable remedies such as injunctive or other
forms of  non-monetary  relief  will remain  available  under  Delaware  law. In
addition,  each  director will continue to be subject to liability for breach of
the director's duty of loyalty to the Registrant or its stockholders for acts or
omissions  not in good faith or involving  intentional  misconduct,  for knowing
violations  of law,  for  actions  leading to improper  personal  benefit to the
director,  and for payment of  dividends  or approval  of stock  repurchases  or
redemptions  that are unlawful  under  Delaware law. The provision also does not
affect a director's  responsibilities  under any other law,  such as the federal
securities  laws or state or federal  environmental  laws.  The  Registrant  has
entered into  indemnification  agreements  with its officers and directors  that
provide the Registrant's officers and directors with further  indemnification to
the maximum  extent  permitted  by the  Delaware  General  Corporation  Law. The
Registrant  has obtained  insurance  covering  directors and officers for claims
they may otherwise be required to pay or for which the Registrant is required to
indemnity them.

Item 7.  Exemption from Registration Claimed

                  Not Applicable.

Item 8.  Exhibits

Exhibit Number        Exhibit
--------------        -------

         4            Instruments Defining the Rights of Stockholders. Reference
                      is  made  to  Registrant's   Registration   Statement  No.
                      000-29757 on Form 8-A, together with any exhibits thereto,
                      which are  incorporated  herein by  reference  pursuant to
                      Item 3(c) to this Registration Statement.

         5            Opinion and consent of Brobeck, Phleger & Harrison LLP.

       23.1           Consent of PricewaterhouseCoopers  LLP, Independent Public
                      Accountants.

       23.2           Consent of Brobeck, Phleger & Harrison LLP is contained in
                      Exhibit 5.

       24             Power of Attorney.  Reference is made to page II-4 of this
                      Registration Statement.

       99.1           Verve, Inc. Stock Option Plan.

       99.2           Form of Stock Option Agreement.

       99.3           Form of Stock Option Assumption Agreement for Verve, Inc.

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 1933 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 clauses (1)(i) and (1)(ii) shall
not  apply  if the  information  required  to be  included  in a  post-effective
amendment  by those  clauses  is  contained  in  periodic  reports  filed by the
Registrant  pursuant  to Section  13 or  Section  15(d) of the 1934 Act that are
incorporated  by reference into this  Registration  Statement;  (2) that for the
purpose of determining any liability under the 1933 Act each such post-effective
amendment  shall be deemed to be a

                                      II-2
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;  and (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 Verve, Inc. Stock Option Plan.

                  B. The  undersigned  Registrant  hereby  undertakes  that, for
purposes of  determining  any  liability  under the 1933 Act, each filing of the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
1934 Act that is  incorporated  by reference  into 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 1933 Act may be permitted to directors,  officers or controlling  persons of
the Registrant pursuant to the indemnification  provisions  summarized in Item 6
or  otherwise,  the  Registrant  has been  advised  that,  in the opinion of the
Commission,  such  indemnification  is against public policy as expressed in the
1933  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 1933 Act and
will be governed by the final adjudication of such issue.

                                      II-3
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 Oakland, State of California on this 4th day of
October, 2001.

                                     VERSATA, INC.

                                     By:   /s/ Douglas Roberts
                                          --------------------------------------
                                          Douglas Roberts
                                          Interim Chief Executive Officer and
                                          Executive Vice President of World Wide
                                          Field Operations

                                POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS:

                  That the undersigned officers and directors of Versata,  Inc.,
a Delaware corporation, do hereby constitute and appoint Douglas Roberts and Jim
Doehrman  and each of them,  the lawful  attorneys-in-fact  and agents with full
power and authority to do any and all acts and things and to execute any and all
instruments which said attorneys and agents, and any one of them,  determine may
be necessary or advisable or required to enable said  corporation to comply with
the  Securities  Act of  1933,  as  amended,  and any  rules or  regulations  or
requirements  of the Securities and Exchange  Commission in connection with this
Registration  Statement.  Without limiting the generality of the foregoing power
and authority,  the powers  granted  include the power and authority to sign the
names of the  undersigned  officers and  directors in the  capacities  indicated
below  to  this  Registration  Statement,  to  any  and  all  amendments,   both
pre-effective   and   post-effective,   and  supplements  to  this  Registration
Statement,  and to any and all  instruments or documents  filed as part of or in
conjunction  with this  Registration  Statement  or  amendments  or  supplements
thereof,  and each of the undersigned hereby ratifies and confirms that all said
attorneys and agents, or any one of them, shall do or cause to be done by virtue
hereof. This Power of Attorney may be signed in several counterparts.

                  IN WITNESS WHEREOF,  each of the undersigned has executed this
Power of Attorney as of the date indicated.

                  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 and on the dates indicated.
SIGNATURE                                       TITLE                                    DATE
               ---------                                       -----                                    ----
/s/ Douglas Roberts                        Interim Chief Executive Officer and                    October 4, 2001
---------------------------------------    Executive Vice President of World Wide Field
Douglas Roberts                            Operations (Principal Executive Officer)

/s/ Jim Doehrman                           Chief Financial Officer, Chief Operating               October 4, 2001
-------------------------------------      Officer, Secretary and Executive Vice
Jim Doehrman                               President (Principal Financial and
                                           Accounting Officer)

                                      II-4
SIGNATURE                                       TITLE                                    DATE
               ---------                                       -----                                    ----

/s/ Gary Morgenthaler                                  Chairman of the Board                      October 4, 2001
-------------------------------------
Gary Morgenthaler

/s/ Robert Davoli                                            Director                             October 4, 2001
-------------------------------------
Robert Davoli

/s/ Donald W. Feddersen                                      Director                             October 4, 2001
-------------------------------------
Donald W. Feddersen

/s/ John W. Larson                                           Director                             October 4, 2001
-------------------------------------
John W. Larson

/s/ Kanwal Rekhi                                             Director                             October 4, 2001
-------------------------------------
Kanwal Rekhi

/s/ Eugene Wong                                              Director                             October 4, 2001
-------------------------------------
Eugene Wong
II-5
SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    EXHIBITS

                                       TO

                                    FORM S-8

                                      UNDER

                             SECURITIES ACT OF 1933

                                  VERSATA, INC.
EXHIBIT INDEX

Exhibit Number        Exhibit
--------------        -------

         4            Instruments Defining the Rights of Stockholders. Reference
                      is  made  to  Registrant's   Registration   Statement  No.
                      000-29757 on Form 8-A, together with any exhibits thereto,
                      which are  incorporated  herein by  reference  pursuant to
                      Item 3(c) to this Registration Statement.

         5            Opinion and consent of Brobeck, Phleger & Harrison LLP.

       23.1           Consent of PricewaterhouseCoopers  LLP, Independent Public
                      Accountants.

       23.2           Consent of Brobeck, Phleger & Harrison LLP is contained in
                      Exhibit 5.

       24             Power of Attorney.  Reference is made to page II-4 of this
                      Registration Statement.

       99.1           Verve, Inc. Stock Option Plan.

       99.2           Form of Stock Option Agreement.

       99.3           Form of Stock Option Assumption Agreement for Verve, Inc.