As filed with the Securities and Exchange Commission on June 16, 2003
                                                    Registration No. ___________

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

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                  Virage, Inc.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

          Delaware                                      38-3171505
---------------------------------           ------------------------------------
 (State or other jurisdiction               (I.R.S. employer identification no.)
of incorporation or organization)

                        411 Borel Avenue, Suite 100 South
                           San Mateo, California 94402
               ---------------------------------------------------
               (Address of principal executive offices) (Zip code)

                                  Virage, Inc.
                             1997 Stock Option Plan
                        2000 Employee Stock Purchase Plan
                        ---------------------------------
                            (Full title of the plans)

                                  Paul G. Lego
                      President and Chief Executive Officer
                                  Virage, Inc.
                        411 Borel Avenue, Suite 100 South
                           San Mateo, California 94402
                     ---------------------------------------
                     (Name and address of agent for service)

Telephone number, including area code, of agent for service:  (650) 573-3210

This registration  statement shall hereafter become effective in accordance with
Rule 462 promulgated under the Securities Act of 1933, as amended.

<PAGE>

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------
                                                         Proposed              Proposed
     Title of                                             maximum              maximum
 Securities to be              Amount to be            offering price          aggregate             Amount of
   registered(1)              registered(2)             per share(3)        offering price(3)      registration fee
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
<S>                             <C>                       <C>                <C>                       <C>
1997 Stock Option Plan
Common Stock                    1,000,000                 $ 0.94             $  940,000.00            $ 76.05
Par Value $0.001

2000 Employee Stock Purchase
  Plan
Common Stock                      400,000                 $ 0.80             $  320,000.00            $ 25.89
Par Value $0.001

TOTALS                          1,400,000                                    $1,260,000.00            $101.94
</TABLE>

----------------
(1)      The securities to be registered  include options and purchase rights to
         acquire Common Stock.

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

(3)      Estimated  pursuant to Rule 457 solely for purposes of calculating  the
         registration  fee. As to the shares  under the 1997 Stock  Option Plan,
         the price is based  upon the  average of the high and low prices of the
         Company's  Common  Stock on June 13, 2003,  as  reported  on the Nasdaq
         National  Market.  As to the  shares  under  the  2000  Employee  Stock
         Purchase  Plan,  the price is based upon 85% of the average of the high
         and low  prices  of the  Company's  Common  Stock on June 13, 2003,  as
         reported on the Nasdaq National Market.

<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

         Virage,  Inc. (the "Company") hereby  incorporates by reference in this
registration statement the following documents:

         (a) The Company's latest annual report on Form 10-K pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"),  containing  audited  financial  statements for the Company's fiscal year
ended March 31, 2003 as filed with the  Securities  and Exchange  Commission  on
June 16, 2003.

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

         (c) The  description  of the  Company's  Common Stock  contained in the
Company's  Registration  Statement  on Form 8-A filed on June 27, 2000 under the
Exchange  Act,  including  any  amendment  or report  filed for the  purpose  of
updating such description.

         All documents  subsequently  filed by the Company  pursuant to Sections
13(a),  13(c),  14 and  15(d) of the  Exchange  Act,  prior to the  filing  of a
post-effective amendment to this registration statement which indicates that all
securities  offered  hereby have been sold or which  deregisters  all securities
remaining  unsold,  shall be  deemed to be  incorporated  by  reference  in this
registration  statement  and to be a part hereof from the date of filing of such
documents.

Item 4. Description of Securities

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

Item 5. Interests of Named Experts and Counsel

         Inapplicable.

Item 6. Indemnification of Directors and Officers

         Section  102(b) of the Delaware  General  Corporation  Law authorizes a
corporation to provide in its  Certificate of  Incorporation  that a director of
the  corporation  shall  not be  personally  liable  to the  corporation  or its
stockholders for monetary damages for breach or alleged breach of the director's
"duty of care." While this statute does not change  directors'  duty of care, it
enables  corporations  to limit available  relief to equitable  remedies such as
injunction  or  rescission.  The statute has no effect on a  director's  duty of
loyalty  or  liability  for acts or  omissions  not in good  faith or  involving
intentional  misconduct  or  knowing  violations  of  law,  illegal  payment  of
dividends or stock redemptions or repurchases, or for any transaction from which
the director derives an improper personal benefit.  As permitted by the statute,
the


<PAGE>

Company  has  adopted  provisions  in its  Certificate  of  Incorporation  which
eliminate  to the fullest  extent  permissible  under  Delaware law the personal
liability  of its  directors  to the Company and its  stockholders  for monetary
damages for breach or alleged breach of their duty of care.

         Section  145 of the  General  Corporation  Law of the State of Delaware
provides for the indemnification of officers, directors, employees and agents of
a  corporation.  The Bylaws of the Company  provide for  indemnification  of its
directors,  officers,  employees  and  agents to the full  extent  permitted  by
Delaware law,  including  those  circumstances  in which  indemnification  would
otherwise be discretionary under Delaware law. The Company's Bylaws also empower
it to enter into indemnification  agreements with its directors and officers and
to purchase  insurance  on behalf of any person whom it is required or permitted
to  indemnify.  The Company has entered into  agreements  with its directors and
certain of its  executive  officers  that require the Company to indemnify  such
persons to the fullest extent  permitted  under  Delaware law against  expenses,
judgments, fines, settlements and other amounts actually and reasonably incurred
(including  expenses of a derivative  action) in connection with any proceeding,
whether  actual or  threatened,  to which any such person may be made a party by
reason of the fact that such person is or was a director or an executive officer
of  the  Company  or  any of its  affiliated  enterprises.  The  indemnification
agreements  also set forth certain  procedures that will apply in the event of a
claim for indemnification thereunder.

         Section  145 of the  General  Corporation  Law of the State of Delaware
provides for  indemnification  in terms  sufficiently  broad to  indemnify  such
individuals,   under   certain   circumstances,   for   liabilities   (including
reimbursement of expenses incurred) arising under the Securities Act of 1933, as
amended.

Item 7. Exemption From Registration Claimed

         Inapplicable.

Item 8. Exhibits

         See Exhibit Index.

Item 9. Undertakings

         The undersigned registrant hereby undertakes:

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

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

                  (ii) To reflect in the  prospectus any facts or events arising
after the  effective  date of the  registration  statement  (or the most  recent
post-effective  amendment  thereof)


<PAGE>

which,  individually or in the aggregate,  represent a fundamental change in the
information set forth in the registration statement; and

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

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

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

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

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

<PAGE>

                                    SIGNATURE

         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 San Mateo,  State of  California,  on June 16,
2003.


                                               VIRAGE, INC.


                                               By: /s/ Paul G. Lego
                                                   -----------------------------
                                                   Paul G. Lego
                                                   President and Chief Executive
                                                   Officer


<PAGE>

                        SIGNATURES AND POWER OF ATTORNEY

         The officers and  directors of Virage,  Inc.  whose  signatures  appear
below,  hereby  constitute and appoint Paul G. Lego and Scott Gawel, and each of
them,  their  true  and  lawful  attorneys  and  agents,   with  full  power  of
substitution, each with power to act alone, to sign and execute on behalf of the
undersigned any amendment or amendments to this  registration  statement on Form
S-8, and each of the undersigned does hereby ratify and confirm all that each of
said attorney and agent,  or their or his  substitutes,  shall do or cause to be
done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this  registration  statement  has been signed by the  following  persons in the
capacities indicated on June 16, 2003.

<TABLE>
<CAPTION>
Signature                                                   Title
---------                                                   -----
<S>                                                         <C>
/s/ Paul G. Lego                                            President and Chief Executive Officer
-------------------------------------------------           (Principal Executive Officer)
Paul G. Lego


/s/ Scott Gawel                                             Vice President, Finance and
-------------------------------------------------           Acting Chief Financial Officer
Scott Gawel                                                 (Principal Financial & Accounting Officer)


/s/ Alar E. Arras                                           Director
-------------------------------------------------
Alar E. Arras


/s/ Ronald E.F. Codd                                        Director
-------------------------------------------------
Ronald E.F. Codd


/s/ Philip W. Halperin                                      Director
-------------------------------------------------
Philip W. Halperin


/s/ Randall S. Livingston                                   Director
-------------------------------------------------
Randall S. Livingston


/s/ Standish H. O'Grady                                     Director
-------------------------------------------------
Standish H. O'Grady


/s/ William H. Younger, Jr.                                 Director
-------------------------------------------------
William H. Younger, Jr.
</TABLE>


<PAGE>

                                  EXHIBIT INDEX


 4.1     Certificate  of   Incorporation  of  the  Company  is  incorporated  by
         reference to Exhibit 3.4 to the Company's quarterly report on Form 10-Q
         filed pursuant to Sections  13(a) or 15(d) of the  Securities  Exchange
         Act of 1934,  as amended,  as filed with the  Securities  and  Exchange
         Commission on August 8, 2000

 4.2     Bylaws of the Company are  incorporated  by reference to Exhibit 3.2 to
         the Company's  Registration Statement on Form S-1 filed pursuant to the
         Securities  Act of 1933, as amended,  as filed with the  Securities and
         Exchange Commission on February 7, 2000

 4.3     Rights Agreement dated November 8, 2000 is incorporated by reference to
         Exhibit 4.4 to the Company's  current report on Form 8-K filed pursuant
         to Sections 13(a) or 15(d) of the  Securities  Exchange Act of 1934, as
         amended,  as filed  with the  Securities  and  Exchange  Commission  on
         December 5, 2000

 5       Opinion re legality

23.1     Consent of Counsel (included in Exhibit 5)

23.2     Consent of Ernst & Young LLP, Independent Auditors

24       Power of Attorney  (included  in signature  pages to this  registration
         statement)
[{"type": "S-8", "sequence": "1", "filename": "p17238_s8.txt", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 17447}]
{"company-data": {"conformed-name": "VIRAGE INC", "cik": "0001101147", "assigned-sic": "7371", "irs-number": "383171505", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-106172", "film-number": "03746135"}, "business-address": {"street1": "177 BOVET RD", "street2": "STE 520", "city": "SAN MATEO", "state": "CA", "zip": "94402-3116", "phone": "6505733210"}, "mail-address": {"street1": "177 BOVET RD", "street2": "STE 520", "city": "SAN MATEO", "state": "CA", "zip": "94402-3116"}}
As filed with the Securities and Exchange Commission on June 16, 2003
                                                    Registration No. ___________

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

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                  Virage, Inc.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

          Delaware                                      38-3171505
---------------------------------           ------------------------------------
 (State or other jurisdiction               (I.R.S. employer identification no.)
of incorporation or organization)

                        411 Borel Avenue, Suite 100 South
                           San Mateo, California 94402
               ---------------------------------------------------
               (Address of principal executive offices) (Zip code)

                                  Virage, Inc.
                             1997 Stock Option Plan
                        2000 Employee Stock Purchase Plan
                        ---------------------------------
                            (Full title of the plans)

                                  Paul G. Lego
                      President and Chief Executive Officer
                                  Virage, Inc.
                        411 Borel Avenue, Suite 100 South
                           San Mateo, California 94402
                     ---------------------------------------
                     (Name and address of agent for service)

Telephone number, including area code, of agent for service:  (650) 573-3210

This registration  statement shall hereafter become effective in accordance with
Rule 462 promulgated under the Securities Act of 1933, as amended.
CALCULATION OF REGISTRATION FEE
----------------------------------------------------------------------------------------------------------------------
                                                         Proposed              Proposed
     Title of                                             maximum              maximum
 Securities to be              Amount to be            offering price          aggregate             Amount of
   registered(1)              registered(2)             per share(3)        offering price(3)      registration fee
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
1997 Stock Option Plan
Common Stock                    1,000,000                 $ 0.94             $  940,000.00            $ 76.05
Par Value $0.001

2000 Employee Stock Purchase
  Plan
Common Stock                      400,000                 $ 0.80             $  320,000.00            $ 25.89
Par Value $0.001

TOTALS                          1,400,000                                    $1,260,000.00            $101.94
----------------
(1)      The securities to be registered  include options and purchase rights to
         acquire Common Stock.

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

(3)      Estimated  pursuant to Rule 457 solely for purposes of calculating  the
         registration  fee. As to the shares  under the 1997 Stock  Option Plan,
         the price is based  upon the  average of the high and low prices of the
         Company's  Common  Stock on June 13, 2003,  as  reported  on the Nasdaq
         National  Market.  As to the  shares  under  the  2000  Employee  Stock
         Purchase  Plan,  the price is based upon 85% of the average of the high
         and low  prices  of the  Company's  Common  Stock on June 13, 2003,  as
         reported on the Nasdaq National Market.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

         Virage,  Inc. (the "Company") hereby  incorporates by reference in this
registration statement the following documents:

         (a) The Company's latest annual report on Form 10-K pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"),  containing  audited  financial  statements for the Company's fiscal year
ended March 31, 2003 as filed with the  Securities  and Exchange  Commission  on
June 16, 2003.

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

         (c) The  description  of the  Company's  Common Stock  contained in the
Company's  Registration  Statement  on Form 8-A filed on June 27, 2000 under the
Exchange  Act,  including  any  amendment  or report  filed for the  purpose  of
updating such description.

         All documents  subsequently  filed by the Company  pursuant to Sections
13(a),  13(c),  14 and  15(d) of the  Exchange  Act,  prior to the  filing  of a
post-effective amendment to this registration statement which indicates that all
securities  offered  hereby have been sold or which  deregisters  all securities
remaining  unsold,  shall be  deemed to be  incorporated  by  reference  in this
registration  statement  and to be a part hereof from the date of filing of such
documents.

Item 4. Description of Securities

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

Item 5. Interests of Named Experts and Counsel

         Inapplicable.

Item 6. Indemnification of Directors and Officers

         Section  102(b) of the Delaware  General  Corporation  Law authorizes a
corporation to provide in its  Certificate of  Incorporation  that a director of
the  corporation  shall  not be  personally  liable  to the  corporation  or its
stockholders for monetary damages for breach or alleged breach of the director's
"duty of care." While this statute does not change  directors'  duty of care, it
enables  corporations  to limit available  relief to equitable  remedies such as
injunction  or  rescission.  The statute has no effect on a  director's  duty of
loyalty  or  liability  for acts or  omissions  not in good  faith or  involving
intentional  misconduct  or  knowing  violations  of  law,  illegal  payment  of
dividends or stock redemptions or repurchases, or for any transaction from which
the director derives an improper personal benefit.  As permitted by the statute,
the
Company  has  adopted  provisions  in its  Certificate  of  Incorporation  which
eliminate  to the fullest  extent  permissible  under  Delaware law the personal
liability  of its  directors  to the Company and its  stockholders  for monetary
damages for breach or alleged breach of their duty of care.

         Section  145 of the  General  Corporation  Law of the State of Delaware
provides for the indemnification of officers, directors, employees and agents of
a  corporation.  The Bylaws of the Company  provide for  indemnification  of its
directors,  officers,  employees  and  agents to the full  extent  permitted  by
Delaware law,  including  those  circumstances  in which  indemnification  would
otherwise be discretionary under Delaware law. The Company's Bylaws also empower
it to enter into indemnification  agreements with its directors and officers and
to purchase  insurance  on behalf of any person whom it is required or permitted
to  indemnify.  The Company has entered into  agreements  with its directors and
certain of its  executive  officers  that require the Company to indemnify  such
persons to the fullest extent  permitted  under  Delaware law against  expenses,
judgments, fines, settlements and other amounts actually and reasonably incurred
(including  expenses of a derivative  action) in connection with any proceeding,
whether  actual or  threatened,  to which any such person may be made a party by
reason of the fact that such person is or was a director or an executive officer
of  the  Company  or  any of its  affiliated  enterprises.  The  indemnification
agreements  also set forth certain  procedures that will apply in the event of a
claim for indemnification thereunder.

         Section  145 of the  General  Corporation  Law of the State of Delaware
provides for  indemnification  in terms  sufficiently  broad to  indemnify  such
individuals,   under   certain   circumstances,   for   liabilities   (including
reimbursement of expenses incurred) arising under the Securities Act of 1933, as
amended.

Item 7. Exemption From Registration Claimed

         Inapplicable.

Item 8. Exhibits

         See Exhibit Index.

Item 9. Undertakings

         The undersigned registrant hereby undertakes:

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

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

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

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

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

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

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

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

         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 San Mateo,  State of  California,  on June 16,
2003.

                                               VIRAGE, INC.

                                               By: /s/ Paul G. Lego
                                                   -----------------------------
                                                   Paul G. Lego
                                                   President and Chief Executive
                                                   Officer
SIGNATURES AND POWER OF ATTORNEY

         The officers and  directors of Virage,  Inc.  whose  signatures  appear
below,  hereby  constitute and appoint Paul G. Lego and Scott Gawel, and each of
them,  their  true  and  lawful  attorneys  and  agents,   with  full  power  of
substitution, each with power to act alone, to sign and execute on behalf of the
undersigned any amendment or amendments to this  registration  statement on Form
S-8, and each of the undersigned does hereby ratify and confirm all that each of
said attorney and agent,  or their or his  substitutes,  shall do or cause to be
done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this  registration  statement  has been signed by the  following  persons in the
capacities indicated on June 16, 2003.
Signature                                                   Title
---------                                                   -----
/s/ Paul G. Lego                                            President and Chief Executive Officer
-------------------------------------------------           (Principal Executive Officer)
Paul G. Lego

/s/ Scott Gawel                                             Vice President, Finance and
-------------------------------------------------           Acting Chief Financial Officer
Scott Gawel                                                 (Principal Financial & Accounting Officer)

/s/ Alar E. Arras                                           Director
-------------------------------------------------
Alar E. Arras

/s/ Ronald E.F. Codd                                        Director
-------------------------------------------------
Ronald E.F. Codd

/s/ Philip W. Halperin                                      Director
-------------------------------------------------
Philip W. Halperin

/s/ Randall S. Livingston                                   Director
-------------------------------------------------
Randall S. Livingston

/s/ Standish H. O'Grady                                     Director
-------------------------------------------------
Standish H. O'Grady

/s/ William H. Younger, Jr.                                 Director
-------------------------------------------------
William H. Younger, Jr.
EXHIBIT INDEX

 4.1     Certificate  of   Incorporation  of  the  Company  is  incorporated  by
         reference to Exhibit 3.4 to the Company's quarterly report on Form 10-Q
         filed pursuant to Sections  13(a) or 15(d) of the  Securities  Exchange
         Act of 1934,  as amended,  as filed with the  Securities  and  Exchange
         Commission on August 8, 2000

 4.2     Bylaws of the Company are  incorporated  by reference to Exhibit 3.2 to
         the Company's  Registration Statement on Form S-1 filed pursuant to the
         Securities  Act of 1933, as amended,  as filed with the  Securities and
         Exchange Commission on February 7, 2000

 4.3     Rights Agreement dated November 8, 2000 is incorporated by reference to
         Exhibit 4.4 to the Company's  current report on Form 8-K filed pursuant
         to Sections 13(a) or 15(d) of the  Securities  Exchange Act of 1934, as
         amended,  as filed  with the  Securities  and  Exchange  Commission  on
         December 5, 2000

 5       Opinion re legality

23.1     Consent of Counsel (included in Exhibit 5)

23.2     Consent of Ernst & Young LLP, Independent Auditors

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