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As the Internet continues to grow in popularity and size, so do the scalability demands on its infrastructure. It is well-known that proxy caching is one of the approaches for providing scalable content distribution. However, due to the limited storage space and bandwidth between the proxy server and the clients, the number of clients that can be supported is limited. To alleviate this problem, this paper presents the design and implementation of a distributed video caching system using the peer-to-peer computing technology. The proposed architecture allows the clients to take part in a video distribution network. These clients cache the large video objects that they viewed and later stream the videos to other clients that request the same video objects. Our numerical results show that the proposed system can scale better than the traditional video caches.