As filed with the Securities and Exchange Commission on September 5, 1997

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   ----------

                                    FORM S-8
                             REGISTRATION STATEMENT

                        Under the Securities Act of 1933

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

   Delaware               ____________________________         75-2228828
(State or other           (Primary Standard Industrial       (I.R.S. Employer 
jurisdiction of            Classification Code Number)      Identification No.)
incorporation or 
 organization)

                                 50 Tannery Road
                          Branchburg, New Jersey 08876
                                 (908) 534-6400

                  (Address and Telephone Number of Registrant's
                     Principal Executive Office)(Zip Code)

                             1997 Stock Option Plan
                       (1,000,000 shares of Common Stock)

                            (full title of the plans)

                          Michael G. Martin, President
                                 50 Tannery Road
                          Branchburg, New Jersey 08876
                                 (908) 534-6400

  (Name, Address & Telephone number, including area code, of agent for service)

                                   ----------

                                   Copies to:
                            Michael H. Freedman, Esq.
                   Silverman, Collura, Chernis & Balzano, P.C.
                       381 Park Avenue South - Suite 1601
                            New York, New York 10016
                                 (212) 779-8600

<PAGE>

                        CALCULATION OF REGISTRATION FEE

- --------------------------------------------------------------------------------

                              Proposed         Proposed
Title of        Amount        maximum          maximum               Amount of
securities to   to be         offering price   aggregate            registration
be registered   registered    per share (1)    offering price (1)       fee

- --------------------------------------------------------------------------------

Common Stock(1) 1,000,000     $6.5625          $6,562,500            $1,988.64

- --------------------------------------------------------------------------------

(1) Calculated in accordance  with 457(c) using the average of the bid and asked
price for the Common Stock on August 28, 1997.


                                       2
<PAGE>

         PART I - INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

         The  documents  containing   information  specified  in  Part  I  (plan
information and registrant information) will be sent or given to the consultants
as  specified  by Rule  428(b)(1).  Such  documents  need not be filed  with the
Securities and Exchange Commission either as part of this registration statement
or as  prospectuses  or  prospectus  supplements  pursuant  to Rule  424.  These
documents  and the  documents  incorporated  by reference  in this  registration
statement pursuant to Item 3 of Part II of this form taken together constitute a
prospectus that meets the requirements of Section 10(a) of the Securities Act of
1933.


                                       3
<PAGE>

PART II  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The  documents  listed  below have been filed by the  Company  with the
Commission and are incorporated herein by reference:

         (a) The  Company's  Annual  Report on Form  10-KSB for its fiscal  year
ended December 31, 1996;

         (b) The Company's Quarterly Report on Form 10-QSB for the periods ended
March 31, 1997 and June 30, 1997;

         (c) All other  reports  filed by the Company  pursuant to Section 13(a)
and 15(d) of the Exchange Act since the Company's fiscal year ended December 31,
1996.

         All  documents  filed by the Company  with the  Commission  pursuant to
Sections 13(a),  13(c), 14 or 15(d) of the Exchange Act subsequent  hereto,  but
prior to the  termination of the offering of securities  made by this Prospectus
shall be deemed to be  incorporated  by  reference  herein and to be part hereof
from their respective dates of filing.

         Any statement contained in a document  incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this Prospectus, to
the extent that a statement  contained herein or in any other subsequently filed
document  which  also is or 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 Prospectus.

Item 4.  DESCRIPTION OF SECURITIES

         The Company is authorized to issue  30,000,000  shares of Common Stock,
$.0001 par value ("Common Stock") and 3,000,000 shares of Preferred Stock, $.001
par value.

         Holders  of  Common  Stock are  entitled  to one vote per share on each
matter submitted to vote at any meeting of shareholders.  Shares of Common Stock
do not carry  cumulative  voting rights and therefore,  holders of a majority of
the outstanding shares of Common Stock will be able to elect the entire board of
directors of the  Company.  The  Company's  board of  directors  has  authority,
without action by the Company's shareholders, to issue all or any portion of the
authorized but unissued  shares of Common Stock,  which would have the effect of
reducing the  percentage of securities  ownership of the Company's  shareholders
and diluting the book value of the Common Stock.

         Shareholders  of the  Company  have no  preemptive  rights  to  acquire
additional shares of Common Stock. The Common Stock is not subject to redemption
and carries no subscription


                                       4
<PAGE>

or conversion rights. In the event of liquidation of the Company, the holders of
shares of Common Stock are entitled to share  equally in corporate  assets after
the holders,  if any, of Preferred Stock and after  satisfaction of liabilities.
Holders of Common Stock are entitled to receive such  dividends as the Company's
board of directors may from time to time declare out of funds legally  available
for the payment thereof. The Company has never paid cash dividends on its Common
Stock and does not anticipate that it will pay such dividends in the future.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

         The legality of the shares  offered hereby has been passed upon for the
Company by Silverman, Collura, Chernis & Balzano, P.C. ("SCCB"), 381 Park Avenue
South, Suite 1601, New York, New York 10016. Paul Chernis, a partner in SCCB, is
a director of the Company.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Section 145 of the General Corporation Law of the State of Delaware and
Article 7 of the Company's  Articles of  Incorporation  contain  provisions  for
indemnification of officers, directors, employees and agents of the Company. The
Articles of  Incorporation  require the Company to indemnify such persons to the
full extent  permitted by Delaware law. Each person will be  indemnified  in any
proceeding  if he  acted in good  faith  and in a  manner  which  he  reasonably
believed  to be in,  or not  opposed  to,  the  best  interest  of the  Company.
Indemnification  would cover expenses,  including  attorney's  fees,  judgments,
fines and amounts paid in settlement.

         Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to  directors,  officers,  and  controlling  persons of the
Company, the Company 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  Company of expense
incurred or paid by a director, officer, or controlling person of the Company in
the  successful  defense of any action,  suit or proceeding) is asserted by such
director,  officer or controlling  person of the Company in connection  with the
securities  being  registered,  the Company  will,  unless in the opinion of its
counsel  the matter has been  settled by a  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 issues.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Not applicable.


                                       5
<PAGE>

ITEM 8.   EXHIBITS

         4.1      1997 Stock Option Plan

         5.1      Opinion of Silverman, Collura, Chernis & Balzano, P.C.

         23.1     Consent of Silverman, Collura, Chernis & Balzano, P.C. 
                  (included in Exhibit 5.1)

         23.2     Consent of Feldman Radin & Company, P.C.

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 the 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 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 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 of such information in the Registration Statement;

         Provided  however that  paragraphs  (a)(1)(i) and (a)(1)(ii)  shall not
apply to  information  contained  in periodic  reports  filed by the  registrant
pursuant  to  Section  13  or  Section  15(d)  of  the  Exchange  Act  that  are
incorporated by reference in this Registration Statement.

         (2) That,  for the  purpose  of  determining  any  liability  under the
Securities Act, 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.


                                       6
<PAGE>

         (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 section 15(d) of the
Exchange Act that is  incorporated by reference in this  Registration  Statement
shall be deemed to be a new  registration  statement  relating to the securities
offered herein, 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 is against public policy
as  expressed  in  the  Securities  Act  and  will  be  governed  by  the  final
adjudication of such issue.


                                       7
<PAGE>

                                   SIGNATURES

         Pursuant to the  requirement  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,  therewith  duly
authorized, on September 4, 1997.

                                    PROFORMIX SYSTEMS, INC.

                                    By:/s/ Michael G. Martin
                                       --------------------------------
                                       Michael G. Martin, President

                               POWER OF ATTORNEY

         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears below,  hereby  constitutes and appoints Michael G. Martin, his true and
lawful attorney-in-fact, with full power of substitution and resubstitution, for
his and in his name, place and stead, in any and all capacities,  to sign any or
all  amendments or supplements  to this  Registration  Statement and to file the
same with all exhibits thereto and other documents in connection therewith, with
the Commission,  granting unto said attorney-in-fact full power and authority to
do and perform each and every act and thing  necessary or appropriate to be done
with respect to this  Registration  Statement or any  amendments or  supplements
hereto and about the premises,  as fully to all intents and purposes as he might
or  could  do  in  person,   hereby  ratifying  and  confirming  all  that  said
attorney-in-fact,  or his substitute or substitutes, may lawfully do or cause to
be done by virtue hereof.

         Pursuant to the  requirements of the Securities Act, this  Registration
Statement  has  been  signed  by  the  following  persons  in  their  respective
capacities with Proformix Systems, Inc. and on the dates indicated.

                                   SIGNATURES

Signature                      Title                              Date
- ---------                      -----                              ----
/s/ Michael G. Martin
- ----------------------        Chief Executive Officer,        September 4, 1997
Michael G. Martin             President and Director 
                              (Principal Executive Officer)

/s/ Joerg H. Klaube           Chief Financial Officer         September 4, 1997
- ----------------------        (Principal Financial and 
  Joerg H. Klaube             Accounting Officer)       
                                
/s/ Paul Chernis
- ----------------------        Director                        September 4, 1997
  Paul Chernis


                                       8
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 15678}]
{"company-data": {"conformed-name": "PROFORMIX SYSTEMS INC", "cik": "0000838796", "assigned-sic": "1311", "irs-number": "752228828", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "file-number": "333-35155", "film-number": "97676872"}, "business-address": {"street1": "50 TANNERY RD", "city": "BRANCHBURG", "state": "NJ", "zip": "08876", "phone": "9085346400"}, "mail-address": {"street1": "50 TANNERY ROAD", "city": "BRANCHBURG", "state": "NJ", "zip": "08876"}, "former-company": [{"former-conformed-name": "WHITESTONE INDUSTRIES INC", "date-changed": "19930429"}, {"former-conformed-name": "FORTUNISTICS INC", "date-changed": "19920703"}]}
As filed with the Securities and Exchange Commission on September 5, 1997

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   ----------

                                    FORM S-8
                             REGISTRATION STATEMENT

                        Under the Securities Act of 1933

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

   Delaware               ____________________________         75-2228828
(State or other           (Primary Standard Industrial       (I.R.S. Employer 
jurisdiction of            Classification Code Number)      Identification No.)
incorporation or 
 organization)

                                 50 Tannery Road
                          Branchburg, New Jersey 08876
                                 (908) 534-6400

                  (Address and Telephone Number of Registrant's
                     Principal Executive Office)(Zip Code)

                             1997 Stock Option Plan
                       (1,000,000 shares of Common Stock)

                            (full title of the plans)

                          Michael G. Martin, President
                                 50 Tannery Road
                          Branchburg, New Jersey 08876
                                 (908) 534-6400

  (Name, Address & Telephone number, including area code, of agent for service)

                                   ----------

                                   Copies to:
                            Michael H. Freedman, Esq.
                   Silverman, Collura, Chernis & Balzano, P.C.
                       381 Park Avenue South - Suite 1601
                            New York, New York 10016
                                 (212) 779-8600
CALCULATION OF REGISTRATION FEE

- --------------------------------------------------------------------------------

                              Proposed         Proposed
Title of        Amount        maximum          maximum               Amount of
securities to   to be         offering price   aggregate            registration
be registered   registered    per share (1)    offering price (1)       fee

- --------------------------------------------------------------------------------

Common Stock(1) 1,000,000     $6.5625          $6,562,500            $1,988.64

- --------------------------------------------------------------------------------

(1) Calculated in accordance  with 457(c) using the average of the bid and asked
price for the Common Stock on August 28, 1997.

                                       2
PART I - INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

         The  documents  containing   information  specified  in  Part  I  (plan
information and registrant information) will be sent or given to the consultants
as  specified  by Rule  428(b)(1).  Such  documents  need not be filed  with the
Securities and Exchange Commission either as part of this registration statement
or as  prospectuses  or  prospectus  supplements  pursuant  to Rule  424.  These
documents  and the  documents  incorporated  by reference  in this  registration
statement pursuant to Item 3 of Part II of this form taken together constitute a
prospectus that meets the requirements of Section 10(a) of the Securities Act of
1933.

                                       3
PART II  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The  documents  listed  below have been filed by the  Company  with the
Commission and are incorporated herein by reference:

         (a) The  Company's  Annual  Report on Form  10-KSB for its fiscal  year
ended December 31, 1996;

         (b) The Company's Quarterly Report on Form 10-QSB for the periods ended
March 31, 1997 and June 30, 1997;

         (c) All other  reports  filed by the Company  pursuant to Section 13(a)
and 15(d) of the Exchange Act since the Company's fiscal year ended December 31,
1996.

         All  documents  filed by the Company  with the  Commission  pursuant to
Sections 13(a),  13(c), 14 or 15(d) of the Exchange Act subsequent  hereto,  but
prior to the  termination of the offering of securities  made by this Prospectus
shall be deemed to be  incorporated  by  reference  herein and to be part hereof
from their respective dates of filing.

         Any statement contained in a document  incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this Prospectus, to
the extent that a statement  contained herein or in any other subsequently filed
document  which  also is or 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 Prospectus.

Item 4.  DESCRIPTION OF SECURITIES

         The Company is authorized to issue  30,000,000  shares of Common Stock,
$.0001 par value ("Common Stock") and 3,000,000 shares of Preferred Stock, $.001
par value.

         Holders  of  Common  Stock are  entitled  to one vote per share on each
matter submitted to vote at any meeting of shareholders.  Shares of Common Stock
do not carry  cumulative  voting rights and therefore,  holders of a majority of
the outstanding shares of Common Stock will be able to elect the entire board of
directors of the  Company.  The  Company's  board of  directors  has  authority,
without action by the Company's shareholders, to issue all or any portion of the
authorized but unissued  shares of Common Stock,  which would have the effect of
reducing the  percentage of securities  ownership of the Company's  shareholders
and diluting the book value of the Common Stock.

         Shareholders  of the  Company  have no  preemptive  rights  to  acquire
additional shares of Common Stock. The Common Stock is not subject to redemption
and carries no subscription

                                       4
or conversion rights. In the event of liquidation of the Company, the holders of
shares of Common Stock are entitled to share  equally in corporate  assets after
the holders,  if any, of Preferred Stock and after  satisfaction of liabilities.
Holders of Common Stock are entitled to receive such  dividends as the Company's
board of directors may from time to time declare out of funds legally  available
for the payment thereof. The Company has never paid cash dividends on its Common
Stock and does not anticipate that it will pay such dividends in the future.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

         The legality of the shares  offered hereby has been passed upon for the
Company by Silverman, Collura, Chernis & Balzano, P.C. ("SCCB"), 381 Park Avenue
South, Suite 1601, New York, New York 10016. Paul Chernis, a partner in SCCB, is
a director of the Company.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Section 145 of the General Corporation Law of the State of Delaware and
Article 7 of the Company's  Articles of  Incorporation  contain  provisions  for
indemnification of officers, directors, employees and agents of the Company. The
Articles of  Incorporation  require the Company to indemnify such persons to the
full extent  permitted by Delaware law. Each person will be  indemnified  in any
proceeding  if he  acted in good  faith  and in a  manner  which  he  reasonably
believed  to be in,  or not  opposed  to,  the  best  interest  of the  Company.
Indemnification  would cover expenses,  including  attorney's  fees,  judgments,
fines and amounts paid in settlement.

         Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to  directors,  officers,  and  controlling  persons of the
Company, the Company 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  Company of expense
incurred or paid by a director, officer, or controlling person of the Company in
the  successful  defense of any action,  suit or proceeding) is asserted by such
director,  officer or controlling  person of the Company in connection  with the
securities  being  registered,  the Company  will,  unless in the opinion of its
counsel  the matter has been  settled by a  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 issues.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Not applicable.

                                       5
ITEM 8.   EXHIBITS

         4.1      1997 Stock Option Plan

         5.1      Opinion of Silverman, Collura, Chernis & Balzano, P.C.

         23.1     Consent of Silverman, Collura, Chernis & Balzano, P.C. 
                  (included in Exhibit 5.1)

         23.2     Consent of Feldman Radin & Company, P.C.

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 the 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 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 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 of such information in the Registration Statement;

         Provided  however that  paragraphs  (a)(1)(i) and (a)(1)(ii)  shall not
apply to  information  contained  in periodic  reports  filed by the  registrant
pursuant  to  Section  13  or  Section  15(d)  of  the  Exchange  Act  that  are
incorporated by reference in this Registration Statement.

         (2) That,  for the  purpose  of  determining  any  liability  under the
Securities Act, 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.

                                       6
(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 section 15(d) of the
Exchange Act that is  incorporated by reference in this  Registration  Statement
shall be deemed to be a new  registration  statement  relating to the securities
offered herein, 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 is against public policy
as  expressed  in  the  Securities  Act  and  will  be  governed  by  the  final
adjudication of such issue.

                                       7
SIGNATURES

         Pursuant to the  requirement  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,  therewith  duly
authorized, on September 4, 1997.

                                    PROFORMIX SYSTEMS, INC.

                                    By:/s/ Michael G. Martin
                                       --------------------------------
                                       Michael G. Martin, President

                               POWER OF ATTORNEY

         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears below,  hereby  constitutes and appoints Michael G. Martin, his true and
lawful attorney-in-fact, with full power of substitution and resubstitution, for
his and in his name, place and stead, in any and all capacities,  to sign any or
all  amendments or supplements  to this  Registration  Statement and to file the
same with all exhibits thereto and other documents in connection therewith, with
the Commission,  granting unto said attorney-in-fact full power and authority to
do and perform each and every act and thing  necessary or appropriate to be done
with respect to this  Registration  Statement or any  amendments or  supplements
hereto and about the premises,  as fully to all intents and purposes as he might
or  could  do  in  person,   hereby  ratifying  and  confirming  all  that  said
attorney-in-fact,  or his substitute or substitutes, may lawfully do or cause to
be done by virtue hereof.

         Pursuant to the  requirements of the Securities Act, this  Registration
Statement  has  been  signed  by  the  following  persons  in  their  respective
capacities with Proformix Systems, Inc. and on the dates indicated.

                                   SIGNATURES

Signature                      Title                              Date
- ---------                      -----                              ----
/s/ Michael G. Martin
- ----------------------        Chief Executive Officer,        September 4, 1997
Michael G. Martin             President and Director 
                              (Principal Executive Officer)

/s/ Joerg H. Klaube           Chief Financial Officer         September 4, 1997
- ----------------------        (Principal Financial and 
  Joerg H. Klaube             Accounting Officer)       
                                
/s/ Paul Chernis
- ----------------------        Director                        September 4, 1997
  Paul Chernis

                                       8