SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933
                         ------------------------------
                            EMERGISOFT HOLDING, INC.
             (Exact name of registrant as specified in its charter)

Nevada                                                84-1121360
(State or other jurisdiction                          (IRS Employer
of incorporation or organization)                     Identification Number)

2225 Avenue J
Arlington, Texas                                      76006
Address of principal executive offices)               (Zip Code)


                            EMERGISOFT HOLDING, INC.
                           1998 STOCK INCENTIVE PLAN
                           2001 STOCK INCENTIVE PLAN
                  2001 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
                           (Full title of the plans)
                       ----------------------------------

                                   Dan Witte
                     Chief Executive Officer and President
                            Emergisoft Holding, Inc.
                                 2225 Avenue J
                             Arlington, Texas 76006
                    (Name and address of agent for service)

                                 (817) 633-6665
         (Telephone number, including area code, of agent for service)

                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>

  Title of                                                       Proposed maximum        Proposed maximum
securities                                     Amount               offering               aggregate            Amount of
    to be                                       to be                price                  offering           registration
registered                                   registered(1)         per share                 price                 fee
<S>                                          <C>                   <C>                     <C>                  <C>
1998 Stock Incentive Plan
Common stock ($.001 par value)                5,309,000            $    .33 (2)            $1,751,970           $419.00
2001 Stock Incentive Plan

Common stock ($.001 par value)               18,000,000            $    .135(3)            $2,430,000           $581.00
2001 Non-Employee Director Stock Option Plan

Common stock ($.001 par value)                2,500,000            $    .135 (3)           $  337,500           $ 81.00
------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)  This Registration Statement shall also cover any additional shares of
     common stock which become issuable under the 1998 Stock Incentive Plan, the
     2001 Stock Incentive Plan and the 2001 Non-Employee Director Stock Option
     Plan by reason of any stock dividend, stock split, recapitalization or
     other similar transaction effected without the receipt of consideration
     which results in an increase in the number of the outstanding shares of
     common stock of Emergisoft Holding, Inc.

(2)  Calculated solely for purposes of this offering under Rule 457(h) of the
     Securities Act of 1933, as amended, and based upon the average exercise
     price at which such options may be exercised. The 1998 Stock Incentive Plan
     was adopted by Emergisoft Holding, Inc., a Delaware corporation and now a
     wholly owned subsidiary of the registrant, on June 2, 1998. The registrant
     assumed all stock options outstanding under such plan on May 25, 2001 in
     connection with the acquisition of the subsidiary. The options are now
     exercisable for shares of the registrant's common stock.

(3)  Calculated solely for purposes of this offering under Rule 457(h) of the
     Securities Act of 1933, as amended, on the basis of the average of the bid
     and asked price of a share of common stock of Emergisoft Holding, Inc. as
     quoted on the OTC Bulletin Board on January 16, 2002.

<PAGE>

                                     PART I

              INFORMATION REQUIRED IN THE SECTI0N 10(a) PROSPECTUS


Item 1.   Plan Information

          In accordance with Rule 428 under the Securities Act of 1933, as
          amended (the A1933 Act@), and the Note to Part I of Form S-8, the
          information required by this item has been omitted from this
          Registration Statement.

Item 2.   Registrant Information and Employee Plan Annual Information

          In accordance with Rule 428 under the 1933 Act and the Note to Part I
          of Form S-8, the information required by this item has been omitted
          from this Registration Statement.


                                      I-1
<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.   Incorporation of Documents by Reference

          In the remainder of this document the terms "we," "our," and "us"
          refer to Emergisoft Holding, Inc., a Nevada corporation, and where
          appropriate, to our direct and indirect subsidiaries.

          We are subject to the informational and reporting requirements of
          Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of
          1934, as amended (the "Exchange Act"), and in accordance therewith
          file reports, proxy statements and other information with the
          Securities and Exchange Commission (the "Commission"). The following
          documents, which are filed with the Commission, are incorporated in
          this Registration Statement by reference:

          (1)  Our latest annual report on Form 10-KSB/A for the fiscal year
               ended June 30, 2000, filed with the Commission on August 16,
               2000.

          (2)  Our current report on Form 8-K/A filed with the Commission on
               August 2, 2001, containing our audited financial statements as of
               December 31, 2000.

          (3)  Our latest quarterly report on Form 10-QSB for the quarter ended
               September 30, 2001, filed with the Commission on November 14,
               2001.

          (4)  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
               annual report referred to in (1) above.

          (5)  The descriptions of our common stock contained in our
               registration statement on Form 8-A filed with the Commission
               under Section 12(g) of the Exchange Act on June 24, 1994 and in
               our current report on Form 8-K/A filed with the Commission on
               August 2, 2001, including any amendment or report filed for the
               purpose of updating such descriptions.

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

Item 4.   Description of Securities

          Not applicable.

                                      II-1
<PAGE>


Item 5.   Interests of Named Experts and Counsel

          Not applicable.

Item 6.   Indemnification of Directors and Officers.

          Our bylaws provide that we have the power to indemnify any person who
          was or is a party or is threatened to be made a party to any
          threatened, pending or completed action, suit or proceeding, whether
          civil, criminal, administrative or investigative, by reason of the
          fact that he is or was a director, officer, employee or agent of ours,
          or is or was serving at our request as a director, officer, employee
          or agent of another corporation, partnership, joint venture, trust or
          other enterprise, against expenses (including attorney's fees),
          judgments, fines and amounts paid in settlement actually and
          reasonably incurred by him in connection with such action, suit or
          proceeding if he acted in good faith and in a manner he reasonably
          believed to be in or not opposed to our best interests, and, with
          respect to any criminal action or proceeding, had no reasonable cause
          to believe his conduct was unlawful. If the suit or action is by us or
          taken in our right, no indemnification can be made in respect of any
          claim, issue or matter as to which any person is adjudged to be liable
          for negligence or misconduct in the performance of his duty to us
          unless, and only to the extent that, the court in which such action or
          suit was brought determines upon application that, despite the
          adjudication of liability but in view of all circumstances of the
          case, such person is fairly and reasonably entitled to indemnity for
          such expenses which such court shall deem proper.

          Expenses incurred in defending a civil or criminal action, suit or
          proceeding may be paid by us in advance of the final disposition of
          such action, suit or proceeding upon receipt of an undertaking by or
          on behalf of the director, officer, employee or agent to repay such
          amount if it is ultimately determined that he is not entitled to be
          indemnified by us.

          Unless ordered by a court, indemnification can be made only as
          authorized in the specific case upon a determination that
          indemnification of the director, officer, employee or agent is proper
          in the circumstances because he has met the applicable standard of
          conduct set forth in our bylaws. Such determination is to be made by
          our Board of Directors by a majority vote of a quorum of the directors
          or by the shareholders.

          Indemnification provided for in our bylaws is not exclusive of any
          other rights to which those indemnified may be entitled under any
          agreement, vote of shareholders or interested directors or otherwise,
          both as to action in an official capacity and as to action in another
          capacity while holding office. Indemnification continues as to a
          person who has ceased to be a director, officer, employee or agent and
          inures to the benefit of the heirs, executors and administrators of
          such a person.

          In addition Article 78.7502 of the Nevada Revised Statutes provides
          that a corporation has the power to indemnify any person who was or is
          a party or is threatened to be made a party to any threatened, pending
          or completed action, suit or proceeding, whether civil, criminal,
          administrative or investigative, except an action by or in the right
          of the corporation, by reason of the fact that he is or was a
          director, officer, employee or agent of the corporation, or


                                      II-2
<PAGE>

          is or was serving at the request of the corporation as a director,
          officer, employee or agent of another corporation, partnership, joint
          venture, trust or other enterprise, against expenses, including
          attorneys' fees, judgments, fines and amounts paid in settlement
          actually and reasonably incurred by him in connection with the action,
          suit or proceeding if he acted in good faith and in a manner which he
          reasonably believed to be in or not opposed to the best interests of
          the corporation, and, with respect to any criminal action or
          proceeding, had no reasonable cause to believe his conduct was
          unlawful. The termination of any action, suit or proceeding by
          judgment, order, settlement, conviction or upon a plea of nolo
          contendere or its equivalent, does not, of itself, create a
          presumption that the person did not act in good faith and in a manner
          which he reasonably believed to be in or not opposed to the best
          interests of the corporation, and that, with respect to any criminal
          action or proceeding, he had reasonable cause to believe that his
          conduct was unlawful.

          Further, a corporation may indemnify any person who was or is a party
          or is threatened to be made a party to any threatened, pending or
          completed action or suit by or in the right of the corporation to
          procure a judgment in its favor by reason of the fact that he is or
          was a director, officer, employee or agent of the corporation, or is
          or was serving at the request of the corporation as a director,
          officer, employee or agent of another corporation, partnership, joint
          venture, trust or other enterprise against expense, including amounts
          paid in settlement and attorneys' fees actually and reasonably
          incurred by him in connection with the defense or settlement of the
          action or suit if he acted in good faith and in a manner which he
          reasonably believed to be in or not opposed to the best interests of
          the corporation. Indemnification may not be made for any claim, issue
          or matter as to which such a person has been adjudged by a court of
          competent jurisdiction, after exhaustion of all appeals therefrom, to
          be liable to the corporation or for amounts paid in settlement to the
          corporation, unless and only to the extent that the court in which the
          action or suit was brought or other court of competent jurisdiction
          determines upon application that in view of all the circumstances of
          the case, the person is fairly and reasonably entitled to indemnity
          for such expenses as the court deems proper.

          Pursuant to the Nevada Revised Statutes, to the extent that a
          director, officer, employee or agent of a corporation has been
          successful on the merits or otherwise in defense of any action, suit
          or proceeding referred to above, or in defense of any claim, issue or
          matter therein, the corporation shall indemnify him against expenses,
          including attorneys' fees, actually and reasonably incurred by him in
          connection with the defense.

          We also maintain directors' and officers' liability insurance under
          which our directors and officers are insured against certain
          liabilities which might be incurred by them in connection with the
          performance of their duties.

Item 7.   Exemption from Registration Claimed

          Not applicable.


                                      II-3
<PAGE>

Item 8.  Exhibits

Exhibit
 Number   Exhibit

    4     Instruments Defining Rights of Security Holders. Reference is made to
          our current report on Form 8-K/A filed with the Commission on August
          2, 2001, which is incorporated herein by reference pursuant to Item
          3(b) of this Registration Statement

    5     Opinion and consent of Cantey & Hanger, L.L.P.

   23.1   Consent of Ernst & Young LLP.

   23.2   Consent of Crouch, Bierwolf & Associates

   23.3   Consent of Cantey & Hanger, L.L.P. Contained in Exhibit 5.

   24     Power of Attorney. Reference is made to page II-6 of this Registration
          Statement.

Item 9.   Undertakings

               A. We hereby undertake: (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 paragraphs is
          contained in periodic reports filed by us 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 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 offering.

               B. We hereby undertake that, for purposes of determining any
          liability under the 1933 Act, each filing of our 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.

                                      II-4
<PAGE>

               C. Insofar as indemnification for liabilities arising under the
          1933 Act may be permitted to directors, officers or controlling
          persons of ours pursuant to the indemnification provisions summarized
          in Item 6 or otherwise, we have been advised that, in the opinion of
          the SEC, 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 us of expenses incurred or paid by a director, officer or
          controlling person of ours 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,
          we will, unless in the opinion of our counsel the matter has been
          settled by controlling precedent, submit to a court of appropriate
          jurisdiction the question whether such indemnification by us is
          against public policy as expressed in the 1933 Act and will be
          governed by the final adjudication of such issue.

                                   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 Arlington, State of Texas on January 16, 2002.

                                      EMERGISOFT HOLDING, INC.


                                      By: /s/ Dan Witte
                                          ==========================
                                          Dan Witte
                                          Chief Executive Officer and President

                                      II-5
<PAGE>

                                POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS:

     That the undersigned officers and directors of Emergisoft Holding, Inc., a
Nevada corporation, do hereby constitute and appoint Dan Witte and Joe S. Eppes,
and either 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 either 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 all that said
attorneys and agents, or either 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.

Name                                Title                      Date


/s/ Dan Witte                       Chief Executive Officer,   January 16, 2002
------------------------            President and Director
Dan Witte

/s/ Kenna J. Bridgmon               Vice President-Client
-----------------------             Services and Director      January 16, 2002
Kenna J. Bridgmon

/s/ Ron Hellstern                   Vice President - Medical   January 16, 2002
-----------------------             Affairs and Director
Dr. Ron Hellstern

/s/ Ann Crossman                    Controller                 January 16, 2002
-----------------------
Ann Crossman

/s/ Ash R. Huzenlaub                Director                   January 16, 2002
-----------------------
Ash R. Huzenlaub

/s/ Jason Sear                      Director                   January 16, 2002
-----------------------
Jason Sear


                                      II-6
<PAGE>


                       SECURITIES AND EXCHANGE COMMISSION

                                WASHINGTON, D.C.


                                    EXHIBITS
                                       TO
                                    FORM S-8
                                     UNDER
                             SECURITIES ACT OF 1933

                            EMERGISOFT HOLDING, INC.

                                  EXHIBIT LIST

Exhibit
Number    Exhibit

   4      Instruments Defining Rights of Shareholders. Reference is made to our
          current report on Form 8-K/A filed with the Commission on August 2,
          2001, which is incorporated herein by reference pursuant to Item 3(b)
          of this Registration Statement.

   5      Opinion and consent of Cantey & Hanger, L.L.P.

  23.1    Consent of Ernst & Young LLP.

  23.2    Consent of Crouch, Bierwolf & Associates

  23.3    Consent of Cantey & Hanger, L.L.P. Contained in Exhibit 5.

  24      Power of Attorney. Reference is made to page II-6 of this Registration
          Statement.
[{"type": "S-8", "sequence": "1", "filename": "jan162002_s8.txt", "description": "FORM S-8, EMERGISOFT HOLDING, INC., JANUARY 2002", "secsgml_size_bytes": 24226}]
{"company-data": {"conformed-name": "EMERGISOFT HOLDING INC", "cik": "0000854776", "assigned-sic": "7373", "irs-number": "841121360", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-76912", "film-number": "2511852"}, "business-address": {"street1": "EMERGISOFT HOLDING, INC.", "street2": "2225 AVENUE J", "city": "ARLINGTON", "state": "TX", "zip": "76006", "phone": "8176336665"}, "mail-address": {"street1": "EMERGISOFT HOLDING, INC.", "street2": "2225 AVENUE J", "city": "ARLINGTON", "state": "TX", "zip": "76006"}, "former-company": {"former-conformed-name": "PIERCE INTERNATIONAL DISCOVERY INC", "date-changed": "19930726"}}
SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933
                         ------------------------------
                            EMERGISOFT HOLDING, INC.
             (Exact name of registrant as specified in its charter)

Nevada                                                84-1121360
(State or other jurisdiction                          (IRS Employer
of incorporation or organization)                     Identification Number)

2225 Avenue J
Arlington, Texas                                      76006
Address of principal executive offices)               (Zip Code)

                            EMERGISOFT HOLDING, INC.
                           1998 STOCK INCENTIVE PLAN
                           2001 STOCK INCENTIVE PLAN
                  2001 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
                           (Full title of the plans)
                       ----------------------------------

                                   Dan Witte
                     Chief Executive Officer and President
                            Emergisoft Holding, Inc.
                                 2225 Avenue J
                             Arlington, Texas 76006
                    (Name and address of agent for service)

                                 (817) 633-6665
         (Telephone number, including area code, of agent for service)

                        CALCULATION OF REGISTRATION FEE
Title of                                                       Proposed maximum        Proposed maximum
securities                                     Amount               offering               aggregate            Amount of
    to be                                       to be                price                  offering           registration
registered                                   registered(1)         per share                 price                 fee
1998 Stock Incentive Plan
Common stock ($.001 par value)                5,309,000            $    .33 (2)            $1,751,970           $419.00
2001 Stock Incentive Plan

Common stock ($.001 par value)               18,000,000            $    .135(3)            $2,430,000           $581.00
2001 Non-Employee Director Stock Option Plan

Common stock ($.001 par value)                2,500,000            $    .135 (3)           $  337,500           $ 81.00
------------------------------------------------------------------------------------------------------------------------------
(1)  This Registration Statement shall also cover any additional shares of
     common stock which become issuable under the 1998 Stock Incentive Plan, the
     2001 Stock Incentive Plan and the 2001 Non-Employee Director Stock Option
     Plan by reason of any stock dividend, stock split, recapitalization or
     other similar transaction effected without the receipt of consideration
     which results in an increase in the number of the outstanding shares of
     common stock of Emergisoft Holding, Inc.

(2)  Calculated solely for purposes of this offering under Rule 457(h) of the
     Securities Act of 1933, as amended, and based upon the average exercise
     price at which such options may be exercised. The 1998 Stock Incentive Plan
     was adopted by Emergisoft Holding, Inc., a Delaware corporation and now a
     wholly owned subsidiary of the registrant, on June 2, 1998. The registrant
     assumed all stock options outstanding under such plan on May 25, 2001 in
     connection with the acquisition of the subsidiary. The options are now
     exercisable for shares of the registrant's common stock.

(3)  Calculated solely for purposes of this offering under Rule 457(h) of the
     Securities Act of 1933, as amended, on the basis of the average of the bid
     and asked price of a share of common stock of Emergisoft Holding, Inc. as
     quoted on the OTC Bulletin Board on January 16, 2002.
PART I

              INFORMATION REQUIRED IN THE SECTI0N 10(a) PROSPECTUS

Item 1.   Plan Information

          In accordance with Rule 428 under the Securities Act of 1933, as
          amended (the A1933 Act@), and the Note to Part I of Form S-8, the
          information required by this item has been omitted from this
          Registration Statement.

Item 2.   Registrant Information and Employee Plan Annual Information

          In accordance with Rule 428 under the 1933 Act and the Note to Part I
          of Form S-8, the information required by this item has been omitted
          from this Registration Statement.

                                      I-1
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference

          In the remainder of this document the terms "we," "our," and "us"
          refer to Emergisoft Holding, Inc., a Nevada corporation, and where
          appropriate, to our direct and indirect subsidiaries.

          We are subject to the informational and reporting requirements of
          Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of
          1934, as amended (the "Exchange Act"), and in accordance therewith
          file reports, proxy statements and other information with the
          Securities and Exchange Commission (the "Commission"). The following
          documents, which are filed with the Commission, are incorporated in
          this Registration Statement by reference:

          (1)  Our latest annual report on Form 10-KSB/A for the fiscal year
               ended June 30, 2000, filed with the Commission on August 16,
               2000.

          (2)  Our current report on Form 8-K/A filed with the Commission on
               August 2, 2001, containing our audited financial statements as of
               December 31, 2000.

          (3)  Our latest quarterly report on Form 10-QSB for the quarter ended
               September 30, 2001, filed with the Commission on November 14,
               2001.

          (4)  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
               annual report referred to in (1) above.

          (5)  The descriptions of our common stock contained in our
               registration statement on Form 8-A filed with the Commission
               under Section 12(g) of the Exchange Act on June 24, 1994 and in
               our current report on Form 8-K/A filed with the Commission on
               August 2, 2001, including any amendment or report filed for the
               purpose of updating such descriptions.

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

Item 4.   Description of Securities

          Not applicable.

                                      II-1
Item 5.   Interests of Named Experts and Counsel

          Not applicable.

Item 6.   Indemnification of Directors and Officers.

          Our bylaws provide that we have the power to indemnify any person who
          was or is a party or is threatened to be made a party to any
          threatened, pending or completed action, suit or proceeding, whether
          civil, criminal, administrative or investigative, by reason of the
          fact that he is or was a director, officer, employee or agent of ours,
          or is or was serving at our request as a director, officer, employee
          or agent of another corporation, partnership, joint venture, trust or
          other enterprise, against expenses (including attorney's fees),
          judgments, fines and amounts paid in settlement actually and
          reasonably incurred by him in connection with such action, suit or
          proceeding if he acted in good faith and in a manner he reasonably
          believed to be in or not opposed to our best interests, and, with
          respect to any criminal action or proceeding, had no reasonable cause
          to believe his conduct was unlawful. If the suit or action is by us or
          taken in our right, no indemnification can be made in respect of any
          claim, issue or matter as to which any person is adjudged to be liable
          for negligence or misconduct in the performance of his duty to us
          unless, and only to the extent that, the court in which such action or
          suit was brought determines upon application that, despite the
          adjudication of liability but in view of all circumstances of the
          case, such person is fairly and reasonably entitled to indemnity for
          such expenses which such court shall deem proper.

          Expenses incurred in defending a civil or criminal action, suit or
          proceeding may be paid by us in advance of the final disposition of
          such action, suit or proceeding upon receipt of an undertaking by or
          on behalf of the director, officer, employee or agent to repay such
          amount if it is ultimately determined that he is not entitled to be
          indemnified by us.

          Unless ordered by a court, indemnification can be made only as
          authorized in the specific case upon a determination that
          indemnification of the director, officer, employee or agent is proper
          in the circumstances because he has met the applicable standard of
          conduct set forth in our bylaws. Such determination is to be made by
          our Board of Directors by a majority vote of a quorum of the directors
          or by the shareholders.

          Indemnification provided for in our bylaws is not exclusive of any
          other rights to which those indemnified may be entitled under any
          agreement, vote of shareholders or interested directors or otherwise,
          both as to action in an official capacity and as to action in another
          capacity while holding office. Indemnification continues as to a
          person who has ceased to be a director, officer, employee or agent and
          inures to the benefit of the heirs, executors and administrators of
          such a person.

          In addition Article 78.7502 of the Nevada Revised Statutes provides
          that a corporation has the power to indemnify any person who was or is
          a party or is threatened to be made a party to any threatened, pending
          or completed action, suit or proceeding, whether civil, criminal,
          administrative or investigative, except an action by or in the right
          of the corporation, by reason of the fact that he is or was a
          director, officer, employee or agent of the corporation, or

                                      II-2
is or was serving at the request of the corporation as a director,
          officer, employee or agent of another corporation, partnership, joint
          venture, trust or other enterprise, against expenses, including
          attorneys' fees, judgments, fines and amounts paid in settlement
          actually and reasonably incurred by him in connection with the action,
          suit or proceeding if he acted in good faith and in a manner which he
          reasonably believed to be in or not opposed to the best interests of
          the corporation, and, with respect to any criminal action or
          proceeding, had no reasonable cause to believe his conduct was
          unlawful. The termination of any action, suit or proceeding by
          judgment, order, settlement, conviction or upon a plea of nolo
          contendere or its equivalent, does not, of itself, create a
          presumption that the person did not act in good faith and in a manner
          which he reasonably believed to be in or not opposed to the best
          interests of the corporation, and that, with respect to any criminal
          action or proceeding, he had reasonable cause to believe that his
          conduct was unlawful.

          Further, a corporation may indemnify any person who was or is a party
          or is threatened to be made a party to any threatened, pending or
          completed action or suit by or in the right of the corporation to
          procure a judgment in its favor by reason of the fact that he is or
          was a director, officer, employee or agent of the corporation, or is
          or was serving at the request of the corporation as a director,
          officer, employee or agent of another corporation, partnership, joint
          venture, trust or other enterprise against expense, including amounts
          paid in settlement and attorneys' fees actually and reasonably
          incurred by him in connection with the defense or settlement of the
          action or suit if he acted in good faith and in a manner which he
          reasonably believed to be in or not opposed to the best interests of
          the corporation. Indemnification may not be made for any claim, issue
          or matter as to which such a person has been adjudged by a court of
          competent jurisdiction, after exhaustion of all appeals therefrom, to
          be liable to the corporation or for amounts paid in settlement to the
          corporation, unless and only to the extent that the court in which the
          action or suit was brought or other court of competent jurisdiction
          determines upon application that in view of all the circumstances of
          the case, the person is fairly and reasonably entitled to indemnity
          for such expenses as the court deems proper.

          Pursuant to the Nevada Revised Statutes, to the extent that a
          director, officer, employee or agent of a corporation has been
          successful on the merits or otherwise in defense of any action, suit
          or proceeding referred to above, or in defense of any claim, issue or
          matter therein, the corporation shall indemnify him against expenses,
          including attorneys' fees, actually and reasonably incurred by him in
          connection with the defense.

          We also maintain directors' and officers' liability insurance under
          which our directors and officers are insured against certain
          liabilities which might be incurred by them in connection with the
          performance of their duties.

Item 7.   Exemption from Registration Claimed

          Not applicable.

                                      II-3
Item 8.  Exhibits

Exhibit
 Number   Exhibit

    4     Instruments Defining Rights of Security Holders. Reference is made to
          our current report on Form 8-K/A filed with the Commission on August
          2, 2001, which is incorporated herein by reference pursuant to Item
          3(b) of this Registration Statement

    5     Opinion and consent of Cantey & Hanger, L.L.P.

   23.1   Consent of Ernst & Young LLP.

   23.2   Consent of Crouch, Bierwolf & Associates

   23.3   Consent of Cantey & Hanger, L.L.P. Contained in Exhibit 5.

   24     Power of Attorney. Reference is made to page II-6 of this Registration
          Statement.

Item 9.   Undertakings

               A. We hereby undertake: (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 paragraphs is
          contained in periodic reports filed by us 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 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 offering.

               B. We hereby undertake that, for purposes of determining any
          liability under the 1933 Act, each filing of our 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.

                                      II-4
C. Insofar as indemnification for liabilities arising under the
          1933 Act may be permitted to directors, officers or controlling
          persons of ours pursuant to the indemnification provisions summarized
          in Item 6 or otherwise, we have been advised that, in the opinion of
          the SEC, 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 us of expenses incurred or paid by a director, officer or
          controlling person of ours 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,
          we will, unless in the opinion of our counsel the matter has been
          settled by controlling precedent, submit to a court of appropriate
          jurisdiction the question whether such indemnification by us is
          against public policy as expressed in the 1933 Act and will be
          governed by the final adjudication of such issue.

                                   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 Arlington, State of Texas on January 16, 2002.

                                      EMERGISOFT HOLDING, INC.

                                      By: /s/ Dan Witte
                                          ==========================
                                          Dan Witte
                                          Chief Executive Officer and President

                                      II-5
POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS:

     That the undersigned officers and directors of Emergisoft Holding, Inc., a
Nevada corporation, do hereby constitute and appoint Dan Witte and Joe S. Eppes,
and either 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 either 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 all that said
attorneys and agents, or either 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.

Name                                Title                      Date

/s/ Dan Witte                       Chief Executive Officer,   January 16, 2002
------------------------            President and Director
Dan Witte

/s/ Kenna J. Bridgmon               Vice President-Client
-----------------------             Services and Director      January 16, 2002
Kenna J. Bridgmon

/s/ Ron Hellstern                   Vice President - Medical   January 16, 2002
-----------------------             Affairs and Director
Dr. Ron Hellstern

/s/ Ann Crossman                    Controller                 January 16, 2002
-----------------------
Ann Crossman

/s/ Ash R. Huzenlaub                Director                   January 16, 2002
-----------------------
Ash R. Huzenlaub

/s/ Jason Sear                      Director                   January 16, 2002
-----------------------
Jason Sear

                                      II-6
SECURITIES AND EXCHANGE COMMISSION

                                WASHINGTON, D.C.

                                    EXHIBITS
                                       TO
                                    FORM S-8
                                     UNDER
                             SECURITIES ACT OF 1933

                            EMERGISOFT HOLDING, INC.

                                  EXHIBIT LIST

Exhibit
Number    Exhibit

   4      Instruments Defining Rights of Shareholders. Reference is made to our
          current report on Form 8-K/A filed with the Commission on August 2,
          2001, which is incorporated herein by reference pursuant to Item 3(b)
          of this Registration Statement.

   5      Opinion and consent of Cantey & Hanger, L.L.P.

  23.1    Consent of Ernst & Young LLP.

  23.2    Consent of Crouch, Bierwolf & Associates

  23.3    Consent of Cantey & Hanger, L.L.P. Contained in Exhibit 5.

  24      Power of Attorney. Reference is made to page II-6 of this Registration
          Statement.