<PAGE>


      As filed with the Securities and Exchange Commission on May 28, 1997
                                                       REGISTRATION NO. 333-
===============================================================================
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT

                                      UNDER

                           THE SECURITIES ACT OF 1933

                       4FRONT SOFTWARE INTERNATIONAL, INC.

             (Exact name of registrant as specified in its charter)

           DELAWARE                                            84-0675510
           (State or other juris-                              (I.R.S. Employer
           diction of incorporation                            Identification
           or organization)                                    Number)

                         5650 GREENWOOD PLAZA BOULEVARD
                            ENGLEWOOD, COLORADO 80111
                                  (303) 721-7341

   (Address, including zip code, of registrant's principal executive offices)

                       4FRONT SOFTWARE INTERNATIONAL, INC.
                           1996 EQUITY INCENTIVE PLAN
                            (full title of the plan)

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

                                 CRAIG KLEINMAN
                         5650 GREENWOOD PLAZA BOULEVARD
                            ENGLEWOOD, COLORADO 80111
                                 (303) 721-7341
                        (Name and address and telephone number,
                       including area code, of agent for service)

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

Copies of all communications, including all communications sent to the agent 
for service, should be sent to:

                                PAUL JACOBS, ESQ.
                           FULBRIGHT & JAWORSKI L.L.P.
                                666 FIFTH AVENUE
                            NEW YORK, NEW YORK 10103
                                 (212) 318-3000

                         CALCULATION OF REGISTRATION FEE


<TABLE>
<CAPTION>
------------------------------- ---------------------- ------------------------ ------------------------ =======================
                                                        Proposed maximum         Proposed maximum 
Title of Securities to be        Amount to be           offering price per       aggregate offering       Amount of
registered                       registered             share(1)                 price (2)                registration fee
=============================== ====================== ======================== ======================== =======================
<S>                              <C>                     <C>                      <C>                     <C>
Common Stock $.001 par 
value per share...........       400,000 shares         $4.125                   $1,650,000               $500.00
=============================== ====================== ======================== ======================== =======================
</TABLE>


(1)       Calculated by dividing the proposed maximum aggregate offering      
          price by the amount to be registered.

(2)       The price is estimated in accordance with Rule 457(h)(1) under the
          Securities Act of 1933, as amended, solely for the purpose of
          calculating the registration fee and is the product resulting from
          multiplying 400,000, the number of shares registered by this
          Registration Statement as to which options may be granted under the
          4Front Software International, Inc. 1996 Equity Incentive Plan, by
          $4.125, the average of the high and low prices of the Common Stock as
          reported by the Nasdaq National Market on May 23, 1997.

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

<PAGE>



                                     PART II

                INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.    INCORPORATION OF DOCUMENTS BY REFERENCE

           The following documents filed by 4Front Software International, 
Inc. (the "Company") are incorporated herein by reference:

           (i)     The Company's Annual Report on Form 10-K for the fiscal 
                   year ended January 31, 1997.

           (ii)    The description of the Company's Common Stock
                   contained in its Registration Statement on Form
                   8-A dated September 10, 1976, as amended on Form
                   8A/A dated May 21, 1997.

           In addition to the foregoing, all documents subsequently filed by the
Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, prior to the filing of a post-effective amendment
indicating that all of the securities offered hereunder have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be part hereof
from the date of filing of such documents. Any statement contained in a document
incorporated by reference in this Registration Statement shall be deemed to be
modified or superseded for purposes of this Registration Statement to the extent
that a statement contained herein or in any subsequently filed document that is
also incorporated by reference herein modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.

Item 4.    DESCRIPTION OF SECURITIES

           Not applicable.

Item 5.    INTERESTS OF NAMED EXPERTS AND COUNSEL

           The legality of the Common Stock offered hereby has been passed on 
for the Company by Fulbright & Jaworski L.L.P.,  666 Fifth  Avenue,  New 
York,  NY 10103.  Certain  attorneys of such firm  beneficially  own an 
aggregate of 11,700 shares of Common Stock at May 23, 1997.

Item 6.    INDEMNIFICATION OF DIRECTORS AND OFFICERS

           Section 145(a) of the General Corporation Law of the State of 
Delaware provides that a Delaware 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, suit or proceeding, whether civil, criminal, 
administrative or investigative (other than 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 is or was serving at the 
request of the corporation as a director, officer, employee or agent of 
another corporation or enterprise, against expenses, judgments, fines and 
amounts paid in settlement actually and reasonably incurred by him in 
connection with such 

                                       II-1

<PAGE>

action, suit or proceeding if he acted in good faith and 
in a manner 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 cause to believe his conduct was unlawful.

           Section  145(b)  provides  that a  Delaware  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 such person acted in any of the capacities set forth above, against 
expenses actually and reasonably incurred by him in connection with the 
defense or settlement of such action or suit if he acted under similar 
standards, except that no indemnification may be made in respect of any 
claim, issue or matter as to which such person shall have been adjudged to be 
liable to the corporation unless and only to the extent that the court in 
which such action or suit was brought shall determine that despite the 
adjudication of liability, such person is fairly and reasonably entitled to 
be indemnified for such expenses which the court shall deem proper.

           Section 145 further  provides  that to the extent a director or 
officer of a corporation  has been  successful in the defense of any action, 
suit or proceeding referred to in subsections (a) and (b) or in the defense 
of any claim, issue or matter therein, he shall be indemnified against 
expenses actually and reasonably incurred by him in connection therewith; 
that indemnification provided for by Section 145 shall not be deemed 
exclusive of any other rights to which the indemnified party may be entitled; 
and that the corporation may purchase and maintain insurance on behalf of a 
director or officer of the corporation against any liability asserted against 
him or incurred by him in any such capacity or arising out of his status as 
such whether or not the corporation would have the power to indemnify him 
against such liabilities under such Section 145.

           The Company's Certificate of Incorporation and Bylaws provide that 
the Company shall indemnify certain persons, including officers, directors, 
employees and agents, to the fullest extent permitted by Section 145 of the 
General Corporation Law of the State of Delaware. The Company has also 
entered into indemnification agreements with its current directors and 
executive officers. Reference is made to the Certificate of Incorporation and 
Bylaws filed as Exhibits hereto.

Item 7.    EXEMPTION FROM REGISTRATION CLAIMED

           Not Applicable.

Item 8.    EXHIBITS

      3(a) --    Certificate of Incorporation

      3(b) --    Bylaws

      4(a) --    4Front Software International, Inc. 1996 Equity Incentive Plan.

      4(b) --    Form of Stock Option Agreement.

      5    --    Opinion of Fulbright & Jaworski L.L.P.

                                       II-2

<PAGE>

      23(a)  --  Consent of KPMG

      23(b)  --  Consent of Fulbright & Jaworski L.L.P. (included in Exhibit 5).

      24     --  Power of Attorney (included in signature page).

Item 9.    UNDERTAKINGS

      (a)    The undersigned registrant hereby undertakes:

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

             (i)   To include any prospectus required by section 10(a)(3)
                   of the Securities Act of 1933;

            (ii)   To  reflect  in  the  prospectus  any  facts  or events
                   arising  after  the  effective  dates  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;  notwithstanding  the  foregoing, any
                   increase or decrease in volume of securities  offered (if the
                   total dollar value of securities  offered would not exceed
                   that which was  registered)  and any deviation  from the low
                   or high end of the  estimated  maximum  offering  range may
                   be reflected in the form of  prospectus  filed  with the
                   Commission  pursuant  to Rule  424(b) if, in the  aggregate,
                   the changes  in volume and price  represent  no more than a
                   20% change in the  maximum  aggregate  offering price  set
                   forth  in the  "Calculation  of  Registration  Fee"  table in
                   the  effective  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 to such information in the
                   registration statement; PROVIDED, HOWEVER, that paragraphs
                   (1)(i) and (1)(ii) do not apply if the registration statement
                   is on Form S-3 or Form S-8, and 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 15(d) of the Securities Exchange
                   Act of 1934 that are incorporated by reference in the
                   registration statement.

             (2)   That, for the purpose of determining any iability under the
                   Securities Act of 1933, 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.

                                       II-3

<PAGE>


           (b)    The undersigned registrant hereby undertakes that, for
                  purposes of determining any liability under the Securities
                  Act of 1933, each filing of the registrant's annual report
                  pursuant to Section 13(a) or Section 15(d) of the
                  Securities Exchange Act of 1934 (and, where applicable,
                  each filing of an employee benefit plan's annual report
                  pursuant to Section 15(d) of the Securities Exchange Act of
                  1934) 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.

           (h)    Insofar  as  indemnification  for  liabilities  arising  under
                  the  Securities  Act of 1933 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 of 1933  and is,  therefore, unenforceable.  In the event
                  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 of the registrant 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 of 1933 and will be governed by the final
                  adjudication of such issue.



                                       II-4

<PAGE>

                                     SIGNATURES

          Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant certifies that it has reasonable grounds to believe 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 New York, State of New York on May 23, 1997.


                                       4FRONT SOFTWARE INTERNATIONAL, INC.

                                       By:   /s/ ANIL DOSHI
                                             -----------------------------
                                                  Anil Doshi
                                             Chairman of the Board and
                                              Chief Executive Officer


                                        By:   /s/ MARK ELLIS
                                              -----------------------------
                                                  Mark Ellis
                                                  President and Chief Operating
                                                  Officer


 
                                 POWER OF ATTORNEY

          KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Anil Doshi and Mark Ellis, his true and
lawful attorneys-in-fact, each acting alone, with full power of substitution and
resubstitution for him and in his name, place and stead, in any and all
capacities to sign any and all amendments including post-effective amendments to
this registration statement, and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that said attorneys-in-fact or
their substitutes, each acting alone, may lawfully do or cause to be done by
virtue thereof.

           Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.

 SIGNATURE                            TITLE                           DATE
 ---------                            -----                           ----

/s/ Anil Doshi 
--------------------
Anil Doshi              Chairman of the Board, Chief Executive     May 23, 1997
                        Officer and Director


/s/ Mark Ellis
--------------------
Mark Ellis              President, Chief Operating Officer and     May 23, 1997
                        Director


/s/ Kenneth Newell
--------------------
Kenneth Newell          Chief Executive Officer of 4Front Group    May 23, 1997
                        and Director

                                       

<PAGE>


/s/ Stephen McDonnell
---------------------
Stephen McDonnell        Chief Financial and                       May 23, 1997
                         Accounting Officer


/s/ Craig Kleinman
---------------------
Craig Kleinman           Secretary and Director                    May 23, 1997


/s/ Arthur Keith Ross
---------------------
Arthur Keith Ross        Director                                  May 23, 1997


/s/ Brian V. Murray
---------------------
Brian V. Murray          Director                                  May 23, 1997


---------------------
Terence W. Burt          Managing Director - Services Division     May 23, 1997
                          and Director


---------------------
Joel W. Jervis           Managing Director - Products Division     May 23, 1997
                          and Director



<PAGE>



                             INDEX TO EXHIBITS

Exhibit
  NO.                          DESCRIPTION
-------                        -----------

  3(a)               Certificate of Incorporation

  3(b)               Bylaws

  4(a)               4Front Software International, Inc.
                     1996 Equity Incentive Plan

  4(b)               Form of Stock Option Agreement

  5                  Opinion of Fulbright & Jaworski L.L.P.

 23(a)               Consent of KPMG

 23(b)               Consent of Fulbright & Jaworski L.L.P. (included
                     in Exhibit 5).

 24                  Power of Attorney (see signature page).
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 20284}]
{"company-data": {"conformed-name": "4FRONT SOFTWARE INTERNATIONAL INC/CO/", "cik": "0000091649", "assigned-sic": "7373", "irs-number": "840675510", "state-of-incorporation": "CO", "fiscal-year-end": "1031"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-27905", "film-number": "97615077"}, "business-address": {"street1": "5650 GREENWOOD PLZ BLVD STE 107", "city": "ENGLEWOOD", "state": "CO", "zip": "80111", "phone": "3037217341"}, "mail-address": {"street1": "5650 GREENWOOD PLAZA BLVD", "street2": "SUITE 107", "city": "ENGLEWOOD", "state": "CO", "zip": "80111"}, "former-company": {"former-conformed-name": "SOLARCELL CORP", "date-changed": "19920703"}}
As filed with the Securities and Exchange Commission on May 28, 1997
                                                       REGISTRATION NO. 333-
===============================================================================
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT

                                      UNDER

                           THE SECURITIES ACT OF 1933

                       4FRONT SOFTWARE INTERNATIONAL, INC.

             (Exact name of registrant as specified in its charter)

           DELAWARE                                            84-0675510
           (State or other juris-                              (I.R.S. Employer
           diction of incorporation                            Identification
           or organization)                                    Number)

                         5650 GREENWOOD PLAZA BOULEVARD
                            ENGLEWOOD, COLORADO 80111
                                  (303) 721-7341

   (Address, including zip code, of registrant's principal executive offices)

                       4FRONT SOFTWARE INTERNATIONAL, INC.
                           1996 EQUITY INCENTIVE PLAN
                            (full title of the plan)

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

                                 CRAIG KLEINMAN
                         5650 GREENWOOD PLAZA BOULEVARD
                            ENGLEWOOD, COLORADO 80111
                                 (303) 721-7341
                        (Name and address and telephone number,
                       including area code, of agent for service)

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

Copies of all communications, including all communications sent to the agent 
for service, should be sent to:

                                PAUL JACOBS, ESQ.
                           FULBRIGHT & JAWORSKI L.L.P.
                                666 FIFTH AVENUE
                            NEW YORK, NEW YORK 10103
                                 (212) 318-3000

                         CALCULATION OF REGISTRATION FEE
------------------------------- ---------------------- ------------------------ ------------------------ =======================
                                                        Proposed maximum         Proposed maximum 
Title of Securities to be        Amount to be           offering price per       aggregate offering       Amount of
registered                       registered             share(1)                 price (2)                registration fee
=============================== ====================== ======================== ======================== =======================
Common Stock $.001 par 
value per share...........       400,000 shares         $4.125                   $1,650,000               $500.00
=============================== ====================== ======================== ======================== =======================
(1)       Calculated by dividing the proposed maximum aggregate offering      
          price by the amount to be registered.

(2)       The price is estimated in accordance with Rule 457(h)(1) under the
          Securities Act of 1933, as amended, solely for the purpose of
          calculating the registration fee and is the product resulting from
          multiplying 400,000, the number of shares registered by this
          Registration Statement as to which options may be granted under the
          4Front Software International, Inc. 1996 Equity Incentive Plan, by
          $4.125, the average of the high and low prices of the Common Stock as
          reported by the Nasdaq National Market on May 23, 1997.

===============================================================================
PART II

                INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.    INCORPORATION OF DOCUMENTS BY REFERENCE

           The following documents filed by 4Front Software International, 
Inc. (the "Company") are incorporated herein by reference:

           (i)     The Company's Annual Report on Form 10-K for the fiscal 
                   year ended January 31, 1997.

           (ii)    The description of the Company's Common Stock
                   contained in its Registration Statement on Form
                   8-A dated September 10, 1976, as amended on Form
                   8A/A dated May 21, 1997.

           In addition to the foregoing, all documents subsequently filed by the
Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, prior to the filing of a post-effective amendment
indicating that all of the securities offered hereunder have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be part hereof
from the date of filing of such documents. Any statement contained in a document
incorporated by reference in this Registration Statement shall be deemed to be
modified or superseded for purposes of this Registration Statement to the extent
that a statement contained herein or in any subsequently filed document that is
also incorporated by reference herein modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.

Item 4.    DESCRIPTION OF SECURITIES

           Not applicable.

Item 5.    INTERESTS OF NAMED EXPERTS AND COUNSEL

           The legality of the Common Stock offered hereby has been passed on 
for the Company by Fulbright & Jaworski L.L.P.,  666 Fifth  Avenue,  New 
York,  NY 10103.  Certain  attorneys of such firm  beneficially  own an 
aggregate of 11,700 shares of Common Stock at May 23, 1997.

Item 6.    INDEMNIFICATION OF DIRECTORS AND OFFICERS

           Section 145(a) of the General Corporation Law of the State of 
Delaware provides that a Delaware 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, suit or proceeding, whether civil, criminal, 
administrative or investigative (other than 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 is or was serving at the 
request of the corporation as a director, officer, employee or agent of 
another corporation or enterprise, against expenses, judgments, fines and 
amounts paid in settlement actually and reasonably incurred by him in 
connection with such 

                                       II-1
action, suit or proceeding if he acted in good faith and 
in a manner 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 cause to believe his conduct was unlawful.

           Section  145(b)  provides  that a  Delaware  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 such person acted in any of the capacities set forth above, against 
expenses actually and reasonably incurred by him in connection with the 
defense or settlement of such action or suit if he acted under similar 
standards, except that no indemnification may be made in respect of any 
claim, issue or matter as to which such person shall have been adjudged to be 
liable to the corporation unless and only to the extent that the court in 
which such action or suit was brought shall determine that despite the 
adjudication of liability, such person is fairly and reasonably entitled to 
be indemnified for such expenses which the court shall deem proper.

           Section 145 further  provides  that to the extent a director or 
officer of a corporation  has been  successful in the defense of any action, 
suit or proceeding referred to in subsections (a) and (b) or in the defense 
of any claim, issue or matter therein, he shall be indemnified against 
expenses actually and reasonably incurred by him in connection therewith; 
that indemnification provided for by Section 145 shall not be deemed 
exclusive of any other rights to which the indemnified party may be entitled; 
and that the corporation may purchase and maintain insurance on behalf of a 
director or officer of the corporation against any liability asserted against 
him or incurred by him in any such capacity or arising out of his status as 
such whether or not the corporation would have the power to indemnify him 
against such liabilities under such Section 145.

           The Company's Certificate of Incorporation and Bylaws provide that 
the Company shall indemnify certain persons, including officers, directors, 
employees and agents, to the fullest extent permitted by Section 145 of the 
General Corporation Law of the State of Delaware. The Company has also 
entered into indemnification agreements with its current directors and 
executive officers. Reference is made to the Certificate of Incorporation and 
Bylaws filed as Exhibits hereto.

Item 7.    EXEMPTION FROM REGISTRATION CLAIMED

           Not Applicable.

Item 8.    EXHIBITS

      3(a) --    Certificate of Incorporation

      3(b) --    Bylaws

      4(a) --    4Front Software International, Inc. 1996 Equity Incentive Plan.

      4(b) --    Form of Stock Option Agreement.

      5    --    Opinion of Fulbright & Jaworski L.L.P.

                                       II-2
23(a)  --  Consent of KPMG

      23(b)  --  Consent of Fulbright & Jaworski L.L.P. (included in Exhibit 5).

      24     --  Power of Attorney (included in signature page).

Item 9.    UNDERTAKINGS

      (a)    The undersigned registrant hereby undertakes:

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

             (i)   To include any prospectus required by section 10(a)(3)
                   of the Securities Act of 1933;

            (ii)   To  reflect  in  the  prospectus  any  facts  or events
                   arising  after  the  effective  dates  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;  notwithstanding  the  foregoing, any
                   increase or decrease in volume of securities  offered (if the
                   total dollar value of securities  offered would not exceed
                   that which was  registered)  and any deviation  from the low
                   or high end of the  estimated  maximum  offering  range may
                   be reflected in the form of  prospectus  filed  with the
                   Commission  pursuant  to Rule  424(b) if, in the  aggregate,
                   the changes  in volume and price  represent  no more than a
                   20% change in the  maximum  aggregate  offering price  set
                   forth  in the  "Calculation  of  Registration  Fee"  table in
                   the  effective  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 to such information in the
                   registration statement; PROVIDED, HOWEVER, that paragraphs
                   (1)(i) and (1)(ii) do not apply if the registration statement
                   is on Form S-3 or Form S-8, and 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 15(d) of the Securities Exchange
                   Act of 1934 that are incorporated by reference in the
                   registration statement.

             (2)   That, for the purpose of determining any iability under the
                   Securities Act of 1933, 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.

                                       II-3
(b)    The undersigned registrant hereby undertakes that, for
                  purposes of determining any liability under the Securities
                  Act of 1933, each filing of the registrant's annual report
                  pursuant to Section 13(a) or Section 15(d) of the
                  Securities Exchange Act of 1934 (and, where applicable,
                  each filing of an employee benefit plan's annual report
                  pursuant to Section 15(d) of the Securities Exchange Act of
                  1934) 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.

           (h)    Insofar  as  indemnification  for  liabilities  arising  under
                  the  Securities  Act of 1933 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 of 1933  and is,  therefore, unenforceable.  In the event
                  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 of the registrant 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 of 1933 and will be governed by the final
                  adjudication of such issue.

                                       II-4
SIGNATURES

          Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant certifies that it has reasonable grounds to believe 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 New York, State of New York on May 23, 1997.

                                       4FRONT SOFTWARE INTERNATIONAL, INC.

                                       By:   /s/ ANIL DOSHI
                                             -----------------------------
                                                  Anil Doshi
                                             Chairman of the Board and
                                              Chief Executive Officer

                                        By:   /s/ MARK ELLIS
                                              -----------------------------
                                                  Mark Ellis
                                                  President and Chief Operating
                                                  Officer

 
                                 POWER OF ATTORNEY

          KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Anil Doshi and Mark Ellis, his true and
lawful attorneys-in-fact, each acting alone, with full power of substitution and
resubstitution for him and in his name, place and stead, in any and all
capacities to sign any and all amendments including post-effective amendments to
this registration statement, and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that said attorneys-in-fact or
their substitutes, each acting alone, may lawfully do or cause to be done by
virtue thereof.

           Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.

 SIGNATURE                            TITLE                           DATE
 ---------                            -----                           ----

/s/ Anil Doshi 
--------------------
Anil Doshi              Chairman of the Board, Chief Executive     May 23, 1997
                        Officer and Director

/s/ Mark Ellis
--------------------
Mark Ellis              President, Chief Operating Officer and     May 23, 1997
                        Director

/s/ Kenneth Newell
--------------------
Kenneth Newell          Chief Executive Officer of 4Front Group    May 23, 1997
                        and Director
/s/ Stephen McDonnell
---------------------
Stephen McDonnell        Chief Financial and                       May 23, 1997
                         Accounting Officer

/s/ Craig Kleinman
---------------------
Craig Kleinman           Secretary and Director                    May 23, 1997

/s/ Arthur Keith Ross
---------------------
Arthur Keith Ross        Director                                  May 23, 1997

/s/ Brian V. Murray
---------------------
Brian V. Murray          Director                                  May 23, 1997

---------------------
Terence W. Burt          Managing Director - Services Division     May 23, 1997
                          and Director

---------------------
Joel W. Jervis           Managing Director - Products Division     May 23, 1997
                          and Director
INDEX TO EXHIBITS

Exhibit
  NO.                          DESCRIPTION
-------                        -----------

  3(a)               Certificate of Incorporation

  3(b)               Bylaws

  4(a)               4Front Software International, Inc.
                     1996 Equity Incentive Plan

  4(b)               Form of Stock Option Agreement

  5                  Opinion of Fulbright & Jaworski L.L.P.

 23(a)               Consent of KPMG

 23(b)               Consent of Fulbright & Jaworski L.L.P. (included
                     in Exhibit 5).

 24                  Power of Attorney (see signature page).