8-K

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                    FORM 8-K

                             CURRENT REPORT PURSUANT
                          TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


Date of report (Date of earliest event reported):    October 1, 2004
                                                 -------------------------------


                              Majesco Holdings Inc.
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             (Exact Name of Registrant as Specified in Its Charter)


                                    Delaware
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                 (State or Other Jurisdiction of Incorporation)


                  333-70663                                06-1529524
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         (Commission File Number)             (IRS Employer Identification No.)


160 Raritan Center Parkway, Edison, New Jersey                08837
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  (Address of Principal Executive Offices)                  (Zip Code)


                                 (732) 225-8910
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              (Registrant's Telephone Number, Including Area Code)



- --------------------------------------------------------------------------------
          (Former Name or Former Address, if Changed Since Last Report)

     Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

     |_| Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)

     |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)

     |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
     Exchange Act (17 CFR 240.14d-2(b))

     |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))


ITEM 3.02 - UNREGISTERED SALES OF EQUITY SECURITIES

         On October 1, 2004, we issued to the purchasers of our units consisting
of 7% convertible preferred stock and warrants sold in our February 2004 private
placement, warrants to purchase an aggregate of 2,500,000 shares of common
stock, exercisable at $3.00 per share and expiring on September 15, 2007. The
consideration for the issuance of the warrants was a waiver and deferral of
certain penalties owed to such purchasers and an agreement by such purchasers to
"lock-up", both as described in Item 8.01 below. The warrants are callable if
(i) the price of our common stock is at least $5.00 per share for 60 consecutive
days, (ii) the average daily trading volume for such 60-day period is at least
75,000 shares, and (iii) the sale of the underlying common stock is registered
for resale. We agreed to file a registration statement as to such shares by
January 31, 2005, subject to extension under certain circumstances. Such
purchasers also received certain piggyback registration rights. We also agreed
that we would not call the warrants included in the units issued in February
2004 at least until the lock-up expires.

     In addition, on October 1, 2004, in return for a similar lock-up from
holders of an aggregate of 9,578,441 shares of common stock, and a holder of
1,840,000 shares underlying warrants and convertible securities, we issued to
such holders warrants and registration rights as to the shares underlying such
warrants identical to those issued to the unit purchasers. Such warrants are
exercisable for an aggregate of 1,141,844 shares of common stock.

         The issuances described above were made in reliance upon an exemption
from the Securities Act of 1933 set forth in Section 4(2) relating to issuances
not involving any public offering.

ITEM 5.02 - DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS

         On October 5, 2004, we appointed Patrick Flaherty as our Executive Vice
President Sales and Marketing, effective as of October 5, 2004.

         From January 2001 to August 2004, Mr. Flaherty was an active Principal
of the Westerham Group LLC, a management and consulting firm. From 1999 to 2001,
Mr. Flaherty was employed by Reebok International Ltd., a sports footwear and
apparel company. Prior to that, he was Senior Vice President - U.S. Marketing of
Sony Electronics. Prior to his employment with Sony Electronics, Mr. Flaherty
served as Vice President - Asia Pacific Region for Polaroid Corporation. Mr.
Flaherty spent the first five years of his career in a variety of sales and
marketing positions at Gillette and Johnson&Johnson. Mr. Flaherty holds a B.S.
from Northeastern University and an MBA from Babson College. Mr. Flaherty is 55
years old.

         We entered into an employment agreement with Mr. Flaherty that provides
for an annual base salary of $200,000. He is also eligible to receive a
discretionary bonus of up to 50% of his base salary for the period from the
effective date of the agreement through the close of our fiscal year, if so
determined by the compensation committee of our board of directors, in
accordance with the terms of the agreement. In addition, Mr. Flaherty was
granted, pursuant to our 2004 Employee, Director and Consultant Stock Plan,
options to purchase a total of 500,000 shares of our common stock, which options
have various vesting schedules, and expire ten (10) years from the grant date.
If we terminate Mr. Flaherty's employment without cause (as defined in the
agreement) or the agreement is terminated by Mr. Flaherty for good reason (as
defined in the agreement), Mr. Flaherty will be eligible to receive severance
benefits including, among other benefits and severance payments, continued
payment of his then base salary for a period of 12 months, and an annual bonus
(provided an annual bonus would otherwise have been awarded). The agreement
contains customary confidentiality, non-competition/non-solicitation, and
indemnification terms and is terminable at-will by either party.

ITEM 5.03 - AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL
YEAR

         In connection with the consent granted by the holders of our units sold
in our February 2004 private placement, as described in Item 8.01 below, on
October 6, 2004, by unanimous written consent of our board of directors, we
amended Section 3.2 of our Second Amended and Restated Bylaws to increase the
maximum number of directors that may serve on our board from seven to nine. The
first sentence of Section 3.2 was amended to read as follows: "The number of
directors constituting the Board of Directors shall be fixed from time to time
by the Board of Directors or by the stockholders, but shall not be less than one
nor more than nine."

ITEM 8.01 - OTHER EVENTS

         The purchasers of our units consisting of 7% convertible preferred
stock and warrants sold in our February 2004 private placement have entered into
agreements with us pursuant to which such purchasers have agreed to waive any
penalties associated with our resale registration statement not having been
declared effective by September 24, 2004. We have agreed with such purchasers
that if such registration statement is not effective by October 30, 2004, we
will pay to such purchasers a penalty equal to 1.5% of their original investment
(approximately $375,000) and will pay an additional 1.5% for each additional
30-day period thereafter until the registration statement becomes effective.

                                      -2-


         Such purchasers also agreed not to dispose of the securities comprising
the units or the underlying common stock until December 15, 2004, subject to
extension under certain circumstances. The purchasers have also consented to an
increase in the size of our Board of Directors from seven to nine members.

         We have also entered into similar lock-up agreements with the holders
of an aggregate of approximately 9,578,441 shares of our common stock, and a
holder of 1,840,000 shares underlying warrants and convertible securities.

         In return for the waiver and deferral of penalties and the lock-ups, we
issued to the above-described holders the securities described in Item 3.02
above.

ITEM 9.01 - FINANCIAL STATEMENTS AND EXHIBITS

(c) EXHIBITS

         The following is exhibit is filed as part of this Current Report on
Form 8-K:

         3.01     Bylaw Amendment.

         4.01     Form of Warrant to Purchase Shares of Common Stock.

        10.01     Employment Agreement dated October 5, 2004 by and between
                  Majesco Sales Inc., Majesco Holdings Inc. and Patrick
                  Flaherty.

                                      -3-




                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


                                                  Majesco Holdings Inc.
                                                  (Registrant)




Date: October 7, 2004                             By:  /s/ Carl J. Yankowski
                                                       -------------------------
                                                       Carl J. Yankowski
                                                       Chief Executive Officer










                                      -4-

EX-3.01

                                                                    EXHIBIT 3.01

                                  AMENDMENT TO
                       SECOND AMENDED AND RESTATED BYLAWS
                                       OF
                              MAJESCO HOLDINGS INC.

     The Second Amended and Restated Bylaws of Majesco Holdings Inc., a Delaware
corporation, are hereby amended as follows:

The first sentence of Section 3.2 of the Second Amended and Restated Bylaws is
hereby amended to read as follows:

     "The number of directors constituting the Board of Directors shall be fixed
from time to time by the Board of Directors or by the stockholders, but shall
not be less than one nor more than nine."

The foregoing is certified as an amendment to the Second Amended and Restated
Bylaws of Majesco Holdings Inc. as adopted by unanimous consent of the Board of
Directors on October 6, 2004.


By:  /s/ Jesse Sutton
     ----------------
     Jesse Sutton
     President

EX-4.01

                                                                    EXHIBIT 4.01

THIS WARRANT AND THE SHARES OF CAPITAL STOCK ISSUED UPON ANY EXERCISE HEREOF
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT"), OR ANY APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD
OR OTHERWISE TRANSFERRED BY ANY PERSON, INCLUDING A PLEDGEE, UNLESS (1) EITHER
(A) A REGISTRATION WITH RESPECT TO THERETO SHALL BE EFFECTIVE UNDER THE
SECURITIES ACT, OR (B) THE COMPANY SHALL HAVE RECEIVED AN OPINION OF COUNSEL
SATISFACTORY TO THE COMPANY THAT AN EXEMPTION FROM REGISTRATION UNDER THE
SECURITIES ACT IS AVAILABLE, AND (2) THERE SHALL HAVE BEEN COMPLIANCE WITH ALL
APPLICABLE STATE SECURITIES OR "BLUE SKY" LAWS.

No. __________                                                 For the Purchase
                                                           of __________ shares
                                                                of Common Stock


                            WARRANT TO PURCHASE STOCK

                                       OF

                              MAJESCO HOLDINGS INC.

                            (A DELAWARE CORPORATION)


         MAJESCO HOLDINGS INC., a Delaware corporation (the "COMPANY"), for
value received, hereby certifies that ______________________________ (the
"HOLDER"), is entitled, subject to the terms set forth below, to purchase from
the Company, at any time or from time to time at or before the earlier of 5:00
p.m. New York City time on September 15, 2007 (the "EXPIRATION DATE") and the
termination of this Warrant as provided in Section 8 hereof, __________ shares
of Common Stock, par value $0.001 per share, of the Company (the "COMMON
STOCK"), at a purchase price per share equal to three dollars ($3.00) per share
(the "BASE PRICE"), as adjusted upon the occurrence of certain events as set
forth in Section 3 of this Warrant. The shares of stock issuable upon exercise
of this Warrant, and the purchase price per share, are hereinafter referred to
as the "Warrant Stock" and the "Purchase Price," respectively.

         1. Exercise.

                  1.1 Manner of Exercise; Payment in Cash. This Warrant may be
         exercised by the Holder, in whole or in part, by surrendering this
         Warrant, with the purchase form appended hereto as Exhibit A duly
         executed by the Holder, at the principal office of the Company, or at
         such other place as the Company may designate, accompanied by payment
         in full of the Purchase Price payable in respect of the number of
         shares of Warrant Stock purchased upon such exercise. Payment of the
         Purchase Price shall be in cash or by certified or official bank check
         payable to the order of the Company.


                                      -5-


                  1.2 Effectiveness. Each exercise of this Warrant shall be
         deemed to have been effected immediately prior to the close of business
         on the day on which this Warrant shall have been surrendered to the
         Company as provided in Section 1.1 above. At such time, the person or
         persons in whose name or names any certificates for Warrant Stock shall
         be issuable upon such exercise as provided in Section 1.3 below shall
         be deemed to have become the holder or holders of record of the Warrant
         Stock represented by such certificates.

                  1.3. Delivery of Certificates. As soon as practicable after
         the exercise of this Warrant in full or in part, and in any event
         within ten (10) business days thereafter, the Company at its sole
         expense will cause to be issued in the name of, and delivered to, the
         Holder, or, subject to the terms and conditions hereof, as such Holder
         (upon payment by such Holder of any applicable transfer taxes) may
         direct:

                           (a) A certificate or certificates for the number of
                  full shares of Warrant Stock to which such Holder shall be
                  entitled upon such exercise plus, in lieu of any fractional
                  share to which such Holder would otherwise be entitled, cash
                  in an amount determined pursuant to Section 2 hereof, and

                           (b) In case such exercise is in part only, a new
                  warrant or warrants (dated the date hereof) of like tenor,
                  calling in the aggregate on the face or faces thereof for the
                  number of shares of Warrant Stock (without giving effect to
                  any adjustment therein) equal to the number of such shares
                  called for on the face of this Warrant minus the number of
                  such shares purchased by the Holder upon such exercise as
                  provided in Section 1.1 above.

                  1.4 Right to Convert Warrant into Stock: Net Issuance.

                  (a) Right to Convert. Subject to Section 8, in addition to and
         without limiting the rights of the holder under the terms of this
         Warrant, the holder shall have the right to convert this Warrant or any
         portion thereof (the "Conversion Right") into shares of Common Stock as
         provided in this Section 1.4 at any time or from time to time during
         the term of this Warrant. Notwithstanding anything contained in this
         Warrant to the contrary, only in the event a registration statement
         under the Securities Act providing for the resale of the Warrant Stock
         is not then in effect, in lieu of exercising this Warrant by payment of
         cash, the holder may exercise this Warrant by a cashless exercise in
         accordance with the provisions of this Section 1.4. Upon exercise of
         the Conversion Right with respect to a particular number of shares
         subject to this Warrant (the "Converted Warrant Shares"), the Company
         shall deliver to the holder (without payment by the holder of any
         Purchase Price or any cash or other consideration) that number of
         shares of fully paid and nonassessable Common Stock equal to the
         quotient obtained by dividing (X) the value of this Warrant (or the
         specified portion hereof) on the Conversion Date (as defined in
         subsection (b) hereof), which value shall be determined by subtracting
         (A) the aggregate Purchase Price of the Converted Warrant Shares
         immediately prior to the exercise of the Conversion Right from (B) the
         aggregate fair market value of the Converted Warrant Shares issuable
         upon exercise of this Warrant (or the specified


                                      -6-



         portion hereof) on the Conversion Date (as herein defined) by (Y) the
         fair market value of one share of Common Stock on the Conversion Date
         (as herein defined).

         Expressed as a formula, such conversion shall be computed as follows:

         X   =    B-A
                  ---
                   Y

         where:         X = the number of shares of Common Stock that may be
                            issued to holder

                  Y = the fair market value (FMV) of one share of Common Stock

                  A = the aggregate Warrant Price (Converted Warrant Shares x
                  Purchase Price)

                  B = the aggregate FMV (i.e., FMV x Converted Warrant Shares)

         No fractional shares shall be issuable upon exercise of the Conversion
         Right, and, if the number of shares to be issued determined in
         accordance with the foregoing formula is other than a whole number, the
         Company shall pay to the holder an amount in cash equal to the fair
         market value of the resulting fractional share of the Conversation Date
         (as herein defined).

                  (b) Method of Exercise. The Conversion Right may be exercised
         by the holder by the surrender of this Warrant at the principal office
         of the Company together with the Subscription Form in the form attached
         hereto duly completed and executed and indicating the number of shares
         subject to this Warrant which are being surrendered (referred to in
         Section 1.4(a) hereof as the Converted Warrant Shares) in exercise of
         the Conversion Right. Such conversion shall be effective upon receipt
         by the Company of this Warrant together with the aforesaid written
         statement, or on such later date as is specified therein (the
         "Conversion Date"), and, at the election of the holder hereof, may be
         made contingent upon the occurrence of any of the events specified in
         Section 8. Certificates for the shares issuable upon exercise of the
         Conversion Right and, if applicable, a new Warrant evidencing the
         balance of the shares remaining subject to this Warrant, shall be
         issued as of the Conversion Date and shall be delivered to the holder
         within thirty (30) days following the Conversion Date.

                  (c) Determination of Fair Market Value. For purposes of this
         Section 1.4(c), "fair market value" of a share of Common Stock as of a
         particular date (the "Determination Date") shall mean:

                  (i) If the Conversion Right is exercised in connection with
         and contingent upon a public offering, and if the Company's
         Registration Statement relating to such public offering ("Registration
         Statement") has been declared effective by the SEC, then the initial
         "Price to Public" specified in the final prospectus with respect to
         such offering.

                                      -7-



                  (ii) If the Conversion Right is not exercised in connection
         with and contingent upon a public offering, then as follows:

                  (1)      If traded on a securities exchange, the fair market
                           value of the Common Stock shall be deemed to be the
                           average of the closing prices of the Common Stock on
                           such exchange over the five-day period ending one
                           business day prior to the Determination Date or, if
                           less, such number of days as the Common Stock has
                           been traded on such exchange;

                  (2)      If traded over-the-counter, the fair market value of
                           the Common Stock shall be deemed to be the average of
                           the closing bid prices of the Common Stock over the
                           five-day period ending one business day prior to the
                           Determination Date or, if less, such number of days
                           as the Common Stock has been traded over-the-counter;
                           and

                  (3)      If there is no public market for the Common Stock,
                           then fair market value shall be determined in good
                           faith by the Board of Directors of the Company.

         2. Fractional Shares. The Company shall not be required upon the
exercise of this Warrant to issue any fractional shares, but shall make an
adjustment therefor in cash on the basis of the fair market value of the Warrant
Stock reasonably determined by the Board of Directors of the Company.

         3. Certain Adjustments.

                  3.1 Changes in Common Stock. If the Company shall (i) combine
         the outstanding shares of Common Stock into a lesser number of shares,
         (ii) subdivide the outstanding shares of Common Stock into a greater
         number of shares, or (iii) issue additional shares of Common Stock as a
         dividend or other distribution with respect to the Common Stock, the
         number of shares of Warrant Stock shall be equal to the number of
         shares which the Holder would have been entitled to receive after the
         happening of any of the events described above if such shares had been
         issued immediately prior to the happening of such event, such
         adjustment to become effective concurrently with the effectiveness of
         such event. The Purchase Price in effect immediately prior to any such
         combination of Common Stock shall, upon the effectiveness of such
         combination, be proportionately increased. The Purchase Price in effect
         immediately prior to any such subdivision of Common Stock or at the
         record date of such dividend shall upon the effectiveness of such
         subdivision or immediately after the record date of such dividend be
         proportionately reduced.

                  3.2 Reorganizations and Reclassifications. If there shall
         occur any capital reorganization or reclassification of the Common
         Stock (other than a change in par value or a subdivision or combination
         as provided for in Section 3.1), then, as part of any such
         reorganization or reclassification, lawful provision shall be made so
         that the Holder shall have the right thereafter to receive upon the
         exercise hereof the kind and amount of shares of


                                      -8-


         stock or other securities or property which such Holder would have been
         entitled to receive if, immediately prior to any such reorganization or
         reclassification, such Holder had held the number of shares of Common
         Stock which were then purchasable upon the exercise of this Warrant. In
         any such case, appropriate adjustment (as reasonably determined by the
         Board of Directors of the Company) shall be made in the application of
         the provisions set forth herein with respect to the rights and
         interests thereafter of the Holder such that the provisions set forth
         in this Section 3 (including provisions with respect to adjustment of
         the Purchase Price) shall thereafter be applicable, as nearly as is
         reasonably practicable, in relation to any shares of stock or other
         securities or property thereafter deliverable upon the exercise of this
         Warrant.

                  3.3 Merger, Consolidation or Sale of Assets. Subject to the
         provisions of Section 8, if there shall be a merger or consolidation of
         the Company with or into another corporation (other than a merger or
         reorganization involving only a change in the state of incorporation of
         the Company or the acquisition by the Company of other businesses where
         the Company survives as a going concern), or the sale of all or
         substantially all of the Company's capital stock or assets to any other
         person, then as a part of such transaction, provision shall be made so
         that the Holder shall thereafter be entitled to receive the number of
         shares of stock or other securities or property of the Company, or of
         the successor corporation resulting from the merger, consolidation or
         sale, to which the Holder would have been entitled if the Holder had
         exercised its rights pursuant to the Warrant immediately prior thereto.
         In any such case, appropriate adjustment shall be made in the
         application of the provisions of this Section 3 to the end that the
         provisions of this Section 3 shall be applicable after that event in as
         nearly equivalent a manner as may be practicable.

                  3.4 Certificate of Adjustment. When any adjustment is required
         to be made in the Purchase Price, the Company shall promptly mail to
         the Holder a certificate setting forth the Purchase Price after such
         adjustment and setting forth a brief statement of the facts requiring
         such adjustment. Delivery of such certificate shall be deemed to be a
         final and binding determination with respect to such adjustment unless
         challenged by the Holder within ten (10) days of receipt thereof. Such
         certificate shall also set forth the kind and amount of stock or other
         securities or property into which this Warrant shall be exercisable
         following the occurrence of any of the events specified in this Section
         3.


                                      -9-



         4. Compliance with Securities Act.

                  4.1 Unregistered Securities. The Holder acknowledges that this
         Warrant and the Warrant Stock have not been registered under the
         Securities Act of 1933, as amended, and the rules and regulations
         thereunder, or any successor legislation (the "SECURITIES ACT"), and
         agrees not to sell, pledge, distribute, offer for sale, transfer or
         otherwise dispose of this Warrant or any Warrant Stock in the absence
         of (i) an effective registration statement under the Securities Act
         covering this Warrant or such Warrant Stock and registration or
         qualification of this Warrant or such Warrant Stock under any
         applicable "blue sky" or state securities law then in effect, or (ii)
         an opinion of counsel, satisfactory to the Company, that such
         registration and qualification are not required. The Company may delay
         issuance of the Warrant Stock until completion of any action or
         obtaining of any consent, which the Company deems necessary under any
         applicable law (including without limitation state securities or "blue
         sky" laws).

                  4.2 Investment Letter. Without limiting the generality of
         Section 4.1, unless the offer and sale of any shares of Warrant Stock
         shall have been effectively registered under the Securities Act, the
         Company shall be under no obligation to issue the Warrant Stock unless
         and until the Holder shall have executed an investment letter in form
         and substance satisfactory to the Company, including a warranty at the
         time of such exercise that the Holder is acquiring such shares for its
         own account, for investment and not with a view to, or for sale in
         connection with, the distribution of any such shares.

                  4.3 Legend. Certificates delivered to the Holder pursuant to
         Section 1.3 shall bear the following legend or a legend in
         substantially similar form:

                  "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN TAKEN
                  FOR INVESTMENT AND THEY MAY NOT BE SOLD OR OTHERWISE
                  TRANSFERRED BY ANY PERSON, INCLUDING A PLEDGEE, IN THE ABSENCE
                  OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SHARES UNDER
                  THE SECURITIES ACT OF 1933, AS AMENDED, OR AN OPINION OF
                  COUNSEL, SATISFACTORY TO THE COMPANY, THAT AN EXEMPTION FROM
                  REGISTRATION IS THEN AVAILABLE."

         5. Reservation of Stock. The Company will at all times reserve and keep
available, solely for issuance and delivery upon the exercise of this Warrant,
such shares of Warrant Stock and other stock, securities and property, as from
time to time shall be issuable upon the exercise of this Warrant. The Company
covenants that all shares of Warrant Stock so issuable will, when issued, be
duly and validly issued and fully paid and nonassessable.

         6. Call. Notwithstanding anything herein to the contrary, the Company,
at its option, may call up to one hundred percent (100%) of this Warrant by
providing the Holder of this Warrant written notice pursuant to Section 11 (the
"Call Notice") if at any time following the date hereof, the closing price or
last reported sale (the "Closing Price") of the Common Stock on the stock
exchange or quotation system on which the Common Stock is then traded or quoted
is equal to or greater than $5.00 per share for a 60 consecutive calendar day
period, provided that


                                      -10-


during such 60 consecutive calendar day period, the average daily trading volume
is equal to or greater than 75,000 shares (the "Market Condition"), and provided
further that the call option pursuant to this Section 6 shall be conditioned
upon there being in effect, on the date of satisfaction of the Market Condition
or at any time thereafter, a valid registration statement on Form S-1 or Form
S-3 promulgated under the Securities Act or any successor or equivalent forms
thereto (the "Registration Statement") covering the resale of the Warrant Stock
(it being understood that this Warrant will be subject to the call option
pursuant to this Section 6 on the date that the Registration Statement becomes
effective if the Market Condition has been previously satisfied, whether or not
the Market Condition is satisfied on such date, so long as the Closing Price on
such date is equal to or greater than $3.00). The Call Notice shall specify (i)
whether all or a portion of the warrants are being called and, if a portion,
shall specify the number of warrants called, (ii) the date on which the warrants
so called shall expire (the "Early Termination Date") and (iii) the price to be
paid for warrants which expire unexercised on the Early Termination Date. The
rights and privileges granted pursuant to this Warrant with respect to the
shares of Warrant Stock subject to the Call Notice (the "Called Warrant Shares")
shall expire on the Early Termination Date if this Warrant is not exercised with
respect to such Called Warrant Shares prior to such Early Termination Date. In
the event this Warrant is not exercised with respect to the Called Warrant
Shares, the Company shall remit to the Holder of this Warrant (i) $.001 per
Called Warrant Share and (ii) a new Warrant representing the number of shares of
Warrant Stock, if any, which shall not have been subject to the Call Notice upon
the Holder tendering to the Company the applicable Warrant certificate.

         7. Replacement of Warrants. Upon receipt of evidence reasonably
satisfactory to the Company of the loss, theft, destruction or mutilation of
this Warrant and (in the case of loss, theft or destruction) upon delivery of an
indemnity agreement (with surety if reasonably required) in an amount reasonably
satisfactory to the Company, or (in the case of mutilation) upon surrender and
cancellation of this Warrant, the Company will issue, in lieu thereof, a new
Warrant of like tenor.


         8. Termination Upon Certain Events. If there shall be a merger or
consolidation of the Company with or into another corporation (other than a
merger or reorganization involving only a change in the state of incorporation
of the Company or the acquisition by the Company of other businesses where the
Company survives as a going concern), or the sale of all or substantially all of
the Company's capital stock or assets to any other person, or the liquidation or
dissolution of the Company, then as a part of such transaction, at the Company's
option, either:

                  (a) provision shall be made so that the Holder shall
         thereafter be entitled to receive the number of shares of stock or
         other securities or property of the Company, or of the successor
         corporation resulting from the merger, consolidation or sale, to which
         the Holder would have been entitled if the Holder had exercised its
         rights pursuant to the Warrant immediately prior thereto (and, in such
         case, appropriate adjustment shall be made in the application of the
         provisions of this Section 8(a) to the end that the provisions of this
         Section 3 shall be applicable after that event in as nearly equivalent
         a manner as may be practicable); or

                  (b) this Warrant shall terminate on the effective date of such
         merger, consolidation or sale (the "TERMINATION DATE") and become null
         and void, provided that if


                                      -11-


         this Warrant shall not have otherwise terminated or expired, (1) the
         Company shall have given the Holder written notice of such Termination
         Date at least ten (10) business days prior to the occurrence thereof
         and (2) the Holder shall have the right until 5:00 p.m., Eastern
         Standard Time, on the day immediately prior to the Termination Date to
         exercise its rights hereunder to the extent not previously exercised.

         9. Transferability. Without the prior written consent of the Company,
the Warrant shall not be assigned, pledged or hypothecated in any way (whether
by operation of law or otherwise) and shall not be subject to execution,
attachment or similar process. Any attempted transfer, assignment, pledge,
hypothecation or other disposition of the Warrant or of any rights granted
hereunder contrary to the provisions of this Section 9, or the levy of any
attachment or similar process upon the Warrant or such rights, shall be null and
void.

         10. No Rights as Stockholder. Until the exercise of this Warrant, the
Holder shall not have or exercise any rights by virtue hereof as a stockholder
of the Company.

         11. Notices. All notices, requests and other communications hereunder
shall be in writing, shall be either (i) delivered by hand, (ii) made by telex,
telecopy or facsimile transmission, (iii) sent by overnight courier, or (iv)
sent by registered mail, postage prepaid, return receipt requested. In the case
of notices from the Company to the Holder, they shall be sent to the address
furnished to the Company in writing by the last Holder who shall have furnished
an address to the Company in writing. All notices from the Holder to the Company
shall be delivered to the Company at its offices at 160 Raritan Center Parkway,
Edison, New Jersey 08837 or such other address as the Company shall so notify
the Holder. All notices, requests and other communications hereunder shall be
deemed to have been given (i) by hand, at the time of the delivery thereof to
the receiving party at the address of such party described above, (ii) if made
by telex, telecopy or facsimile transmission, at the time that receipt thereof
has been acknowledged by electronic confirmation or otherwise, (iii) if sent by
overnight courier, on the next business day following the day such notices is
delivered to the courier service, or (iv) if sent by registered mail, on the
fifth business day following the day such mailing is made.

         12. Waivers and Modifications. Any term or provision of this Warrant
may be waived only by written document executed by the party entitled to the
benefits of such terms or provisions. The terms and provisions of this Warrant
may be modified or amended only by written agreement executed by the parties
hereto.

         13. Headings. The headings in this Warrant are for convenience of
reference only and shall in no way modify or affect the meaning or construction
of any of the terms or provisions of this Warrant.



                                      -12-



         14. Governing Law. This Warrant will be governed by and construed in
accordance with and governed by the laws of the State of Delaware, without
giving effect to the conflict of law principles thereof.


                                               MAJESCO HOLDINGS INC.


                                               By:
                                                   ----------------------------
                                               Name:  Jesse Sutton
                                               Title: President








                                      -13-





                                    EXHIBIT A

                                  PURCHASE FORM

To:      MAJESCO HOLDINGS INC.

         The undersigned pursuant to the provisions set forth in the attached
Warrant (No. W-____), hereby irrevocably elects to (check one):

         _____    (A) purchase ___ shares of the Common Stock, par value $0.001
                  per share, of MAJESCO HOLDINGS INC. (the "COMMON STOCK"),
                  covered by such Warrant and herewith makes payment of $_____,
                  representing the full purchase price for such shares at the
                  price per share provided for in such Warrant; or

         _____    (B) convert ___ Converted Warrant Shares into that number of
                  shares of fully paid and nonassessable shares of Common Stock,
                  determined pursuant to the provisions of Section 1.4 of the
                  Warrant.


The Common Stock for which the Warrant may be exercised or converted shall be
known herein as the "Warrant Stock".

         The undersigned is aware that the Warrant Stock has not been and will
not be registered under the Securities Act of 1933, as amended (the "SECURITIES
ACT") or any state securities laws. The undersigned understands that reliance by
the Company on exemptions under the Securities Act is predicated in part upon
the truth and accuracy of the statements of the undersigned in this Purchase
Form.

         The undersigned represents and warrants that (1) it has been furnished
with all information which it deems necessary to evaluate the merits and risks
of the purchase of the Warrant Stock, (2) it has had the opportunity to ask
questions concerning the Warrant Stock and the Company and all questions posed
have been answered to its satisfaction, (3) it has been given the opportunity to
obtain any additional information it deems necessary to verify the accuracy of
any information obtained concerning the Warrant Stock and the Company and (4) it
has such knowledge and experience in financial and business matters that it is
able to evaluate the merits and risks of purchasing the Warrant Stock and to
make an informed investment decision relating thereto.

         The undersigned hereby represents and warrant that it is purchasing the
Warrant Stock for its own account for investment and not with a view to the sale
or distribution of all or any part of the Warrant Stock.

         The undersigned understands that because the Warrant Stock has not been
registered under the Securities Act, it must continue to bear the economic risk
of the investment for an indefinite period of time and the Warrant Stock cannot
be sold unless it is subsequently





registered under applicable federal and state securities laws or an exemption
from such registration is available.

         The undersigned agrees that it will in no event sell or distribute or
otherwise dispose of all or any part of the Warrant Stock unless (1) there is an
effective registration statement under the Securities Act and applicable state
securities laws covering any such transaction involving the Warrant Stock, or
(2) the Company receives an opinion satisfactory to the Company of the
undersigned's legal counsel stating that such transaction is exempt from
registration. The undersigned consents to the placing of a legend on its
certificate for the Warrant Stock stating that the Warrant Stock has not been
registered and setting forth the restriction on transfer contemplated hereby and
to the placing of a stop transfer order on the books of the Company and with any
transfer agents against the Warrant Stock until the Warrant Stock may be legally
resold or distributed without restriction.

         The undersigned has considered the federal and state income tax
implications of the exercise of the Warrant and the purchase and subsequent sale
of the Warrant Stock.




                                            ----------------------------------
                                            Dated:
                                                  ----------------------------

















                                      -2-

EX-10.01

                      PATRICK FLAHERTY EMPLOYMENT AGREEMENT


     This Agreement is entered into as of October 5, 2004 (the "Effective Date")
by and between Majesco Sales Inc. ("Majesco"), a New Jersey corporation, Majesco
Holdings Inc., a Delaware corporation, ("Holdings") (Majesco and Holdings
collectively referred to herein as the "Company") and Patrick Flaherty
("Executive").

     1. Duties and Scope of Employment.

         (a) Positions and Duties. As of the Effective Date, Executive will
serve as Executive Vice President Sales and Marketing ("EVP") of each of Majesco
and Holdings and will report directly to the Company's CEO. Executive will
render such business and professional services in the performance of his duties,
consistent with Executive's position as the EVP, as will reasonably be assigned
to him by the Company's CEO. The period of Executive's employment under this
Agreement is referred to herein as the "Employment Term."

(b) Obligations.

         (I) During the Employment Term and except as provided in Section
1(c)(II) below, Executive agrees that he will (i)devote Executive's full
business efforts and time to the Company, (ii) devote all of his business time
and attention, his best efforts, and apply his skill and ability to promote the
interest of the Company; (iii) carry out his duties in a professional and
competent manner and faithfully serve the Company and (iv) generally promote the
interest of the Company.

         (II) The Company may from time to time establish rules, regulations and
policies and Executive shall faithfully observe these in the performance of his
duties; provided that any such rules, regulations and policies shall not serve
to amend any provisions of this Agreement. For the duration of the Employment
Term, Executive agrees not to actively engage in any other incremental new
employment, occupation, or consulting activity for any direct or indirect
remuneration without the prior approval of the CEO (which approval will not be
unreasonably withheld); provided, however, that Executive may, without the
approval of the CEO, (i) serve in any capacity with any civic, educational, or
charitable organization, and (ii) continue to serve as a chairman, director,
member or partner of Performance Analysis Group provided such services do not
interfere with Executive's obligations to the Company.

     2. At-Will Employment. Executive and the Company agree that Executive's
employment with the Company constitutes "at-will" employment. Executive and the
Company acknowledge that this employment relationship may be terminated at any
time, upon written notice to the other party, with or without Cause (as defined
herein) or with or without Good Reason (as defined herein), at the option either
of the Company or Executive. However, as described in this Agreement, Executive
may be entitled to severance benefits depending upon the circumstances of
Executive's termination of employment as set forth in Section 6. Upon the
termination of Executive's employment with the Company for any reason, subject
to the terms of this Agreement, Executive will be entitled to payment of any
accrued but unpaid salary, accrued but unused vacation, expense reimbursements,
and other benefits due to Executive through his termination date under any
Company-provided or paid plans, policies, and arrangements in accordance with
and subject to the terms of such plans,



policies and arrangements. Executive agrees to resign from all positions that he
holds with the Company, immediately following the termination of his employment
if the CEO so requests.

         Nothwithstanding the foregoing, in the event Executive voluntarily
terminates his employment without Good Reason, he must provide one (1) month
prior written notice of termination to the Company. If Executive terminates his
employment pursuant to the preceeding sentence, the Company shall have the right
at any time during the one (1)-month notice period to reduce his offices, duties
and responsibilites, or to relieve him of such offices, duties and
responsibilites and to place him on a paid leave-of-absence status, provided
that during such notice period he shall remain a full-time employee of the
Company and shall continue to receive his salary and all other compensation and
other benefits as provided in this Agreement.

     3. Compensation.

(a) Base Salary. As of the Effective Date, Majesco will pay Executive an annual
salary of $200,000 as compensation for his services (the "Base Salary"). The
Base Salary will be paid periodically in accordance with Majesco's normal
payroll practices (but no less frequently than once per month) and be subject to
the usual, required withholding. Executive's salary will be subject to review
and any increases will be made based upon the Company's standard practices.

(b) Annual Bonus. Commencing with the annual period November 1, 2004 through
October 31, 2005 (the "Annual Period" and where the Annual Period shall
represent Holdings' fiscal year) and for each Annual Period thereafter during
the Employment Term, Executive will be eligible to receive a discretionary bonus
(the "Annual Bonus). The target bonus for each Annual Period shall be 50% of
Executive's Base Salary (with such Base Salary determined as of the end of the
applicable performance period) unless such target bonus percentage is
subsequently increased by the CEO (the "Target Bonus"). Based on the evaluation
by the CEO in his sole and absolute discretion that the Executive achieved some
or all of the Established Goals for such Annual Period, the CEO shall determine
in his sole and absolute discretion the amount of the Annual Bonus that will be
paid to Executive and the CEO shall also have the right in its sole and absolute
discretion to increase the amount of Executive's Annual Bonus for any Annual
Period based upon his evaluation that Executive exceeded the Established Goals
provided, however, Executive will be given the opportunity to provide to the
Committee his own evaluation of the achievement of such Established Goals. Any
Annual Bonus shall be paid to Executive within ninety (90) days after the end of
the Annual Period and is subject to Executive being on active working status
with the Company at the time of payment.

(c) Equity Compensation. For purposes of this Section 3(d), the following
definitions shall apply: "Employed Percentage" means the fraction that is equal
to the number of calendar days that Executive was employed by the Company during
the twelve (12) month period beginning on the Effective Date, divided by 365.
"Option Number" means 500,000. "Exercised Percentage" means the aggregate number
of shares of the "Fully Vested Option" (as defined below) that Executive has
acquired by exercising the Fully Vested Option prior to his termination of
employment, divided by the Option Number.

     (I) On the Effective Date, Executive will be granted non-qualified stock
     options pursuant to the Company's 2004 Employee, Director and Consultant
     Stock Option Plan (the "Stock Plan") to purchase 500,000 shares of
     Holdings' common stock (the


                                       2



     "Grant"). Of the Grant, options to purchase 400,000 shares (i) will have a
     per-share exercise price equal to $2.80, and (ii) will vest and become
     exercisable as to 1/36th of such share grant amount each month commencing
     as of the Effective Date, subject to Executive's continuous "Service" with
     the Company ("Time Vested Option). For purposes of this Agreement,
     "Service" shall mean providing service to the Company (or any Company
     affiliate) as either a director, employee and/or consultant. Of the Grant,
     options to purchase 100,000 shares (i) will have a per-share exercise price
     equal to $2.80, and (ii) will be immediately and fully vested, provided
     however the Executive agrees he will not sell, transfer, or otherwise
     dispose of such options or the shares of common stock underlying such
     options prior to the one-year anniversary of the Effective Date ("Fully
     Vested Option").

     (II) In the event that Executive's employment with the Company is
     terminated for Cause by the Company within the thirty-six (36) month period
     beginning on the Effective Date, the unexercised portion of the Time Vested
     Option at the time of such termination shall be forfeited and cancelled.

     (III) In the event that Executive's employment with the Company terminates
     voluntarily by Executive without Good Reason before the Anniversary, then
     the following number of unexercised shares subject to the Time Vested
     Option shall be forfeited and cancelled as of the termination of
     Executive's employment: (a) the Option Number multiplied by (b) the
     difference of 100% minus the Employed Percentage.

     (IV) Except as otherwise provided in this Agreement, the Grant will be
     subject to the Company's standard terms and conditions for executive stock
     option awards and will be issued pursuant to and consistent with the terms
     of the Stock Plan which includes a provision that options may be exercised
     in accordance with a cashless exercise program established with a
     securities brokerage firm. All options granted to the Time Vested Options
     will remain exercisable after Executive's employment with the Company
     terminates as follows, subject to the ten-year term: (i) if Executive's
     employment with the Company terminates by the Executive with Good Reason or
     is terminated by the Company without Cause the options will remain
     exercisable for three (3) months, (ii) if Executive's employment with the
     Company terminates voluntarily by the Executive without Good Reason such
     options, will remain exercisable for 3 months, (iii) if Executive's
     employment with the Company is terminated for Cause by the Company such
     options, will be forfeited as soon as the Executive is notified that he has
     been terminated for Cause as set forth in the Stock Plan, and (iv) if
     Executive's employment with the Company terminates by reason of death or
     Disability (as defined in the Stock Plan) such options will remain
     exercisable for three (3) months notwithstanding anything else contained
     herein the Fully Vested options shall not be forfeited or surrendered under
     any circumstances.

(d) Vacation. During the Employment Term, Executive shall be eligible for three
(3) weeks paid vacation per year in accordance with Company policy in effect
from time to time.

     4. Employee Benefits. During the Employment Term, Executive (and his
dependents as applicable) will be eligible to participate in accordance with the
terms of all Company employee

                                       3


benefit plans, policies, and arrangements that are applicable to other senior
executives of Company, as such plans, policies, and arrangements may exist from
time to time and subject to the terms and conditions of such plans, policies and
arrangements. The Company agrees to pay the cost of the premiums for at least
$25,000 term life insurance on the life of the Employee during the Employment
Period. The Employee shall have the right to designate the beneficiary of such
policy or policies. Should the Employee not be insurable at the time of his
employment under this Agreement, the Company's duty to furnish such insurance
shall be suspended until such time as Employee becomes insurable during the
Employment Period.

     5. Expenses.

(a) Company will reimburse Executive for reasonable travel, entertainment, and
other expenses incurred by Executive in the furtherance of the performance of
Executive's duties hereunder, in accordance with the Company's expense
reimbursement policy as in effect from time to time.

(b) Company will provide an allowance of $1,000 monthly for all costs associated
with the Executive's use of his automobile or at Executive's election a leased
company car.

(c) Company will provide the Executive with a hotel room or company apartment
for use on an as needed basis.

     6. Severance.

(a) Termination Without Cause or Resignation for Good Reason. If Executive's
employment is terminated by the Company without Cause or by Executive for Good
Reason, then, subject to Section 7, Executive (or Executive's heirs or estate in
the event of Executive's death after Executive has become entitled to the
following payments and benefits) will receive from the Company: (i) continued
payment of Executive's then Base Salary for a period of 12 months (the
"Continuance Period") payable in accordance with Majesco's regular payroll
practices (ii) for any such termination occurring within 90 days after an Annual
Period, but prior to the payment of any Annual Bonus for such Annual Period, an
Annual Bonus with respect to such preceding Annual Period (payable within 90
days following the end of such Annual Period), provided that Executive would
have otherwise received an Annual Bonus if he had remained employed as of the
date of the payment of such Annual Bonus for such Annual Period; (iii)
reimbursement for any applicable premiums Executive pays to continue coverage
for Executive and Executive's eligible dependents under the Company's Group
Health benefit plans under COBRA for a period of eighteen months, or, if
earlier, until Executive is eligible for similar benefits from another employer
(provided Executive validly elects to continue coverage under applicable law).

(b) Voluntary Termination without Good Reason. If Executive's employment with
the Company terminates voluntarily by Executive without Good Reason, then,
subject to the terms of this Agreement (including Section 3 (d)) (i) all further
vesting of Executive's outstanding equity awards will terminate immediately,
(ii) all payments of compensation by the Company to Executive hereunder will
terminate immediately, (iii) Executive will be paid any accrued but unpaid
salary, accrued but unused vacation, expense reimbursements and other benefits
due to Executive through his termination date under any Company-provided or paid
plans, policies, and arrangements in

                                       4


accordance with and subject to the terms of such plans, policies and
arrangements, and (iv) Executive will not be eligible for severance benefits
under this Agreement or otherwise.

(c) Termination for Cause. If Executive's employment with the Company is
terminated for Cause by the Company, then, subject to the terms of this
Agreement (including Section 3 (d)) (i) all of Executive's vested and unvested
outstanding options will be forfeited and cancelled as soon as Executive is
notified that he has been terminated for Cause, (ii) all payments of
compensation by the Company to Executive hereunder will terminate immediately,
(iii) Executive will be paid any accrued but unpaid salary, accrued but unused
vacation, expense reimbursements and other benefits due to Executive through his
termination date under any Company-provided or paid plans, policies, and
arrangements in accordance with and subject to the terms of such plans, policies
and arrangements, and (iv) Executive will not be eligible for severance benefits
under this Agreement or otherwise.

(d) Termination due to Death or Disability. If Executive's employment terminates
by reason of death or Disability (as defined in the Stock Plan), then (i)
Executive will be paid any accrued but unpaid salary, accrued but unused
vacation, expense reimbursements and other benefits due to Executive through his
termination date under any Company-provided or paid plans, policies, and
arrangements and will be entitled to receive benefits only in accordance with
the Company's then applicable plans, policies, and arrangements, and (ii)
subject to Section 3(d), Executive's outstanding equity awards will be governed
in accordance with the terms and conditions of this Agreement and the applicable
award agreement(s).

(e) Sole Right to Severance. This Agreement is intended to represent Executive's
sole entitlement to severance payments and benefits in connection with the
termination of his employment. To the extent Executive receives severance or
similar payments and/or benefits under any other Company plan, program,
agreement, policy, practice, or the like, severance payments and benefits due to
Executive under this Agreement will be correspondingly reduced (and vice-versa).

     7. Conditions to Receipt of Severance; No Duty to Mitigate.

(a) Separation Agreement and Release of Claims. The receipt of any severance
pursuant to Section 6 will be subject to Executive signing and not revoking a
separation agreement and release of claims in a form acceptable to the Company,
which includes a general release in favor of the Company and its affiliates
together with their respective officers, directors, shareholders, employees,
agents and successors and assigns from any and all claims Executive may have
against them including but not limited to, arising from Executive's employment
and/or termination of employment. The aforementioned general release shall not
include a waiver of claims against the shareholders, employees or agents of the
Company that do not arise out of or relate to Executive's employment with the
Company. In the event Executive breaches the provisions of Section 8 of this
Agreement, in addition to any other remedies of law or in equity, the Company
may cease making any payments or benefits to which Executive otherwise may be
entitled to under Section 6. No severance will be paid or provided until the
separation agreement and release agreement becomes effective.

(b) No Duty to Mitigate. Executive will not be required to mitigate the amount
of any payment contemplated by this Agreement, nor will any earnings that
Executive may receive from any other source reduce any such payment.

                                       5


     8. Confidential and Proprietary Information; Non-Competition;
     Non-Solicitation.

(a) Confidentiality. Except in the performance of Executive's duties hereunder,
at no time during the Term or any time thereafter, shall Executive, individually
or jointly with others, for his benefit or the benefit of any third party,
publish, disclose, use or authorize anyone else to publish, disclose or use, any
secret or confidential and proprietary information relating to any aspect of the
business or operations of the Company, including, without limitation, any trade
secrets, customer lists and programs, manuals and forms, customer files,
financial data, employee-related information, marketing or business plans,
suppliers, trade or industrial practices of the Company, and any Company
information concerning purchasing, finances, accounting, engineering, methods,
processes, compositions, technology, formulas, electronic information processing
procedures (including computer software), research and development programs,
potential client lists, marketing, affiliations, sales and inventions. Executive
acknowledges and agrees that such information is a valuable asset of the Company
and is the Company's sole and exclusive property. Upon the termination of his
employment, regardless of the reason for or circumstances giving rise to such
termination or at any other time at the request of the Company, he shall
immediately return to the Company all of the property of the Company, including
all such confidential and proprietary information, in his possession or control
and agrees not to retain any copies, duplicates, reproductions or excerpts in
whatsoever form of any Company property.

(b) Non-Competition/Non-Solicitation.

         (i) In the course of Executive's employment with the Company, he will
acquire and have access to confidential or proprietary information concerning
the Company. Furthermore, his position as EVP of the Company places him in a
position of confidence and trust with the clients and employees of the Company.
Executive also acknowledges that the clients serviced by the Company are located
throughout the world and accordingly, it is reasonable that the restrictive
covenants set forth below are not limited by specific geographic area but by the
location of the Company's clients. He further acknowledges that the rendering of
services to the Company's clients necessarily requires the disclosure of
confidential information and trade secrets of the Company and its subsidiaries
(such as without limitation, marketing plans, budgets, designs, client
preferences and policies, and identity of appropriate personnel of clients with
sufficient authority to influence a shift in suppliers.) Executive and the
Company agree that in the course of employment hereunder, he will develop a
personal acquaintanceship and relationship with the Company's clients, and
knowledge of those clients' affairs and requirements which may constitute the
Company's primary or only contact with such clients. Executive acknowledges that
the Company's relationships with its established clientele may therefore be
placed in his hands in confidence and trust. Executive consequently agrees that
it is reasonable and necessary for the protection of the goodwill and business
of the Company that he makes the covenants contained herein; and accordingly,
Executive agrees that while he is in the Company's employ and for a one year
period (and in the case of Section 8(b)(i)(c) a two-year period) after the
termination of his employment for any reason whatsoever, he shall not directly
or indirectly except on behalf of the Company:

         a) perform services that compete with the business or businesses
     conducted by the Company or any of its affiliates (or which business the
     Company can at the time of his termination of employment establish it will
     likely conduct within one (1) year

                                       6


     following the date of his termination; provided that Executive participated
     in the planning or development of any such new business); or

         b) attempt in any manner to solicit from any client (as hereinafter
     defined) business of the type performed by the Company or to persuade any
     client of the Company to cease to do business or to reduce the amount of
     business which any such client has customarily done or, to the best of
     Executive's knowledge, that is likely to do with the Company (as of the
     date of termination of employment), whether or not the relationship between
     the Company and such client was originally established in whole or in part
     through his efforts; or

         c) employ (including to retain, engage or conduct business with) or
     attempt to employ or assist anyone else to employ any person who is then or
     at any time during the preceding year was in the Company's employ; or

         d) render any services of the type rendered by the Company to its
     clients to or for any client of the Company; provided, however, that this
     Section 8(b)(i)(d) shall not prevent Executive from becoming employed by a
     client.

     As used in this Section 8(b), the term "Company" shall include subsidiaries
of the Company and the term "client" shall mean (1) anyone who is a client of
the Company at the time of the termination of his employment with the Company
or, if his employment shall not have terminated, at the time of the alleged
prohibited conduct; (2) anyone who was a client at any time during the two year
period immediately preceding the termination of his employment with the Company
or, if his employment shall not have terminated, during the two year period
immediately preceding the date of the alleged prohibited conduct; and (3) any
prospective clients to whom the Company had made a presentation (or similar
offering of services) within the one year period immediately preceding the
termination of his employment with the Company or if his employment shall not
have terminated, within the one year period immediately preceding the date of
the alleged prohibited conduct.

(c) Injunctive Relief. Executive acknowledges that a breach or threatened breach
of any of the terms set forth in this Section 8 shall result in an irreparable
and continuing harm to the Company for which there shall be no adequate remedy
of law. The Company shall, without posting a bond, be entitled to obtain
injunctive and other equitable relief, in addition to any other remedies
available to the Company.

(d) Survival of Terms; Representations. Executive's and Company's obligations
under this Section 8 hereof shall remain in full force and effect
notwithstanding the termination of Executive's employment. Executive
acknowledges that he is sophisticated in business, and that the restrictions and
remedies set forth in this Section 8 do not create an undue hardship on him and
will not prevent him from earning a livelihood. Executive and the Company agree
that the restrictions and remedies contained in this Section 8 are reasonable
and necessary to protect the Company's legitimate business interests regardless
of the reason for or circumstances giving rise to such termination and that
Executive and the Company intend that such restrictions and remedies shall be
enforceable to the fullest extent permissible by law. If it shall be found by a
court of competent jurisdiction that any such restriction or remedy is
unenforceable but would be enforceable if some part thereof were

                                       7


deleted or modified, then such restriction or remedy shall apply with such
modification as shall be necessary to make it enforceable to the fullest extent
permissible under law.

     9. Intellectual Property. Executive expressly understands and agrees that
any and all improvements, inventions, discoveries, processes, know-how or other
intellectual property (including without limitation patents, licenses,
copyrights, tradenames, trademarks, assumed names and service marks and
applications therefor, marketing and advertising campaigns, logos and slogans,
designs and software programs) developed, conceived or created by him in the
course of his employment hereunder, either individually or in collaboration with
others, and whether or not during normal working hours or on the premises of the
Company (collectively, "Developments") shall be, as between Executive and the
Company, the sole and absolute property of the Company, and he will, whenever
requested to do so (either during the Employment Term or thereafter), execute
and assign any and all applications, assignments and/or other instruments and do
all things which the Company may deem necessary or appropriate in order to apply
for, obtain, maintain, enforce and defend patents, copyrights, trade names or
trademarks of the United States or of foreign countries for said Developments,
or in order to assign and convey or otherwise make available to the Company the
sole and exclusive right, title, and interest in and to said Developments
(provided that where Executive is providing assistance to the Company pursuant
to this Section 9 after Executive's employment has terminated, the Company shall
promptly reimburse Executive for any pre-approved reasonable out of pocket
expenses and reimburse him for pre-approved time over 5 hours per month at a
rate of $200 per hour).

     Executive agrees to make full and prompt disclosure to the Company of all
Developments conceived or created by him during his employment with the Company.

     10. Definitions.

(a) Benefit Plans. For purposes of this Agreement, "Benefit Plans" means plans,
policies, or arrangements that Company sponsors (or participates in) and that
immediately prior to Executive's termination of employment provide Executive and
Executive's eligible dependents with medical, dental, or vision benefits.
Benefit Plans do not include any other type of benefit (including, but not by
way of limitation, financial counseling, disability, life insurance, or
retirement benefits).

(b) Cause. For purposes of this Agreement, "Cause" means (i) Executive's act of
dishonesty or fraud in connection with the performance of his responsibilities
to the Company with the intention that such act result in Executive's
substantial personal enrichment, (ii) Executive's conviction of, or pleas of
nolo contendere to, a felony, (iii) Executive's willful failure to follow
lawful, reasonable instructions of the CEO, (iv) Executive's willful misconduct
provided such misconduct is injurious to the Company, or (v) Executive's
violation or breach of any fiduciary or contractual duty to the Company which
results in material damage to the Company or its business; provided that if any
of the foregoing events is capable of being cured, the Company will provide
notice to Executive describing the specific nature of such event and Executive
will thereafter have 20 days to cure such event. During any cure period,
Executive will continue to receive all of the compensation and benefits provided
under this Agreement. For purposes of this Section 8(b), no lawful act or
failure to act will be considered "willful" unless the act or failure to act was
committed/omitted by Executive without a reasonable, good faith belief that it
was in the best interests of the Company and/or was inconsistent with prior
direction of the CEO or Company policy.


                                       8


(c) Good Reason. For purposes of this Agreement, "Good Reason" means the
occurrence of any of the following without Executive's express prior written
consent: (i) a material reduction in Executive's position or duties (ii) a
reduction of Executive's Base Salary or Target Bonus percentage other than a
reduction that also is applied to substantially all of the Company's other
senior executives, (iii) a material reduction in the aggregate level of benefits
made available to Executive other than a reduction that also is applied to
substantially all of the Company's other senior executives, (iv) relocation of
Executive's primary place of business for the performance of his duties to the
Company to a location that is more than 30 miles from its location as of the
Effective Date, unless it is closer to Executive's residence as of the Effective
Date or (v) any material breach or material violation of a material provision of
this Agreement by the Company (or any successor to the Company); provided that
the Executive must provide written notice to the Company of not more than thirty
(30) days after the occurrence of the event(s) constituting Good Reason and
providing further that if any of the foregoing events is capable of being cured,
the Executive will provide notice to Company describing the specific nature of
such event and Company will thereafter have 20 days to cure such event.

     11. Indemnification and Insurance. Executive will be covered under the
Company's insurance policies and, subject to applicable law, will be provided
indemnification to the maximum extent permitted by the Company's bylaws and
Certificates of Incorporation, with such insurance coverage and indemnification
to be in accordance with the Company's standard practices for senior executive
officers but on terms no less favorable than provided to any other Company
senior executive officer or director.

     12. Confidential Information. Executive agrees to execute the Company's
standard form of employee confidential information agreement (the "Confidential
Information Agreement") upon commencement of employment. During the Employment
Term, Executive further agrees to execute any updated versions of the
Confidential Information Agreement (any such updated version also referred to as
the "Confidential Information Agreement") as may be required of substantially
all of the Company's executive officers.

     13. Assignment. This Agreement will be binding upon and inure to the
benefit of (a) the heirs, executors, and legal representatives of Executive upon
Executive's death and (b) any successor of the Company. Any such successor of
the Company will be deemed substituted for the Company under the terms of this
Agreement for all purposes. Any successor will expressly assume in writing all
of the Company's obligations under this Agreement. For this purpose, "successor"
means any person, firm, corporation, or other business entity which at any time,
whether by purchase, merger, or otherwise, directly or indirectly acquires all
or substantially all of the assets or business of the Company. None of the
rights of Executive to receive any form of compensation payable pursuant to this
Agreement may be assigned or transferred except by will or the laws of descent
and distribution. Any other attempted assignment, transfer, conveyance, or other
disposition of Executive's right to compensation or other benefits will be null
and void.

     14. Notices. All notices, requests, demands, and other communications
called for hereunder will be in writing and will be deemed given (a) on the date
of delivery if delivered personally, (b) one day after being sent by a well
established commercial overnight service, or (c) four days after being mailed by
registered or certified mail, return receipt requested, prepaid and addressed to
the


                                       9


parties or their successors at the following addresses, or at such other
addresses as the parties may later designate in writing:

          If to the Company:

          Attn: Chief Executive Officer
                Majesco Sales Inc.

          If to Executive:

          at the last residential address known by the Company as provided by
          Executive in writing.

     15. Severability; Obligations. If any provision hereof becomes or is
declared by a court of competent jurisdiction to be illegal, unenforceable, or
void, this Agreement will continue in full force and effect without said
provision. Each of Majesco and Holdings shall be jointly and severally liable
for any Company, Majesco or Holdings obligations and commitments under this
Agreement.

     16. Arbitration.

(a) If any dispute arises between the Company and Executive that the parties
cannot resolve themselves, including any dispute over the application, validity,
construction, or interpretation of this Agreement, arbitration in accordance
with the then-applicable National Rules for the Resolution of Employment
disputes of the American Arbitration Association shall provide the exclusive
remedy for resolving any such dispute, regardless of its nature; provided,
however, the Company may enforce Executive's obligations under Sections 8 and 12
hereof by an action for injunctive relief and damages in a court of competent
jurisdiction.

(b) This Section 16 shall apply to claims arising under state and federal
statutes, local ordinances, and the common law. The arbitrator shall apply the
same substantive law that a court with jurisdiction over the parties and their
dispute would apply under the terms of this Agreement. The arbitrator's remedial
authority shall equal the remedial power that a court with jurisdiction over the
parties and their dispute would have. If the then-applicable rules of the
American Arbitration Association conflict with the procedures of this Section
16, the latter shall apply.

(c) If the parties cannot agree upon an arbitrator, the parties shall select a
single arbitrator from a list of seven arbitrators provided by the American
Arbitration Association ("AAA"). The names of the seven listed arbitrators shall
be derived from the AAA employment law roster. If the parties cannot agree on
selecting an arbitrator from that list, then the parties shall alternately
strike names from the list, with the first party to strike being determined by
lot. After each party has used three strikes, the remaining name on the list
shall be the arbitrator.

(d) Each party may be represented by counsel or by another representative of the
party's choice and each party shall pay the costs and fees of its counsel or
other representative and its own filing and administrative fees provided,
however, that Executive will only be responsible to pay those costs and fees
which he would have had to pay for had the disputed matter been initiated in
court.


                                       10



(e) The arbitrator shall render an award and opinion in the form typical of
those rendered in labor arbitrations, and that award shall be final and binding
and non-appealable except as specifically provided by law. To the extent that
any part of this Section 16 is found to be legally unenforceable for any reason,
that part shall be modified or deleted in such a manner as to render this
Section 16 (or the remainder of this Section 16) legally enforceable and as to
ensure that except as provided in clause (b) of this Section 16, all conflicts
between the Company and Executive shall be resolved by neutral, binding
arbitration. The remainder of this Section 16 shall not be affected by any such
modification or deletion but shall be construed as severable and independent. If
a court finds that the arbitration procedures of this Section 16 are not
absolutely binding, then the parties intend any arbitration decision to be fully
admissible in evidence, given great weight by any finder of fact, and treated as
determinative to the maximum extent permitted by law.

(f) Unless the parties agree otherwise, any arbitration shall take place in the
American Arbitration Association's offices in Somerset, New Jersey.

(g) EXECUTIVE HAS READ AND UNDERSTANDS THIS SECTION 16, WHICH DISCUSSES
ARBITRATION. EXECUTIVE UNDERSTANDS THAT BY SIGNING THIS AGREEMENT, EXECUTIVE
AGREES TO SUBMIT ANY CLAIMS ARISING OUT OF, RELATING TO, OR IN CONNECTION WITH
THIS AGREEMENT, OR THE INTERPRETATION, VALIDITY, CONSTRUCTION, PERFORMANCE,
BREACH OR TERMINATION THEREOF, OR EXECUTIVE'S EMPLOYMENT OR THE TERMINATION
THEREOF, TO BINDING ARBITRATION, AND THAT THIS ARBITRATION PROVISION CONSTITUTES
A WAIVER OF EXECUTIVE'S RIGHT TO A JURY TRIAL AND RELATES TO THE RESOLUTION OF
ALL DISPUTES RELATING TO ALL ASPECTS OF THE EMPLOYER/EMPLOYEE RELATIONSHIP,
INCLUDING BUT NOT LIMITED TO THE FOLLOWING:

         (I) ANY AND ALL CLAIMS FOR WRONGFUL DISCHARGE OF EMPLOYMENT, BREACH OF
     CONTRACT, BOTH EXPRESS AND IMPLIED; BREACH OF THE COVENANT OF GOOD FAITH
     AND FAIR DEALING, BOTH EXPRESS AND IMPLIED; NEGLIGENT OR INTENTIONAL
     INFLICTION OF EMOTIONAL DISTRESS; NEGLIGENT OR INTENTIONAL
     MISREPRESENTATION; NEGLIGENT OR INTENTIONAL INTERFERENCE WITH CONTRACT OR
     PROSPECTIVE ECONOMIC ADVANTAGE; AND DEFAMATION;

         (II) ANY AND ALL CLAIMS FOR VIOLATION OF ANY FEDERAL, STATE OR
     MUNICIPAL STATUTE, INCLUDING, WITHOUT LIMITATION, TITLE VII OF THE CIVIL
     RIGHTS ACT OF 1964, AS AMENDED, THE CIVIL RIGHTS ACT OF 1991, THE EQUAL PAY
     ACT, THE EMPLOYEE RETIREMENT INCOME SECURITY ACT, AS AMENDED, THE AGE
     DISCRIMINATION IN EMPLOYMENT ACT OF 1967, THE AMERICANS WITH DISABILITIES
     ACT OF 1990, THE FAMILY AND MEDICAL LEAVE ACT OF 1993, THE FAIR LABOR
     STANDARDS ACT, THE NEW JERSEY FAMILY LEAVE ACT, THE NEW JERSEY
     CONSCIENTIOUS EMPLOYEE PROTECTION ACT AND THE NEW JERSEY LAW AGAINST
     DISCRIMINATION; AND

         (III) ANY AND ALL CLAIMS ARISING OUT OF ANY OTHER FEDERAL, STATE OR
     LOCAL LAWS OR REGULATIONS RELATING TO EMPLOYMENT OR EMPLOYMENT
     DISCRIMINATION.

(h) EXECUTIVE (I) UNDERSTANDS THAT OTHER OPTIONS SUCH AS FEDERAL AND STATE
ADMINISTRATIVE REMEDIES AND JUDICIAL REMEDIES EXIST AND (II) KNOWS THAT BY
SIGNING THIS AGREEMENT THOSE REMEDIES ARE FOREVER PRECLUDED AND THAT REGARDLESS
OF THE NATURE OF EXECUTIVE'S COMPLAINT, HE KNOWS THAT IT CAN ONLY BE RESOLVED BY
ARBITRATION.

                                       11


(i) To the extent Executive asserts a claim that would otherwise require filing
the claim with a governmental agency, Executive may, but need not, file such
claim with the applicable agency (including, without limitation, the Equal
Employment Opportunity Commission), and if Executive fails to do so, the Company
shall not assert a defense of failure to exhaust administrative remedies.

     17. No Conflict. Executive represents and warrants that he is not subject
to any agreement, instrument, order, judgment or decree of any kind, or any
other restrictive agreement of any character, which would prevent him from
entering into this Agreement or which would be breached by him upon the
performance of his duties pursuant to this Agreement.

     18. Integration. Except as otherwise provided herein, this Agreement
represents the entire agreement and understanding between the parties as to the
subject matter herein and supersedes all prior or contemporaneous agreements
whether written or oral. No waiver, alteration, or modification of any of the
provisions of this Agreement will be binding unless in a writing that
specifically references this Section and is signed by duly authorized
representatives of all of the parties hereto.

     19. Waiver of Breach. The waiver of a breach of any term or provision of
this Agreement, which must be in writing signed by all of the parties, will not
operate as or be construed to be a waiver of any other previous or subsequent
breach of this Agreement.

     20. Survival. The Confidential Information Agreement, the Company's and
Executive's responsibilities under Sections 3, 6, 7, 8, 9, 11, 12, 16 and
Section 18 will survive the termination of this Agreement.

     21. Headings. All captions and section headings used in this Agreement are
for convenient reference only and do not form a part of this Agreement. 22. Tax
Withholding. All payments made pursuant to this Agreement will be subject to
withholding of applicable taxes.

     23. Governing Law. This Agreement will be governed by the laws of the State
of New Jersey (with the exception of its conflict of laws provisions).

     24. Jurisdiction. The State of New Jersey shall have exclusive jurisdiction
to entertain any legal or equitable action with respect to Sections 8 or 12 of
this Agreement except that the Company may institute any such suit against
Executive in any jurisdiction in which he may be at the time. In the event suit
is instituted in New Jersey, it is agreed that service of summons or other
appropriate legal process may be effected upon any party by delivery it has to
the last known address.

     25. Acknowledgment. Executive acknowledges that he has had the opportunity
to discuss this matter with and obtain advice from his private attorney, has had
sufficient time to, and has carefully read and fully understands all the
provisions of this Agreement, and is knowingly and voluntarily entering into
this Agreement.

     26. Counterparts. This Agreement may be executed in counterparts, and each
counterpart will have the same force and effect as an original and will
constitute an effective, binding agreement on the part of each of the
undersigned.

                                       12


     28. No Strict Construction: The language used in this Agreement will be
deemed to be the language chosen by the Company and Executive to express the
parties' mutual intent, and no rule of law or contract interpretation that
provides that in the case of ambiguity or uncertainty a provision should be
construed against the draftsperson will be applied against any party.


         IN WITNESS WHEREOF, each of the parties has executed this Agreement, in
the case of the Company by a duly authorized officer, as of the day and year
written below.

COMPANY:

Majesco Sales Inc.


By:                                               Date: October 5, 2004
   ---------------------------------------

Title:
      ------------------------------------



Majesco Holdings Inc.


By:                                               Date: October 5, 2004
   ---------------------------------------

Title:
      ------------------------------------





EXECUTIVE:



                                                  Date: October 5, 2004
- ------------------------------------------
Patrick Flaherty



                                       13