EXHIBIT 10.1

                                December 17, 2004

033 Growth Partners I LP
033 Growth Partners Int'l Fund Ltd.
033 Growth Partners II LP
Oyster Pond Partners

         In order to induce you to exercise certain warrants held by you, dated
February 26, 2004, we will reduce the exercise price of such warrants, from
$1.00 to $.85; provided that if you do not exercise the number of warrants
indicated on the signature page of this letter at the reduced price in full by
wire transfer to us received no later than December 20, 2004, then the exercise
price shall be reset to $1.00.

         In connection with such offer, you represent that you are either a
"Qualified Institutional Buyer" within the meaning of Rule 144A or an
institutional "accredited investor" within the meaning of Regulation D and that
you are acquiring such securities for investment and not for distribution. You
also represent and warrant that you have consulted with your tax advisors with
respect to the tax consequences of exercising the warrants.

         We also agree that to the extent you exercise your warrants at $.85 per
share and we reduce the exercise price of any warrants for other investors
holding the warrants by more than $.15 per share, then we shall pay you in cash
the amount of any such excess decrease offered to such other investors. All per
share amounts shall be adjusted for stock splits, stock dividends and similar
events.

         You agree that the shares of common stock underlying any warrants you
exercise at $0.85 (the "Sweetened Shares") which are currently included on the
resale registration statement declared effective by the Securities and Exchange
Commission (the "SEC") in October 2004 will be removed from such registration
statement. We agree to file a resale registration statement as to such Sweetened
Shares on or before January 10, 2005 (the "Target Filing Date") and to use our
best efforts to cause such registration statement to become effective by
February 15, 2005 (the "Target Effective Date"). Notwithstanding anything to the
contrary contained in any other agreement that you have entered into with us,
Sweetened Shares shall not be included in the currently pending registration
statement contemplating an underwritten public offering.

         If such resale registration statement is not filed by the Target Filing
Date, then we shall pay you, as liquidated damages, a cash penalty equal to 6.0%
of the amount paid by you to exercise such warrants at the reduced price
hereunder. In addition, if such resale registration statement is not declared
effective by the Target Effective Date, then we shall pay you, as liquidated
damages, a cash penalty equal to 1.5 % of the amount paid by you to exercise
such warrants at the reduced price hereunder at such date and for each full
14-day period such registration statement does not become effective subsequent
to the Target Effective Date provided that such penalty shall not exceed 6.0%
per annum. Accordingly, for the avoidance of doubt, the first 1.5% penalty would
be due February 15, 2005, the second would be due on March 1, 2005, the third on
March 15, 2005 and the last on March 30, 2005.

         Any notices or other communications required or permitted hereunder
shall be sufficiently given if delivered personally or sent by facsimile or
overnight courier or by registered or certified mail, postage prepaid, addressed
to you at the address set forth above; if to us, at 160 Raritan Center Parkway,
Edison, New Jersey 08837, Attention: Jan Chason. This Agreement and any rights
and obligations hereunder may not be assigned.



         This Agreement may be executed in one or more counterparts, each of
which shall be deemed to be an original, but all of which shall be one and the
same document.


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         If you agree with the foregoing, please so indicate by (i) signing in
the space below, (ii) filling in the space below with the number of warrants you
wish to exercise at the reduced price, and (iii) and faxing a copy of this
letter back to us before 5:00 P.M. EST on December 17, 2004.


                                                   Sincerely,

                                                   MAJESCO HOLDINGS INC.


                                                   By:
                                                      --------------------------
                                                      Name:
                                                      Title:


PURSUANT TO THE TERMS CONTAINED HEREIN, WE HEREBY ELECT TO EXERCISE WARRANTS TO
PURCHASE _____________ SHARES OF COMMON STOCK AT AN EXERCISE PRICE OF $0.85 PER
SHARE:


INVESTOR:




By:
   -------------------------
   Name:
   Title: