RIVER BEND INC.
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A Private Investment Company


7 Burgess Lane, Dedham, Massachusetts 02026
781-251-9015  o  Fax 781-251-9018  o  E-mail jimhalpin@msn.com
JIM HALPIN, President


February 3, 2006


Mr. Jesse Sutton
President
Majesco Holdings Inc.
160 Raritan Center Parkway
Edison, NJ 08837

       RE: RESIGNATION FROM BOARD OF DIRECTORS
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Dear Jesse:

       I have discussed with your father certain management changes that I and
other independent directors believe should be made immediately and in the
future. During these discussions, your father could not commit to continuing his
association with the Company if we insisted upon the resignation of certain
other members of the Sutton family employed by the Company.

       Because I believe your father's continued participation in the management
of the Company is of great importance, and because I have not been able to reach
any understanding with your father as to the changes we requested, I have no
choice but to tender my resignation as director, effective immediately.

Sincerely,


/s/ James F. Halpin
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James F. Halpin

cc: Joe Allerhand