MARC A WEISMAN
                         645 FIFTH AVENUE, EIGHTH FLOOR
                               NEW YORK, NY 10022



February 3, 2006


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

       RE: RESIGNATION FROM BOARD OF DIRECTORS
           -----------------------------------

Dear Jesse:

       I have discussed with your father over the past few days certain
management changes we, as independent directors, believe should be made
immediately and in the future. During these discussions, your father indicated
that he 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/ Marc A. Weisman
----------------------------
Marc A. Weisman

cc: Joe Allerhand