LESTER
E. GREENMAN EMPLOYMENT AGREEMENT

This Agreement is entered into
as of February 2, 2005 (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"), on the one hand and Lester E.
Greenman ("Executive"), on the other
hand.

I.    Duties and Scope of Employment.

(a)    Positions and Duties.    During the Employment
Term (as defined below), Executive will serve as Executive Vice
President Chief Legal Officer General Manager of Video S.B.U.
("EVP") of each of Majesco and Holdings and
will report directly to the Company's Chief Executive Officer
(the "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.

(1) During the Employment Term
and except as provided in Section 1(c)(II) below, Executive agrees that
he will (i) devote his 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
written 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 written approval of the CEO (which
approval will not be unreasonably withheld); provided, however,
that Executive may, without the approval of the CEO, serve in
any capacity with any civic, educational, or charitable organization
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.    During the Employment Term,
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
(or portion thereof, it being understood that with respect to any
partial Annual Period hereunder the Annual Bonus shall be pro-rated
based on the number of days in such Annual Period that Executive was an
employee of the Company) 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 goals established by the Company
in its sole and absolute discretion (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 his
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 CEO
his own evaluation of the achievement of such Established Goals.
Executive may also provide his own input with respect to what
objectives should constitute the Established Goals but the actual
determination of the Established Goals shall be decided by the Company
in its sole and absolute discretion. 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 a Company employee and on working
status with the Company through the last day of the Annual Period.

(c)    Equity Compensation.    For purposes of this
Section 3(c), 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 14,285. "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 71,429 shares of
Holdings' common stock (the "Grant").
The Grant reflects the reverse stock split of Holdings' common
stock that was effected on December 29, 2004. Of the Grant, options to
purchase 57,144 shares (i) will have a per-share exercise price equal
to the fair market value of a Holdings' common share as
determined by the closing trading price of Holdings' common
shares on the Effective Date 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 14,285
shares (i) will have a per-share exercise price equal to the fair
market value of a Holdings' common share as determined by the
closing trading price of Holdings' common shares on the Effective
Date 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"). Before the first
anniversary of the Effective Date, Executive agrees that his
exercise(s) of the Fully Vested Option shall be such that the Exercised
Percentage does not exceed ,the Employed Percentage.

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(II) In the event that
Executive's employment with the Company is terminated for Cause
by the Company the unexercised portions of the Time Vested Option and
Fully Vested Option at the time of such termination shall be forfeited
and cancelled without consideration.

(III) In
the event that Executive's employment with the Company terminates
voluntarily by Executive without Good Reason before the first
anniversary of the Effective Date, then the following number of
unexercised shares subject to the Fully Vested Option shall be
forfeited and cancelled without consideration as of the termination of
Executive's employment: (a) the Option Number multiplied by (b)
the difference of 100% minus
theEmployed 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 stock options granted to Executive will have a ten-year maximum
term and any vested portions of such options (subject to subsection
3(c)(III) above in the case of the Fully Vested Option) 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 twelve (12) months, (ii)
if Executive's employment with the Company terminates voluntarily
by the Executive without Good Reason such options, will remain
exercisable for three (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 vested options
will remain exercisable for twelve (12) months.

(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 at this 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
benefit plans (including without limitation health, medical and dental
insurance coverage), 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 Executive during the Employment
Period. The Executive shall have the right to designate the beneficiary
of such policy or policies. Should the Executive 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
Executive becomes insurable during the Employment Period.

5.    Expenses.    During the Employment Term, the
following provisions in this Section 5 shall be applicable:

(a)
Company will reimburse Executive for reasonable travel, entertainment,
ordinary course professional membership and state bar dues, ordinary
course continuing legal education (it being understood that
extraordinary continuing legal education expenses shall require the
pre-approval of the Company) and other business 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 pay a monthly allowance of $1,000 to Executive for costs
associated with the Executive's use of his automobile and for
related transportation expenses.

(c) Use of the Company's
apartment will be available on an as needed basis at no expense to the
Executive.

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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 Ma jesco'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), (iv) 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.

(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 (c)) (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 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 (c)) (i) all of Executive's vested and unvested
outstanding stock options will be forfeited and cancelled without
consideration 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(c), 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).

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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.

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, tirade 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 

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employ and for a one year period (and in the
case of Section 8(b) (i) (b) 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)
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

b) 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

c) 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)(c) 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 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, trade names, 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 

6









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 written 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;
provided, however, that Executive may not exercise any of his
outstanding stock options (or any other unexercised Company equity
awards) unless and until he cures the events or items in question to
the Company's satisfaction. The date of termination of employment
for Cause shall be (x) the 21st day after notice was provided to the
Executive if the event(s) in question is/are not cured to the
Company's satisfaction or (y) the date that notice was provided
to the Executive if the event(s) is/are not capable of being cured
including without limitation an occurrence of subsection 10(Ib)(ii).
For purposes of this Section 10(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.

(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.

7








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 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:


		Majesco Sales Inc.
 P.O. Box 6570

Edison, NJ 08818




			
		Attn: 	Carl J. Yankowski, Chief
Executive Officer
 Majesco Sales Inc.


If to
Executive:


		Lester E. Greenman
 210 Riverside Drive
#11A
 New York, NY 10025




with a copy to:


		Wollmiuth Maher & Deutsch LLP
 500 Fifth Avenue

New York, NY 10110
 Attn: Mason H. Drake




or
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.

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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 ofthis
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 1:he 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.

(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 dr 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 

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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.

(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.

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27.    Attorney Fees.    The
Company shall pay or reimburse Executive for his reasonable legal fees
and expenses, not to exceed $4,000, incurred in connection with the
review and negotiation of this Agreement. The Executive or the
Executive's legal counsel shall provide the Company with a
detailed invoice, describing the work that was performed and the
expenses that were incurred, before any payment will be made pursuant
to this section.

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: /s/ Carl
Yankowski  

Date: February 2,
2005  

Title: Chairman and
CEO  


Majesco Holdings Inc.

By: /s/ Carl
Yankowski  

Date: February 2,
2005  

Title: Chairman and
CEO  


EXECUTIVE: /s/
Lester Greenman        

Lester Greenman

Date:
February 7,
2005        


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