MAJESCO HOLDINGS INC
FLAHERTY EMPLOYMENT AGREEMENT
<DOCUMENT>
<TYPE>EX-10.01
<SEQUENCE>4
<FILENAME>file004.htm
<DESCRIPTION>FLAHERTY EMPLOYMENT AGREEMENT
<TEXT>
<HTML><HEAD><TITLE></TITLE></HEAD><BODY><PRE>
<PAGE>

                      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,

<PAGE>

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
<PAGE>


     "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
<PAGE>

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
<PAGE>

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
<PAGE>

     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
<PAGE>

     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
<PAGE>

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
<PAGE>

(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
<PAGE>

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
<PAGE>


(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
<PAGE>

(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
<PAGE>

     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


</PRE></BODY></HTML>

</TEXT>
</DOCUMENT>
