8-K

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                    FORM 8-K

                             CURRENT REPORT PURSUANT
                          TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


Date of report (Date of earliest event reported):     October 22, 2004
                                                 -------------------------------

                              Majesco Holdings Inc.
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             (Exact Name of Registrant as Specified in Its Charter)

                                    Delaware
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                 (State or Other Jurisdiction of Incorporation)

                    333-70663                           06-1529524
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            (Commission File Number)          (IRS Employer Identification No.)


  160 Raritan Center Parkway, Edison, New Jersey                      08837
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    (Address of Principal Executive Offices)                        (Zip Code)

                                 (732) 225-8910
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              (Registrant's Telephone Number, Including Area Code)


- --------------------------------------------------------------------------------
          (Former Name or Former Address, if Changed Since Last Report)

     Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

     [ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)

     [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)

     [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))

     [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))






ITEM 8.01 - OTHER EVENTS

         This Current Report on Form 8-K is being filed for the sole purpose of
filing the agreements set forth as exhibits under Item 9.01 below.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

         (c) The following exhibits are furnished with this report:

Exhibit
  No.    Description

10.1     Factoring Agreement, dated April 24, 1989, between Majesco Sales Inc.
         and Rosenthal & Rosenthal, Inc.

10.2     Amendment to Factoring Agreement, dated March 18, 1999, between Majesco
         Sales Inc. and Rosenthal & Rosenthal, Inc.

10.3     Amendment to Factoring Agreement, dated September 30, 2004, between
         Majesco Sales Inc. and Rosenthal & Rosenthal, Inc.

10.4     Assignment of Monies Due Under Factoring Agreement, dated July 21,
         2000, by and among Majesco Sales Inc., Rosenthal & Rosenthal, Inc. and
         Transcap Trade Finance.

10.5     Master Purchase Order Assignment Agreement, dated July 21, 2000,
         between Majesco Sales Inc. and Transcap Trade Finance

10.6     Sixth Amendment to Master Purchase Order Assignment Agreement, dated
         September 12, 2003, between Majesco Sales Inc. and Transcap Trade
         Finance LLC

10.7     Seventh Amendment to Master Purchase Order Assignment Agreement, dated
         October 16, 2003, between Majesco Sales Inc. and Transcap Trade Finance
         LLC

10.8     Eight Amendment to Master Purchase Order Assignment Agreement, dated
         April 14, 2004, between Majesco Sales Inc. and Transcap Trade Finance
         LLC

10.9     Guaranty and Pledge Agreement, dated July 21, 2000, by and among Jesse
         Sutton, Joseph Sutton, Morris Sutton, Adam Sutton and Transcap Trade
         Finance

10.10    Security Agreement and Financing Statement, dated July 21, 2000, by and
         among Majesco Sales Inc. and Transcap Trade Finance












                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


                                           Majesco Holdings Inc.
                                           (Registrant)



Date: October 22, 2004                     By:   /s/ Carl J. Yankowski
                                                 -------------------------
                                                 Carl J. Yankowski
                                                 Chief Executive Officer

EX-10.1

                               FACTORING AGREEMENT

MAJESCO SALES INC.                                                April 24, 1989
1090 King Georges Post Road
Edison, NJ 08837

THE FOLLOWING IS THE AGREEMENT UNDER WHICH WE ARE TO ACT AS YOUR SOLE FACTOR:

     1. You hereby sell and assign to us, making us absolute owner thereof, all
of your accounts, contract rights, and all other obligations to you, now
existing or hereafter arising, for the payment of money arising out of the sale
of goods or rendition of services ("receivables"), together with all proceeds
thereof, all security and guarantees therefor, and all of your rights to any
goods and property represented thereby. We shall have all the rights of an
unpaid seller of any goods, the sale of which gives rise to each receivable,
including the right of stoppage in transit, reclamation and replevin. Upon each
sale of goods or rendition of services, you shall execute and deliver to us such
further and confirmatory assignments of your receivables as we require, in form
and manner satisfactory to us, together with copies of invoices and all shipping
or delivery receipts and such other proof of sale and delivery or performance as
we from time to time may require. You will make appropriate notations upon your
books and ledgers indicating the sale and assignment of your receivables to us.
All invoices or other statements to customers evidencing receivables shall be
mailed at your expense whether mailed by you or at our option by us and shall
clearly state in a manner satisfactory to us that each such receivable has been
assigned to us and is payable to us only.

     2. Before accepting or filling any order from any customer, the amount and
terms of sale are to be submitted to us for our credit approval, which approval
must be in writing and shall be limited to the specific terms and amounts
described therein. We reserve the right to withdraw such credit approval at any
time before delivery or performance and, in any event, a credit approval shall
be deemed to be withdrawn if full delivery or performance is not made within 30
days after the delivery or shipment date specified in the terms of sale
submitted for such approval, or, if no such delivery or shipment date is
specified, within 30 days of the date of such credit approval. On sales approved
and accepted by us, we shall assume the credit risk, being responsible only for
the financial inability of your customers to pay at maturity, such assumption of
credit risk going into effect upon delivery or performance, and acceptance of
the goods or services by such customer, without dispute. We shall not be
responsible for any nonpayment of a receivable because of the assertion of any
claim or dispute by a customer or the exercise of any counterclaim or offset
(whether or not such claim, dispute, counterclaim or offset relates to the
specific receivable) or where nonpayment is a consequence of enemy attack, civil
commotion, the acts or restraint of public authorities, acts of God or force
majeure, or if any warranty made by you to us in respect of such receivable has
been breached. We shall have no liability of any kind for refusing to give or
for withdrawing credit approval pursuant to the terms of this Agreement, or for
exercising or refusing to exercise any rights or remedies we have under this
Agreement or otherwise. Any sale of goods or rendition of services made by you
which is not approved in writing by us as to credit shall be known as a
(Client's risk) receivable. All such C.R. receivables assigned to and purchased
by us are with full recourse to you and at your credit risk, but are otherwise
subject to the covenants, terms and conditions provided herein in respect



of approved receivables on which we have assumed the credit risk. We shall have
the right to charge back to your account the amount of such C.R. receivables at
any time either before or after their maturity and you agree to pay us upon
demand the amount thereof, together with all expenses including collection
charges and other collection and attorneys' fees incurred by us up to the date
of such payment in attempting to collect or enforce any such payment and in
attempting to collect or enforce any such receivable. In no event shall we have
any credit risk on any receivable, whether or not approved by us, if the net
amount of such receivable is less than $100.00.

     3. Any goods rejected or returned by any customer shall be our property
held by you in trust for us separate and apart from any other goods, and upon
demand shall forthwith be delivered to us or disposed of by you at our direction
and without charge to us. You shall report to us in writing all disputes and
claims made by your customers, and the return of or offer to return any goods,
and you will promptly settle all such claims and disputes at your expense. As
absolute owner of each receivable, we may in our sole discretion enforce, effect
any compromise, settle and adjust any receivable, in our name or yours, without
affecting or limiting your obligation to us under this Agreement, and whether or
not any such receivable shall have been charged back. We reserve the right at
any time to charge back to your account the full amount of the receivable
involved in any claim, dispute or return asserted by your customer, and you
agree to pay us upon demand the full amount thereof. The charge back to your
account of the amount of any receivable shall not be deemed a reassignment
thereof to you and title thereto, to the proceeds thereof, to all security and
guarantees therefor and to your interest in the goods represented thereby, shall
remain in us. You shall indemnify us for, and hold us harmless against, any
loss, liability, claim or expense of any kind arising from any claims of, or
disputes with, your customers as to terms, price, quality, or otherwise, with
respect to receivables, including any claim for a return of any payments
thereunder.

     4. If any checks, drafts, notes, acceptances, cash collections or payments
in any form shall be received by you on receivables, you will immediately
transmit and deliver them to us in the identical form received. `You agree that
we and any such person or entity as we may from time to time designate, shall
have the right to sign and/or endorse your name on all remittances and all
papers, bills of lading, receipts, instruments and documents relating to the
receivables and the transactions between us. We shall have the right to deposit
any checks or other remittances received on receivables regardless of notations
or conditions placed thereon by your customers or deductions reflected thereby
and to charge the amount of any such deductions to your account.

     5. As to each receivable assigned to us, you hereby warrant that: (i) it is
a bona fide existing obligation created by the sale and actual delivery of goods
or the rendition of services to customers in the ordinary course of l1usiness,
which you then own free of liens and encumbrances, and which is then
unconditionally owing to you without defense, offset or counterclaim; and (ii)
the customers have received and will accept the goods or services, and the
invoices therefor, without dispute or claim of any kind. You hereby warrant that
you are solvent, that you have full right and authority to sell and assign to us
and to grant to us a security interest in your receivables, that you have not
granted a security interest therein or in any of your inventory to any other
party and that you will not hereafter grant any security interest therein or in
any of your inventory, other than to us, at any time during the term of this
Agreement and until the security interests granted hereunder have been
terminated. You further represent and

                                       2


warrant that your name, place of business, chief executive office and location
of your books and records relating to your receivables is as you are addressed
above and you agree to notify us promptly of any change in such or in your
corporate or business structure.

     6. (a) For our services hereunder, we shall receive a factoring commission
equal to three quarters percent (3/4%) of the invoice amount of each receivable,
less selling discounts (at our option, calculated on shortest terms), which
commission shall be due and payable by you as at the date a receivable arises,
and shall then be chargeable to your account with us.

         (b) Our charge specified in paragraph 6(a) hereof is based upon maximum
selling terms of 30 days, and no more extended terms or additional dating shall
be granted by you to any customer without our prior written approval. When such
approval is given by us, our charge with respect to the receivables covered
thereby shall be increased one quarter percent (1/4%) for each additional 30
days or portion thereof of extended terms or additional dating.

         (c) Amounts taken by customers for anticipation at an annual rate in
excess of two (2%) percent under the Prime Rate (as defined in paragraph 7(b)
hereof) shall be charged to your account.

         (d) The minimum factoring commission on each invoice in respect of any
receivable shall be $3.50.

         (e) The minimum aggregate factoring commissions payable under this
Agreement for each contract year hereof shall be $.55, which, to the extent
of any deficiency (after giving effect to commissions payable and other charges
under the foregoing subparagraphs), shall be chargeable to your account with us
on a monthly basis.

     7. (a) The purchase price for each receivable shall be payable as described
below, and shall be the invoice amount of the receivable, less returns (whenever
made), less all selling discounts (at our option, calculated on shortest terms)
and credits or deductions of any kind allowed or granted to or taken by the
customer at any time, and less our commission provided for herein. No discount,
credit or allowance with respect to receivables shall be granted by you to any
customer, and no return of goods shall be accepted by you without our prior
written consent. A discount, credit or allowance may be claimed only by the
customer. On the first day of each month, your account will be charged with
interest for such month at the rate specified below with respect to the
discounting of your receivables on any debit balance in your account as of the
last day of the previous month. We will credit your account as of the end of
each month with the purchase price of your receivables assigned to us during
such month, discounted at fourteen per cent (14%) per annum, for the period from
the first of the month following the invoice dates of such receivables to the
weighted average maturity date (calculated at our option on the shortest terms)
adding five business days to such date for collection and clearance of
remittances ("the discounting period"). The monthly average weighted due date of
receivables shall be adjusted from time to time to compensate for late payment
of any receivable (whether approved, unapproved, disputed, charged back,
foreign, or otherwise) or the issuance of a credit after the maturity of a
receivable; at our option such adjustment may be converted to an interest charge
at the rates hereinafter provided and charged to your account. On the first day
of each month, your account will be credited with interest at the aforesaid rate
on any credit balance

                                       3


in your favor arising from such discounting, to the end of the discounting
period to which such balance relates.

         (b) If you require funds prior to the end of the discounting period
referred to above, we will advance to you, at our discretion, up to eighty
percent (80%) of the net amount of receivables purchased by us. You will be
charged with interest at the rate in effect under subparagraph (a) above, on all
sums paid, advanced or charged to you. That portion of advances made by us to
you which is in excess of the above stated percentage of your receivables shall
bear interest at a per annum rate which is 3% in excess of such interest rate.
The rates of interest and discount provided for in this paragraph 7 shall be
increased or decreased by .3% per annum for each increase or decrease
respectively of .25% per annum that is hereafter made in the prime rate of The
Chase Manhattan Bank (National Association) as announced by such Bank from time
to time ("Prime Rate"), such change to become effective when and as said prime
rate shall change, provided that at no time shall such percentage interest or
discount rate be less than 2.5 percent (2.5%) per annum above the Prime Rate.
Notwithstanding the foregoing, in no event-shall the Tate of interest agreed to
by or charged to you hereunder exceed the maximum rate of interest permitted to
be so agreed or charged under the law of the jurisdiction whose laws are
applicable to such rate of interest. We shall have the privilege of remitting to
you at any time any amount standing to your credit on our books. The present
prime rate is 11 1/2% per annum.

         (c) About fifteen (15) days after the end of each month, we will render
to you a statement with respect to the receivables purchased by us in the
previous month, together with advances and charges made to your account under
this Agreement. In addition to any other amounts chargeable to your account,
your account shall be charged with all discounts to customers on assigned sales,
all returns, allowances and credits, and our expenses consisting of postage on
invoices, bank wire and similar charges. You will also be charged with interest
at the rate in effect hereunder as to advances, with respect both to receivables
as to which a credit is issued after the end of the discounting period
applicable thereto and any receivables collected or charged back after such
date, for the period from such date to the date of such credit or to the date of
collection or charge back, as the case may be, unless otherwise adjusted or
provided for pursuant to paragraph 7(a) above. All statements, reports or
accountings rendered or issued by us to you shall be deemed accepted and be
finally conclusive and binding upon you unless you notify us to the contrary by
registered or certified mail within thirty days after the date such statement,
report or accounting is sent to you.

     8. As collateral security for any and all of your (and your subsidiaries
and affiliates) indebtedness and obligations to us and to each of our
subsidiaries and affiliates, whether matured or unmatured, absolute or
contingent, now existing or that may hereafter arise (including under indemnity
or reimbursement agreements or by subrogation), and howsoever acquired by us,
whether arising directly between us or acquired by us by assignment, whether
relating to this Agreement or independent hereof, including all obligations
incurred by you to any other concern factored or financed by us (collectively,
the "Obligations"), you grant to us a security interest in all of your accounts,
contract rights and general intangibles (whether or not specifically assigned to
us), now existing and hereafter arising, and in the proceeds thereof, any
security and guarantees therefor, in the goods and property represented thereby,
in all of your books and records relating to the foregoing, in all sums of money
at any time to your credit with us, all your present and future claims against
us under or in connection with this Agreement and any of your

                                       4


property at any time in our possession. All Obligations shall be due and payable
on demand, and you hereby irrevocably authorize and direct us to charge at any
time to your account any Obligations, and to pay any Obligations owing to any of
our subsidiaries or affiliates by so charging your account. You agree to execute
financing statements and any and all other instruments and documents that may
now or hereafter be provided for by the Uniform Commercial Code or other law
applicable thereto reflecting the security interests granted to us hereunder.
You authorize us to file such financing statements without your signature,
signed only by us as a secured party, to reflect the security interests granted
to us hereunder. You shall be liable for, and we may charge your account with,
all costs and expenses of filing such statements (including any filing or
recording taxes), the making of lien searches, and any attorney's fees which may
be incurred by us in protecting, preserving and enforcing our security interests
and rights hereunder.

     9. This Agreement shall commence on the date hereof, and shall continue
until April 30, 1990, and automatically from year to year thereafter, unless you
give us notice in writing, by registered or certified mail, sixty days prior to
the expiration of the original term of this Agreement (or any renewal term
thereof), of your intention to terminate this Agreement as at the end of such
term, with the understanding that we may terminate this Agreement at any time
upon thirty days notice to you by registered or certified mail. If you become
insolvent or become unable to meet your debts as they mature, or fail, suspend
or go out of business or apply for, consent to, or suffer the appointment of a
receiver, trustee or custodian (or similar person) for you or any of your
property, make an assignment for the benefit of creditors, or commence or become
the subject of a case or proceeding under any federal bankruptcy law, or if you
shall be in default under this Agreement or under any other agreement with us or
any Obligations to us, or if there is a change (by death .or otherwise) in your
controlling stockholders or owners, then notwithstanding the foregoing, we shall
have the right to terminate this Agreement at any time without notice. Our
rights and your Obligations arising out of transactions having their inception
prior to the termination date shall not be affected by any termination or notice
thereof. Termination of this Agreement shall not become effective in respect of
the liens and security interests granted to us hereunder until you have fully
paid and discharged any and all of your Obligations to us, and you shall
continue to furnish confirmatory assignments and schedules of receivables
assigned to us and all proceeds in respect thereof. After the giving of any
notice of termination hereunder and until the full liquidation of your account
and the payment in full of all Obligations, you shall not be entitled to receive
any equities or payments from us. From and after the effective date of
termination, you shall not be entitled to receive any equities or payments from
us. From and after the effective date of termination, all amounts charged or
chargeable to your account hereunder, and all your Obligations to us, shall
become immediately due and payable without further notice or demand.

     10. This Agreement is deemed made in the State of New York and shall be
governed, interpreted and construed in accordance with the laws of the State of
New York. No modification, waiver or discharge of this Agreement shall be
binding upon us unless in writing and signed by us. If at any time we should
fail to exercise any right or remedy hereunder, it shall not constitute a waiver
on our part of exercising the same or any other right or remedy at any
subsequent time. If any taxes are imposed upon, or if we shall be required to
withhold or pay any tax or penalty because of or in connection with any
transactions between us under this Agreement, you agree to indemnify us and hold
us harmless in respect thereof. Trial by jury is

                                       5


hereby waived by each of us in any action, proceeding or counterclaim brought by
either of us against the other on any matters whatsoever arising out of or in
any way connected with this Agreement or the relationship created hereby, and
you hereby consent to the jurisdiction of the Supreme Court of the State of New
York (or the Civil Court of the City of New York if such matters be within its
jurisdiction), and of any Federal Court in such State, for a determination of
any dispute as to any such matters. In connection therewith, you hereby waive
personal service of any summons, complaint or other process and agree that
service thereof may be made by registered or certified mail directed to you at
your address set forth above, or such other address as shall have previously
been communicated to us by registered or certified mail. Within thirty days
after such mailing, you shall appear or answer to such summons, complaint or
other process. Should you fail to appear or answer within said thirty-day
period, you shall be deemed in default and judgment may be entered by us against
you for the amount as demanded in any summons, complaint or other process so
served. In the event we shall retain counsel for the purpose of enforcing the
performance, payment or collection of any of the Obligations, then and in that
event you agree to pay the reasonable fees of our counsel, the amount of which
is hereby expressly fixed (to the extent permitted by applicable law) at a sum
which shall be equal to fifteen percent of the Obligations plus any and all
expenses and disbursements incurred in connection therewith and/or incidental
thereto. Our books and records shall be admissible as prima facie evidence of
the status of the account between us. This Agreement shall be binding upon and
insure to the benefit of each of us and our respective heirs, executors,
administrators, successors and assigns.

                                             ROSENTHAL & ROSENTHAL, INC.


                                             By:     /s/ Jerry Sandak
                                                 ------------------------------
                                             Title:
                                                 ------------------------------

The foregoing is acknowledged, accepted and agreed to:

MAJESCO SALES INC.
- -----------------------------------------------

By:  /s/ Jesse Sutton
    -------------------------------------------
                     President


Notwithstanding the provisions of the Factoring Agreement between us, it is
mutually accepted that with respect only to Schedule of Accounts and Assignments
#1 in the amount of $  hereinafter referred to as "Takeover Schedule" shall
apply:

1)       All of the invoices listed in such "Takeover Schedule" shall be at your
         risk and with recourse to you.

2)       You shall not be required to submit to us for credit approval the
         invoices listed in such "Takeover Schedule".

                                       6


3)       We will advance to you, at our discretion, up to fifty percent (50%) of
         the net amount accounts receivable purchased and accepted by us, the
         remainder being credited to your account and being held by us as a
         reserve against possible returns or claims of your customers and any
         indebtedness owing by you to us under this Agreement or otherwise. We
         shall have the privilege of remitting to you at any time any amount
         outstanding to you.

Paragraph 6(f) is hereby added as follows:

6(F). Should we open letters of credit or issue guarantees for your account, we
shall receive a commission equal to 1/2% of the face amount of such letters of
credit or guarantees plus an additional 1/4% for each 30 days or portion thereof
that the letter of credit or guarantee remains open and unpaid plus bank
charges.

                                       7


                              OFFICERS' CERTIFICATE

     The undersigned, President and Secretary of MAJESCO SALES INC., a
corporation duly organized and validly existing under the laws of the State of
New Jersey DO HEREBY CERTIFY that the following is a true copy of certain
resolutions duly and unanimously adopted at a meeting of the Board of Directors
and shareholders of said corporation, duly called and held on the 24th day of
April, 1989, at which a quorum was present and voting throughout, and which
arc not in conflict with the Certificate of Incorporation, By-Laws, rules and
regulations of said corporation, and which resolutions have not been modified or
rescinded and are still in full force and effect:

     "WHEREAS, this corporation proposes to enter into a factoring agreement
     with Rosenthal & Rosenthal, Inc. ("Rosenthal") pursuant to which this
     corporation will sell and assign to Rosenthal all of its receivables (as
     defined therein), and will grant to Rosenthal a security interest in all of
     its accounts, contract rights and general intangibles and certain other
     personal property of this corporation (collectively, the "collateral"), and
     the form of such factoring agreement having been submitted to and duly
     considered at this meeting, and the execution and delivery thereof having
     been deemed to be in the best interest of this corporation; now, therefore,
     be it:

     "RESOLVED, that anyone or more of the officers of this corporation be, and
     they each hereby are, authorized, directed and empowered, in the name and
     on behalf of this corporation: to enter into, execute and deliver to
     Rosenthal a factoring agreement substantially in the form submitted to this
     meeting, with such changes as said officer or officers may consider
     appropriate, the execution and delivery thereof being deemed conclusive
     evidence of this corporation's approval of the terms thereof; from time to
     time, to sell and assign to Rosenthal the receivables, and to borrow money
     and obtain advances and other financial accommodations from Rosenthal, in
     such amounts and upon such terms and conditions as said officer or officers
     may consider appropriate, and to grant a security interest in the
     collateral, now existing or hereafter arising, pursuant to the terms of
     said factoring agreement, or otherwise; to execute and deliver one or more
     promissory notes or other evidences of indebtedness, financing statements,
     supplementary agreements, assignments, schedules, transfers, notices,
     contracts, subordination agreements, guarantees, designations, consignments
     and other instruments and documents in connection with the factoring
     agreement, as amended or supplemented from time to time (including the
     grant of additional liens and security interests in such personal property
     and/or real property of this corporation as may be requested by Rosenthal
     pursuant to any such supplement), containing and upon such terms as said
     officer or officers may consider appropriate, the execution and delivery
     thereof being deemed conclusive evidence of this corporation's approval of
     the terms thereof; to adopt a facsimile printed or rubber stamp signature
     for the purpose of expediting the terms of the factoring agreement; and to
     execute and deliver such further documents and to perform such other acts
     as may be necessary or desirable to effectuate the foregoing resolution;
     and all such action of said officer or officers shall be taken as the
     action of, and is hereby authorized,

                                       8


     ratified, approved and confirmed by, this corporation and the board of
     directors thereof; and is further

     "RESOLVED, that until Rosenthal receives notice in writing by registered
     mail of any changes or limitations of authority of any officers of this
     corporation, it is authorized to rely upon the authority and power set
     forth in these resolutions."

     The undersigned DO FURTHER CERTIFY that the Certificate of Incorporation
and By-Laws of this corporation contain no requirement for shareholder approval
or consent to the execution of the factoring agreement or the consummation of
any of the transactions referred to in the foregoing resolutions.

IN WITNESS WHEREOF, we have hereunto set our hands and affixed the seal of the
corporation this 24th day of April, 1989.


                                                  -----------------------------
                                                            President

                                                  -----------------------------
                                                            Secretary

{Corporate Seal}

                                       9


                              GUARANTEE AND WAIVER

                                       New York, New York         April 24, 1989

     In order to induce Rosenthal & Rosenthal, Inc. (herein called "Factor") to
enter into the foregoing agreement with MAJESCO SALES Inc., 1090 King Georges
Post Road, Edison, NJ 08837 (herein called "Obligor") and for other good and
valuable considerations received, the undersigned irrevocably and
unconditionally guarantees to the Factor payment when due, whether by
acceleration or otherwise, of any and all Obligations (as such term is defined
in the foregoing agreement) of the Obligor to the Factor. In addition, the
undersigned agrees to indemnify Factor against any loss, damage or liability
because of any wrongful acts or fraud of the Obligor or any person or entity
affiliated in any way with the Obligor.

     The undersigned waives notice of acceptance of this guarantee and notice of
any liability to which it may apply, and waives presentment, demand for payment,
protest, notice of dishonor or nonpayment of any such liabilities, suit or
taking of other action by the Factor against, and any other notice to, any party
liable thereon (including the undersigned), and waives any defense, offset or
counterclaim to any liability hereunder. The Factor may at any time and from
time to time (whether or not after revocation or termination of this guarantee)
without the consent of, or notice to, the undersigned, without incurring
responsibility to the undersigned, and without impairing or releasing the
obligations of the undersigned hereunder, upon or without any terms or
conditions and in whole or in part: (1) change the manner, place or terms of
payment and/or change or extend the time of payment of, renew or alter, any of
the Obligations, any security therefor, or any liability incurred directly or
indirectly in respect thereof, and the guarantee herein made shall apply to the
Obligations as so changed, extended, renewed or altered; (2) sell, exchange,
release, surrender, realize upon or otherwise deal with in any manner and in any
order any property by whomsoever at any time pledged or mortgaged to secure, or
howsoever securing, the liabilities hereby guaranteed or any liabilities
(including any of those hereunder) incurred directly or indirectly in respect
thereof or hereof, and/or offset there against; (3) exercise or refrain from
exercising any rights against the Obligor or others (including the undersigned)
or otherwise act or refrain from acting; (4) settle or compromise any liability
hereby guaranteed, any security therefor or any liability (including any of
those hereunder) incurred directly or indirectly in respect thereof or hereof,
and may subordinate the payment of all or any part thereof to the payment of any
liability (whether due or not) to creditors of the Obligor other than the Factor
and the undersigned; and (5) apply any sums by whomsoever paid or howsoever
realized to any of the Obligations regardless of what Obligations or other
liabilities of the Obligor remain unpaid.

     No invalidity, irregularity or unenforceability of all or any part of the
liabilities. hereby guaranteed or of any security therefor shall affect, impair
or be a defense to this guarantee. The liability of the undersigned hereunder is
primary and unconditional and shall not be subject to any offset, defense or
counterclaim of the Obligor. This guarantee is a continuing one and all
liabilities to which it applies or may apply under the terms hereof shall be
conclusively presumed to have been created in reliance hereon. The books and
records of the Factor shall be admissible as prima facie evidence of the
Obligations. As to each of the undersigned, this guarantee shall continue until
written notice of revocation signed by such undersigned, or until written notice
of death of such undersigned, shall in each case have been actually received by
the Factor,

                                       10


notwithstanding a revocation by, or the death of, or complete the partial
release for any cause of any one or more of the remainder of the undersigned or
of the Obligor, or of anyone liable in any manner for the liabilities hereby
guaranteed, or for the liabilities (including those herein) incurred directly or
indirectly in respect thereof and hereof, and notwithstanding the dissolution,
termination or increase, decrease or change in personnel of anyone or more of
the undersigned which may be partnerships or corporations.

     No revocation or termination hereof shall affect in any manner rights
arising under this guarantee with respect to (a) Obligations which shall have
been created, contracted, assumed or incurred prior to receipt by the Factor of
written notice of such revocation or termination or (b) Obligations which shall
have been created, contracted, assumed or incurred after receipt of such written
notice pursuant to any contract entered into by the Factor prior to receipt of
such notice; and the sole effect of revocation or termination hereof shall be to
exclude from this guarantee Obligations thereafter arising which are unconnected
with Obligations theretofore arising or transactions theretofore entered into.

     Upon the happening of any of the following events: the death or insolvency
of the Obligor or any of the undersigned, or suspension of business of the
Obligor or any of the undersigned, or the issuance of any warrant of attachment
against any of the property of the Obligor or any of the undersigned, or the
making by the Obligor or any of the undersigned of any assignment for the
benefit of creditors, or a trustee, receiver or custodian being appointed for
the Obligor or any of the undersigned or for any property of either of them, or
any case or proceeding being commenced by or against the Obligor or any of the
undersigned under any bankruptcy, reorganization, arrangement of debt,
insolvency, readjustment of debt, receivership, liquidation or dissolution law
or statute, or the taking of any corporate or partnership action to approve the
commencement of such case or proceeding-then and in any such event, and at any
time thereafter, the Factor may, without notice to the Obligor or any of the
undersigned, declare all of the Obligations immediately due and payable and the
Factor shall be entitled to enforce the obligations of the undersigned
hereunder. All sums of money at any time to the credit of the undersigned with
the Factor and any of the property of the undersigned at any time in the
possession of the Factor may be held by the Factor as security for any and all
obligations of the undersigned hereunder, notwithstanding that any of said money
or property may have been deposited, pledged or delivered by the undersigned for
any other, different or specific purpose. Any and all claims of any nature which
the undersigned may now or hereafter have against the Obligor are hereby
subordinated to the full payment to the Factor of the Obligations, and are
hereby assigned to the Factor as additional collateral security therefor.

     In the event the Factor takes any action, including retaining attorneys,
for the purpose of effecting collection of the Obligations or of the liabilities
of the undersigned hereunder, or protecting any of the Factor's rights
hereunder, the undersigned shall pay all costs and expenses of every kind
therefor, including reasonable attorneys' fees which the undersigned agrees to
be a sum equal to fifteen percent of the amount then due.

     If claim is ever made upon the Factor for repayment or recovery of any
amount or amounts received by the Factor in payment of or on account of any of
the Obligations and the Factor repays all or part of said amount by reason of
(a) any judgment, decree or order of any Court or administrative body having
jurisdiction over the Factor or any of its property, or (b) any

                                       11


settlement or compromise of any such claim effected by the Factor with any such
claimant (including the Obligor), then and in such event the undersigned agrees
that any such judgment, decree, order, settlement or compromise shall be binding
upon the undersigned, notwithstanding any revocation or release hereof or the
cancellation of any note or other instrument evidencing any of the Obligations,
or any release of any such Obligations, and the undersigned shall be and remain
liable to the Factor hereunder for the amount so repaid or recovered to the same
extent as if such amount had never originally been received by the Factor, The
provisions of this paragraph shall survive, and continue in effect,
notwithstanding any revocation or release hereof, unless such revocation or
release shall specifically refer to this paragraph.

     No delay on the part of the Factor in exercising any of its options, powers
or rights, or partial or single exercise thereof, shall constitute a waiver
hereof. No waiver of any of its rights hereunder, and no modification or
amendment of this guarantee, shall be deemed to be made by the Factor unless the
same shall be in writing, duly signed on behalf of the Factor, and each such
waiver, if any, shall apply only with respect to the specific instance involved,
and shall in no way impair the rights of the Factor or the obligations of the
undersigned to the Factor in any other respect at any other time. The
undersigned shall have no right of subrogation against the Obligor or any of its
assets or property or any security held for any Obligations until Factor shall
have paid in full all of the Obligations.

     This guarantee and the rights and obligations of the Factor and of the
undersigned hereunder shall be governed and construed in accordance with the
laws of the State of New York; and this guarantee is binding upon the
undersigned, his, their or its executors, administrators, successors or assigns,
and shall inure to the benefit of the Factor, its successors or assigns. The
undersigned agrees and does hereby waive trial by jury in any action, proceeding
or counterclaim brought against the undersigned on any matters whatsoever
arising out of or in any way connected with this guarantee, and the undersigned
hereby consent to the non-exclusive jurisdiction of the Supreme Court of the
State of New York for and authorize the service of process on the undersigned by
registered mail sent to the undersigned at the address of the undersigned as set
forth below or by any other means permitted by applicable law.

     Any acknowledgment, new promise, payment of principal or interest or other
act by the Obligor or others, with respect to the Obligations, shall be deemed
to be made as agent of the undersigned for the purposes hereof, and shall, if
the statue of limitations in favor of the undersigned against the Factor shall
have commenced to run, commence anew the running of such statute of limitations,
and if such statute of limitations shall have expired, prevent the operation of
such statute.

     The undersigned, if more than one, shall be jointly and severally liable
hereunder and the term "undersigned" wherever used herein shall mean the
undersigned or anyone or more of them. Anyone signing this guarantee shall be
bound hereby, whether or not anyone else signs this guarantee at any time. The
term "Factor" includes any agent of the Factor acting for it.

Witness:                             Signature                              L.S.
        ----------------------------           ----------------------------
                                     Address:
                                               ----------------------------

Witness:                             Signature                              L.S.
        ----------------------------           ----------------------------

                                       12


                                     Address:
                                               ----------------------------

Witness:                             Signature                              L.S.
        ----------------------------           ----------------------------
                                     Address:
                                               ----------------------------

Witness:                             Signature                              L.S.
        ----------------------------           ----------------------------
                                     Address:
                                               ----------------------------


                                       13


                                   CERTIFICATE

     The undersigned, President and Secretary of MAJESCO SALES INC., a
corporation organized and existing under the laws of the State of New Jersey DO
HEREBY CERTIFY that the following is a true copy of certain resolutions duly and
unanimously adopted at a meeting of the Board of Directors and shareholders of
said corporation, duly called and held on the 3rd day of August, 1998, at which
a quorum was present and voting throughout, and which are not in conflict with
the Certificate of Incorporation, By-laws, rules and regulations of said
corporation, and which resolutions have not been modified or rescinded and are
still in full force and effect.

     "RESOLVED, that in addition to the authority vested in my other person
authorized to act on behalf of this corporation Lauri Coladonato and Arthur
Weber is hereby authorized and empowered on behalf of this corporation to
execute and deliver any and all agreements, instruments, documents, directions
and instruments in connection with and/or relating to any and all transactions
with Rosenthal & Rosenthal, Inc., and/or relating to advances, assignments, and
transfer of title of accounts, merchandise, security and or other collateral,
and that such agreements, instruments, and documents, directions and
instructions may be in such form and contain such terms and provisions as the
person executing the same shall deem proper and agree to; any and all acts of
such person in connection therewith are hereby authorized, ratified, approved
and confirmed; and it is further

     "RESOLVED, that until Rosenthal & Rosenthal, Inc. receives notice in
writing by registered mail of any changes or limitations of authority of the
above-named person, it is authorized to rely upon the authority and power set
forth in these resolutions."

     The undersigned FURTHER CERTIFY that the following is the true signature of
the person referred to in the foregoing resolutions.

                                   SIGNATURES


                              --------------------



                              --------------------


IN WITNESS WHEREOF, we have hereunto set our hands and seals and affixed the
seal of the corporation hereto this 3rd day of August, 1998.

                                       PRESIDENT
                                                -------------------------------
                                       SECRETARY
                                                -------------------------------


(CORP SEAL)

                                       14

EX-10.2

                                                                    Exhibit 10.2


March 18, 1999

MAJESCO SALES, INC.
244 Fernwood Avenue
Edison, NJ 08837

Re:      FACTORING AGREEMENT

     It is mutually agreed that the Factoring Agreement entered into between us
dated April 24, 1989, as amended or supplemented (the "Factoring Agreement") is
amended effective April 15th, 1999 as follows:

     The commission rate specified in Paragraph 6.(a) is hereby amended to read
     0.55%.

     The interest rate specified in Paragraph 7.(a) is hereby amended to read
     8.75%.

     The Prime Rate referred to in the last sentence of paragraph 7.(b) is
     hereby amended to read 7.75%

     The following is hereby added after the first sentence of Paragraph 9:

     "Should you desire to terminate the Factoring Agreement other than as
     provided in the Factoring Agreement, as a condition to such termination,
     you shall pay to Lender, in addition to any other fees payable pursuant to
     the Factoring Agreement, additional liquidated damages in an amount equal
     to the number of months (or part thereof) from the date of such desired
     termination until the earliest date that termination could have been
     effected pursuant to the terms of the Factoring Agreement, multiplied by
     $35,000."

     In all other respects the terms and conditions of the aforesaid agreement,
as the same may have heretofore been amended, shall remain unchanged.

                                           ROSENTHAL & ROSENTHAL, INC.

                                           BY:
                                              ---------------------------------


THE FOREGOING IS ACKNOWLEDGED AND AGREED TO:
MAJESCO SALES, INC.


BY:
   --------------------------------------

EX-10.3

                                                              September 30, 2004

Majesco Sales, Inc.
160 Raritan Center Parkway
Edison, NJ 08837

Gentlemen:

         Reference is made to the Factoring Agreement entered into between us
dated April 24, 1989, as amended and/or supplemented (the "Factoring
Agreement"). This will confirm that the Factoring Agreement is hereby amended,
effective November 1, 2004, as follows:


1.       The following is added at the end of Paragraph 5:

         "You warrant that (i) you shall have on the last day of (x) the first
         six months of each of your fiscal years and (y) the end of each of your
         fiscal years (i) Tangible Net Worth in an amount not less than
         $10,000,000 and (ii) your Operating Losses shall not exceed $1,000,000
         during any of your fiscal quarters, unless cumulatively for a rolling
         12 month period Operating Losses have not exceeded $4 million.

         For the purpose hereof the following terms shall have the following
         definitions:

         "CURRENT  ASSETS" at a particular  date shall mean your cash  accounts
         and inventory.

         "CURRENT LIABILITIES" at a particular date shall mean all amounts which
         would, in conformity with GAAP, be included under current liabilities
         or duplications, the amounts of (a) all indebtedness payable on demand,
         or at the option of the person or entity to whom such indebtedness is
         owed, not more than twelve (12) months after such date, (b) any
         payments in respect of any indebtedness (whether installment, serial
         maturity, sinking fund payment or otherwise) required to be made not
         more than twelve (12) months after such date, (c) all reserves in
         respect of liabilities or indebtedness payable on demand or, at the
         option of the person or entity to whom such indebtedness is owed, not
         more than twelve (12) months after such date, the validity which is not
         contested to such date, (d) all accruals for federal or other taxes
         measured by income payable within twelve (12) months of such date and
         (e) all outstanding indebtedness to us.

         "GAAP" shall mean generally accepted accounting principles in the
         United States of America in effect on the date hereof.

         "OPERATING LOSSES" shall mean the amount, if any, by which operating
         expenses as determined in accordance with GAAP (excluding depreciation
         and amortization, nonrecurring expenses, charges related to EITF 00-19,
         noncash expenses, interest and finance costs and income taxes) exceed
         gross profit as determined in accordance with GAAP.

         "TANGIBLE NET WORTH" shall mean, at a particular date (a) the aggregate
         amount of all of your assets as may be properly classified as such in
         accordance with GAAP consistently applied including prepaid license
         fees and development costs, less (b) the aggregate amount of all of
         your liabilities (excluding subordinated liabilities to us and the
         waarant liability arising out of EITF-0019) determined in accordance
         with GAAP.


                                       -2-



2.       The following is hereby added as a new Paragraph 6(g) after Paragraph
         6(f): "6(g). You shall pay to us a facility fee (the "Facility Fee")
         of (i) 0.5% of $30,000,000 (the "Maximum Credit Facility") on
         November 1, 2004; and (ii) 0.25% of the Maximum Credit Facility on
         each November 1 thereafter.

3.       The following is added to the end of Paragraph 7(c): "and in addition
         all expenses and costs from time to time hereafter incurred by us
         during the course of periodic examinations of your books and records
         and operation, not to exceed more than three examinations per calendar
         year, unless your are in default under this Agreement in which event no
         such limitation shall apply, plus a per diem charge at our then
         standard rate per person, per day, for our examiners in the field and
         office. Our current standard rate is $850.00 per person, per day."

4.       The first sentence of Paragraph 9 is deleted and the following is
         substituted in its place and stead: "This Agreement shall commence on
         the date hereof, and shall continue until October 31, 2005, and
         automatically from year to year thereafter, unless you give us notice
         in writing, by registered or certified mail, sixty days prior to the
         expiration of the original term of this Agreement (or any renewal term
         thereof), of your intention to terminate this Agreement as at the end
         of such term, with the understanding that we may terminate this
         Agreement at any time upon thirty days notice to you by registered or
         certified mail."

         Except as hereinabove specifically set forth, the Factoring Agreement
         shall continue unmodified.



                                       Very truly yours,

                                       ROSENTHAL & ROSENTHAL, INC.

                                       By: /s/ Jerry Sandak
                                           ----------------------------------
                                           Name: JERRY SANDAK
                                           Title:  SENIOR EXECUTIVE PRESIDENT

Agreed:

MAJESCO SALES INC.

By: /s/ Jesse Sutton
    ----------------------------------
    Name: Jesse Sutton
    Title: President

EX-10.4

                            ASSIGNMENT OF MONIES DUE
                            UNDER FACTORING AGREEMENT


         This Agreement made on July 21, 2000, by and among TRANSCAP TRADE
FINANCE ("Transcap"), MAJESCO SALES, INC. ("Client"), and ROSENTHAL & ROSENTHAL,
INC. ("Factor"), as follows:

         WHEREAS, Client and Factor have entered into a certain Factoring
Agreement dated April 1989 (the "Factoring Agreement"), pursuant to which Client
from time to time assigns certain of its accounts receivables to Factor pursuant
to written account schedules ("Account Schedules") in the form and upon the
terms described in the Factoring Agreement; and

         WHEREAS, Client and Transcap have entered into a Master Purchase Order
Assignment dated July 21, 2000 (as may be amended, restated or otherwise
modified from time to time, the "Transcap Agreement") pursuant to which Client
will from time to time assign purchase orders received from certain of its
customers to Transcap and Transcap will purchase the goods specified in the
assigned purchase orders (a "Transcap Transaction"); and

         WHEREAS, the sale of goods to customers in a Transcap Transaction will
give rise to receivables ("Transcap Receivables"), which Transcap and Client
desire that Client sell and assign to Factor under the Factoring Agreement; and

         WHEREAS, at the time that the Transcap Receivables are sold and
assigned by Client to Factor and accepted by Factor, Client will be the sole
owner of the Transcap Receivables; and

         WHEREAS, at the time that the Transcap Receivables are sold and
assigned by Client to Factor and accepted by Factor, Transcap is relying on
Factor's internal policies and procedures with respect to the collection of the
Transcap Receivables sold and assigned by Client to Factor;

         WHEREAS, Client desires to assign to Transcap all monies due under the
Factoring Agreement arising from the sale of the Transcap Receivables; and

         WHEREAS, Transcap and Factor wish to memorialize their agreement
concerning the relative seniority of their liens in certain assets of Client,
including the Transcap Receivables;

         NOW, THEREFORE, for good an valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties agree as follows:

         1. Pursuant to the terms and conditions of the Factoring Agreement,
Factor shall establish two accounts for Client: account #5850 ("#1 Account") and
account #5854 (#2 Account").

         2. So long as this Agreement is in effect, all Account Schedules will
require two signatures, one by a representative of client and one by a
representative of Transcap. Factor shall have no responsibility to check or
otherwise verify the authenticity of the signators or the signatures.







         3. (a) Client will sell and assign all Transcap Receivables to Factor
on a separate Account Schedule which contains only Transcap Receivables. Client
represents to Factor that all Transcap Receivables appearing or referred to on
an Account Schedule are owned solely by Client. Upon receipt and acceptance of
an Account Schedule which pertains to Transcap Receivables, Factor shall
determine whether it will remit the collected proceeds pertaining thereto to
Transcap pursuant to Section 4(a) below, or whether it will lend upon such
Transcap Receivables pursuant to Section 4(b) below. All Transcap Receivables
which Factor determines it will lend upon pursuant to Section 4(b) below, as
well as all other Client receivables, shall be credited by Factor to the #1
Account. All Transcap Receivables for which Factor will remit the collected
proceeds to Transcap pursuant to Section 4(a) below will be credited by Factor
to the #2 Account.

            (b) Factor acknowledges that Transcap is relying upon Factor for the
collection of all Transcap Receivables credited by Factor to the #2 Account.
Factor shall use and follow, with respect to the collection of accounts
receivable credited by Factor to the #2 Account all of Factor's customary
internal policies and procedures which Factor uses and employs in connection
with accounts receivable of Client sold and assigned to Factor by Client
pursuant to the Factoring Agreement whether credited by Factor to the #1 Account
or the #2 Account. In the event Factor fails to follow any of its customary
internal policies and procedures which it uses and employs in connection with
accounts receivables, and such failure results (i) in any monies in the #2
Account being paid by Factor to Client in breach of this Agreement, or (ii) in
any account debtor remitting to Client the amount due on any invoice issued with
respect to an account receivable sold and assigned by Client to Factor, Factor
shall nevertheless pay to Transcap all amounts which otherwise should have been
paid by Factor to Transcap. Factor shall, in accordance with the Factoring
Agreement, determine whether or not to credit approve accounts receivable sold
and assigned by Client in accordance with the Factoring Agreement whether such
accounts receivable are to be credited to the #1 Account or the #2 Account.

         4. (a) To secure Client's obligations and indebtedness now or hereafter
owing to Transcap, Client hereby assigns to Transcap all of Client's rights,
title and interest in and to all monies now or hereafter remitted or otherwise
due to Client by Factor pursuant to the Factoring Agreement under #2 Account.
Client and Transcap acknowledge and agree that Factor will remit monies to
Transcap at Transcap's request on the #2 Account only when, as and to the extent
that proceeds of Transcap Receivables are paid and deposited in the #2 Account.

            (b) Notwithstanding anything to the contrary set forth in Section
4(a) above, Factor, in it sole discretion, may lend money to Client based upon
the Transcap Receivable(s). Upon receipt by Transcap of a wire transfer within
five (5) business days of the date of the Account Schedule assigning a Transcap
Receivable which has been executed by Client and Transcap, in an amount equal to
the cost of the goods purchased or financed pursuant to a Transcap Transaction,
and the interest, fees, commissions, expenses and other amounts owing to
Transcap by Client (collectively, the "Designated Amount"), which Designated
Amount shall be communicated in writing by Transcap to Factor, Transcap will
without any further action subordinate its lien on the assets set forth in
Sections 9(b)(i)-(iii) below which pertain solely to the Transcap Receivables
reflected on such Account Schedule.



                                       2




            (c) Client hereby irrevocably authorizes and empowers Transcap to
ask, demand, receive, receipt, and give acquittance for any and all monies
assigned pursuant to Section 4(a) or 4(b). Factor agrees to pay such monies to
Transcap, and Client hereby authorizes Factor to recognize Transcap's claims to
rights hereunder without investigating the reason for any action taken by
Transcap or the validity or the amount of the obligations or the existence of
any default or the application to be made by Transcap of any monies paid to
Transcap.

         5. Client hereby authorizes and directs Factor to remit all monies
otherwise advanced, remitted or payable to Client pursuant to the Factoring
Agreement under the #2 Account to Transcap by wire transfer pursuant to the wire
instructions attached hereto. Payment when so made and credited by Factor shall
constitute full payment of said monies to Client and Factor shall be without
further obligation to Client or Transcap therefor.

         6. Factor shall, after the end of each month, send Transcap a copy of
its monthly statements for #1 Account and #2 Account rendered to Client,
provided that Factor shall have no liability to Transcap for negligently or
inadvertently failing to furnish such copies. Transcap acknowledges that all
such monthly statements and information contained therein are generated and
created solely for Factor's own use. Factor makes no representations or
warranties whatsoever as to the accuracy of such monthly statements and the
information contained therein or the validity of any collateral or the financial
condition of Client. In addition, Factor shall have no obligation or liability
to Client or Transcap to monitor or verify that all Transcap Receivables are in
fact assigned by Client pursuant to a separate Account Schedule or that the #2
Account contains only Transcap Receivables. To the extent that Transcap relies
on any information contained in the monthly statements, Transcap acknowledges
and agrees that it does so at its own risk.

         7. Client and Transcap acknowledge that nothing in this Agreement shall
constitute a waiver or modification of any of Factor's rights under the
Factoring Agreement, including, but not limited to, Factor's right to deduct
from or to set off against monies otherwise advanced, remitted or due to Client
under the Factoring Agreement, or to reserve for, any and all indebtedness owing
from Client to Factor under the Factoring Agreement. Notwithstanding the
foregoing, Factor agrees that during the term of this Agreement, unless
consented to by Transcap, Factor shall not deduct from or set off against any
moneys payable under the Factoring Agreement on account of the #2 Account any
liability or obligation of Client under the Factoring Agreement arising from or
in relation the #1 Account or any other obligation owed by Client to Factor
unrelated to the Transcap Receivable proceeds deposited into the #2 Account.

         8. Clients and Transcap understand and acknowledge that Factor's
agreement to advance funds under the Factoring Agreement and to transmit such
funds to Transcap as set forth above is an accommodation by Factor to Client and
that, except as set forth in this Agreement, Factor shall not, in any way, be
liable to Client or Transcap if, through inadvertence, error or any other reason
the remittances to Transcap are not in the proper amount or percentage. It is
further understood and agreed that Factor is under no obligation to make any
advances under the Factoring Agreement, whether due to Client's failure to be
"in-formula" or lack of collections or any reason whatsoever and to the extent
Client or Transcap rely on such advances being made, each does so at its own
risk.







                                       3




         9. (a) Except as provided in Section 9(b) below, the security interest
and lien of Factor in the Factor Collateral (as hereinafter defined) is and
shall remain superior and prior in right to any security interest or lien of
Transcap and, subject to Section 9(b), Transcap hereby subordinates in favor of
Factor all right, title and interest that Transcap may now have or hereafter
acquires in and on any such assets or property which constitute Factor
Collateral. "Factor Collateral" means all of Client's inventory, accounts,
contract rights, and general intangibles (whether or not specifically assigned
to Factor), now existing and hereafter arising, and the proceeds thereof, and
security and guarantees therefor, and the goods and property represented
thereby, and all books and records relating to the foregoing, and all sums of
money at any time to Client's credit with Factor, and all Client's present and
future claims against Factor under or in connection with the Factoring
Agreement, and any of Client's property at any time in Factor's possession, but
specifically excluding the items set forth in Sections 9(b)(i), (ii), (iii),
(iv), and (v) below, and any and all present and future credit balances and
reserves held by Factor for the Client's account in connection therewith.

            (b) Notwithstanding the provisions of Section 9(a), the security
interest and lien of Transcap in the Transcap Primary Collateral (as hereinafter
defined) is and shall remain superior and prior in right to any security
interest or lien of Factor in such property. Factor hereby subordinates in favor
of Transcap all right, title and interest that Factor may now have or hereafter
acquire in the following property now owned or hereafter acquired by Client
(hereinafter referred to collectively as the "Transcap Primary Collateral"):

                  (i) inventory of raw materials, work-in-process, finished
         goods, and goods in transit which are clearly identifiable to purchase
         orders purchased by Transcap in a Transcap Transaction ("Transcap
         Inventory");

                  (ii) the documents of title in the possession of Transcap or
         its agents related to Transcap Inventory;

                  (iii) the contract rights of Client to supply Transcap
         Inventory to customers pursuant to purchase orders purchased by
         Transcap in a Transcap Transaction, to the extent such contract rights
         are not yet earned by performance (i.e., shipment to such customer of
         goods covered by such purchase orders); and

                  (iv) the proceeds of the #2 Account.

Until Client's obligations to Transcap are paid in full (including any
post-petition interest owned to Transcap by Client's estate), Factor shall not,
without Transcap's prior written consent, assert or seek to enforce, by legal
proceedings or otherwise, any security interest or other rights that it may now
have or hereafter acquire with respect to the Transcap Primary Collateral or
receive or retain any payments from the proceeds thereof. The provisions
described in this Section 9(b) shall survive the termination of this Agreement
and shall remain in full force and effect until all obligations and indebtedness
owing by Client to Transcap are paid to Transcap in full.

            (c) On a monthly basis, Transcap shall identify the Transcap
Transactions to which this Agreement supplies by means of one or more addenda
hereto in the form of the Purchase Order Package Certificate attached as Exhibit
A to the Transcap Agreement.


                                       4




            (d) With respect to all purchase orders and invoices rendered
in connection with the inventory of finished goods described in Section 9(b)(i)
above, Transcap hereby sells and assigns to Client all of its right, title, and
interest in and to all such purchase orders and invoices upon the shipment of
such inventories to customers of Client and acceptance of the Account Schedules
by Factor.

         10. Client agrees that, from and after the date on which Transcap gives
notice to Factor that Transcap has declared Client to be in default, all monies
due Client by Factor under the #1 Account shall be payable to Transcap, and
Client hereby irrevocably authorizes and empowers Transcap to ask, demand,
receive, receipt, and give acquittance for any and all monies hereby assigned.
Factor agrees to pay such monies to Transcap, and Client hereby authorizes
Factor to recognize Transcap's claims to rights hereunder without investigating
the reason for any action taken by Transcap or the validity or the amount of the
obligations or the existence of any default or the application to be made by
Transcap of any of the monies paid to Transcap.

         11. The subordination and relative priorities of Factor and Transcap
under this Agreement shall apply regardless of the time or manner of perfection
of their respective security interests and are expressly conditioned upon the
non-avoidability of any security interest to which another interest is
subordinated. If any such security interest is avoidable for any reasons, then
the subordination granted in this Agreement with respect to the subject
collateral shall not be effective.

         12. Client and Factor agree that, upon notice to Factor by Transcap
that Transcap has declared Client to be in default with respect to any Transcap
Transaction, all reports and notices delivered by Factor to Client shall also be
delivered by Factor, at Client's expense, to Transcap. Factor and Client further
agree that following the termination of the Factoring Agreement and the payment
in full of all obligations of Client to Factor thereunder, Factor will remit all
moneys due to Client to Transcap.

         13. Client hereby irrevocably authorizes and empowers Transcap to
endorse any checks or other orders for the payment of money payable to Client.
Client agrees that it will, at all times hereafter at the request of Transcap,
make, do and execute all such further acts, agreements, assurances and other
documents and instruments as shall be reasonably required to enable Transcap to
receive all ILLEGIBLE due or to become due under or in connection with the
Factoring Agreement, according to the intent and purpose of this Agreement.

         14. Client hereby authorizes Factor to recognize Transcap's claims to
rights hereunder without investigating the reason for any action taken by
Transcap or the validity or the amount of the obligations or the acceptance of
any default or the application to be made by Transcap of any of the amounts paid
to Transcap. Client shall indemnify and hold Factor harmless from and against
any and all claims, demands, causes of action, obligations, damages,
liabilities, costs and expenses including attorney's fees that may be asserted
against or incurred by Factor with respect to or in any way arising from
Factor's compliance with any demand or direction of Transcap relating to payment
of monies due under the Factoring Agreement.




                                       5




         15. Client warrants and represents to Factor and Transcap that it has
not as the date hereof made, executed or delivered any other assignment of the
monies covered by this Agreement.

         16. CLIENT, FACTOR AND TRANSCAP ACKNOWLEDGE AND AGREE THAT ANY
CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT, ANY OTHER AGREEMENT RELATED
HERETO OR WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY WOULD
BE BASED UPON DIFFICULT AND COMPLEX ISSUES, AND THEREFORE, THE PARTIES AGREE
THAT ANY COURT PROCEEDING ARISING OUT OF ANY SUCH CONTROVERSY WILL BE TRIED IN A
COURT OF COMPETENT JURISDICTION BY A JUDGE SITTING WITHOUT A JURY.

         17. Factor shall not be obligated to make any payment to Transcap
hereunder, if any such payment is enjoined, restraining, or stayed by any court
or by any statute or governmental rule or regulation.

         18. Transcap hereby acknowledges that Factor has made no
representations or warranties as to Client's financial condition, business
affairs, nor has Factor in any way induced Transcap to make, enter into
agreements with or make advances on behalf of Client. Furthermore, in so
requesting, authorizing and directing Factor to pay to Transcap monies due
Client under the Factoring Agreement, Client and Transcap acknowledge and agree
that Factor has no liability whatsoever to Client or Transcap with respect to
Client's obligations to Transcap whether now existing or hereunder arising and
Client and Transcap exonerate and agree, jointly and severally, to indemnify and
hold Factor harmless from and against any liability for same. Nothing contained
herein shall be deemed as effecting a joint venture, partnership or
participation between Factor and Transcap.

         19. In the event any suit or action is initiated to enforce or
interpret any of the terms of this Agreement, the prevailing party shall be
entitled to recover from the other party such ILLEGIBLE as the court may
determine reasonable as attorneys' fees, at trial and in any applicable
proceeding, proceeding under the bankruptcy code or receivership, in addition to
all other sums provided by law.

         20. This Agreement represents the complete understanding of the parties
and it cannot be modified, in whole or in part, accept by a writing executed by
all parties. This Agreement shall continue in effect until Factor receives
written article to the contrary from both Client and Transcap.

         21. (a) Factor agrees to provide Transcap with a copy of any notice of
default pursuant to or termination of the Factoring Agreement which Factor sends
to Client; provided, however, that Factor shall have no liability to Transcap
for failing to furnish such copy provided such failure is not willful.

         (b) Transcap agrees to provide Factor with a copy of any notice of
default pursuant to or termination of the Transcap Agreement which Transcap
sends to Client; provided, however, that Transcap shall have no liability to
Factor for failing to furnish such copy provided such failure is not willful.





                                       6





         22. This Agreement may be executed in one or more counterparts, each of
which taken together shall constitute one and the same instrument, admissible
into evidence. Delivery of an executed counterpart of this Agreement by
telefacsimile shall be equally as effective as delivery of a manually executed
counterpart of this Agreement. Any party delivering an executed counterpart of
this Agreement by telefacsimile shall also deliver a manually executed
counterpart of this Agreement, but the failure to deliver a manually executed
counterpart shall not affect the validity, enforceability, and binding effect of
this Agreement.

         IN WITNESS WHEREOF, the parties hereto, through their duly authorized
officers, have executed this Assignment of Monies Due under Factoring Agreement
as of the date and year first above written.


TRANSCAP TRADE FINANCE                      ROSENTHAL & ROSENTHAL, INC.
An Illinois general partnership
By:  TRANSCAP ASSOCIATES, INC.
Its general partner


By: /s/ Michael Sear                        By: Jerry Sandak
   ----------------------------------          ---------------------------------
    Name:                                       Name:
    Title:                                      Title:


MAJESCO SALES, INC.


By: /s/ Jesse Sutton
   ----------------------------------
    Name:
    Title:






















                                       7

EX-10.5

                  MASTER PURCHASE ORDER ASSIGNMENT AGREEMENT

         THIS AGREEMENT is made on the 21st day of July, 2000, by and between
TRANSCAP TRADE FINANCE, an Illinois general partnership (the "CONTRACTOR") and
MAJESCO SALES, INC., a New Jersey corporation (the "MANUFACTURER"), as follows:

BACKGROUND OF AGREEMENT:

A.        The parties have signed an agreement in principle to enter into a
          purchase order assignment program under which the Manufacturer will
          assign customer purchase orders to the Contractor and request the
          Contractor to purchase the required materials to fulfill such purchase
          orders; the Contractor will retain the Manufacturer to manufacture,
          process and ship ordered goods; and fees will be paid to the
          Manufacturer for its services upon payment to the Contractor for the
          goods,

B.        The parties desire to enter into a formal agreement to set forth the
          terms and provisions of the purchase order assignment program.

         THEREFORE, in consideration of the services to be performed, the
payments to be made, and the obligations to be assumed as set forth in this
Agreement, the parties agree as follows:

         1. DEFINITIONS. In this Agreement, the following frequently used terms
are defined as set forth in this (paragraph)1:

         (a) The "CERTIFICATE" means the Purchase Order Package Certificate
required to be delivered with each request for assignment of a purchase order.
The form of Certificate is attached to this Agreement as Exhibit "A" and made a
part hereof.

         (b) With respect to each purchase order submitted for assignment
hereunder, the Certificate will define the "PRODUCT" (the end product to be
delivered to the customer), the "CUSTOMER" (the business entity which issues the
purchase order), the "MATERIALS" (the materials required to produce the
Product), the "PREMISES" (Manufacturer's facility or such other facility
identified in the Certificate where the Materials will be delivered and Products
will be produced), the "P.O. PRICE" (the purchase price to be paid by the
Customer for the Products), the "P.O. DELIVERY DATE" (the date on which Products
are to be delivered to the Customer as set forth in the Certificate), and the
"MATERIALS DELIVERY DATE" (the date on which the Materials are to be delivered
to the Manufacturer as set forth in the Certificate). In those instances in
which the Manufacturer is primarily engaged in the warehousing and distribution
business, Materials and Products may refer to the same goods.

         (c) A purchase order delivered to the Manufacturer in the ordinary
course of its business is referred to as a "P.O." A P.O. which meets all of the
requirements of  (paragraph) 3 below is deemed to be unconditionally accepted
by Contractor and is referred to as an "ACCEPTED P.O." The date on which the
Contractor delivers notice of acceptance of the assignment of the P.O. is
referred to as the "ACCEPTANCE DATE". When an Accepted P.O. is made null and
void pursuant to this Agreement, it is referred to as a "CANCELED P.O." Under
certain circumstances, when a P.O.





is not assignable to the Contractor, the Contractor will accept an assignment of
the proceeds of the P.O. In such cases, the terms P.O. and Accepted P.O. will
mean the proceeds of such P.O. or Accepted P.O. as the case may be.

         (d) A financial institution engaged in the practice of lending sums to
the Manufacturer secured at least in part by Manufacturer's accounts receivable
is referred to as the "ACCOUNTS RECEIVABLE LENDER". The Accounts Receivable
Lender involved in this transaction (if any) is identified on Addendum I
attached hereto. A "SENIOR LENDER" is any financial institution (including the
Accounts Receivable Lender) which is engaged in lending sums to the Manufacturer
secured by liens on some or all of the Manufacturer's assets. Each Senior Lender
involved in this transaction (if any) is also identified on Addendum I.

         (e) The inventory of Products produced for satisfaction of a P.O. is
referred to as the "P.O. INVENTORY"; the invoice rendered upon delivery of
Products pursuant to a P.O. is referred to as the "P.O. INVOICE"; and payments
received on account of P.O. Invoices (whether paid by the Customer, the Accounts
Receivable Lender, the Manufacturer, or any other party) are referred to as the
"P.O. PROCEEDS".

         (f) The Manufacturer may repurchase an Accepted P.O. pursuant to
(paragraph) 8(b) below. In the absence of such repurchase, an Accepted P.O.
becomes a "DELINQUENT P.O." if the P.O. Price is not paid to the Contractor by
the earliest of (i) the due date for payment of the P.O. Invoice, (ii) ninety
(90) days following the Funding Date if Contractor issues its letter of credit
or purchase order, (iii) thirty (30) days following the Funding Date if
Contractor advances funds by other than issuing its letter of credit or purchase
order, or (iv) the date on which the Accepted P.O. is canceled.

         (g) If a lock box collection procedure is established pursuant to this
Agreement, the term "LOCK BOX" refers to the Contractor's lock box account; and
the term "LOCK BOX BANK" means the bank at which the Contractor establishes the
Lock Box and so notifies Manufacturer in writing. The Lock Box and Lock Box Bank
involved in this transaction (if any) are identified on Addendum II attached
hereto.

         (h) The "FUNDING DATE" is the date on which the Contractor makes its
first Materials purchase in connection with an Accepted P.O. or issues its
letter of credit or purchase order or otherwise advances funds to or for the
benefit of or on account of an Accepted P.O., whichever is earlier. The
"CLEARANCE DATE" is the date on which the Contractor (or the Lock Box Bank) has
received full payment of the P.O. Price in connection with an Accepted P.O. in
fully collected funds.

         (i) The Manufacturer will perform its obligations in accordance with
the "MANUFACTURER'S SPECIFICATIONS" which are set forth on Exhibit "B" attached
hereto and will be paid a "MANUFACTURER'S FEE" computed in accordance with the
provisions of (paragraph) 7(c) below. The Manufacturer's obligations are secured
by a "SECURITY AGREEMENT" described in (paragraph) 10 below.

                                        2





         (j) The Contractor will be paid a "COMMITMENT FEE" (computed and paid
pursuant to (paragraph) 6 below), the "CONTRACTOR'S DEAL FEES" (computed and
paid pursuant to (paragraph) 7 below), and "CONTRACTOR'S EXPENSES" (computed and
paid pursuant to (paragraph) 9 below). For purposes of computing the waiver of
portions of the Commitment Fee, the term "PRODUCT VOLUME" means the aggregate of
(a) the face amounts of all letters of credit issued by Contractor plus (b) the
aggregate amount of funds advanced by Contractor by other than issuing its
letters of credit, in connection with an Accepted P.O, for which a P.O. Invoice
is issued on or before the date on which payment of the Commitment Fee is due;
and "MINIMUM VOLUME" means Product Volume which equals or exceeds $3,200,000.

         (k) If the Manufacturer is required to make a "SECURITY DEPOSIT" (as
defined in (paragraph) 3(b)(i)), the Security Deposit will be maintained in
accordance with (paragraph) 10.1.

         2. SUBMISSION OF P.O.'S FOR ASSIGNMENT. Subject to the terms of this
Agreement, the Manufacturer may request that the Contractor accept an assignment
of each P.O. submitted to and accepted by Manufacturer and make Material
purchases to fulfill the P.O. Each such request shall be made pursuant to a
completed and signed Certificate delivered to the Contractor.

         3. ACCEPTANCE OF P.O. ASSIGNMENTS.

         (a) Subject to the conditions and requirements set forth in this
(paragraph) 3, Contractor agrees to accept or decline acceptance of the
assignment of a P.O. submitted to Contractor pursuant to the provisions of
(paragraph) 2 above (in Contractor's absolute discretion) by delivery of written
notice to Manufacturer. Contractor will use its best efforts to deliver such
acceptance by 5:00 p.m. on or before the fourth full business day after
Contractor receives the Certificate.

         (b) Notwithstanding the provisions of (paragraph) 3(a) above,
Contractor shall not accept the assignment of any P.O. which does not meet the
following requirements:

              (i) Contractor's funding commitment with respect to the P.O. shall
         not exceed 50% of the P.O. Price, provided, however, that Contractor
         may exceed such limitation upon the deposit by the Manufacturer with
         the Contractor of a Security Deposit (the "Security Deposit") in an
         amount equal to the aggregate amount of capital required to purchase
         Materials and deliver Products to a Customer in connection with the
         P.O. minus the lesser of 50% of the P.O. Price or 85% of the advance to
         be made by the Receivable Lender for such P.O. Price;

              (ii) The P.O. shall have been approved for an advance rate of not
         less than 80% of the P.O. Price by an Accounts Receivable Lender
         acceptable to Manufacturer;

              (iii) Manufacturer shall have on deposit with Contractor a
         Security Deposit as set forth in (paragraph) 10.1 hereof;


                                        3




              (iv) Upon the purchase of Materials required for the P.O., or upon
         any other advance of funds in connection with the P.O., the
         Contractor's aggregate outstanding funding pursuant to this Agreement
         shall not exceed the sum of $1,600,000;

              (v) An original, signed copy of the Certificate shall have been
         delivered to the Contractor;


              (vi) All information contained on the Certificate shall be
         verified by Contractor to ensure (to Contractor's satisfaction) that
         the Materials Delivery Date and P.O. Delivery Date are reasonable and
         that the P.O. is bona fide (which verification may include, without
         limitation, direct confirmation from the Customer and any vendors); and

              (vii) The Manufacturer shall have delivered to the Contractor such
         additional information and documentation as the Contractor may have
         from time to time requested.

         (c) Notwithstanding the other provisions of this (paragraph) 3, the
Contractor's acceptance of the assignment of a P.O. shall be made null and void
and the P.O. shall be deemed a Canceled P.O. upon the occurrence of any one of
the following:

              (i) The failure of the Contractor to obtain accepted orders for
         Materials at prices and on other terms and conditions acceptable to the
         Contractor within five (5) business days following the Acceptance Date,
         and Contractor's notice to the Manufacturer thereof. Upon delivery of
         such notice to Manufacturer, Contractor's rights and interests in and
         to the P.O. will be terminated absolutely and Contractor shall have no
         obligation whatsoever to Manufacturer with respect to such P.O.;

              (ii) The failure of a vendor of Materials to deliver Materials
         which conform to Contractor's specifications to the Premises on or
         before the Material Delivery Date. Upon such failure of delivery,
         Contractor shall have the right to require Manufacturer to purchase the
         Materials from Contractor and shall assign to Manufacturer the right to
         receive those Materials which have not then arrived at the Premises;

              (iii) The cancellation of the P.O. prior to delivery of Products
         to the Customer. Upon such cancellation, Manufacturer shall pay
         Contractor such sums as are required pursuant to (paragraph)8 below;
         and

              (iv) The failure of the Manufacturer to obtain (if so requested by
         Contractor) a waiver and release of Contractor by the Customer of any
         and all liability for breach of any and all express or implied
         warranties or product liability claims with respect to the Products or
         the use and distribution thereof.


                                       4





         (d) A P.O. shall be deemed an Accepted P.O. only when (i) the P.O. is
submitted for assignment by the Manufacturer pursuant to a Certificate or such
other form of submission to which the Contractor may from time to time consent,
(ii) the Contractor shall deliver notice of acceptance of assignment to the
Manufacturer pursuant to subparagraph (a) or, in the absence of such notice of
acceptance, the Contractor shall purchase Materials with respect to the P.O. or
otherwise advance of funds in connection with the P.O., (iii) the P.O. shall
meet each of the requirements of subparagraph (b) above unless otherwise waived
by the Contractor, and (iv) none of the events described in subparagraph (c)
above shall have occurred prior to delivery of the Products to the Customer
pursuant to the P.O. Until such time as each of the aforedescribed requirements
and conditions is satisfied in full, Contractor's acceptance of an assigned P.O.
shall be deemed conditional and subject to revocation at any time.

         4. APPOINTMENT OF MANUFACTURER.

         (a) Subject to the other provisions of this Agreement, with respect to
all Accepted P.O.'s (and only so long as such P.O. remains an Accepted P.O.)
Contractor hereby appoints the Manufacturer as Contractor's exclusive source for
acceptance of Materials at the Premises, performance of all manufacturing,
processing and warehousing requirements with respect to the conversion of
Materials into Products, and the delivery of Products to Customers, and the
Manufacturer hereby accepts such appointment. Manufacturer agrees to perform all
of its obligations pursuant to this (paragraph) 4 in a good and workmanlike
manner, to utilize quality control procedures consistent with the standards of
Manufacturer and the industry, and to otherwise comply with each of the
Manufacturer's Specifications.

         (b) So long as any Materials or Products are located at the Premises or
are scheduled for delivery to the Premises, Manufacturer agrees to warehouse all
Materials and Products and, with respect to such warehousing obligations,
Manufacturer agrees to perform in accordance with all of the Manufacturer's
Specifications.

         (c) Manufacturer further agrees that with respect to Materials
purchased by Contractor pursuant to (and in accordance with) a Certificate which
are not (or cannot be) used in connection with the applicable Accepted P.O.,
upon Contractor's written notice:

              (i) Manufacturer shall purchase such Materials from Contractor
         within three (3) days following Contractor's notice for a purchase
         price equal to Contractor's costs for the Materials; or

              (ii) If Manufacturer fails to make such purchase of Materials,
         such Materials shall be sold by Contractor and the proceeds thereof
         applied first to Contractor's costs for the Materials, and the balance,
         if any, to Manufacturer.

         5. PAYMENT AND RE-ASSIGNMENT.

              (a) Upon delivery of Products to the Customer pursuant to an
Accepted P.O., Manufacturer shall issue a P.O. Invoice (and deliver any other
related documents required by the








                                       5


applicable P.O. for issuance of an invoice on account of such P.O.) to the
Customer for the full P.O. Price. Upon Contractor's direction, the P.O. Invoice
so issued shall be in the name of the Contractor and shall direct the Customer
to make payment to the Contractor (or the Lock Box, if applicable). Manufacturer
shall immediately pay to the Contractor any sums from time to time received by
the Manufacturer from the Customer or any other party other than the Contractor
on account of a P.O. Invoice. Upon Contractor's demand, each P.O. Invoice shall
be prepared on such invoice form as Contractor may designate.

              (b) At such time as Contractor has received payment in full on
account of a P.O. Invoice, the Contractor shall re-assign the applicable
Accepted P.O. and all rights with respect thereto to the Manufacturer and the
Manufacturer shall accept such re-assignment. The re-assignment shall be
evidenced by a Re-Assignment and Release of Purchase Order in the form of
Exhibit "C" attached hereto.

              (c) Sums received by the Contractor on account of a P.O. Invoice
shall be applied by the Contractor for the satisfaction of the expenses, fees
and charges described in this Agreement pursuant to the priorities of payment
set forth in (paragraph) 7 below. Provided, however, that Manufacturer shall pay
all sums due Contractor upon a Delinquent P.O. in the manner and pursuant to the
terms of (paragraph) 8 below.

              6. COMMITMENT FEE.

              (a) Subject to the provisions of this (paragraph) 6, Manufacturer
shall pay Contractor a Commitment Fee in consideration of Contractor's
commitment to reserve and have available sufficient funds to purchase Materials
or to otherwise advance funds in connection with a P.O. for Product Volume in
amounts equal to or exceeding the Minimum Volume as contemplated by this
Agreement. The Commitment Fee shall be in the sum of $140,800 and shall be paid
by Manufacturer on the earlier of twelve months following the date of this
Agreement or the date of termination of this Agreement. In the event the term of
this Agreement is renewed for one or more twelve month renewal terms, for each
such renewal, Manufacturer shall pay Contractor a Commitment Fee in the sum of
$140,800, which fee shall be paid by Manufacturer on the earlier of twelve
months following the date of the renewal of this Agreement or the date of
termination of this Agreement. The Commitment Fee for the initial term of this
Agreement is deemed by the parties to have been earned by the Contractor upon
the signing of this Agreement, as of which date the Contractor has reserved the
requisite funds. The Commitment Fee for each renewal term of this Agreement is
deemed by the parties to have been earned by the Contractor upon each renewal
date of this Agreement, as of which date the Contractor has reserved the
requisite funds.

              (b) Notwithstanding the provisions of subparagraph (a) above, all
or a portion of the Commitment Fee shall be waived in accordance with the
provisions of this subparagraph (b). If Product Volume for the initial term or
any renewal thereof as of the due date for payment of the Commitment Fee equals
or exceeds the Minimum Volume, the entire Commitment Fee shall be waived by the
Contractor. If Product Volume for the initial term or any renewal thereof as of
the due date for payment of the Commitment Fee does not equal or exceed the
Minimum Volume,




                                       6



Contractor shall waive that portion of the Commitment Fee equal to the
Commitment Fee multiplied by a fraction, the numerator of which is the Product
Volume as of the due date for payment of the Commitment Fee, and the denominator
of which is the Minimum Volume.

          7. COMPENSATION OF CONTRACTOR AND MANUFACTURER.

         (a) Payments received by the Contractor on account of Accepted P.O.'s
will be applied in the following order of priority:

              (i) First, to pay Contractor's Expenses to the extent that such
         expenses are then due pursuant to the terms of (paragraph) 9.

              (ii) Second, to the payment of the Contractor's Deal Fees in
         connection with the Accepted P.O. and all other Accepted P.O.'s that
         became Accepted P.O.'s concurrently with such Accepted P.O.;

              (iii) Third, to pay any shortage then existing in the Security
         Deposit as set forth in (paragraph) 10.1;

              (iv) Fourth, to reimburse the Contractor for the cost of Materials
         and for other advances made in connection with a P.O. (without regard
         to term or prompt payment discounts) purchased in connection with the
         Accepted P.O. and all other Accepted P.O.'s that became Accepted P.O.'s
         concurrently with such Accepted P.O.; and

              (v) Fifth, to the payment of the Manufacturer's Fee in connection
         with the Accepted P.O.

         (b) The Contractor's Deal Fees with respect to each Accepted P.O. shall
be as follows:


              (i) A transaction initiation and set-up fee in a sum equal to 4.4%
         of the aggregate of (a) the face amounts of all letters of credit
         issued by Contractor (or other financial accommodations) plus (b) all
         funds advanced by Contractor by other than issuing its letters of
         credit; plus

              (ii) A daily maintenance fee in a sum equal to 0.067% of the
         aggregate of the face amounts of all letters of credit issued by
         Contractor (or other financial accommodations) and all funds advanced
         by Contractor by other than issuing its letters of credit which remain
         outstanding for more than sixty (60) days; plus

              (iii) A Materials advance fee in a sum equal to the Applicable
         Daily Rate (as hereinafter defined) multiplied by the aggregate amount
         outstanding on all letters of credit (or other financial
         accommodations) and all funds advanced by Contractor by other than
         issuing its letters of credit on account of purchases of Materials or
         other advances made in connection with a P.O. multiplied by the number
         of days from the



                                       7


         earliest of (A) the date on which any such letter of credit or purchase
         order or financial accommodation is negotiated into cash by any person,
         or (B) the date funds are advanced by other than issuing a letter of
         credit or purchase order, to and including the Clearance Date. The
         "Applicable Daily Rate" shall mean the prime rate as in effect from
         time to time at the American National Bank, Chicago, Illinois, plus 4%,
         divided by 360.

              (iv) In the event of a Delinquent P.O., a late payment fee in a
         sum equal to 0.067% of the outstanding portion of the P.O. Price
         multiplied by the number of days from the date an Accepted P.O. becomes
         a Delinquent P.O. to and including the Clearance Date.

Notwithstanding the foregoing, if the sum of the transaction initiation and
set-up fee and the daily maintenance fee is not equal to or greater than $5,000
with respect to an Accepted P.O., the minimum aggregate amount payable by
Manufacturer to Contractor for the transaction initiation and set-up fee and the
daily maintenance fee with respect to such accepted P.O. shall be equal to
$5,000.

         (c) The Manufacturer's Fee with respect to each Accepted P.O. shall be
equal to the collected P.O. Proceeds with respect to such Accepted P.O. less all
sums payable pursuant to subparagraphs (a)(i), (ii), (iii) and (iv) above and
less 100% of all term discounts or discounts for prompt payment.

         (d) Sums due on account of the expenses and fees described in
subparagraphs (a)(i), (ii), (iii) and (iv) above shall be paid as and when
proceeds are received with respect to the applicable Accepted P.O. The
Manufacturer's Fee will be paid not later than the second business day after the
Clearance Date and after satisfaction of all costs, fees and expenses having a
higher priority then due and owing.

         8. REPURCHASE; REASSIGNMENT.

         (a) Contractor shall have the right to require the Manufacturer to
immediately purchase any Delinquent P.O. (and inventory of Materials and
Products in the case of a Canceled P.O.) for an amount equal to the full amount
outstanding under the P.O. Invoice (or the P.O. Price in the case of a canceled
P.O.). Any such payment by the Manufacturer shall be deemed to be P.O. Proceeds
and shall be applied in accordance with the priorities and terms set forth in
(paragraph) 7 above.

         (b) In the event that Manufacturer makes all payments due on a
Delinquent P.O. or Canceled P.O. pursuant to the provisions of subparagraph (a)
above, Contractor shall thereupon immediately assign to Manufacturer all of
Contractor's rights and interests in and to the P.O. Invoice and the P.O.
Proceeds and any Materials or Products in the possession of Contractor or
Manufacturer with respect to such Delinquent P.O.

         9. CONTRACTOR'S EXPENSES. Immediately upon Contractor's demand,
Manufacturer shall pay or reimburse Contractor for all Contractor's Expenses.
Contractor's Expenses include all reasonable expenses, fees, and costs incurred
by Contractor in connection with the creation of and


                                       8


performance of this Agreement and the transactions contemplated hereby,
including without limitation, the expenses of Contractor's representative at the
Premises, insurance and credit insurance premiums, audit costs, attorney's fees,
Contractor's travel expenses, Lock Box Bank charges, and filing fees.
Contractor's demand for payment of Contractor's Expanses will be made in writing
and will include reasonable documentation of the expenses for which
reimbursement is demanded. Contractor acknowledges receipt of the sum of $5,000
deposited by Manufacturer to be applied towards the payment of Contractor's
Expenses.

         10. SECURITY INTERESTS. As security for the performance by Manufacturer
of each of its obligations under this Agreement, Manufacturer hereby grants the
following security interests to the Contractor:

         (a) A security interest in all of Manufacturer's assets in accordance
with the provisions of the Security Agreement in form satisfactory to
Contractor. Provided, however, that such grant of security interest shall be
subordinate to the lien of the Senior Lender (if any) in any common collateral.

         (b) The right to set-off against any and all amounts due to the
Manufacturer hereunder any sums which are due to the Contractor hereunder which
have become past due and delinquent under this Agreement.

         (c) All of the Manufacturer's rights and interests in, and right of
payment from, the Accounts Receivable Lender of all sums paid or payable by the
Accounts Receivable Lender from time to time to the Manufacturer. Manufacturer
agrees to direct the Accounts Receivable Lender to make such payments to
Contractor pursuant to such written direction as Contractor may request from
time to time.

         (d) All checks, notes, deposits, drafts, and other instruments of
payment on account of or related to an Accepted P.O. Manufacturer hereby
irrevocably designates and appoints the Contractor (and all persons designated
by the Contractor) as the Manufacturer's true and lawful attorney-in-fact and
agent-in-fact and Contractor (or Contractor's agent) may, without notice to
Manufacturer:

              (i) At any time endorse by writing or stamping Manufacturer's name
         on any checks, notes, deposits, drafts or other instruments of payment
         on account of, relating to, or representing the proceeds of an Accepted
         P.O. or any other collateral described herein or in the Security
         Agreement (collectively the "Collateral") which come into the
         possession of the Contractor or are under Contractor's control and
         deposit the same to the account of the Contractor for application to
         all sums due from the Manufacturer to the Contractor hereunder; and

              (ii) At any time after the occurrence of a default by the
         Manufacturer hereunder or pursuant to the Security Agreement, in
         Manufacturer's or Contractor's name, demand payment of, enforce payment
         of, exercise all of Manufacturer's rights and remedies with respect to,
         settle, adjust, compromise, initiate and prosecute legal


                                       9



         proceeding with respect to, and otherwise take all actions with respect
         to the Collateral which are, in the Contractor's sole discretion,
         necessary or desirable in order to fulfill Manufacturer's obligations
         under this Agreement and otherwise realize the full economic value of
         the Collateral.

         10.1 SECURITY DEPOSIT. (a) The Security Deposit shall be held and
applied by the Contractor as follows:

              (i) Contractor shall hold the Security Deposit in such
         depositaries as it determines and may commingle the same with other
         funds from time to time in Contractor's possession. No interest or
         other earnings shall be payable on account of sums held as a Security
         Deposit.

              (ii) Upon the occurrence of a default as set forth in (paragraph)
         18(c) below, Contractor may, in its discretion and without prior
         notice, apply all or any portion of the Security Deposit to pay or
         otherwise satisfy Manufacturer's obligations hereunder. Contractor
         shall, as soon as practicable following any such application, notify
         Manufacturer thereof and provide a full accounting of such application.

         (b) When funds are applied in the manner set forth in (paragraph)
10.l(a)(ii) above, a "shortage" is created in an amount equal to all sums so
applied. Manufacturer shall, within five (5) business days following
notification of any shortage, pay to the Contractor, as and for a portion of
the Security Deposit, the sum of such shortage.

         (c) Upon termination of this Agreement and the payment of all sums then
due the Contractor by the Manufacturer hereunder, Contractor shall promptly pay
the Security Deposit to Manufacturer.

         11. GUARANTY. It is a condition to the signing of this Agreement and
the performance by the Contractor of any of its obligations hereunder that the
persons and entities listed on Addendum III attached hereto execute and deliver
to the Contractor a Guaranty in form and substance satisfactory to Contractor
under which said guarantor(s) guaranty the Manufacturer's obligations to
Contractor hereunder.

         12. COVENANTS OF CONTRACTOR. Provided that Manufacturer performs each
of its obligations in the manner set forth in this Agreement, the Contractor
covenants and agrees as follows:

         (a) To use reasonable efforts to place orders for Materials identified
on Certificates for Accepted P.O.'s for purchase by Contractor and delivery to
the Premises on terms consistent with the terms set forth in the Certificate.

         (b) Following timely delivery and acceptance of Materials at the
Premises, to promptly pay for all such Materials in accordance with the terms of
purchase.



                                       10


         (c) To release Materials located at the Premises in such quantity and
at such times as are necessary to permit Manufacturer to meet the terms of
Accepted P.O.'s.

         (d) Upon termination of this Agreement and performance by Manufacturer
of all of its obligations hereunder, to promptly execute, deliver and file (if
Manufacturer so requests) any instruments and documents reasonably necessary to
terminate and release any and all security interests granted to Contractor by
Manufacturer pursuant to this Agreement.

         13. WARRANTIES AND REPRESENTATIONS OF MANUFACTURER. Manufacturer hereby
makes the following warranties and representations to Contractor, each of which
is deemed a material inducement to the Contractor to enter into and perform in
accordance with the provisions of this Agreement and each of which shall be
deemed renewed and restated as of the Acceptance Date of each Accepted P.O.:

         (a) Manufacturer is a corporation duly organized, validly existing, and
in good standing under the laws of the state of its incorporation, and is
qualified or licensed as a foreign corporation to do business in every location
in which the laws require Manufacturer to be so qualified or licensed;

         (b) Manufacturer has the right and power and is duly authorized and
empowered to enter into, execute, deliver, and perform this Agreement and all
agreements and documents described herein;

         (c) The execution, delivery, and performance by Manufacturer of this
Agreement and all agreements and documents described herein does not constitute
a violation of any law, regulation, judgment, order, contract, charter, by-laws,
or other instrument to which Manufacturer is a party or is otherwise bound or
subject;

         (d) Manufacturer is not in default under any loan agreement, mortgage,
lease, trust deed or similar agreement relating to the borrowing of money to
which Manufacturer is a party or is otherwise bound;

         (e) Each P.O. submitted for assignment by the Manufacturer is a bona
fide purchase order and conforms in all respects to the representations
contained in the Certificate, which Certificate is true and correct in all
respects;

         (f) The Manufacturer shall at all times maintain such types and amounts
of insurance coverage (including without limitation credit insurance) with
respect to Manufacturer's business operations, the Premises, the Materials and
the Products located upon the Premises and any Accepted P.O. as Contractor may
from time to time reasonably require, such insurance to name the Contractor as
an insured in the manner and to the extent required by Contractor from time to
time and, upon the failure to maintain such coverage, Contractor may purchase
the same and the cost thereof shall be deemed a Contractor's Expense;

                                       11



         (g) Except with respect to the lien of the Accounts Receivable Lender
or as otherwise set forth on Exhibit "D" attached hereto, there are no liens,
judgments or claims affecting or relating to the Manufacturer or any of its
assets;

         (h) Except as set forth on Exhibit "E", there are no suits,
administrative proceedings, arbitration proceedings or other arbitration
proceedings or investigations pending or (to the best of Manufacturer's
knowledge) threatened against Manufacturer or any of the guarantors;

         (i) All of the financial information (including projections) provided
by the Manufacturer to the Contractor in connection with the Contractor's
consideration of the transaction contemplated by this Agreement are true and
accurate, contain no material misstatement of any facts, contain all material
information concerning the Manufacturer's financial condition, and do not omit
to state any facts which, if disclosed, would reflect adversely on the financial
condition of the Manufacturer or any of its Customers; and

         (j) Manufacturer has duly filed all federal, state, county, local, and
foreign income, excise, sales, customs, property, withholding, social security
and other tax and information returns and reports required to be filed by it to
the date hereof, or in the alternative, has obtained extensions for filing
pursuant to established procedures, and has paid or made provision for payment
of all taxes (including interest and penalties) due and payable. Manufacturer
has no material liability for any taxes of any nature whatsoever.

         14. PRODUCT WARRANTIES. Manufacturer expressly assumes and agrees to
make all product and service warranties (expressed or implied) to Customers with
respect to Products and further agrees to defend, indemnify and hold the
Contractor harmless from and against any claims, suits, obligations, costs, or
expenses (including reasonable attorney's fees and legal expenses) with respect
to all express or implied warranties in connection with the Products.

         15. AUDIT RIGHTS. Manufacturer shall deliver to Contractor copies of
all information and documents submitted from time to time by the Manufacturer to
any Senior Lender simultaneously with the submission of such documents to such
Senior Lender; and shall deliver to Contractor monthly financial statements,
aged accounts receivable, aged accounts payable, and Manufacturer's and
Contractor's inventory schedules within fifteen (15) days following the end of
each month during the term hereof. In addition, Contractor shall have the right
to inspect, audit and copy any financial books, computer programs, and other
data containing financial information in connection with the Manufacturer at any
time during regular business hours upon not less than 24 hours' prior written
notice. Manufacturer agrees to prepare and maintain complete and accurate
business records with respect to the transactions contemplated by this
Agreement.

         16. RELATIONSHIP OF THE PARTIES. The parties are independent
contractors and are not (and shall not be deemed to be) the partners, joint
venturers, agents or representatives of the other. Each party is exclusively
responsible for the conduct of its own business and is not authorized to bind
the other party in any manner whatsoever. Further in this regard:



                                       12




         (a) Manufacturer acknowledges that it has no ownership interest in any
P.O., Materials, work-in-process, or Products in connection with an Accepted
P.O. except as otherwise provided in this Agreement; and

         (b) Contractor acknowledges that it has no ownership interest (other
than the security interests granted hereunder) in Manufacturer or in any of
Manufacturer's assets.

         17. INDEMNIFICATION. Manufacturer agrees to indemnify, hold harmless
and defend Contractor from and against any loss, costs, (including reasonable
attorney's fees and costs), claims, suits or causes of action brought,
threatened or incurred by or against Contractor by reason of any of the
following:

         (a) As a consequence of any breach of this Agreement by Manufacturer,
any breach of a warranty made by Manufacturer hereunder, or the failure of any
representation made by Manufacturer hereunder to be true;

         (b) Any suit or threat of suit by any Customer, including, without
limitation, all claims under or with respect to Product warranties, except with
respect to any suit or claim arising or threatened solely by reason of
Contractor's acts or omissions to act which constitute a breach of Contractor's
obligations hereunder,

         (c) Any suit or threat of suit by any of Manufacturer's employees,
former employees, securities holders or lenders, except with respect to any suit
or claim arising or threatened solely by reason of Contractor's acts or
omissions to act which constitute a breach of Contractor's obligations
hereunder;

         (d) Any product liability claims of any kind, including, without
limitation, all claims under or with respect to Product warranties; and

         (e) Environmental liability, if any; as a result of this Agreement or
any transaction contemplated by or engaged in pursuant to or on account of this
Agreement.

         18. TERM AND TERMINATION; DEFAULT.

         (a) Term of Agreement. This Agreement is for an initial term of twelve
months following the date hereof and shall continue thereafter for successive
twelve month renewal terms unless either party terminates the Agreement by
written notice to the other not later than thirty days prior to the end of the
initial term or any renewal term. Provided, however, that Contractor may also
terminate this Agreement immediately upon Manufacturer's default or at any time
following the initial term upon fifteen days' prior written notice to
Manufacturer.

         (b) Obligations Upon Termination. Except for termination in the event
of Manufacturer's default, upon termination of this Agreement, each party shall
remain liable to perform all matured obligations under this Agreement which
remain unperformed as of the termination date as if this Agreement remained in
full force and effect. Upon termination for any reason and upon completion


                                       13


of the foregoing obligations in the case of a termination upon Manufacturer's
default, all obligations hereunder shall terminate except the continuing
obligations of the parties under (paragraphs) 13, 14, 15 and 17 hereof.

         (c) Default

              (i) Manufacturer shall be considered to be in default hereunder if
         it either (A) fails to make any payment due Contractor hereunder within
         five (5) business days of the due date thereof, or (B) fails in any
         respect to perform any of its other obligations hereunder and such
         failure continues unremedied for a period of three (3) business days
         following Contractor's notice thereof, or (C) has made a representation
         which proves to be false or breaches a warranty made hereunder, or (D)
         files (or has filed against it) a petition (or otherwise initiates
         proceedings) for bankruptcy, reorganization, receivership or other
         proceedings for the protection of debtors, or (E) fails to make any
         payment due to any third party on or before the due date therefor if
         the failure to make such payment gives rise to or creates (or if
         unremedied would give rise to or create) an encumbrance upon the
         Products or any of them or otherwise restricts Contractor's sale or
         disposition of the Products or any of them.

              (ii) Without waiving or limiting any of Contractor's other rights
         and remedies in the event of a default by Manufacturer, and in addition
         to Contractor's right of set-off set forth in (paragraph) 10 above,
         upon the occurrence of any event of default, Manufacturer shall be
         liable for immediate payment to Contractor of all amounts due or to
         become due to Contractor hereunder, including, without limitation,
         Contractor's Expenses, Contractor's Deal Fees and the Commitment Fee.
         Contractor shall further be entitled to reimbursement for all of its
         costs of collection, whether or not suit has been filed or judgment
         entered, including, without limitation, reasonable attorneys' fees and
         legal expenses. All amounts owed to Contractor pursuant to this
         (paragraph) 18(c) shall carry interest at the rate of 2% per month
         from the
         effective date of termination or, in the case of Contractor's costs of
         collection, from the date such costs are incurred.

              (iii) In the event of default by Manufacturer, and subject to any
         agreements between Contractor and any Senior Lender, Contractor shall
         further be entitled to exercise all the rights and remedies of a
         secured party under the Uniform Commercial Code or as otherwise
         provided under the Security Agreement. The proceeds of any amount
         recovered by Contractor shall be applied, first, to the payment of
         Contractor's reasonable costs and expenses in connection with the
         enforcement of Contractor's rights and remedies hereunder; second,
         toward the payment or satisfaction of all amounts owing Contractor
         hereunder, including interest thereon; and third, any surplus to be
         paid to Manufacturer or as a court of competent jurisdiction may
         direct. In the case of a deficiency, Manufacturer shall remain liable
         for such deficiency after such sale, with interest at the rate herein
         provided.


                                       14


         19. MISCELLANEOUS PROVISION.

         (a) CHOICE OF LAW, VENUE, JURISDICTION AND SERVICE, THIS AGREEMENT AND
ALL AGREEMENTS REFERRED TO HEREIN BETWEEN THE CONTRACTOR AND THE MANUFACTURER
(COLLECTIVELY THE "TRANSACTION DOCUMENTS") HAVE BEEN SUBMITTED TO THE
CONTRACTOR AT THE CONTRACTOR'S PRINCIPAL PLACE OF BUSINESS IN THE STATE OF
ILLINOIS, WILL BE PERFORMED BY THE PARTIES IN THE STATE OF ILLINOIS, AND SHALL
BE DEEMED TO HAVE BEEN MADE IN THE STATE OF ILLINOIS. THE VALIDITY OF EACH OF
THE TRANSACTION DOCUMENTS AND THE CONSTRUCTION, INTERPRETATION AND ENFORCEMENT
THEREOF, AND THE RIGHTS OF THE PARTIES THERETO SHALL BE DETERMINED UNDER,
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF
ILLINOIS, WITHOUT REGARD TO THE CONFLICTS OF LAW RULES OF THE STATE IN WHICH
SUIT IS INITIATED PERTAINING TO THIS AGREEMENT. FURTHER, THE CONTRACTOR AND THE
MANUFACTURER AGREE THAT ANY SUIT, ACTION, OR PROCEEDING ARISING OUT OF OR
RELATING TO THE TRANSACTION DOCUMENTS OR ANY TRANSACTION CONTEMPLATED THEREBY,
SHALL BE INSTITUTED IN THE UNITED STATES DISTRICT COURT FOR THE NORTHERN
DISTRICT OF ILLINOIS, EASTERN DIVISION, OR ANY COURT OF THE STATE OF ILLINOIS
LOCATED IN COOK COUNTY, AND EACH PARTY IRREVOCABLY SUBMITS AND CONSENTS TO THE
JURISDICTION OF THOSE COURTS AND WAIVES ANY AND ALL OBJECTIONS TO JURISDICTION
OR VENUE THAT ANY SUCH PARTY MAY HAVE UNDER THE LAWS OF THE STATE OF ILLINOIS OR
OTHERWISE IN THOSE COURTS IN ANY SUCH SUIT, ACTION, OR PROCEEDING. FURTHER, TO
THE EXTENT PERMITTED BY LAW, SERVICE OF PROCESS SUFFICIENT FOR PERSONAL
JURISDICTION IN ANY ACTION AGAINST THE MANUFACTURER MAY BE MADE BY REGISTERED OR
CERTIFIED MAIL, RETURN RECEIPT REQUESTED, AND BY FEDERAL EXPRESS OR OTHER
REPUTABLE OVERNIGHT COURIER, TO ITS ADDRESS FOR NOTICE AS PROVIDED IN THIS
AGREEMENT. MANUFACTURER AGREES THAT ANY FINAL JUDGMENT RENDERED AGAINST IT IN
ANY ACTION OR PROCEEDING SHALL BE CONCLUSIVE AS TO THE SUBJECT OF SUCH FINAL
JUDGMENT AND MAY BE ENFORCED IN OTHER JURISDICTIONS IN ANY MANNER PROVIDED BY
LAW.

         (b) WAIVER OF RIGHT TO JURY TRIAL. MANUFACTURER AND CONTRACTOR
ACKNOWLEDGE AND AGREE THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT,
ANY OTHER AGREEMENT RELATED HERETO OR WITH RESPECT TO THE TRANSACTIONS
CONTEMPLATED HEREBY OR THEREBY WOULD BE BASED UPON DIFFICULT AND COMPLEX ISSUES,
AND THEREFORE, THE PARTIES AGREE THAT ANY COURT PROCEEDING ARISING OUT OF ANY
SUCH CONTROVERSY WILL BE TRIED IN A COURT OF COMPETENT JURISDICTION BY A JUDGE
SITTING WITHOUT A JURY.

                                       15



         (c) Notices. All notices required or permitted pursuant to this
Agreement shall be in writing and either personally delivered, sent by facsimile
transmission (provided evidence of transmission is maintained and the original
of the transmittal notice is sent by U.S. mail), or Federal Express or similar
overnight delivery service, addressed to the respective addresses or facsimile
number of the parties set forth on the last page of this Agreement, or at such
telephone numbers or other addresses as have from time to time been designated
by like notice. Notices given in the manner prescribed herein shall be deemed
given on the date sent or transmitted (as the case may be).

         (d) Severability. The paragraphs of this Agreement are severable, and
in the event that any paragraph or portion of this Agreement is declared illegal
or unenforceable, the remainder of this Agreement will be effective and binding
upon the parties.

         (e) Opinion of Counsel. It is an express condition to the closing of
the transactions contemplated by this Agreement that the Manufacturer cause to
be delivered to the Contractor an opinion of Manufacturer's counsel which is
satisfactory to Contractor.

         (f) Waiver; Entire Agreement. This Agreement contains the entire
understanding of the parties with respect to the subject matter hereof, and
supersedes all prior oral or written agreements, understandings, or
arrangements. No waiver of or modifications to the provisions of this Agreement
will be valid unless in writing and signed by all parties. This Agreement shall
be binding upon and inure to the benefit of the parties hereto, their
successors, assigns and legal representatives.

         (g) Assignment. Manufacturer may not transfer or assign its rights or
obligations hereunder without the prior written consent of the Contractor, and
any attempted transfer or assignment shall be null and void.

         (h) Performance. Time is of the essence under this Agreement.

         (i) Further Assurances. From and after the date hereof, each party will
execute all documents and take such further actions as the other may from time
to time reasonably request in order to carry out the transactions provided for
herein and accomplish the purposes contemplated hereby.

         (i) Publication. Contractor shall have the right to publicize (by
"tombstone" or comparable publication) the Purchase Order Assignment Program
evidenced hereby (including the date and size of the facility but not the
specific terms hereof).

         (j) Counterparts; Facsimile Delivery. This Agreement may be executed in
one or more counterparts, each of which taken together shall constitute one and
the same instrument, admissible into evidence. Delivery of an executed
counterpart of this Agreement by facsimile shall be equally as effective as
delivery of a manually executed counterpart of this Agreement. Any party
delivering an executed counterpart of this Agreement by facsimile shall also
deliver a manually executed counterpart of this Agreement, but the failure to
deliver a manually executed counterpart shall not affect the validity,
enforceability, and binding effect of this Agreement.


                                       16



         This Agreement has been signed at Northbrook, Illinois on the day and
year first above written.









CONTRACTOR:                                     MANUFACTURER;

TRANSCAP TRADE                                  MAJESCO SALES, INC.
FINANCE


By: /s/ Michael Sear                            By: /s/ Jesse Sutton
    -----------------------------------------      -----------------------------
    Michael Sear, Executive Vice President,        Title: President
    Transcap Associates, Inc., general
    partner


Address:    900 Skokie Blvd. #210               Address:  160 Raritan Center Pkwy
            Northbrook, IL 60062                          Edison, New Jersey 08837
Facsimile:  847-753-9090                        Facsimile:



                                       17



                                   EXHIBIT A

                       PURCHASE ORDER PACKAGE CERTIFICATE


         This Certificate is executed
by___________________________________________________________________ , who is
the ______________________________________________________of MAJESCO SALES,
INC., a New Jersey corporation ("Manufacturer"), in connection with the Master
Purchase Order Agreement dated___________________________________, 2000, (the
"Agreement") with TRANSCAP TRADE FINANCE ("Contractor").

         The undersigned certifies to Contractor that all of the information
contained in this Certificate is true, complete and accurate and is furnished to
Contractor to induce Contractor to purchase Materials in accordance with the
Agreement:

         1. Customer Information

              (a)  Attached is a purchase order number _______ dated __________,
                   2000 in the total amount of $________________ (the "Purchase
                   Order") from the following customer ("Customer"), or
                   Manufacturer has received a bona fide indication of interest
                   from the following Customer.

                        Name:
                        Address:


                        Person in charge:
                        Phone Number:

              (b)  Attached is a true and complete credit history, payment
                   history and credit report on the Customer; or, in lieu
                   thereof, ___________________  approval or accepted letter of
                   credit.

              (c)  The Purchase Order is (check one):

                   [ ] Assignable to Contractor by Manufacturer without
                       Customer's consent; or

                   [ ] Not assignable without Customer's consent, but attached
                       is the consent of the Customer to assignment to Contractor;

                   [ ] Not assignable, but the proceeds of the Purchase Order
                       are assignable; or



                                       A-1







                   [ ] Manufacturer has received indication of interest only.

2. Product Information

   (a) Original (or a true, accurate and complete copy of) Purchase Order -
       attached.


   (b) Identification of "Product(s)":

          ----------------------------------------------------------------------

          ----------------------------------------------------------------------

          ----------------------------------------------------------------------

   (c) Quantity of Product Ordered:

          ----------------------------------------------------------------------

          ----------------------------------------------------------------------

          ----------------------------------------------------------------------

   (d) Specifications of Product:

          ----------------------------------------------------------------------

          ----------------------------------------------------------------------

          ----------------------------------------------------------------------

3. Price and Delivery Information

   (a) Aggregate Purchase Order Price:
                                       -----------------------------------------

   (b) Price per Unit of Product:
                                 -----------------------------------------------

   (c) Delivery Date ("P.O. Delivery Date")
                                           -------------------------------------

   (d) Terms as to liability for shipping cost, insurance, "process and hold",
       risk of loss, etc.:

          ----------------------------------------------------------------------

          ----------------------------------------------------------------------

          ----------------------------------------------------------------------

4. Materials Information

       Attached is an exhibit detailing: (a) the quantity and quality
       specifications for all Materials needed to complete the Purchase Order
       ("Materials"); (b) the name,


                                       A-2



       address, contact person and phone number of each person from whom the
       Materials may be purchased; and (c) confirmed current pricing and
       delivery date(s) ("Material Delivery Date(s)") for all of the Material
       and a copy of the applicable Purchase Orders.

5. Production Information

   (a) The manufacturing/distributing facility at which the Product will be
        manufactured/distributed (the "Premises"):

          ----------------------------------------------------------------------

          ----------------------------------------------------------------------

          ----------------------------------------------------------------------

   (b) Brief description of production processes and requirements:

          ----------------------------------------------------------------------

          ----------------------------------------------------------------------

          ----------------------------------------------------------------------

   (c) Cost of Production:
                          ------------------------------------------------------


   (d) Units of Product per day:
                                ------------------------------------------------

   (e) Duration of production run to manufacture Product for the Purchase
       Order:
             -----------------------------------


6. Gross Margin

       Here is the computation of Projected Net Gross Margin before
       depreciation, including, without limitation, projections of the cost of
       Materials and Manufacturer's Direct Costs:


7. Assignment of Purchase Order


       Attached is an Assignment of the Purchase Order, duly executed by
       authorized officers of Manufacturer.




                                      A-3




8. Lender Consent (check one):

   [ ] None of the Materials, work-in-process or inventory is subject to a
       security interest; or

   [ ] If any of the Materials, work-in-process or inventory of Manufacturer are
       subject to a security interest, attached is the written consent and
       release of each holder of a security interest, in form previously
       approved by Contractor.


Dated:_______________________, 2000


MAJESCO SALES, INC.



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



                                       A-4





                             EXHIBIT A (continued)

                    ACCEPTANCE OF PURCHASE ORDER CERTIFICATE


         The foregoing Purchase Order Certificate, as prepared and delivered by
Manufacturer, is hereby accepted and approved.


                             TRANSCAP TRADE FINANCE

                             By:
                                ---------------------------------



Dated:
      ---------------------------------













                                       A-5





                              EXHIBIT A (continued)

                          ASSIGNMENT OF PURCHASE ORDER


         FOR VALUE RECEIVED, MAJESCO SALES, INC., a New Jersey corporation
("Assignor") hereby assigns, transfers and delivers to TRANSCAP TRADE FINANCE
("Assignee") all of Assignor's right, title and interest in, to and under that
certain Purchase Order, identified as follows, for the purposes, and pursuant to
the terms and conditions of that certain Master Purchase Order Purchase
Agreement, dated __________________ , 2000, between Assignor and Assignee:


        Assignor's P.O. No.:
                            --------------------------------

        Customer Name:
                      --------------------------------------

        P.O. Date:
                  ------------------------------------------


MAJESCO SALES, INC.



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



                                       A-6


                                    EXHIBIT B

                          MANUFACTURER'S SPECIFICATIONS

         The following are performance specifications, obligations, and
covenants (collectively the "Manufacturer's Specifications") required of
Manufacturer in connection with its obligations under the Purchase Order
Assignment Agreement to which this Exhibit is attached:

         1. To deliver to each Customer a Purchase Order Acknowledgement on such
form as Contractor may accept directing that payment of each P.O. Invoice be
made to Contractor or the Lock Box Bank (if any).

         2. To cooperate with Contractor concerning Contractor's placement of
orders for Materials.

         3. To notify Contractor immediately upon the receipt of Materials at
the Premises. Upon such delivery, to inspect the quality and quantity of
Materials and to notify Contractor of any deficiencies.

         4. To permit Contractor's representative access to the Premises at all
times for the purpose of inspecting, safeguarding, and otherwise observing and
overseeing the storage of Materials and Products and the processing of Materials
into Products.

         5. To take all actions necessary for the conversion of Materials into
Products and the shipment thereof to Customers in accordance with Accepted
P.O.'s, including without limitation, manufacturing, processing, packaging,
shipping, warehousing, fabricating and insuring Materials and Products in
accordance with the specifications set forth in the applicable Accepted P.O.,
and to deliver the same to the Customer on or before the P.O. Delivery Date.

         6. To maintain and supply sufficient quantity and quality of equipment,
materials, labor and facilities (other than Materials) in order to perform each
of its obligations described in this Exhibit "B".

         7. To maintain all inventories of Materials and Products in such
segregated locations upon the Premises as the Contractor may approve; to
properly identify such Materials and Products as being the property of the
Contractor and further identify the same by the P.O. and the Customer for which
such Materials or Products relate; and to implement such commercially
reasonable security procedures and devices as Contractor may require for the
preservation and segregation of Materials and Products, including without
limitation, the construction and maintenance of secured cages and storage rooms
for such Materials and Products. To not ship or otherwise release any Materials
or Products except with the prior written consent of the Contractor.


                                       B-1





         8. To ship all P.O. Inventory by such date, by such means, and under
such terms as required pursuant to the applicable P.O. and to deliver the P.O.
Inventory on or before the P.O. Delivery Date. Manufacturer shall further
provide Contractor with written notice of each shipment of P.O. Inventory
immediately following shipment thereof.

         9. To prepare and deliver to the Contractor each P.O. Invoice
immediately following shipment of the P.O. Inventory.

         10. To fully insure in the name of the Manufacturer and the Contractor
all P.O. Inventory during shipment to Customers in amounts, with carriers and on
terms and conditions acceptable to Contractor.

         11. To direct all Customers to make payment with respect to a P.O.
Invoice to the Contractor or the Lock Box (if any) and to take no actions and
make no statements which direct (or have the effect of causing) any P.O.
Customer to make any payment with respect to any P.O. Invoice to anyone other
than the Contractor or the Lock Box.

         12. To not accept any payment (including rebates, set-offs, and other
Customer adjustments) with respect to any P.O. Invoice other than through the
Contractor or the Lock Box.

         13. To receive and hold in trust for the sole and exclusive benefit of
Contractor all sums and instruments representing payment of any P.O. Invoice and
all proceeds which for any reason come into the possession of Manufacturer, its
agents, representatives or any other party acting on behalf of Manufacturer, and
promptly to deliver or cause delivery of such sums to the Contractor.

         14. To maintain in the name of Manufacturer and Contractor general
comprehensive liability insurance, with extended coverage and coverage against
theft and product liability and such other insurance and coverages as may be
commercially reasonable with exclusions, with carriers, and on terms and
conditions that may be acceptable to Contractor in its sole discretion.

         15. To deliver to Contractor a list of unpaid accounts receivable
relating to P.O. Invoices as of last day of the preceding calendar month, such
list to be delivered by the 10th day of the next succeeding month and certified
as complete and accurate by a duly authorized officer of Manufacturer.

         16. To not pledge any of its assets or cause or permit any lien or
security interest to be taken in any of its assets, except such liens as are
described on Exhibit "D" of this Agreement or are otherwise approved by
Contractor.

         17. To provide Contractor with written notice immediately upon (i) the
filing or threat of filing of a bankruptcy petition by or against Manufacturer,
(ii) the initiation of foreclosure proceedings or other similar action against
Manufacturer or any of its assets, (iii) a request or demand made upon
Manufacturer to make, or for any reason Manufacturer makes, an assignment for
the benefit of its




                                       B-2





creditors, or (iv) Manufacturer becomes unable to pay its bills in the ordinary
course of business as they become due.

         18. To immediately notify Contractor of any pending or threatened
litigation, administrative proceeding, arbitration, or governmental
investigation concerning or relating to Manufacturer or any goods, services or
assets that are the subject of an Accepted P.O. or are pledged as collateral
pursuant to the Security Agreement.





















                                       B-3





                                    EXHIBIT C

                   RE-ASSIGNMENT AND RELEASE OF PURCHASE ORDER

         UPON AND SUBJECT TO PAYMENT OF the sum of $_____________ on or before
_______________, _______ ("Payment Date"), TRANSCAP TRADE FINANCE ("Assignor")
hereby assigns, transfers and delivers to MAJESCO SALES, INC. ("Assignee") all
of Assignor's right, title and interest in, to and under that certain Purchase
Order identified below, and hereby releases any claims in or with respect to
such Purchase Order. If payment is made after the Payment Date, such assignment
and release shall require payment of $______________________ for each day after
the Payment Date during which payment is not received. The applicable Purchase
Order is:

         P.O. Invoice No.:
                            ---------------------
         Customer Name:
                            ---------------------
         P.O. Invoice Date:
                            ---------------------

         This Assignment shall become effective immediately upon receipt of good
funds in the amount described above.

                                            TRANSCAP TRADE FINANCE


                                            By:
                                               ------------------------------

          Dated:
                ------------------------------

                                   ACCEPTANCE

         MAJESCO SALES, INC., a New Jersey corporation ("Assignee"), hereby
accepts the foregoing assignment of Purchase Order, and covenants and agrees to
fully perform all obligations with respect thereto and hereby releases Assignor
from responsibility for the performance of any such obligations whether required
before, on or after the date of this Acceptance. Assignee hereby authorizes
[Account Receivable Lender] to transfer the amount set forth above to Assignor
per Assignor's instructions.


Dated:
      -------------------------

MAJESCO SALES, INC

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


                                       C-1







                                    EXHIBIT D

                     EXCEPTIONS TO CONTRACTOR'S SENIOR LIEN

Rosenthal & Rosenthal













                                       D-1


                                   EXHIBIT E

                            PENDING LITIGATION, ETC.







                                       E-1


                                   ADDENDUM I

The Accounts Receivable Lender is:

Rosenthal & Rosenthal









The Senior Lenders other than the Accounts Receivable Lender are:
















                                   ADDENDUM II

In this Agreement:

         (a)  The "Lock Box Bank" is:

                              AMERICAN NATIONAL BANK
                              DEPT. 77-6132
                              CHICAGO, IL 60678-6132

         (b)  The "Lock Box" is maintained in LOCK BOX ACCOUNT NO. 77-6132 at
              the Lock Box Bank.




                                  ADDENDUM III



The Guarantors pursuant to this Agreement are:

Jesse Sutton
Joe Sutton
Morris Sutton
Adam Sutton
Sarah Sutton

EX-10.6

                            SIXTH AMENDMENT TO MASTER
                       PURCHASE ORDER ASSIGNMENT AGREEMENT

         This Sixth Amendment to that certain Master Purchase Order Assignment
Agreement (the "Amendment") is made as of the 12th day of September, 2003 and
is by and between TRANSCAP TRADE FINANCE LLC, an Illinois limited liability
company (and the successor in interest to Transcap Trade Finance, and Illinois
general partnership) (the "Contractor") and MAJESCO SALES, INC., a New Jersey
corporation (the "Manufacturer").

                                   WITNESSETH:

         WHEREAS, the Contractor and the Manufacturer are parties to that
certain Master Purchase Order Assignment Agreement dates as of July 21, 2000 as
amended (the "Purchase Order Agreement");

         WHEREAS, the Contractor and the Manufacturer desire to increase the
aggregate outstanding of the Purchase Order Agreement, subject to the terms and
conditions set forth herein;

         NOW, THEREFORE, in consideration of the premises and other
consideration, the receipt and sufficiency of which is hereby acknowledged by
each of the Contractor and the Manufacturer, the parties hereto hereby agree as
follows:

         1. The "$10,000,000" amount set forth in paragraph 3(b)(iv) of the
Purchase Order Agreement is replaced with the following phrase "$10,000,000
(increased to $12,000,000 between September 15, 2003 and December 15, 2003)".

         2. Except as expressly set forth above, the Purchase Order Agreement
has been modified in a manner satisfactory to each of the undersigned and each
of the other agreements, instruments and document heretofore executed and
delivered in connection therewith shall remain unmodified and in full force and
effect.

         3. This Amendment will not be effective until each of the persons set
forth on Addendum III of the Purchase Order Agreement shall have executed an
acknowledgement to the Guaranty previously executed by such persons, in form and
substance satisfactory to Contractor.

         4. This Amendment may be executed in two or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same agreement. Delivery of an executed counterpart of this
Amendment by facsimile shall be equally as effective as delivery of a manually
executed counterpart of this Amendment. Any party delivering an executed
counterpart of this Amendment by facsimile shall also deliver a manually
executed counterpart of this Amendment, but the failure to deliver a manually
executed counterpart shall not affect the validity, enforceability, and binding
effect of this Amendment.



         IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first written above.


TRANSCAP TRADE FINANCE LLC


By: /s/ Michael Sear
    --------------------------------------
    Its: Executive Vice President

MAJESCO SALES, INC.


By: /s/ Jesse Sutton
    --------------------------------------
    Its:President

                                        2


                          ACKNOWLEDGEMENT OF GUARANTORS


Each of the undersigned hereby acknowledges receiving and reviewing that certain
Sixth Amendment to that certain Master Purchase Order Assignment Agreement (the
"Amendment"). Each of the undersigned, by its execution hereof, hereby agrees
that the Guaranty previously executed by him or her shall remain in full force
and effect and that all references in said Guaranty to the Master Purchase Order
Assignment Agreement shall be deemed to refer to the Master Purchase Order
Assignment Agreement as amended by the Amendment.


September 12, 2003


                                       ---------------------------------------
                                       Jesse Sutton


                                       ---------------------------------------
                                       Joe Sutton


                                       ---------------------------------------
                                       Adam Sutton


                                       ---------------------------------------
                                       Morris Sutton

EX-10.7

                                SEVENTH AMENDMENT
                                       TO
                              MASTER PURCHASE ORDER
                              ASSIGNMENT AGREEMENT

         This Seventh Amendment to that certain Master Purchase Order Assignment
Agreement (the "Amendment") is made as of the 16th day of October, 2003, between
TRANSCAP TRADE FINANCE LLC, an Illinois limited liability company (and the
successor in interest to Transcap Trade Finance, and Illinois general
partnership) (the "Contractor") and MAJESCO SALES, INC., a New Jersey
corporation (the "Manufacturer").

                                   WITNESSETH:

         WHEREAS, the Contractor and the Manufacturer are parties to that
certain Master Purchase Order Assignment Agreement dated as of July 21, 2000, as
heretofore amended (the "Assignment Agreement");

         WHEREAS, the Manufacturer and Vivendi Universal Publishing
International, S.A. ("Vivendi") are parties to that certain License Distribution
Agreement dated May 18, 2002, as heretofore amended (the "License Agreement"),
pursuant to which, among other things, Vivendi has become obligated to make
certain royalty payments to the Manufacturer;

         WHEREAS, As additional security for the obligations of the Manufacturer
owing to the Contractor under the Assignment Agreement, the Manufacturer has
assigned to Contractor all of the royalty payments made to Manufacturer under
the License Agreement.

         WHEREAS, Manufacturer and Vivendi have agreed that royalty payments
payable to Manufacturer under Addendum 2 of the License Agreement will be paid
in Euros; and

         WHEREAS, the Contractor and the Manufacturer desire to further amend
the Assignment Agreement as set forth herein;

         NOW, THEREFORE, in consideration of the premises and other
consideration, the receipt and sufficiency of which is hereby acknowledged by
each of the Contractor and the Manufacturer, the parties hereto hereby agree as
follows:

         1. Amendment to Certain Definition Contained in the Assignment
Agreement. In addition to, and not in lieu of, the definitions contained in the
Assignment Agreement, the following terms are defined as set forth below with
respect to the License Agreement:

         (a) "P.O. PRICE" shall mean the aggregate amount of the Royalty.

         (b) "P.O. PROCEEDS" shall mean any payment of the Royalty actually made
         by Vivendi to or on behalf of the Manufacturer.

         2. Payments to Contractor. Manufacturer shall cause Vivendi to pay the
P.O. Price by wire transfer to Contractor at Bank One, ABA #071000013, Account #
644426488 or as from time to time hereafter directed by Contractor. All such
payments shall be made in Euros.



         3. Conversion of Euros into US Dollars. Contemporaneously with the
execution and delivery of this Agreement, Contractor shall enter into an
agreement with Bank One, Chicago, Illinois (the "Currency Agreement"), pursuant
to which, among other things, Bank One will accept payments of the P.O. Price
made in Euros, and will exchange those Euros for US Dollars at an exchange rate
as determined in accordance with the Currency Agreement as follows: the first
Three Hundred and Seventy Thousand Euros ((euro)370,000) deliveries between
April 1, 2004 and June 30, 2004 will be at rate per euro of $1.1590, the first
Three Million Five Hundred and Sixty-Eight Thousand Euros ((euro)3,568,000) Euro
deliveries between January 4, 2005 and March 31, 2005 will be at rate per euro
of $1.1535. Under the Currency Agreement, any amount of Euros in excess of the
foregoing amounts will be at the prevailing rate at the time of delivery. Under
the Currency Agreement, Contractor is obligated to deliver not less than Three
Hundred and Seventy Thousand Euros ((euro)370,000) to Bank One between April 1,
2004 and June 30, 2004, and three Million Five Hundred and Sixty-Eight Thousand
Euros ((euro)3,568,000) between January 4, 2005 and March 31, 2005.

         4. Fee Payable to Contractor. Manufacturer shall pay Contractor a fee
in the amount of US Forty-Eight Thousand Dollars (US$48,000) out of the proceeds
of the Euros. In addition, if Vivendi delivers P.O. Proceeds of less than Three
Hundred and Seventy Thousand Euros ((euro)370,000) to Bank One between April 1,
2004 and June 30, 2004 and Three Million Five Hundred and Sixty-Eight Thousand
Euros ((euro)3,568,000) between January 4, 2005 and March 31, 2005, Manufacturer
shall pay to Contractor on demand an amount equal to the amount payable by
Contractor to Bank One as a result of the failure to deposit at least Three
Hundred and Seventy Thousand Euros ((euro)370,000) to Bank One between April 1,
2004 and June 30, 2004 and Three Million Five Hundred and Sixty-Eight Thousand
Euros ((euro)3,568,000) between January 4, 2005 and March 31, 2005. In the event
that the Euros are delivered before the time period scheduled in this Agreement,
Contractor will request Bank One to accept such early delivery and minimize any
loss that may occur by taking early delivery.

         5. Amendment. This Amendment constitutes an amendment to the Assignment
Agreement, and except to the extent inconsistent herewith, the parties do hereby
reconfirm the Assignment Agreement in its entirety.

         6. Effectiveness of Amendment. This Amendment will not be effective
until each of the persons set forth on Addendum III of the Assignment Agreement
shall have executed an acknowledgment to the Guaranty previously executed by
such persons, in form and substance satisfactory to Contractor.

         7. Counterparts. This Amendment may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same agreement. Delivery of an executed
counterpart of this Amendment by facsimile shall be equally as effective as
delivery of a manually executed, counterpart of this Amendment. Any party
delivering an executed counterpart of this Amendment by facsimile shall also
deliver a manually executed counterpart of this Amendment, but the failure to
deliver a manually executed counterpart shall not affect the validity,
enforceability, and binding effect of this Amendment.

         IN WITNESS WHEREOF, the parties hereto have executed this Amendment as
of the date first written above.

                                        2


By:      Transcap Associates, Inc.
         One of its members


By:      /s/ Michael Sear
         --------------------------------------------
Title:
         --------------------------------------------


MAJESCO SALES, INC.


By:      /s/ Jesse Sutton
         --------------------------------------------
Name:
         --------------------------------------------
Title:
         --------------------------------------------

                                        3


                          ACKNOWLEDGMENT OF GUARANTORS

Each of the undersigned hereby acknowledges receiving and reviewing that certain
Seventh Amendment to that certain Master Purchase Order Assignment Agreement
(the "Amendment"). Each of the undersigned, by its execution hereof, hereby
agrees that the Guaranty previously executed by him or her shall remain in full
force and effect and that all references in said Guaranty to the Master Purchase
Order Assignment Agreement shall be deemed to refer to the Master Purchase Order
Assignment Agreement as amended by the Amendment.


Dated:  October 16, 2003
        ----------------


                                       -----------------------------------------
                                       Jesse Sutton


                                       -----------------------------------------
                                       Joe Sutton


                                       -----------------------------------------
                                       Adam Sutton


                                       -----------------------------------------
                                       Morris Sutton

                                        4

EX-10.8

                               EIGHTH AMENDMENT TO
                   MASTER PURCHASE ORDER ASSIGNMENT AGREEMENT

         This Eighth Amendment to that certain Master Purchase Order Assignment
Agreement (the "Amendment") is made as of the 14th day of April, 2004 and is by
and between TRANSCAP TRADE FINANCE LLC, an Illinois limited liability company
(and the successor in interest to Transcap Trade Finance, an Illinois general
partnership) (the "Contractor") and MAJESCO SALES, INC., a New Jersey
corporation (the "Manufacturer").

                                   WITNESSETH:

         WHEREAS, the Contractor and the Manufacturer are parties to that
certain Master Purchase Order Assignment Agreement dated as of July 21, 2000 as
Amended (the "Purchase Order Agreement");

         WHEREAS, the Contractor and the Manufacturer desire to decrease the
aggregate outstanding and Minimum Volume of the Purchase Order Agreement,
subject to the terms and conditions set forth herein;

         NOW, THEREFORE, in consideration of the premises and other
consideration, the receipt and sufficiency of which is hereby acknowledged by
each of the Contractor and the Manufacturer, the parties hereto hereby agree as
follows:

         1. The "$10,000,000" amount set forth in paragraph 3(b)(iv) of the
Purchase Order Agreement is replaced with "$1,955,000 (increased to $10,000,000
between April 1, 2004 and December 31, 2004)";

         2. Minimum Volume as defined within subsection 1(j) of the Purchase
Order Agreement shall be increased to $5,865,000.

         3. Product Volume from any Accepted P.O. will not be included in the
calculation for determining Minimum Volume during any period that the aggregate
outstanding funding pursuant to the Purchase Order Agreement exceeds $1,955,000.

         4. Section 6 of the Purchase Order Agreement is hereby amended and
restated in its entirety as follows:

              6(a) Subject to the provisions of this Section 6, Manufacturer
shall pay Contractor a Commitment Fee in consideration of Contractor's
commitment to reserve and have available sufficient funds to purchase Materials
for Product Volume in amounts equal to or exceeding the Minimum Volume as
contemplated by the Purchase Order Agreement. The Commitment Fee shall be in the
sum of $193,550 and shall be paid by Manufacturer on the earlier March 31, 2005
or the date of termination of the Purchase Order Agreement. In the event that
the term of the Purchase Order Agreement is renewed for one or more additional
twelve (12) month renewal terms, for such renewal, Manufacturer shall pay
Contractor a Commitment Fee in



the sum of $193,550, which shall be paid by Manufacturer on the earlier of
twelve (12) months following the date of the renewal of the Purchase Order
Agreement or the date of termination of the Purchase Order Agreement. The
Commitment Fee for the Extension Period of this Agreement is deemed by the
parties to have been earned by Contractor upon the signing of this Agreement, as
of which date Contractor has reserved the requisite funds. The Commitment Fee
for each subsequent term of the Purchase Order Agreement is deemed by the
parties to have been earned by Contractor upon each renewal date of the Purchase
Order Agreement, as of which date Contractor will have reserved the requisite
funds.

              6(b) Notwithstanding the provisions of subsection 6(a) above, all
or a portion of the Commitment Fee payable hereunder shall be waived in
accordance with the provisions of this subsection 6(b). If Product Volume for
the period from April 1, 2004 to March 31, 2005 or any renewal term equals or
exceeds the Minimum Volume, the entire Commitment Fee for such term shall be
waived by Contractor. If Product Volume for the period from April 1, 2004 to
March 31, 2005 or any renewal term as of the due date for payment of the
Commitment Fee for such term does not equal or exceed the Minimum Volume, a
portion of the Commitment Fee for such term does not equal or exceed the Minimum
Volume, a portion of the Commitment Fee equal to the ratio of Product Volume
over Minimum Volume shall be waived.

         5. Except as expressly set forth above, the Purchase Order Agreement
has been modified in a manner satisfactory to each of the undersigned and each
of the other agreements, instruments and document heretofore executed and
delivered in connection therewith shall remain unmodified are in full force and
effect.

         6. This Amendment will not be effective until each of the persons set
forth on Addendum III of the Purchase Order Agreement shall have executed an
acknowledgement to the Guaranty previously executed by such persons, in form and
substance satisfactory to Contractor.

         7. This Amendment may be executed in two (2) or more counterparts and
it shall not be necessary that the signature of all parties be contained on any
one counterpart. Each counterpart shall be deemed an original but all of which
together shall constitute one and the same instrument. An executed facsimile of
this Agreement shall be deemed to be a valid and binding agreement between the
parties hereto.

                                       2


         IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first written above.


TRANSCAP TRADE FINANCE


By: /s/ Michael Sear
   ----------------------------------------------------
     Its: Executive Vice President
          Transcap Associates, Inc., General Partner

MAJESCO SALES, INC.


By: /s/ Jesse Sutton
   ----------------------------------------------------
    Its:



                          ACKNOWLEDGEMENT OF GUARANTORS


Each of the undersigned hereby acknowledges receiving and reviewing that certain
Eighth Amendment to that certain Master Purchase Order Assignment Agreement (the
"Amendment"). Each of the undersigned, by its execution hereof, hereby agrees
that the Guaranty previously executed by him or her shall remain in full force
and effect and that all references in said Guaranty to the Master Purchase Order
Assignment Agreement shall be deemed to refer to the Master Purchase Order
Assignment Agreement as amended by the Amendment.


April 14, 2004


                                       ----------------------------------------
                                       Jesse Sutton


                                       ----------------------------------------
                                       Joe Sutton


                                       ----------------------------------------
                                       Adam Sutton


                                       ----------------------------------------
                                       Morris Sutton

EX-10.9

                          GUARANTY AND PLEDGE AGREEMENT


         This Guaranty and Pledge Agreement (the "Agreement") is made on the
21st day of July, 2000, among the persons whose names are set forth at the end
of this Agreement (collectively the "Guarantors"), and TRANSCAP TRADE FINANCE,
an Illinois general partnership (the "Contractor"), as follows:

BACKGROUND OF AGREEMENT:

A.       The Contractor and MAJESCO SALES, INC., a New Jersey corporation (the
         "Manufacturer"), have on this day entered into a Master Purchase Order
         Assignment Agreement (the "Assignment Agreement") under the terms of
         which the Manufacturer will assign customer purchase orders to the
         Contractor and request the Contractor to purchase the required
         materials to fulfill such purchase orders; the Contractor will retain
         the Manufacturer to manufacture, process and ship ordered goods; and
         fees will be paid to the Contractor and the Manufacturer for their
         services thereunder.

B.       Each of the Guarantors has a substantial financial stake in the
         Manufacturer and will substantially benefit from the performance by
         Contractor of its obligations under the Assignment Agreement.

C.       The execution of this Agreement is an express condition to the
         consummation of the transactions contemplated by the Assignment
         Agreement and the Contractor is unwilling to enter into or perform in
         accordance with the Assignment Agreement in the absence of the
         execution of this Agreement.

         THEREFORE, in consideration of the services to be performed, the
payments to be made, and the obligations to be assumed by the Contractor
pursuant to the Assignment Agreement, and further as an inducement to the
Contractor to enter into and perform in accordance with the Assignment
Agreement, the Guarantors hereby agree as follows:

         1. DEFINITIONS. In this Agreement, the following frequently used terms
are defined as set forth in this (paragraph) 1:

         (a) Any terms used in this Agreement which are defined in the
Assignment Agreement will have the same meaning herein as is ascribed to such
term in the Assignment Agreement.

         (b) The "Contract Documents" are, collectively, the Assignment
Agreement, the Security Agreement and Financing Statement between the Contractor
and the Manufacturer dated this day, the Subordination Agreement between the
Contractor, the Manufacturer, and the Senior Lender dated this day, and this
Agreement.

         (c) The "Obligations" mean all of the obligations of the Manufacturer
and each of the Guarantors pursuant to the Contract Documents.






         (d) The term "Guarantors" means all of the undersigned, jointly and
severally; and the term "Guarantor" means each of the undersigned, individually
and collectively.

         (e) The "Securities" means the securities of the Manufacturer listed on
Schedule I attached to this Agreement and made a part hereof, together with all
other or additional securities to which any of the Guarantors (without
additional consideration) now are, or hereafter may be, entitled by virtue of
such Guarantor's ownership of any of the securities as a result of any corporate
reorganization, merger or consolidation, stock split, stock dividend, or
otherwise.

         (f) A "Default" means the occurrence of an event of default by the
Manufacturer pursuant to or in accordance with the provisions of any of the
Contract Documents or the failure of the Guarantors (or any of them) to perform
any covenant or agreement contained in this Agreement or if any representation
or warranty contained in this Agreement is found to have been untrue, incomplete
or misleading in any material respect when furnished.

         (g) The "Collateral" means all assets, property, and interests in
assets and property in which a security interest is granted and a pledge is made
by the Guarantors (or any of them) pursuant to (paragraph) 3 below.

         2. GUARANTY. The Guarantors, jointly and severally, unconditionally and
irrevocably, guaranty to Contractor the full and prompt payment and performance
when due, whether at maturity or earlier (by reason of acceleration) and at all
times thereafter, of all of the Obligations, and the undersigned further agree
to pay all costs and expenses including, without limitation, all court costs and
reasonable attorneys' fees and expenses paid or incurred by the Contractor in
endeavoring to collect all or any part of the Obligations from, or in
prosecuting any action against, Manufacturer or any of the Guarantors.

         3. PLEDGE OF SECURITIES. In addition, to secure the payment and
performance of the Obligations, the Guarantors each hereby grant to Contractor a
security interest in and hereby pledge and assign to Contractor the Securities,
with stock powers attached thereto all duly endorsed in blank, herewith
delivered to Contractor, and any and all dividends, distributions and other
proceeds thereof.

         4. TERMS AND CONDITIONS. (a) Subject to the provisions of the Contract
Documents, Contractor shall have the exclusive right to determine the
application of payments and credits, if any, received by Contractor from the
undersigned, the Manufacturer, the Senior Lender, and any Customer.

         (b) Contractor is authorized, without notice or demand, and without
affecting the liability of any of the Guarantors, from time to time to (i)
renew, extend, accelerate or otherwise change the time for payment or
performance of, or other terms relating to, the Obligations or any of them, or
otherwise modify, amend or change the terms of the Contract Documents or any of
them, or any other agreement, document or instrument now or hereafter executed
by the Manufacturer and delivered to Contractor; (ii) accept partial payments on
or performance of the Obligations; (iii) take and hold security or collateral
for the undersigned's Obligations under this Agreement, or any other



                                       2



guaranties of, or support or security agreement relating to, the Obligations and
exchange, enforce, waive and release any such security or collateral; (iv) apply
such security or collateral and direct the order or manner of sale as in its
sole discretion it may determine; and (v) settle, release, compromise, collect
or otherwise liquidate the Obligations and any security or collateral in any
manner, without affecting or impairing the Obligations of the undersigned.

         (c) At any time after a Default, Contractor may, at its discretion,
upon notice to the Guarantors and regardless of the acceptance of any security
or collateral for the payment, appropriate and apply toward the payment and
satisfaction of the Obligations (i) any indebtedness due or to become due from
Contractor to one or more of the Guarantors; and (ii) any monies, credits or
other property belonging to one or more of the Guarantors, at any time held by
Contractor on deposit or otherwise.

         (d) Contractor shall not be required to take any steps to preserve any
rights against prior parties (if any) to or in any of the Collateral or
Obligations.

         (e) Contractor may, but shall not be obligated to, and each of the
undersigned designates Contractor as attorney-in-fact to, contest, pay and/or
discharge all liens, encumbrances, taxes or assessments on, or claims, actions
or demands against any of the Collateral upon notice to, but without the consent
of the undersigned and to take all actions and proceedings in their name or in
the name of the Manufacturer or of any other appropriate person to remove or
contest such liens, encumbrances, claims, actions, demands, taxes or assessments
by litigation or otherwise. The undersigned agree to pay on demand all costs,
attorneys' fees, expenses, and all other stuns advanced or paid by Contractor
pursuant to this (paragraph) 4(e).

         (f) Contractor may, at its discretion, file one or more financing
statements, and in that respect to serve as the attorney-in-fact for each of
the undersigned for the purpose of executing such financing statements under the
Uniform Commercial Code, naming the Guarantors as debtor and Contractor as
secured party, and describing the types or items of Collateral. Contractor may
further serve as the attorney-in-fact for the Guarantors for the purpose of
executing any additional notices, affidavits or other documents as Contractor
may deem necessary to protect its security interest. The Guarantors agree to pay
on demand the amount of any and all filing fees and expenses which Contractor
deems necessary to incur to protect its interest in the Collateral.

         (g) Contractor shall exercise reasonable care in the custody and
preservation of the Collateral to the extent required by applicable statute, and
shall be deemed to have exercised reasonable care if it takes such action for
that purpose as the undersigned shall reasonably request in writing; but under
no circumstances shall any omission to comply with any such request of itself be
deemed a failure to exercise reasonable care. The undersigned agree to pay on
demand any cost or expense, including without limitation, attorneys' fees and
costs incurred by Contractor in the reasonable preservation of the Collateral.

         (h) The Guarantors consent and agree that Contractor shall be under no
obligation to marshall any assets against, or in payment of, any or all of the
Obligations. Guarantors further agree that to the extent that the Manufacturer
makes a payment(s) to Contractor, which payment(s) are

                                       3


subsequently invalidated, declared to be fraudulent or preferential, set aside
and/or required to be repaid to a trustee, receiver or any other party under any
bankruptcy act, state or federal law, common law or equitable cause, then to the
extent of such payment or repayment, the obligation intended to be satisfied
shall be renewed and continued in full force and effect as if said payment had
not been made, and the Guarantors shall, upon demand by Contractor, immediately
satisfy such obligation in full in accordance with the terms of this Agreement.
The Guarantors further agree that any and all claims of the Guarantors against
the Manufacturer or against its properties, arising by reason of any loan,
advance, investment or other payment by the undersigned to Contractor shall be
subordinate and subject in right of payment to the prior payment, in full, of
all sums due pursuant to the Obligations.

         (i) Each Guarantor assumes responsibility for keeping himself, herself
or itself informed of the financial condition of the Manufacturer and of all
other circumstances bearing upon the risk of Default. Contractor shall have no
duty to advise the Guarantors of information known to Contractor regarding such
condition or circumstances.

         (j) No delay on the part of Contractor in the exercise of any right or
remedy shall operate as a waiver or constitute a discharge of any of the
Guarantors' obligations under this Agreement, and no single or partial exercise
by Contractor of any right or remedy shall preclude the further exercise to any
extent; nor shall any modification or waiver of any of the provisions of this
Agreement be binding upon Contractor except as expressly set forth in a writing
duly signed and delivered by an authorized officer of Contractor. Contractor's
failure at any time to require strict performance by the Manufacturer or any
other party of any of the provisions, warranties, terms and conditions contained
in the Contract Documents shall not discharge any of the Guarantors' obligations
under this Agreement, nor shall it waive, affect or diminish any right of the
Contractor at any time to demand strict performance and such right shall not be
deemed to have been waived by any act or knowledge of Contractor unless such
waiver is contained in an instrument in writing, signed by an officer of
Contractor specifying such waiver. No waiver by Contractor of any default shall
operate as a waiver of either any other default or the same default on a future
occasion, and no action or inaction by Contractor including, without limitation,
Contractor's failure to take any steps to preserve its rights in the Collateral,
shall in any way affect or impair Contractor's rights or the obligations of the
Guarantors under this Agreement. The Guarantors agree that their obligations
under this Agreement will not be discharged except by complete performance of
all of the Obligations. Any determination by a court of competent jurisdiction
of the sums owing by the Manufacturer to Contractor shall be conclusive and
binding on the Guarantors irrespective of whether any of the Guarantors was a
party to the suit or action in which such determination was made.

         5. WARRANTIES AND REPRESENTATIONS. Each of the Guarantors, jointly and
severally, hereby represent and warrant to the Contractor that:

         (a) The execution, delivery, and performance by each Guarantor of this
Agreement will not violate any provision of law, any order of any court or other
agency of government, or any agreement or other instrument to which any of the
Guarantors is a party or by which any of the Guarantors is bound or be in
conflict with, result in a breach of or constitute (with due notice or lapse of
time, or both) a default under any such agreement or other instrument, or result
in the creation or



                                       4


imposition of any lien, charge, or encumbrance of any nature whatsoever upon any
of the property or assets of any Guarantor, except as contemplated by the
provisions of this Agreement;

         (b) This Agreement constitutes the legal, valid and binding obligation
of each of the Guarantors and is enforceable against each of the Guarantors in
accordance with the terms hereof;

         (c) As to such of the Collateral deposited with the Contractor on the
date hereof (i) the Guarantors are between them the legal and beneficial owners
of the Securities; (ii) the Securities are validly issued, fully paid and
non-assessable, and represent the percent of issued and outstanding shares of
stock of (or other interest in) the Manufacturer as set forth in Schedule I;
(iii) the securities transfer forms attached to the Certificates representing
such Collateral have been duly executed and delivered by each of the Guarantors
to Contractor; and (iv) none of the Collateral is subject to any security
interest, pledge, lien or other encumbrance or adverse claim of any nature
whatsoever.

         6. VOTING RIGHTS. Unless and until a Default hereunder shall have
occurred, each of the Guarantors shall be entitled to exercise all voting powers
pertaining to the portion of the Securities owned by such Guarantor for any
purposes not inconsistent with, or in violation of, the provisions of this
Agreement in all corporate matters except (unless Contractor consents thereto)
those related to any merger or consolidation of the Manufacturer, reorganization
of the Manufacturer, or mortgage, hypothecation, sale, or any other disposition
whatsoever by the Manufacturer of any of its material assets if such sale or
disposition shall decrease the net worth of the Manufacturer.

         7. DEFAULT. (a) Upon and during the continuance of any Default,
Contractor may, at its sole election: (i) proceed directly and at once, without
notice, against one or more of the Guarantors to collect and recover the full
amount or any portion of the Obligations, without first proceeding against the
Manufacturer or any other Guarantor, any collateral or any other party or any
other person, firm or corporation; (ii) with or without notice, transfer to or
register in the name of itself or its nominee any of the Securities, and whether
or not so transferred or registered, receive the income and dividends, including
stock dividends and rights to subscribe, and hold the same as a part of the
Collateral to secure the performance and payment of the Obligations, and/or
apply the same as provided in this Agreement; (iii) exchange any of the
Securities for other property upon the reorganization, recapitalization, or
other readjustment of the Manufacturer; and (iv) vote the Securities and
exercise or cause its nominee to exercise all or any powers with the same force
and effect as an absolute owner. All of the above rights and powers may be
exercised by Contractor without liability, except the obligation to account for
property actually received.

         (b) In addition to any other rights given by law and under this
Agreement, Contractor shall have the rights and remedies with respect to the
Collateral of a secured party under the Illinois Uniform Commercial Code
(whether or not that Code is in effect in the jurisdiction where the rights and
remedies are asserted) all of which remedies shall be cumulative, and none
exclusive, to the extent permitted by law. Contractor may sell or cause to be
sold, in one or more sales or parcels, at such price or prices as Contractor may
deem best, and for cash or on credit or for future delivery, without assumption
of any credit risk, all or any of the Collateral, at public or private sale,
without demand of performance but with notice to the undersigned, and the
purchaser of any or all of the


                                       5



Collateral so sold shall then hold the same absolutely, free from any claim or
right of any kind including (but not limited to) any equity of redemption of any
Guarantor. Any requirements of reasonable notice shall be met if such notice is
mailed, postage prepaid, to the Guarantors at the addresses set forth below at
least ten (10) days before the time of the sale or disposition. Any other
requirement of notice, demand or advertisement for sale is waived. Contractor
may, in its own name, or in the name of its designee, buy at any public or, if
permitted by law, any private sale, and, in lieu of the actual payment of the
purchase price, Contractor may set off the amount of such price against each
Guarantor's obligations hereunder. The undersigned, jointly and severally, will
pay to Contractor all expenses (including attorney's fees) of, or incident to,
the enforcement of any of the provisions of this Agreement.

         (c) Any right to set-off exercised by Contractor shall be deemed to
have been exercised immediately on the occurrence of a Default, even though such
set-off is made or entered on the books of Contractor at any subsequent time.

         (d) In view of the fact that federal and state securities laws may
impose certain restrictions on the method by which a sale of the Securities may
be effected, it is agreed that in the event of a Default, Contractor may from
time to lime attempt to sell all or any part of the Collateral by means of a
private placement, restricting the bidders and prospective purchasers to those
who will represent and agree that they are purchasing for investment only and
not for distribution. The undersigned agrees that acceptance by Contractor of
the highest offer after soliciting offers from two or more potential buyers
would be commercially reasonable.

         (e) Contractor, at any time and at its option, may apply all or any net
cash receipts from the sale of Collateral to the payment of the Obligations,
applying or reapplying, or distributing or allocating the same as it shall
elect, whether or not then due. In case of any sale by Contractor of any of the
Collateral on credit or for future delivery, the property sold may be retained
by Contractor until the selling price is paid by the purchaser, but Contractor
shall incur no liability in case of failure of the purchaser to take and pay for
the property so sold. In case of any such failure, the property so sold may be
again similarly sold.

         8. INDEMNIFICATION. The Guarantors will at all times, now and
hereafter, jointly and severally, indemnify and hold Contractor harmless from
and against all loss or damage arising in connection with this Agreement and
against all claims, liability, demands, actions or suits, and all liabilities,
payments, costs, charges and expenses including, but not limited to, attorneys'
fees and costs incurred by Contractor on account of or in connection with the
Agreement or the transactions or assertions of rights contemplated or permitted
hereunder.

         9. MISCELLANEOUS. (a) This Agreement shall be binding upon the
undersigned and upon the heirs, executors, successors and assigns of the
undersigned and shall inure to the benefit of Contractor's successors and
assigns; all references to the Manufacturer and to the undersigned shall be
deemed to include their respective successors, assigns, participants, receivers
or trustees (as the case may be).






         (b) This Agreement embodies the entire understanding of the parties
pertaining to the subject matter hereof, and shall constitute a continuing
agreement applicable to future as well as existing transactions between the
Contractor and the Manufacturer.

         (c) THIS AGREEMENT HAS BEEN DELIVERED AT AND SHALL BE DEEMED TO HAVE
BEEN MADE IN CHICAGO, ILLINOIS, AND SHALL BE INTERPRETED, AND THE RIGHTS AND
LIABILITIES OF THE PARTIES DETERMINED, IN ACCORDANCE WITH THE LAWS OF THE STATE
OF ILLINOIS, AND AS PART OF THE CONSIDERATION FOR CONTRACTOR'S PERFORMANCE
PURSUANT TO THE CONTRACT DOCUMENTS, THE UNDERSIGNED CONSENT TO THE JURISDICTION
OF ANY LOCAL, STATE OR FEDERAL COURT LOCATED WITHIN THE STATE OF ILLINOIS, AND
FURTHER CONSENT THAT ALL SUCH SERVICE OF PROCESS BE MADE BY CERTIFIED OR
REGISTERED MAIL, AND BY FEDERAL EXPRESS OR OTHER REPUTABLE OVERNIGHT COURIER,
DIRECTED TO THE UNDERSIGNED AT THE ADDRESS STATED HEREIN AND SERVICE SO MADE
SHALL BE DEEMED TO BE COMPLETED TWO (2) DAYS AFTER THE SAME SHALL HAVE BEEN
POSTED.

         (d) The headings used in this Agreement are for the convenience of the
reader only; such headings constitute no part whatsoever of the Agreement
between the parties.

         (e) No invalidity, irregularity or unenforceability of the Obligations
(or any of them) hereby secured shall affect, impair or be a defense to any
provision contained in this Agreement. If any term, condition or provision of
this Agreement is determined to be invalid or unenforceable, such determination
shall not affect the validity or enforceability of any other term, condition or
provision of this Agreement.

         (f) If this Agreement shall differ or conflict in terms with any of the
Contract Documents, the Agreement which gives Contractor the greater right, as
determined by Contractor, shall prevail.




                                       7




                                   GUARANTORS:

                                       JESSE SUTTON

                                       /s/ Jesse Sutton
                                       -----------------------------------------
                                       Address:
                                                --------------------------------

                                                --------------------------------

                                                --------------------------------

                                       JOE SUTTON

                                       /s/ Joe Sutton
                                       -----------------------------------------
                                       Address:
                                                --------------------------------

                                                --------------------------------

                                                --------------------------------

                                       Morris Sutton

                                       /s/ Morris Sutton
                                       -----------------------------------------
                                       Address:
                                                --------------------------------

                                                --------------------------------

                                                --------------------------------

                                       8




                                   GUARANTORS:

                                       ADAM SUTTON

                                       /s/ Adam Sutton
                                       -----------------------------------------
                                       Address:
                                                --------------------------------

                                                --------------------------------

                                                --------------------------------

                                       9


                                   SCHEDULE I
                         SECURITIES OF THE MANUFACTURER

EX-10.10

                             SECURITY AGREEMENT AND
                               FINANCING STATEMENT

         THIS SECURITY AGREEMENT AND FINANCING STATEMENT is made this 21st of
July, 2000, between TRANSCAP TRADE FINANCE, an Illinois general partnership (the
"SECURED PARTY"), and MAJESCO SALES, INC., a New Jersey corporation (the
"DEBTOR"), as follows:

BACKGROUND

A.       On this date, the Secured Party and Debtor entered into a Master
         Purchase Order Assignment Agreement (the "Assignment Agreement").

B.       It is a condition to Secured Party's performance of its obligations
         under the Assignment Agreement that the Debtor execute and deliver this
         Agreement to secure performance and payment of the "Liabilities" (as
         hereinafter defined).

         THEREFORE, in consideration of the agreements described in this
Agreement and the Assignment Agreement, the parties agree as follows:

         1. DEFINITIONS. In this Agreement, the following frequently used terms
are defined as set forth in this (paragraph) 1:

         (a) Each term used in this Agreement which is defined in the Assignment
Agreement will have the same meaning herein as that ascribed to it in the
Assignment Agreement.

         (b) The "LIABILITIES" are all payments and other obligations from time
to time due or owing to the Secured Party by the Debtor under the Assignment
Agreement, this Agreement and any agreement referred to in the Assignment
Agreement or this Agreement.

         (c) The "PRIMARY COLLATERAL" means those assets of the Debtor set forth
on Exhibit "A" attached to and made part of this Agreement, whether now or
hereafter existing or acquired, together with all the proceeds thereof and
Debtor's interests therein.

         (d) The "COMMON COLLATERAL" are those assets of Debtor set forth on
Exhibit "B" attached to and made part of this Agreement, whether now or
hereafter existing or acquired, together with all the proceeds thereof and
Debtor's interests therein which from time to time are also pledged to a Senior
Lender and as to which the Secured Party shall maintain a subordinated security
interest. If no Senior Lender is involved in the subject transaction, Exhibit
"B" shall be excluded from this Agreement and the Primary Collateral and Common
Collateral shall refer to the same assets.

         (e) The "COLLATERAL" means the Primary Collateral and the Common
Collateral and the Secured Party's security interest in the Collateral is
referred to as the "LIEN".






         (f) The "SENIOR LIEN" is the security interest in the Common Collateral
maintained by a Senior Lender (if any).

         (g) The "LOCATIONS" are Debtor's facilities set forth at the end of
this Agreement at which all or a portion of the Collateral will be located.

         2. GRANT OF SECURITY INTEREST. As security for the performance and
payment of the Liabilities, the Debtor hereby assigns, grants, conveys,
mortgages, hypothecates, pledges, and sets over to the Secured Party a
continuing first priority security interest for the use and benefit of the
Secured Party in the Primary Collateral; and a security interest for the use and
benefit of the Secured Party in the Common Collateral which is subordinate only
to the Senior Lien, if any.

         3. REPRESENTATION AND WARRANTIES. The Debtor represents, warrants, and
agrees that: (i) except with respect to the Senior Lien, no financing statement
or other lien notice covering any portion of the Collateral is on file in any
public office; (ii) the Debtor is and at all times will be the lawful owner of
all Collateral, free of all liens and claims whatsoever except the Senior Lien
and the Lien; (iii) the Debtor has full power and authority to execute this
Agreement and to perform the Debtor's obligations hereunder, and to subject the
Collateral to the Lien; (iv) all information with respect to Collateral set
forth in any schedule, certificate or other writing at any time heretofore, and
all other written information heretofore or hereafter furnished by the Debtor to
the Secured Party is and will be true and correct in all respects as of the date
furnished; (v) the Locations include the address at which any portion of the
Collateral is located and Debtor will immediately notify Secured Party of any
other location at which any portion of the Collateral is hereafter located; and
(vi) there is no litigation or regulatory complaint against the Debtor or
affecting or relating to the Collateral or any portion thereof which is pending
or threatened as of this date other than as set forth on Exhibit "E" of the
Assignment Agreement.

         4. CERTIFICATES, SCHEDULES AND REPORTS. The Debtor will from time to
time, as the Secured Party may request, deliver to the Secured Party such
schedules and such certificates and reports respecting the Collateral to such
extent as the Secured Party may reasonably request. Any such schedule,
certificate or report shall be executed by an authorized officer of the Debtor
and shall be in such form and detail as the Secured Party may specify. The
Debtor shall immediately notify the Secured Party of the occurrence of any event
causing a material loss or depreciation in the value of any item of Collateral,
and the amount of such loss or depreciation.

         5. AGREEMENTS OF THE DEBTOR. The Debtor (i) will, upon request of the
Secured Party, execute such financing statements and other documents (and pay
the cost of filing or recording the same), and do such other acts and things as
Secured Party may from time to time reasonably request to establish and maintain
valid perfected security interests in the Collateral; (ii) will keep all items
of Collateral at the Locations; (iii) will keep its records concerning all items
of Collateral at the Locations, which records will be of such character as will
enable Secured Party to determine at any time the status thereof; (iv) will
furnish the Secured Party such information concerning the Debtor and the
Collateral as the Secured Party may from time to time reasonably request; (v)
will permit the Secured Party or its designees, at all times, to inspect the
Collateral, and to inspect, audit and make copies of and extracts from all
records and all other papers in the possession of the Debtor, and




                                        2


will, upon request of the Secured Party, deliver to the Secured Party all of
such records and papers that pertain to the Collateral; (vi) will, upon request
of the Secured Party, stamp on its records concerning the Collateral (and/or
enter in its computer records concerning the Collateral) a notation, in form
reasonably satisfactory to the Secured Party, of the security interests of the
Secured Party hereunder; (vii) except as consented to in writing by the Secured
Party, will not sell, lease, assign or create or permit to exist any lien on or
security interest in any item of Collateral to or in favor of anyone other than
the Secured Party and the Senior Lender(s); (viii) will at all times keep all
items of Collateral insured against loss, damage, theft and other risks, in such
amounts, by such companies, under such policies and in such form as may be
required pursuant to the Assignment Agreement, which policies shall contain a
so-called lender's loss payable (or comparable) clause, whereby a denial of
payment based on policy conditions will not prevent recovery by Secured Party,
and such policies or certificates thereof shall be deposited with the Secured
Party; (ix) furnish to the Secured Party no less than thirty (30) days prior to
the occurrence of any change in the Locations or in Debtor's name, notice in
writing of such change; and (x) will reimburse the Secured Party for all
expenses, including reasonable attorneys' fees and legal expenses incurred by
the Secured Party in seeking to collect or enforce any rights under this
Agreement or the Assignment Agreement.

         6. REMEDIES. Whenever Debtor shall fail to perform any obligation in
the manner and at the time required by the Assignment Agreement or this
Agreement, or whenever the Debtor or any of them shall breach or default on a
covenant made by any Debtor pursuant to the Assignment Agreement or this
Agreement (collectively an "event of default"), the Secured Party may exercise
any rights and remedies available to it under the Assignment Agreement and
applicable law. The Debtor and each of them agrees, upon the occurrence of an
event of default and during the continuance thereof, if requested by the Secured
Party, to assemble, at the Debtor's expense, all or any part of the Collateral
at a place designated by the Secured Party. Without limiting the foregoing, upon
an event of default the Secured Party may, to the fullest extent permitted by
applicable law, without notice, advertisement, hearing or process of law of any
kind, (i) enter upon any premises where any of the Collateral may be located and
take possession of and remove such Collateral, (ii) sell any or all of the
Collateral, free of all rights and claims of the Debtor therein and thereto, at
any public or private sale, and (iii) bid for and purchase any or all of the
Collateral at any such sale. The Debtor and each of them hereby expressly
waives, to the fullest extent permitted by applicable law, any and all notices,
advertisements, hearings or process of law in connection with the exercise by
the Secured Party of any of its rights and remedies upon an event of default.
Any notification of the intended disposition of any of the Collateral required
by law shall be deemed reasonably and properly given if given at least ten (10)
days before such disposition. Any proceeds of any disposition by the Secured
Party of any of the Collateral will be applied by the Secured Party.

         First, to the payment of the Secured Party's reasonable out-of-pocket
         expenses in connection with the Collateral or this Agreement and
         enforcement of the Secured Party's rights with respect thereto or
         hereunder, including reasonable attorney's fees and legal expenses;

         Second, toward the payment or satisfaction of the Liabilities in full;
         and

         Third, any surplus to be paid to the Debtor, its successors and
         assigns, or as a court of competent jurisdiction may direct.







                                        3





         7. RELATIONSHIP WITH SENIOR LENDER. If a Senior Lender is involved in
the instant transaction, the Secured Party and each Senior Lender have entered
into a Subordination Agreement of even date herewith which defines and sets
forth the respective rights and interests of the Secured Party and each Senior
Lender in connection with the Collateral.

         8. MISCELLANEOUS. (a) The Secured Party shall be deemed to have
exercised reasonable care in the custody and preservation of any of the
Collateral in its possession if it takes such action for that purpose as the
Debtor requests in writing, but failure of the Secured Party to comply with any
such request shall not of itself be deemed a failure to exercise reasonable
care, and no failure of the Secured Party to preserve or protect any rights with
respect to such Collateral against prior parties, or to do any act with respect
to the preservation of such Collateral not so requested by the Debtor, shall be
deemed a failure to exercise reasonable care in the custody or preservation of
such Collateral.

         (b) All notices required or permitted pursuant to this Agreement shall
be in writing and either personally delivered, sent by facsimile transmission
(provided evidence of transmission is maintained and the original of the
transmittal notice is sent by U.S. mail), or Federal Express or similar
overnight delivery service, to the Secured Party at its address set forth at the
end of this Agreement and to the Debtor at any one of the Locations. Notices
given in the manner prescribed herein shall be deemed given on the date sent or
transmitted (as the case may be). Either party may change its notice address by
notice to the other party in the manner prescribed herein.

         (c) No delay on the part of the Secured Party in the exercise of any
right or remedy shall operate as a waiver thereof, and no single or partial
exercise by the Secured Party of any right or remedy shall preclude other or
further exercise thereof or the exercise of any other right or remedy.

         (d) No amendment to, modification or waiver of, or consent with respect
to, any provision of this Agreement shall in any event be effective unless the
same shall be in writing and signed and delivered by the Secured Party, and then
any such amendment, modification, waiver or consent shall be effective only in
the specific instance and for the specific purpose for which given.

         (e) All obligations of the Debtor and all rights, powers and remedies
of the Secured Party expressed herein are in addition to all other rights,
powers and remedies possessed by Secured Party, including, without limitation,
those provided by applicable law or in any other written instrument or agreement
relating to any of the Liabilities or security therefor.

         (f) The Agreement shall in all respects be a continuing agreement and
shall remain in full force and effect until final payment in full of all the
Liabilities.

         (g) THIS AGREEMENT HAS BEEN DELIVERED AT NORTHBROOK, ILLINOIS, AND
SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF
ILLINOIS, SUBJECT, HOWEVER, TO THE UNIFORM COMMERCIAL CODE OF ANY APPLICABLE
JURISDICTION. WHENEVER POSSIBLE, EACH PROVISION OF THIS AGREEMENT SHALL BE
INTERPRETED IN SUCH MANNER AS TO BE EFFECTIVE AND VALID UNDER APPLICABLE LAW,
BUT


                                        4



IF ANY PROVISION OF THIS AGREEMENT SHALL BE HELD INVALID, ILLEGAL OR
UNENFORCEABLE UNDER APPLICABLE LAW, SUCH PROVISION SHALL BE INEFFECTIVE TO THE
EXTENT OF SUCH INVALIDITY, ILLEGALITY OR UNENFORCEABILITY, WITHOUT INVALIDATING
THE REMAINDER OF SUCH PROVISION OR THE REMAINING PROVISIONS OF THIS AGREEMENT.

         (h) THE DEBTOR IRREVOCABLY SUBMITS AND CONSENTS TO THE JURISDICTION OF
THE UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF ILLINOIS, EASTERN
DIVISION, OR ANY COURT OF THE STATE OF ILLINOIS LOCATED IN COOK COUNTY, AND
WAIVES ANY AND ALL OBJECTIONS TO JURISDICTION OR VENUE THAT ANY SUCH PARTY MAY
HAVE UNDER THE LAWS OF THE STATE OF ILLINOIS OR OTHERWISE IN THOSE COURTS IN ANY
SUCH SUIT, ACTION, OR PROCEEDING. FURTHER, TO THE EXTENT PERMITTED BY LAW,
SERVICE OF PROCESS SUFFICIENT FOR PERSONAL JURISDICTION IN ANY ACTION AGAINST
THE DEBTOR MAY BE MADE BY REGISTERED OR CERTIFIED MAIL, RETURN RECEIPT
REQUESTED, TO ITS ADDRESS FOR NOTICE AS PROVIDED IN THIS AGREEMENT.

         (i) DEBTOR AND SECURED PARTY ACKNOWLEDGE AND AGREE THAT ANY CONTROVERSY
WHICH MAY ARISE UNDER THIS AGREEMENT, ANY OTHER AGREEMENT RELATED HERETO OR WITH
RESPECT TO THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY WOULD BE BASED UPON
DIFFICULT AND COMPLEX ISSUES, AND THEREFORE, THE PARTIES AGREE THAT ANY COURT
PROCEEDING ARISING OUT OF ANY SUCH CONTROVERSY WILL BE TRIED IN A COURT OF
COMPETENT JURISDICTION BY A JUDGE SITTING WITHOUT A JURY.

         (j) This Agreement shall be binding upon, and shall inure to the
benefit of, the Secured Party and the Debtor and their respective successors and
assigns.

         (k) At the option of the Secured Party, this Agreement, or a carbon,
photographic or other reproduction of this Agreement or of any Uniform
Commercial Code financing statement covering the Collateral or any portion
thereof, shall be sufficient as a Uniform Commercial Code financing statement
and may be filed as such.

         (l) This Agreement is the Security Agreement referred to in the
Assignment Agreement.

         (m) In the case of any irreconcilable conflict between the provisions
of this Agreement and the Assignment Agreement, the provisions of the Assignment
Agreement shall control.

         (n) If more than one person or entity is included as a Debtor
hereunder, each of Debtor's obligations, covenants, warranties, and
representations hereunder is joint, several and mutually binding on each such
party.

         (o) This Agreement may be executed in one or more counterparts, each of
which taken together shall constitute one and the same instrument, admissible
into evidence. Delivery of an


                                        5



executed counterpart of this Agreement by facsimile shall be equally as
effective as delivery of a manually executed counterpart of this Agreement. Any
party delivering an executed counterpart of this Agreement by facsimile shall
also deliver a manually executed counterpart of this Agreement, but the failure
to deliver a manually executed counterpart shall not affect the validity,
enforceability, and binding effect of this Agreement.

         IN WITNESS WHEREOF, this Agreement has been duly signed at Northbrook,
Illinois on the day and year first above written.

                                        SECURED PARTY:

                                        TRANSCAP TRADE FINANCE


                   By: /s/
                   ------------------------------
                          Senior Credit Manager, Transcap Associates, Inc. GF
                   Address: 900 N. Skokie Blvd.
                   Northbrook, IL 60062

                   DEBTOR:

                   MAJESCO SALES, INC.

                   By:    /s/ Jesse Sutton
                   ----------------------
                   Title: President
                   ----------------------


                   LOCATIONS:


                   ---------------------------

                   ---------------------------

                   ---------------------------



                                        6