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Morris Sutton Named Chairman and Interim CEO Company also Announces Increased Availability from Factor, Notifications from NASDAQ and Disclosure of Auditor Opinion EDISON, N.J., Feb. 9 /PRNewswire-FirstCall/ -- Majesco Entertainment Company (Nasdaq: COOL) today announced several developments related to changes in management, its Board of Directors, financing arrangements and other disclosures. MANAGEMENT AND DIRECTOR CHANGES The Board of Directors has named Morris Sutton as its Chairman and Interim Chief Executive Officer, effective immediately. The role of Chairman had been previously filled by James Halpin and the role of CEO had been vacant. The Company will continue to search for a permanent Chief Executive Officer. As the Founder of Majesco, Morris Sutton has been integral in building Majesco into a leading provider of value-priced video game software. In his new role as Chairman and Interim CEO, Mr. Sutton will oversee all aspects of the Company and continue to spearhead its sales and business development efforts. Mr. Sutton has more than 40 years of business experience and has helped to build personal relationships with key retail customers and entertainment industry executives. Under Morris leadership, the Company will continue to reduce costs and focus on operating efficiently. "My focus as Interim CEO will be to guide the Company back to profitability by building sales and reducing costs," said Morris Sutton, newly appointed Chairman and Interim CEO. He continued saying, "I look forward to leading Majesco once again as we shift our strategy back to producing the value and handheld products that helped to build our business since I founded this Company 20 years ago." Majesco also announced that James Halpin has resigned as a member and Chairman of the Board of Directors, and as a member of its Audit and Compensation Committees. Additionally, Marc Weisman has resigned as a member of the Companys Board of Directors and as Chairman of the Nominating and Governance Committee, and a member of the Audit Committee, and Compensation Committee. The Company is actively seeking two new independent members to join its Board of Directors. To continue to have the Board of Directors comprised of a majority of independent directors, both Jesse Sutton and Joseph Sutton have also resigned from Majescos Board. Presently, the Majesco board will consist of three members, including two independent directors and the newly appointed Chairman, Morris Sutton. INCREASED FINANCIAL AVAILABILITY The Company announced that its maximum availability under its existing factoring and finance facilities has been increased from $16.0 million to $20.0 million. The Company believes that this arrangement provides it with greater long-term financial flexibility. OTHER DISCLOSURES Majesco announced that it has received notice from The Nasdaq Stock Market that based upon its most recent Annual Report on Form 10-K, the Company no longer complies with Marketplace Rule 4450(a)(3), which requires the Company to have a minimum of $10.0 million in stockholders equity. Nasdaq has requested that on or before February 21, 2006, the Company provide it with a plan to achieve and sustain compliance going forward. The Company is in the process of evaluating its alternatives with respect to this notice. The Company also announced that in its Form 10-K filed last week, the audit opinion of Goldstein Golub Kessler LLP contained a going-concern emphasis, based on the Companys recent history of net losses. Managements plan in regard to these matters is contained in Note 1 in the footnotes to its year-end financial statements. This disclosure is made pursuant to Nasdaq Marketplace Rule 4350(b)(1)(B) which requires Nasdaq-listed companies to publicly announce when an audit opinion contains a going-concern emphasis. The Companys annual report on Form 10-K is available from the SECs website at http://www.sec.gov or the "Investor Information" section of the Companys website at http://www.majescoentertainment.com. About Majesco Entertainment Company Headquartered in Edison, NJ, Majesco Entertainment Company (Nasdaq: COOL) is an innovative provider of digital entertainment products and content. The Companys diverse product lineup includes video games such as Infected(TM) for the PSP(TM) (PlayStation(R)Portable) system, Aeon Flux,(TM) and the forthcoming JAWS(TM) Unleashed, as well as digital entertainment products like Frogger(R) TV Arcade. Majesco now offers Game Boy(R) Advance Video versions of the beloved DreamWorks Animation movies Shrek, Shrek 2 and Shark Tale. More information about Majesco is found online at http://www.majescoentertainment.com. Safe Harbor Certain statements contained herein are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements may be identified by reference to a future period(s) or by the use of forward- looking terminology, such as "may," "will," "intend," "should," "expect," "anticipate," "estimate" or "continue" or the negatives thereof or other comparable terminology. The Companys actual results could differ materially from those anticipated in such forward-looking statements due to a variety of factors. These factors include but are not limited to, the demand for our products; our ability to complete and release our products in a timely fashion; competitive factors in the businesses in which we compete; continued consumer acceptance of the gaming platforms on which our products operate and our products; fulfillment of orders preliminarily made by customers; adverse changes in the securities markets and the availability of and costs associated with sources of liquidity. The Company does not undertake, and specifically disclaims any obligation, to release publicly the results of any revisions that may be made to any forward-looking statements to reflect the occurrence of anticipated or unanticipated events or circumstances after the date of such statements.