[Mike Smargeosy] - Brainerd Communicators Jesse Sutton - Chief Executive Officer, Director John S. Gross - Chief Financial Officer, Executive Vice President Gui Karyo - Executive Vice President - Operations

Ed Woo - Wedbush Morgan Securities Todd Greenwald - Signal Hill

Welcome to the Majesco Entertainment Company’s third quarter 2008 earnings conference call. (Operator Instructions) At this time I would like to turn the conference over to Mike Smargeosy of Brainerd Communicators. [Mike Smargeosy]: I would like to welcome you to Majesco Entertainment’s conference call today. Before we get started, I’d like to remind you that this call is being recorded and the audio broadcast and replay of this teleconference will be available in the Investor Relations section on the company’s website. As a reminder, this call may contain forward-looking statements including statements regarding management’s intentions, hope, expectations, representations, plans or predictions about the future. Such statements are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are subject to risks and uncertainties that could cause actual future results to differ materially from the expectations set forth in the forward-looking statements. Factors that could cause actual results to differ materially are specified in the company’s annual report on Form 10K for the year ended October 31, 2007 and other filings with the SEC. 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 occurrences of anticipated or unanticipated events or circumstances after the date of such statements. To facilitate a comparison between the reported periods, the company has presented both GAAP and non-GAAP financial results. GAAP financial measures include settlement of litigation and related charges net and changes in the fair value of warrants, operating income, net income, and basic and diluted loss per share have been adjusted to report non-GAAP financial measures that excluded these charges and income related to gains on these settlements and warrants. These non-GAAP measures are provided to enhance investors’ overall understanding of the company’s current financial performance and the company’s prospects for the future. These measures should be considered in addition to results prepared in accordance with GAAP but should not be considered a substitute for or superior to GAAP results. Reconciliation between GAAP and non-GAAP financial measures is included in the press release issued earlier today. On the call today we have Jesse Sutton, Chief Executive Officer, John Gross, Chief Financial Officer, and Gui Karyo, Executive Vice President of Operations. I would now like to turn the call over to Jesse.

I’ll open up the call with some highlights and a strategic overview of our performance in the third quarter of 2008. John will follow with the financial review for the quarter. And I will conclude with comments on some of the games in our product portfolio. Gui, John and I will then be happy to take your questions. Our operating and financial performance in fiscal 2008 has been exceptional. We have delivered double-digit revenue growth while controlling our costs and made tremendous progress in regards to profitability as we generated positive earnings per share for both the three and nine-month periods. As a result of our performance to date and our current outlook for the rest of the year, we have increased our fiscal 2008 revenue guidance and expect to be profitable for the full year. Our guidance for fiscal 2008 represents a significant improvement from the year ago period. I would note that we have increased our guidance despite the fact that the release of our next Cooking Mama title has been moved to the first quarter of fiscal 2009. The movement of this title which is from our largest franchise highlights the overall strength of our previous three releases and we would obviously expect to benefit from the release of this Cooking Mama title in fiscal 2009. We have delivered this financial performance by executing on our strategic plan. This includes our core focus on the family friendly mass market genre, a genre that remains the fastest-growing and most popular segment in the gaming industry. While we are platform agnostic we have and will continue to focus on publishing games for Nintendos, Wii and DS currently the fastest-growing console and handheld systems respectively. We continue to keep an eye on all platforms where casual games can be successful and in this regard we have begun initial development of products for Apples, iTouch and iPhone. As reflected in our third quarter and year-to-date financial performance we are successfully executing on our business plan and remain confident in our ability to continue to improve our profitability and overall financial performance. During the third quarter we released Wonderworld Amusement Park for the Wii and as expected the game was well received by our target audience in the US and will be released in Europe this holiday season. Further, sales of the game made a significant contribution to our bottom line. In late June we released Cake Mania 2 for the DS and in just over a month we experienced good demand for the second iteration of the cake baking adventure where the user can once again strive for fame and fortune. Finally, our most successful franchise Cooking Mama has sold 2.3 million units to date under three SKUs and continues to be a favorite among the family friendly mass market audience. As I previously mentioned our second Wii SKU of Cooking Mama, Cooking Mama World Kitchen, which includes an all new three-dimensional graphic presentation along with new recipes, nodes and comedic mini game surprises was expected to hit the shelves in our fiscal fourth quarter. However, we anticipate this latest installment in the celebrated franchise to be shipped in our fiscal first quarter and in advance of the holiday shopping season. During the third quarter international sales comprised 8.5% of our revenue versus 29.5% in 2007. This is primarily a result of a delay in the availability of our products in Europe and we would expect to see an improvement in international sales starting in the fiscal fourth quarter of 2008. Securing international publishing rights remains at the top of the list of our priorities as we believe that non-US markets particularly Europe and parts of Asia represent very attractive and relatively untapped markets for us that have the potential to further diversify and grow our revenue streams. As we announced during the first quarter we launched Majesco Studios in Santa Monica, California in order to begin developing our games internally with a focus on retaining the intellectual property rights. The studio remains on track with the production of Our House and Wonderworld Amusement Park both for Nintendo’s DS handheld and both set for release in fiscal 2009. We consider this strategy to be low risk as we are essentially transferring costs from external development to the studio while gaining the potential benefit of IP assts as we develop and release titles. Another example of our commitment to bringing intellectual property in-house is our agreement with legendary designer Masay Matsuura and artist Rodney Alan Greenblat for the production of Major Minors Majestic March in which we have a co-ownership of the intellectual property rights. As a testament to this game’s potential, Major Minor was recognized as runner up in the Best Music Game category at E3 2008 by industry website OneUps.com, runner up to MTV’s Rock Band 2. In summary, the third quarter exceeded our internal projections as we continued to execute on our strategic and operating initiatives. Year-to-date we have made significant progress in regards to our financial performance; specifically in regards to improved profitability as we drove revenues and diligently managed operating costs. We believe we have the right strategy in place and remain well positioned to deliver additional returns for our shareholders. I would now like to pass the call to John Gross, Majesco’s Chief Financial Officer, to provide the financial review of our fiscal third quarter of 2008. John S. Gross: Before I cover the details of our third quarter’s financial performance, I’d like to give you some highlights of progress we’ve made in three areas: Growth, profitability and liquidity. With respect to growth, our sales in the quarter were up an impressive 44% to $14.5 million versus the year ago period. The growth was driven by an outstanding performance in our domestic business which was up 87% versus last year. Both the Cooking Mama brand and our other products contributed to this growth. As Jesse mentioned, our decline in international was caused primarily by delays in converting some of our US titles for the international market. As a result of this shift we expect international to have a strong fourth quarter. Finally, our combined DS and Wii business was up 60% for the quarter. For the nine months ended July 31 our total net revenues increased 17% to $46 million from $39 million for the same period last year. Excluding the impact of DDR last year, net revenues were up 24% and our domestic business for the first nine months was up 27%. Through our first three quarters of fiscal 2008 we released 14 titles versus 10 titles during the same period last year and remain on pace to release approximately 24 titles in fiscal 2008. As for profitability, we reported an operating profit of $278,000 for the quarter which included $369,000 of non-cash compensation and including the benefit of a change in the value of the warrants we reported net income of $0.5 million or $0.02 per share. This is a significant improvement compared to an operating loss of $1.3 million last year which included $238,000 of non-cash compensation and our net loss last year was $1.5 million or $0.06 per share. Our gross margin for the quarter was 42.5% and it was significantly up from the 29.5% in the year ago period as we benefited from new releases in the quarter this year and strong domestic sales across our product line. Additionally, our margin benefited from the final payment stemming from a minimum purchase order for our 2007 agreement to distribute Dance Dance Revolution. Through nine months our gross margin now stands at 39.4% versus 34.8% in 2007. We still expect our gross margin to be up modestly for the year. And finally as to liquidity, we had $7.8 million in cash at July 31 and are cash flow positive through the first nine months of fiscal 2008. We’ve clearly made progress on the financial front and remain well positioned as we enter the fourth quarter and holiday season. Now to the details. The split between domestic and international revenues in the third quarter was 91.5% and 8.5% respectively. This compares to 70.5% and 29.5% in international in the same quarter last year. We expect the fourth quarter international business to improve as a result of titles shifting from Q3 to Q4. Our expenses overall remain under control as we continue to focus on costs across the company. Our SG&A line was up during the quarter as a result of anticipated incentive based compensation tied to our full-year performance. Additionally, total fixed costs for the quarter which includes product research and fixed portion of selling and marketing and relates to employee costs were within our expectation of $3 million to $3.5 million excluding the costs associated with our studio. In order to facilitate a comparison between reported periods we’re providing both GAAP and non-GAAP financial results for operating income, net income and basic and diluted results per share. Our non-GAAP results exclude the impact of the settlement of litigation and other liabilities net and changes in the fair value of warrants issued as part of our financing last year. The GAAP operating income for the third quarter was $300,000 which included a $400,000 non-cash compensation expense compared to 2007 operating loss of $1.3 million which included a non-cash compensation charge of $200,000. Non-GAAP operating income was $300,000 compared to a non-GAAP operating loss of $1.4 million in 2007. In the nine months ended July 31, 2008 the company’s GAAP operating income was $2.4 million which included a $300,000 gain in connection with the class action litigation and $1.1 million of non-cash compensation expense. This was compared to an operating loss of $2.3 million during the same period in 2007 which included a $2.5 million charge in connection with the class action litigation and a $1 million non-cash compensation expense. Non-GAAP operating income for the nine months of 2008 was $2.1 million compared to a non-GAAP operating loss of $100,000 for the same period in 2007. GAAP net income was $0.5 million or $0.02 per share which included a $400,000 non-cash gain in the fair value of warrants issued compared to third quarter 2007 GAAP net loss of $1.5 million or $0.06 per share. The non-GAAP net income was $100,000 or $0.01 per share compared to a non-GAAP net loss of $1.6 million or $0.07 per share in 2007. Financing costs decreased 54% to $122,000 from almost $266,000 in the third quarter of 2007. Further, through nine months our financing costs fell 72% from $1.5 million to $417,000. This is a direct result of the capital raised last fall and lower factoring and financing fees. Turning to our balance sheet, as of July 31 we had $7.8 million in cash or cash equivalents on the books. Receivables from our factor were $773,000 which represents gross receivables sold to the factor of $10 million less allowances of $3 million and advances from the factor of $6.2 million. This compares to our 2007 fiscal year end due to factor of $1.5 million which represents gross receivables sold to the factor of $7 million less allowances of $3.1 million and advances from the factor of $5.4 million. Inventory was $2 million at the end of the quarter, flat versus the end of the second quarter of 2008. Our capitalized software development costs and license fees were up versus last year end and last quarter reflecting the growth in the number of titles we’re publishing and the higher costs and longer development cycle of Wii titles. As Jesse noted previously, we’re increasing our fiscal year revenue guidance to reflect the strong overall performance of our games. For fiscal 2008 we expect net revenue to be in the range of $58 million to $60 million up from our previous guidance of $53 million to $58 million. This updated guidance assumes that Cooking Mama World Kitchen for the Wii will be released in the first quarter of fiscal 2009 which was previously included in our 2008 guidance. Additionally, we maintain that our gross margins for the full year will show modest improvement over last year. As we’ve stated in the past we believe our business model will be break-even or better on an operating basis in the mid-$50 million range. As such, with our new guidance we believe we will be profitable for the full year. I will now turn the call back to Jesse.

Our strategy in 2008 has clearly been the right one. The remainder of our 2008 lineup will include a variety of titles for various platforms. Some of these include Zoo Hospital for the Wii, a wholly owned IP for Majesco. It’s the first Wii game of its kind that lets players experience a veterinarian’s job by performing various surgical procedures on 48 different animals that they can then care for in their enclosures to ensure a healthy recovery. Jillian Michaels’ Fitness Ultimatum 2009 for the Wii is the first game of its type to combine a celebrity fitness trainer with the Wii and innovative balance board accessory to offer players a fun and entertaining way to get in shape. Away: Shuffle Dungeon for the DS is a premier role playing game that features creative contributions from renowned industry visionaries RPG creator Hironobu Sakaguchi, character designer Naoto Oshima and composer Nobuo Uematsu. Players take control of the young hero Sword who must rescue as many kidnapped town folk as possible from a mysterious unknown that has been slowly spiriting them away. We’re proud to share that Away: was awarded runner up to IGN’s Best of Three action titles and cited as one of the most promising titles on the DS horizon. Bananagrams for Facebook is an anagram game based on the popular board game of the same name. This free Facebook application ignores all of the rules of traditional board games in favor of an every player for themselves approach that delivers lightning fast puzzle play guaranteed to get the mind moving and drive players bananas. Looking at our fiscal first quarter 2009 which includes the holiday sales period, some of our titles expected to be released include: Cooking Mama World Kitchen for the Wii, Cake Mania: In the Mix! for Wii, and Wonderworld Amusement Park for the DS, the first title from Majesco Studios. That concludes our formal remarks.

(Operator Instructions) Our first question comes from Ed Woo - Wedbush Morgan Securities. Ed Woo - Wedbush Morgan Securities: I just wanted to ask particularly any specific reasons on why Cooking Mama moved into the first quarter and what are the current trends on game sales on Cooking Mama?

Let me answer the last first. The current trends on game sales on Cooking Mama are best described as very strong. It is a bona fide video game franchise at this point and it continues to sell well across all of our accounts, across all of our SKUs. With regards to World Kitchen, the goal with World Kitchen for Office Create the designers of the game was really to bring the experience to a whole new level taking the best possible elements of the controller on the Wii to the Cooking Mama genre, and it’s just a matter of fine tuning at this point. The designers wanted a couple more weeks to add to the game some elements that it thought made a material difference and we thought it made sense. Ed Woo - Wedbush Morgan Securities: Are there any comments on the current Wii and DS supply? I know we just got a PD Data about today that shows Wii supplies in the US seem to be actually decreasing as opposed to increasing. Do you see any outlook for this holiday season?

We don’t generally comment on Nintendo’s supply chain for products. What we will tell you is that we don’t see supply affecting the sales of our products and our expected sales of products at this point. Ed Woo - Wedbush Morgan Securities: One of the big products I think that’s had a little bit of buzz is Jillian Michaels. Do you guys have any comments on that and particularly, I know you don’t like to comment on the supply chain, but obviously the balance board will have a big role in that game. But it seemed like the Wii fit doesn’t seem to be getting really good supply in the US. Do you think that’s going to impact it?

Let me begin by saying that we’re extremely excited about Jillian Michaels’ game. It is launching at about the same time as her television show. The Biggest Loser is also launching its latest season. We think it is a wonderful product for the Wii market. It targets the mom in the house that owns the Wii who is probably a big fan of Jillian, not just her show but also her website, mailing list, DVDs and books. It makes innovative use of the Wii balance board and we think that even without the balance board it is very exciting and interesting product and does what Nintendo intends to do with the Wii platform in general, which is allow for all kinds of entertainment experiences that make innovative use of controllers and offer new entertainment opportunities.

Our next question comes from Todd Greenwald - Signal Hill. Todd Greenwald - Signal Hill: I’m wondering if you could comment a little bit more on what you’re doing with Facebook and with the anagrams and I guess most importantly, how do you plan to really monetize something like that?

The anagrams application on Facebook is very similar to games like Scrabulous and various others which are real social gaming experiences. We love the anagrams as a game. We love that if you’re at all familiar with the game, it is more than any board game or word game I’ve played a true social experience and we thought that the best place we could launch that as a digital game would be within the Facebook environment. Like every other online Facebook game, the monetization is initially going to be done through advertising but what we really see this as is both an opportunity for us to work in the Facebook space to gain better knowledge and to bring an application we think is very appropriate to that platform to life. And I think that is going to offer a bunch of interesting opportunities for us both in the form of more Facebook games and also in the form of the Bananagrams brand going into other platforms like DS and Wii and other places where we think that it will work. Todd Greenwald - Signal Hill: Would Facebook manage the sale of that advertising for you and then cut you a check? And then also just to follow up on that, do you think you could bring some of the same kind of applications you’re doing at Facebook to the iPhone and the App store there?

I’m not going to spend too much talking about the model by which monetization occurs as we don’t’ really get into that for any of the product plans we sell, but what I will say is that we absolutely believe that iPhone in particular has a nice overlap in the kinds of game plays that will work and that it wouldn’t surprise me if there were several games for iPhone that we announce over the next year that have a lot of similarities to the Facebook application.

At this time I’m showing no additional questions and I would like to turn the conference call back over to management.

Thanks again for joining us today and we look forward to speaking with you in January when we intend to report our 2008 fourth quarter and full year results.