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                                                                  Exhibit 10(uu)

                               FIFTH AMENDMENT TO LEASE


     THIS FIFTH AMENDMENT TO LEASE is dated as of December 31, 1997 by and 
between CKR PARTNERS, L.L.C. ("Landlord"), having an office at 173 Rolling 
Hills Road, Skillman, New Jersey 08558, and BASE TEN SYSTEMS, INC. 
("Tenant"), having an office at One Electronics Drive, Hamilton, New Jersey 
08619.

    INTRODUCTORY STATEMENTS:

    A.   By Lease dated October 28,1994 (the "Original Lease"), Landlord 
leased to Tenant and Tenant hired from Landlord certain lands and premises 
located in the Township of Hamilton, Mercer County, New Jersey, commonly 
known as One Electronics Drive.

    B.   By Amendments to Lease dated December 23, 1994, May 30,1995, August 
8, 1995 and August 25, 1995 (the "Prior Amendments"), the parties amended the 
Original Lease in certain respects.  The Original Lease, as amended by the 
Prior Amendments, is hereafter called the "Lease".

    C.   The parties desire to amend certain terms and conditions of the 
Lease.

    D.   All capitalized terms used in this Second Amendment and not defined 
herein shall have the meanings given to them in the Lease.

    NOW, THEREFORE, in consideration of the foregoing, the parties agree that 
the Lease is hereby amended as follows, effective as of the date hereof:




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    1.   Landlord hereby consents to the subleasing of a portion of the 
Premises by Tenant to STRATEGIC TECHNOLOGY SYSTEMS, INC. in accordance with a 
Sublease dated ___________________, 1997 (the "Sublease"), a true copy of 
which has been delivered to Landlord by Tenant.

    2.   Article XI is amended by the addition of the following Section 11.2:

         11.2 Notwithstanding the foregoing provisions of this Article, 
    unless and until Tenant exercises its purchase option under Section 11.1, 
    Landlord shall have the right to sell the Premises free and clear of 
    Tenant's purchase option under Section 11.1, provided that the following 
    conditions are satisfied:

              (a)  Landlord receives from an independent third party a 
    written offer (the "Offer") to purchase the Premises at a price and on 
    terms which are acceptable to Landlord.

              (b)  Landlord delivers to Tenant a copy of the Offer with a 
    demand that Tenant agree to purchase the Premises within seven (7) days 
    after its receipt of such notice (the "Referral Period") at the price and 
    terms described in the Offer.

              (c)  If Tenant fails, within the Referral Period, to agree to 
    purchase the Premises as provided in the foregoing subsection, Landlord 
    shall have the right to sell the Premises to the third party on the terms 
    contained in the Offer free and clear of Tenant's purchase option under 
    Section 11.1, and said Section 11.1 shall be null and void, providing 
    that the closing of title takes place within two (2) months after the 
    expiration of the Referral Period. If the closing does not take place 
    within such two(2) month period or if the terms of the Offer change, 
    Tenant's rights under this Article shall reinstated and Landlord shall be 
    obligated to re-offer the Premises to Tenant in connection with any third 
    party offer to purchase the Premises.

              (d)  If Tenant elects to purchase the Premises within the 
    Referral Period, the closing of title shall take place as described in 
    Section 11.1, except that (i) the purchase price and terms shall be those 
    contained in the Offer, (ii) Tenant shall be obligated to pay to 
    Landlord, within ten (10) days after its agreement to purchase, a deposit 
    equal to ten percent (10%) of the purchase price, and (iii) the closing 
    of title shall take place within (60) days after Tenant's agreement to 
    purchase the Premises.

    3.   Except and as amended hereby, the Lease remains in full force and 
effect.

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    IN WITNESS WHEREOF, the parties have caused this Second Amendment to 
Lease to be executed by their duly authorized representatives as of the first 
written herein. 

                                            CKR PARTNERS, L.L.C.


                                            By:   /s/ Bruce D. Cowen
                                                  -------------------------
                                                  Bruce Cowen

                                          
                                                  -------------------------
                                                  Vincent Rocco

                                                  /s/ Myles Kranzler
                                                  -------------------------
                                                  Myles Kranzler

                                                  /s/ Mildred Kranzler
                                                  -------------------------
                                                  Mildred Kranzler



                                            BASE TEN SYSTEMS, INC.

                                            By:   /s/ Edward J. Klinsport
                                                  -------------------------



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     IN WITNESS WHEREOF, the parties have caused this Second Amendment to 
Lease to be executed by their duly authorized representatives as of the date 
first written herein.


                                              CKR PARTNERS, L.L.C.
                                              By:   
                                                    -------------------------
                                                    Bruce Cowen 

                                                    /s/ Vincent Rocco
                                                    -------------------------
                                                    Vincent Rocco

                                                    /s/ Myles Kranzler
                                                    -------------------------
                                                    Myles Kranzler

                                                    -------------------------
                                                    Mildred Kranzler

                                              BASE TEN SYSTEMS, INC.

                                              By:   /s/ Edward J. Klinsport
                                                    -------------------------



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