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                                                                  Exhibit 10(qq)


                                PROMISSORY NOTE


$2,100,000.00                                                Trenton, New Jersey
                                                               December 31, 1997


      FOR VALUE RECEIVED, Strategic Technology Systems, Inc., a Nevada 
corporation ("Debtor") promises to pay to the order of BASE TEN SYSTEMS, 
INC., a New Jersey corporation ("Payee"), at One Electronics Drive, Trenton, 
New Jersey 08819, or at such other place as Payee may from time to time 
designate in writing, the principal sum of $2,100,000.00, as provided herein. 
This Note is the promissory note referred to in the Asset Purchase Agreement, 
dated as of the date hereof, between Debtor and Payee (the "Purchase 
Agreement"). Capitalized terms used but not defined herein shall have the 
meaning ascribed to them in the Purchase Agreement.

1. Payments

   1.1  Interest Payments. Debtor promises to pay interest on the unpaid 
principal amount hereof until maturity (whether by passage of time, 
acceleration or otherwise) at a rate equal to 7.5% per annum. Such interest 
shall be payable in arrears on the last day of each calendar quarter, 
commencing December 31, 1997 and ending on December 31, 2002 (the "Maturity 
Date") and such interest payments shall be made in lawful money of the United 
States. Interest shall be calculated on the basis of a 365-day year and 
actual days elapsed. Notwithstanding anything to the contrary contained in 
this Note, Debtor shall not be obligated to pay, and Payee shall not be 
entitled to charge, collect or receive interest in excess of the maximum 
rate allowed by applicable law. During any period of time in which the 
interest rate specified in this Note exceeds such maximum rate, interest 
shall accrue and be payable at such maximum rate.

   1.2  Principal Payments. Debtor shall not be required to make principal 
payments under this Note from the date hereof until December 31, 1999 (the 
"Initial Period"). Thereafter, this Note shall amortize in equal installments 
over a three year period beginning on March 31, 2000 and ending on the 
Maturity Date (the "Amortization Period"). Such principal payments during the 
Amortization Period shall be due and payable on the last day of each calendar 
quarter commencing on March 31, 2000.

   1.3  Optional Prepayments. Debtor may, at its option, at any time and from 
time to time, prepay all or any part of the principal balance of this Note, 
without penalty or premium, in multiples of $100,000, with any such 
prepayment being applied first to accrued interest due under the Note, and 
second to the principal amount due under the Note.

   1.4  Day of Payment. Whenever any payment to be made hereunder shall 
become due and payable on a day which is not a Business Day (as defined 
below), such payment may be made on the next succeeding Business Day and, in 
the case of any payment of principal, such extension

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made on the next succeeding Business Day and, in the case of any payment of 
principal, such extension of time shall in such case be included in computing 
interest on such payment. As used herein, "Business Day" shall mean any day 
which is not a Saturday or Sunday and on which banks in the State of New York 
are not authorized or required to close.

   1.5   Obligation to Pay. Debtor shall make all payments hereunder in full 
without offset, reduction or deduction of any kind or amount or for any 
reason, including, without limitation, setoff by any amounts which Debtor may 
claim or be entitled to claim under the Purchase Agreement.

   1.6   Default Rate. In the event that any principal or interest payment 
due hereunder shall not be paid as provided herein and an Event of Default 
has occurred, such payment shall bear interest at a rate equal to 18% per 
annum, from the date when such payment was due until paid.

2. Representations and Warranties. Debtor represents and warrants (which 
representations and warranties shall survive the execution and delivery of 
this Note) to Payee that:

   2.1   Organization: Corporate Power. Debtor is duly organized, validly 
existing and in good standing under the laws of the State of Nevada, has full 
corporate power and authority to own its property and assets and to carry on 
its business as now conducted, or as expected to be conducted immediately 
following the closing: As of the Closing, Debtor will be qualified to do 
business and will be in good standing in each jurisdiction in which such 
qualification is necessary under applicable laws as a result of the conduct 
of its business or the ownership of its properties, except where the failure 
to be so qualified and in good standing would not have a material adverse 
effect.

   2.2   Authorization. Debtor has all necessary power and authority and has 
taken all corporate action and has obtained all approvals necessary to 
execute, deliver and perform its obligations under this Note and to 
consummate the transactions contemplated hereby, and no other proceedings on 
the part of Debtor are necessary to authorize this Note or the transactions 
contemplated hereby. This Note has been duly executed and delivered by Debtor 
and is a valid, binding and enforceable obligation of Debtor, enforceable 
against it in accordance with its terms, except as such enforceability may 
be limited by (i) bankruptcy, insolvency, moratorium, reorganization and 
other similar laws affecting creditors' rights generally and (ii) the 
general principles of equity, regardless of whether asserted in a proceeding 
in equity or at law.

   2.3   No Conflict or Violation. Neither the execution, delivery and 
performance of this Note by Debtor nor the consummations of the transactions 
contemplated hereby and thereby will result in (i) a violation of a conflict 
with any provision of the certificate of incorporation or by-laws of Debtor, 
(ii) a breach of, or a default under any term or provision

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of any contract, agreement, indebtedness, lease, commitment, licence, 
franchise, Permit, authorization or concession to which Debtor is a party, 
which breach or default would have a Material Adverse Effect, or (iii) a 
violation by Debtor of any statute or law or any judgment, decree, regulation 
or rule of any court or Governmental Body applicable to Debtor, which 
violation would have a Material Adverse Effect.

    2.4  Consents and Approvals. No consent, approval, authorization of, or 
declaration, filing or registration with, any Governmental Body, or any other 
Person, is required to be made or obtained by Debtor in connection with the 
execution, delivery and performance of this Note .

    2.5  Litigation: Compliance with Laws; etc. (a) There are not any actions, 
suits or proceedings at law or in equity or by or before any governmental 
instrumentality or other agency or regulatory authority now pending or, to 
the knowledge of Debtor, threatened against or affecting Debtor.

         (b)  Debtor is not in violation of any law, or in default with 
respect to any judgment, writ, injunction, decree, rule or regulation of any 
court or governmental agency or instrumentality.

    2.6  Title to Properties. Upon Closing, Debtor shall have good and 
marketable title to all of its properties and assets, free and clear of any 
lien, pledge, security interest, or other Encumbrance or claim of any kind, 
except in favor of Payee and except as otherwise provided in the Purchase 
Agreement.

3.  Affirmative Covenants. Debtor covenants and agrees with Payee that, so 
long as this Note shall remain in effect, or the principal of or interest of 
this Note or any fee, expense or amount payable hereunder or with respect to 
this Note shall be unpaid, it will:

    3.1  Existence. Do or cause to be done all things necessary to preserve, 
renew and keep in full force and effect its legal existence.

    3.2  Taxes. Pay and discharge promptly when due all Taxes, assessments 
and governmental charges or levies imposed upon it or upon its income or 
profits or in respect of its property before the same shall become delinquent 
or in default unless the validity or amount thereof is being contested in 
good faith by appropriate proceedings and Debtor has maintained adequate 
reserves with respect thereto in accordance with generally accepted 
accounting principals.

    3.3  Litigation and Other Notices. Upon knowledge by Debtor, give Payee 
prompt written notice of the following:


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      (a) the issuance by any court or Governmental Body of any injunction, 
order, decision or other restraint prohibiting, or having the effect of 
invalidating, any provision of this Note, the Security Agreement or the other 
documents to be delivered by Debtor under the Security Agreement, or the 
initiation of any litigation or similar proceeding seeking any such 
injunction, order, decision or other restraint;

      (b) the filing or commencement of any action, suit or proceeding 
against Debtor, whether at law or in equity or by or before any court or 
Governmental Body, which is brought by or on behalf of any Governmental Body, 
or in which injunctive or other equitable relief is sought and such relief, 
if obtained, would materially impair the right or ability of Debtor to 
perform its obligations under this Note; and 

      (c) any Event of Default (as hereinafter defined) or event or condition 
which, with the giving of notice or lapse of time or both, would constitute an 
Event of Default, specifying the nature and extent thereof and the action (if 
any) which is proposed to be taken with respect thereto.

4. Negative Covenants. Debtor covenants and agrees with Payee that, so long 
as this Note shall remain in effect or the principal of or interest on this 
Note, any fee, expense or amount payable hereunder or with respect to this 
Note shall be unpaid, it will not:

   4.1 Liens. Incur, create, assume or permit to exist in favor of an 
affiliate of the Debtor any lien or other Encumbrance of any kind or nature 
on any of its property or assets, whether owned at the date hereof or 
hereafter acquired, or assign or convey any rights to or security interests 
in any future revenues to an affiliate of the Debtor.

   4.2 Dividends and Distributions. Declare or pay, directly and indirectly, 
any cash dividends or make any other distribution, whether in cash, property, 
securities or a combination thereof, with respect to (whether by reduction of 
capital or otherwise) any shares of its capital stock or directly or 
indirectly redeem, purchase, retire or otherwise acquire for value (or permit 
any subsidiary of Debtor to purchase or acquire) any shares of any class of 
its capital stock or set aside any amount for any such purpose or make any 
principal payment or prepayment on account of, or purchase, redeem or defease 
any indebtedness to an affiliate for borrowed money or make any payment of 
principal thereon (other than prepayments and payments permitted or required 
hereunder), or agree to do any of the foregoing, or permit any subsidiary of 
Debtor to do any of the foregoing or agree to do any of the foregoing. 
Debtor and Payee acknowledge and agree that no provision herein shall 
prohibit any shareholder of Debtor from selling its shares of capital stock 
of Debtor pursuant to a public offering.

   4.3 Consolidations, Mergers and Sales of Assets. Consolidate with or merge 
into any other Person (where Debtor is not the surviving entity), or sell, 
lease, transfer or assign to any Persons or otherwise dispose of (whether in 
one transaction or a series of transactions) all or substantially all of its 
properties or assets other than inventory (whether now owned or


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hereafter acquired) or permit another Person to merge into it (where Debtor 
is not the surviving entity).

5.   Events of Default; Remedies.

      5.1  Defaults. If any one or more of the following events ("Events of 
Default") shall occur:

           (a)  If Debtor shall default in the payment of any of the principal 
of or interest on this Note when due and such default shall not have been cured
by Debtor within ten (10) days of receipt of written notice of such default by
Payee; or

           (b)  If Debtor shall default in the observance or performance of 
any covenants or agreements contained in this Note; or

           (c)  If any representation or warranty made by Debtor in this Note 
or in connection with any of the transactions contemplated herein shall prove 
to have been false or incorrect in any material respect when made; or

           (d)  If Debtor shall make an assignment for the benefit of 
creditors, or shall admit in writing its inability to pay its debts as they 
become due, or shall file a voluntary petition in bankruptcy or shall be 
adjudicated a bankrupt or insolvent, or shall file any petition or answer 
seeking for itself any reorganization, arrangement, composition, 
readjustment, liquidation, dissolution or similar relief under any present or 
future statute, law or regulation, or shall file any answer admitting or not 
contesting the material allegations of a petition filed against it in any 
such proceeding, or shall seek or consent to or acquiesce in the appointment 
of any trustee, receiver or liquidator of all or any substantial part of the 
properties of Debtor; or 

           (e)  If, within sixty (60) days after the commencement of an 
action against Debtor seeking any reorganization, arrangement, composition, 
readjustment, liquidation, dissolution or similar relief under any present or 
future statute, law or regulation, such action shall not have been dismissed 
or stayed or if, within sixty (60) days after the appointment, without the 
consent or acquiescence of Debtor, of any trustee, receiver, or liquidator of 
any Debtor or any substantial part of Debtor's properties, such appointment 
shall not have been vacated; or

           (f) If any order, judgment, or decree shall be entered in any 
proceeding against Debtor requiring Debtor to divest itself of a substantial 
part of its assets, or awarding a money judgment or judgments against Debtor 
aggregating more than $100,000, and if, within thirty (30) days after entry 
thereof, such order, judgment or decree shall not have been discharged or 
execution thereof stayed pending appeal; or if, within thirty (30) days after 
the expiration of any such stay, such judgment, order or decree shall not have 
been discharged; or

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        (g)  If default shall be made with respect to any indebtedness of 
Debtor in excess of $100,000 if the effect of any such default shall be to 
accelerate or permit the acceleration of the maturity of such indebtedness; 
or any amount of principal or interest in respect of such indebtedness shall 
not be paid when and as due (after giving effect to any period of grace 
specified for such payment in the instrument evidencing or governing the 
same); or

        (h)  If Debtor shall default on the payment of any amount due under 
the Sublease or in the observance or performance of any covenants contained 
in the Sublease; or

        (i)  If this Note shall for any reason cease to be, or shall be 
asserted by Debtor not to be, a legal, valid and binding obligation of 
Debtor, enforceable in accordance with its terms;

        then in the case of an Event of Default described in Sections 6.1(d)
or 6.1(e) above, the unpaid balance of this Note and all interest accrued 
hereon shall automatically (without any action on the part of Payee and 
without presentment, demand, protest or notice of any kind, all of which are 
hereby expressly waived) forthwith become due and payable, and in the case of 
any other Event of Default, then and in any such event, and at any time 
thereafter, if such or any other Event of Default shall then be continuing, 
Payee may, at its option, declare this Note to be due and payable without 
presentment, demand, protest or notice of any kind, all of which are hereby 
expressly waived, anything contained herein to the contrary notwithstanding.  
Payee shall have all of the rights and remedies set forth in this Note and in 
any instrument or document referred to herein and under any other applicable 
law relating to this Note.

    5.2  Rights and Remedies Cumulative.  No right or remedy herein conferred 
upon Payee is intended to be exclusive of any other right or remedy contained 
herein or in any instrument or document delivered in connection with or 
pursuant to this Note and every such right or remedy shall be cumulative and 
shall be in addition to every other such right or remedy contained herein and 
therein or now or hereafter existing at law or in equity or by statute, or 
otherwise.

    5.3  Rights and Remedies Not Waived.  No course of dealing between Debtor 
and Payee or any failure or delay on the part of Payee in exercising any 
rights or remedies of Payee and no single or partial exercise of any rights 
or remedies hereunder shall operate as a waiver or preclude the exercise of 
any other rights or remedies hereunder.

6.  Miscellaneous.

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   6.1  Collection Costs.  In the event Payee shall refer this Note to an 
attorney for collection upon the occurrence of an Event of Default, Debtor 
agrees to pay, in addition to unpaid principal and interest, all the costs 
and expenses incurred in attempting or effecting collection hereunder, 
including reasonable attorneys' fees and disbursements, whether or not suit 
is instituted.

   6.2  Waivers.  Presentment, demand, protest or other notice of any kind, 
except as may be otherwise specifically provided herein, are all hereby 
waived with respect to this Note.

   6.3  Modification.  No modification or waiver of any provision of this 
Note and no consent by Payee to any departure therefrom by Debtor shall be 
effective unless such modification or waiver shall be in writing and signed 
by Payee, and the same shall then be effective only for the period and on the 
conditions and for the specific instances and purposes specified in such 
writing. No notice to or demand on Debtor in any case shall entitle Debtor to 
any other or further notice or demand in similar or other circumstances.

   6.4  Expenses.  (a) Debtor agrees to pay all reasonable out-of-pocket 
expenses incurred by Payee in connection with the preparation of any 
amendments, modifications or waivers of the provisions of this Note requested 
by Debtor or incurred by Payee in connection with the occurrence of an Event 
of Default and the enforcement or protection of its rights in connection with 
this Note or in connection with any pending or threatening action, 
proceeding, or investigation relating to the foregoing, in each case 
including but not limited to the reasonable fees and disbursements of counsel 
for Payee.

         (b)   The provisions of this Section 6.4 shall remain operative and 
in full force and effect regardless of the expiration of the term of this 
Note, the consummation of the transactions contemplated hereby, the repayment 
of this Note, the invalidity or unenforceability of any term or provision of 
this Note, or any investigation made by or on behalf of Payee.  All amounts 
due under this Section 6.4 shall be payable on written demand therefor.

   6.5   Entire Agreement; Waiver of Jury Trial, etc. (a) This Note 
constitutes the entire contract between the parties relative to the subject 
matter hereof.  Any previous agreement among the parties with respect to the 
transactions contemplated herein is superseded by this Note .  Except as 
expressly provided herein, nothing in this Note , expressed or implied, is 
intended to confer upon any party, other than the parties hereto, any rights, 
remedies, obligations or liabilities under or by reason of this Note.

         (b)  Except as prohibited by law, Debtor hereby waives any right it 
may have to a trial by jury in respect of any litigation directly or indirectly
arising out of, under or in connection with this Note.


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    6.6  Consent of Jurisdiction.  Debtor hereby irrevocably consents to the 
jurisdiction of the Courts of the State of New Jersey and of any Federal Court 
located in New Jersey in connection with any action or proceeding arising out 
of or relating to this Note.

    6.7  Benefit of Agreement.  This Note shall be binding upon the 
successors and assigns of Debtor and inure to the benefit of the Payee and 
its successors, endorsees and assigns.

    6.8  Notices. required or permitted hereunder shall be sufficient if in 
writing and delivered by hand or sent by telecopy, or sent postage prepaid, 
by U.S. Post Office express mail, or by recognized overnight air courier 
service and shall be deemed given when so delivered by hand, or telecopied, 
or if mailed or sent by overnight courier service, on the scheduled delivery 
date, to the parties at the following addresses:

         (a)  if to Debtor, to Strategic Technologies, Inc., One Electronics 
Drive, Trenton, New Jersey, 08619.

         (b)  if to Payee, to Base Ten Systems, Inc., One Electronics Drive, 
Trenton, New Jersey, 08619.

    or to such other address as the addressee may have specified in a notice 
duly given to sender as provided herein, delivered or three days after being 
sent by registered or certified mail, postage prepaid, return receipt 
requested, if by mail, or upon receipt if by any telegraphic or telex 
communications equipment, in each case addressed to such party as provided in 
this Section 7.8 or in accordance with the latest unrevoked direction from 
such party.

    6.9  New Jersey Law.  This Note shall be construed in accordance with and 
governed by the laws of the State of New Jersey.

                                       STRATEGIC TECHNOLOGY SYSTEMS, INC.


                                       By:      /s/ Edward J. Klinsport
                                          -----------------------------------
                                          Name:  Edward J. Klinsport
                                          Title: President and Chief Executive
                                                   Officer