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                                                           Exhibit 10(ee)

No. ______________                       Warrant to Purchase 150,000 Shares of
                                         Class A Common Stock


                           BASE TEN SYSTEMS, INC.

                    Class A Common Stock Purchase Warrant

                             April 15, 1997

         NEITHER THIS WARRANT NOR THE SHARES OF CLASS A COMMON STOCK ISSUABLE 
UPON EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, 
AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE SOLD, TRANSFERRED, 
ASSIGNED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNTIL A REGISTRATION 
STATEMENT WITH RESPECT THERETO IS DECLARED EFFECTIVE UNDER SUCH ACT OR BASE 
TEN SYSTEMS, INC. RECEIVES AN OPINION OF COUNSEL SATISFACTORY IN FORM AND 
SUBSTANCE TO BASE TEN SYSTEMS, INC. AND ITS COUNSEL THAT AN EXEMPTION FROM 
THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT IS AVAILABLE.

         THIS CERTIFIES THAT STRATEGIC GROWTH INTERNATIONAL, INC. 
(hereinafter sometimes called the "Holder") is entitled to purchase from BASE 
TEN SYSTEMS, INC., a New Jersey corporation (the "Company"), at the price and 
during the period hereinafter specified, up to 150,000 shares (the "Warrant 
Shares") of the Company's Class A Common Stock, $1.00 par value (the "Common 
Stock").

         This Warrant is subject to adjustment in accordance with Paragraph 9 
hereof.

         1. a. Vesting.

               The rights represented by this Warrant shall vest in four 
equal portions of 37,500 Warrants each, one portion vesting at the end of 
each six (6) month period commencing on the date of grant.

            b. Exerciseability.

               The rights represented by this Warrant shall be exercisable 
for a period of five (5) years, commencing on the date such rights first vest 
as to each 37,500 Warrant portion as set forth in Section 1(a) above and 
ending five (5) years after such vesting (the "Exercise Period"). After 
expiration of the Exercise Period applicable to each portion of the Warrant, 
the Holder shall have no right to purchase any shares of Common Stock 
underlying that portion of the Warrant and that portion of the Warrant shall 
terminate. If, at any time prior to the expiration of the Exercise Period as 
to any portion of the Warrant, there shall be a sale of all or substantially 
all of the properties and assets of the Company as an entirety to any other 
corporation or person, the unexercisable portion of the Warrant to the extent 
not then expired and terminated shall, upon such sale, become immediately 
exercisable.

          c. Exercise Price.

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    The rights represented by this Warrant shall be exercisable at a purchase 
price of $10.125 per share (the "Exercise Price"), subject to adjustment in 
accordance with Paragraph 9.

    2. The rights represented by this Warrant may be exercised at any time 
within the Exercise Period above specified, in whole or part, by (i) the 
surrender of this Warrant (with the exercise form at the end hereof properly 
executed) at the principal executive office of the Company (or such other 
office or agency of the Company as it may designate by notice in writing to 
the Holder at the address of the Holder appearing on the books of the 
Company); and (ii) payment to the Company of the Exercise Price then in 
effect for the number of shares of Common Stock specified in the 
above-mentioned exercise form together with applicable stock transfer taxes, 
if any. This Warrant shall be deemed to have been exercised, in whole or in 
part to the extent specified, on the close of business on the date this 
Warrant is surrendered and payment is made in accordance with the foregoing 
provisions of this Paragraph 2, and the person or persons in whose name or 
names the certificates for shares of Common Stock shall be issuable upon such 
exercise shall become the holder or holders of record of such shares of 
Common Stock so purchased shall be delivered to such person or persons within 
a reasonable time, not exceeding thirty (30) days, after this Warrant shall 
have been exercised.

    3. Holder understands that, except as set forth in Paragraph 6 hereof, 
the Warrant Shares will not be registered under the Securities Act and that 
they must be held indefinitely unless a subsequent disposition thereof is 
registered under the Securities Act or the transaction is exempt from 
registration. The certificate or certificates representing any Warrant 
Shares shall bear the following restrictive legend:

         "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE 
         SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), 
         AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR 
         OTHERWISE DISPOSED OF IN THE ABSENCE OF (i) AN EFFECTIVE 
         REGISTRATION STATEMENT UNDER THE SECURITIES ACT; OR (ii) 
         TO THE EXTENT APPLICABLE, PURSUANT TO RULE 144 UNDER THE 
         SECURITIES ACT (OR SIMILAR RULE UNDER THE SECURITIES ACT 
         RELATING TO THE DISPOSITION OF SECURITIES), OR (iii) AN 
         OPINION OF COUNSEL, IN FORM AND SUBSTANCE SATISFACTORY TO 
         THE COMPANY AND ITS COUNSEL, THAT AN EXEMPTION FROM 
         REGISTRATION UNDER THE SECURITIES ACT IS AVAILABLE."

    4. The Company covenants and agrees that all shares of Common Stock 
which may be issued upon exercise of this Warrant will, upon issuance, be 
duly and validly issued, fully paid and nonassessable and no personal 
liability will attach to the Holder thereof. The Company further covenants 
and agrees that during the Exercise Period, the Company will at all times 
have authorized and reserved a sufficient number of shares of its Common 
Stock to provide for the exercise of this Warrant.

    5. The Warrant shall not entitle the Holder to any rights, including, 
without limitation, voting rights, as a stockholder of the Company.

    6. a. If, at any time during the Exercise Period, the Company proposes to 
register any of its securities under the Securities Act (other than in 
connection with a primary public

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offering of the Company's securities, a merger or other business combination, 
or pursuant to Form S-8 or other comparable Form), it will give written 
notice by registered mail, at least thirty (30) days prior to the filing of 
each such registration statement, to Holder of its intention to do so. If 
Holder notifies the Company within ten (10) days after receipt of any such 
notice of his desire to include any Warrant Shares owned by him in such 
proposed registration statement, the Company shall afford the Holder the 
opportunity to have any of its Warrant Shares registered under such 
registration statement; provided that (i) such inclusion does not pose any 
significant legal problem, and (ii) if such registration statement is filed 
pursuant to an underwritten public offering, the underwriter approves 
of such inclusion.

         b. Notwithstanding the provisions of this Paragraph 6, the Company 
shall have the right at any time after it shall have given written notice 
pursuant to this Paragraph 6 (irrespective of whether a written request for 
inclusion of any Warrant Shares shall have been made) to elect not to file 
any such proposed registration statement, or to withdraw the same after the 
filing but prior to the effective data thereof.

         c. Holder will cooperate with the Company in all respects in 
connection with the registration and sale of the Warrant Shares, including, 
timely supplying all information reasonable requested by the Company and 
executing and returning all documents reasonably requested in connection 
therewith. In addition, Holder will comply with all applicable provisions of 
state and federal securities laws, including Regulation M promulgated under 
the Securities Exchange Act of 1934, as amended, and will not, during the 
course of a distribution, purchase any of the securities being distributed.

         d. All expenses incurred in any registration of the Warrant Shares 
shall be paid by the Company, including, without limitation, printing 
expenses, fees and disbursements of counsel for the Company, expenses of any 
audits to which the Company shall agree to have performed or which shall be 
necessary to comply with governmental requirements in connection with any 
such registration, all registration and filing fees for the Warrant Shares 
under federal and state securities laws, and expenses of complying with the 
securities or blue sky laws of any jurisdictions; provided, however, the 
Company shall not be liable for (i) any discounts or commissions to any 
underwriter; (ii) any stock transfer taxes incurred with respect to Warrant 
Shares sold in such offering or (iii) the fees and expenses of counsel for 
Holder.

    7. This Warrant and all rights hereunder shall not be transferred, sold, 
assigned or hypothecated at any time without the prior written consent of the 
Company, except that it may be assigned in whole or in part to any person who 
is a bona fide officer of the Holder. This Warrant and all the rights 
hereunder shall be binding upon and inure to the benefit of the parties 
hereto and their respective successors, approved assigns and approved 
transferees.

    8. If, at any time during the Exercise Period, there shall be any capital 
reorganization, reclassification of Common Stock (other than a change in par 
value or from par value to no par value or from no par value to par value as 
a result of a stock dividend or subdivision, split-up or combination of 
shares), the consolidation or merger of the Company with or into another 
corporation or of the sale of all or substantially all the properties and 
assets of the Company as an entirety to any other corporation or person, the 
unexercised portion of this Warrant shall, after such reorganization, 
reclassification, consolidation, merger or sale, be exercisable for the kind 
and number of shares of stock or other securities or property of the Company, 
or of the corporation resulting from such consolidation or surviving such 
merger, to which the Holder would have been entitled if the Holder had held 
shares of Common Stock issuable upon the exercise hereof immediately prior to 
such reorganization,

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reclassification, consolidation, merger or sale. The provisions of this 
Paragraph 8 shall similarly apply to successive reorganizations, 
reclassifications, consolidations, mergers and sales.

         9.   The Exercise Price and  Period in effect at any time 
and the number and kind of securities purchasable upon the Exercise of this 
Warrant shall be subject to adjustment from time to time upon the happening 
of certain events as follows:

             a.    If, at any time during the Exercise Period, the company 
(i) declare a dividend or make a distribution on its outstanding shares of 
Common Stock in shares of Common Stock, (ii) subdivide of reclassify its 
outstanding shares of Common Stock into a greater number of shares, of (iii) 
combine or reclassify its outstanding shares of Common Stock into a smaller 
number of shares, the Exercise Price in effect at the time of the effective 
date or record date, as the case may be, for such sale, dividend or 
distribution or of the effective date of such subdivision, combination or 
reclassification shall be appropriately adjusted by the Company.

             b.    Whenever the Exercise Price payable upon exercise of 
this Warrant is adjusted pursuant to Paragraph 9(a) above, the number of 
Warrant Shares shall be appropriately and equally adjusted by the Company at 
the same time.

             c.    Notwithstanding any adjustment in the Exercise Price or 
the number or kind of shares of Common Stock purchasable upon the exercise of 
this Warrant, certificates for Warrants issued prior or subsequent to such 
adjustment may continue to express the same price and number and kind of 
shares of Common Stock as are initially issuable pursuant to this Warrant.

             d.    The Company may, but under no circumstances is obligated 
to, modify the terms of this Warrant to provide for an earlier commencement 
of the Exercise Period, or to extend the Exercise Period, or to lower the 
Exercise Price, at any time to the expiration of this Warrant.

         10.   This Agreement shall be governed by and in accordance with the 
laws of the State of New Jersey.

         IN WITNESS WHEREOF, BASE TEN SYSTEMS, INC. has caused this Warrant 
to be signed by its duly authorized officer as of the date set forth on the 
first page hereof.

                                       By:/s/ Edward J. Klinsport
                                          ---------------------------
                                          Name: Edward J. Klinsport
                                          Title: Executive Vice Present


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                            BASE TEN SYSTEMS, INC.
                                PURCHASE FORM

   The undersigned hereby irrevocably elects to exercise the rights of 
purchase represented by the within Warrant for, and to purchase thereunder 
__________ shares of Class A Common Stock (the "Shares") provided for 
therein, and requests that certificates for the Shares be issued in the name 
of:

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           (Please Print Name, Address and Social Security Number)

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and, if said number of Shares shall not be all the Shares purchasable 
hereunder, that a new Warrant certificate for the balance of the Shares 
purchasable under the within Warrant certificate be registered in the name of 
the undersigned Holder or his Assignee as below indicated and delivered to 
the address stated below.

Date:               , 19
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Name of Holder or Permitted Assignee (Please Print):
                                                    --------------------------

Address:
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Signature:
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Signature Guaranteed:        Note:  The above signature must correspond with 
                                    the name as written upon the face of this 
                                    Warrant certificate in every particular, 
                                    without alteration or enlargement or any 
                                    change whatever, unless this Warrant has 
                                    been assigned in accordance with the terms 
                                    of the Warrant.

                                  ASSIGNMENT
                (To be signed only upon assignment of Warrant)

   FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers 
unto

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           (Please Print Name, Address and Social Security Number)

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the within Warrant, hereby irrevocably constituting and appointing 
________________ Attorney to transfer said Warrant on the books of the 
Company, with full power of substitution in the premises.


Date:               , 19               
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                                           Signature of Registered Holder


Signature Guaranteed:        Note:  The above signature must correspond with 
                                    the name as written upon the face of this 
                                    Warrant certificate in every particular, 
                                    without alteration or enlargement or any 
                                    change whatever, unless this Warrant has 
                                    been assigned.