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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549

                                   FORM 10-K/A
                (Amendment No. 1, amending Part III, Items 10-13)

                  Annual Report Pursuant to Section 13 or 15(d)
                     of the Securities Exchange Act of 1934

For the Fiscal Year Ended December 31, 1999           Commission File No. 0-7100

                             BASE TEN SYSTEMS, INC.
                             ----------------------
             (Exact name of registrant as specified in its charter)


       New Jersey                                22-1804206
       ----------                                ----------
(State or other jurisdiction of        (I.R.S. Employer Identification No.)
incorporation or organization)

           One Electronics Drive
           Trenton, New Jersey                                          08619
           -------------------                                          -----
(Address of principal executive offices)                             (Zip Code)

       Registrant's telephone number, including area code: (609) 586-7010

           Securities registered pursuant to Section 12(g) of the Act:

                               Title of each class

                              Class A Common Stock
                              Class B Common Stock

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days. Yes X No

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of  Regulation  S-K under the  Securities  Exchange Act of 1934 is not contained
herein, and will not be contained, to the best of the Registrant's knowledge, in
definitive proxy or information statements incorporated in Part III of this Form
10-K or any amendments to this Form 10-K X

As of March 17, 2000,  5,106,048 shares of Class A Common Stock and 9,450 shares
of Class B Common  Stock were  outstanding,  and the  aggregate  market value of
shares held by  unaffiliated  stockholders  was  approximately  $16,650,000  and
$57,000, respectively.

                       DOCUMENTS INCORPORATED BY REFERENCE

This  Form  10-K/A  amends  the  Form  10-K  filed  by the  Registrant  with the
Securities and Exchange Commission on March 30, 2000 ("Registrant's Form 10-K").
Items 10, 11, 12 and 13 of Part III of Registrant's  Form 10-K were incorporated
by reference to the Registrant's  definitive Proxy Statement for its 2000 Annual
Meeting of  Shareholders  to be filed with the  Commission  by May 1, 2000.  The
definitive Proxy Statement will not be filed with the Commission by May 1, 2000.
Accordingly,  Registrant is filing this amendment to  Registrant's  Form 10-K to
provide the information  required by Items 10, 11, 12 and 13 of Part III of Form
10-K.
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<PAGE>



                                    PART III

ITEM 10.   DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

       The  current  directors  and  executive  officers  of the  Company are as
follows:


--------------------------------------------------------------------------------
Name                             Age        Position
--------------------------------------------------------------------------------


Robert Hurwitz                   56         Chairman of the Board

Stephen A. Cloughley             39         Chief Executive Officer, President
                                            and Director

John C. Rhineberger              56         Director

Clark L. Bullock                 51         Director

Alan S. Poole                    73         Director

William F. Hackett               49         Senior Vice President
                                            Chief Financial Officer and
                                            Secretary

--------------------------------------------------------------------------------

         A summary of the business  experience  and  background of the Company's
current directors and executive officers is set forth below.


ROBERT  HURWITZ is a director  with a term expiring in 2002. In November 1999 he
was appointed  Chairman of the Board. From 1994 to 1999 Mr. Hurwitz was Chairman
of the  Board  and  co-founder  of  HomePlace  Stores,  Inc.,  a  chain  of home
furnishings  stores,  wholly-owned  by HomePlace  Holdings,  Inc.,  of which Mr.
Hurwitz was Chairman of the Board and Chief Executive Officer.  In January 1998,
HomePlace Holdings,  Inc. filed a voluntary petition in bankruptcy under Chapter
11 of the United States  Bankruptcy  Act, from which it emerged  successfully in
June 1999.  Since December 1998, Mr. Hurwitz has been Chairman of  Earthmed.com,
Inc., an internet portal company dealing with the alternative medical community.
From 1988 to 1994,  Mr.  Hurwitz was the chairman and a co-founder of OfficeMax,
Inc., a chain of discount  office  supply  stores.  Prior to 1988,  Mr.  Hurwitz
served as  Chairman  of the Board and Chief  Executive  Officer of  Professional
Housewares  Distributors  Inc., an  international  distributor of housewares and
electronic  appliances,  which he also  co-founded in 1977. Mr. Hurwitz has also
been a general  partner and a director  of Coral  Company,  Inc.,  a real estate
development company, since 1987.

STEPHEN A.  CLOUGHLEY was appointed a director of the Company in April 2000. Mr.
Cloughley  joined the  Company in  February  1994 as head of sales for  European
operations.  In 1996, he relocated to the corporate  offices in Trenton where he
served  as  Senior  Vice  President   responsible  for  corporate  strategy  and
marketing. Mr. Cloughley left the Company in April 1999 but rejoined Base Ten as
President and Chief Executive Officer of the Company in October 1999.



<PAGE>


JOHN C. RHINEBERGER is a director with a term expiring in 2002. Mr.  Rhineberger
currently acts as a consultant through Rhineberger Organization, Inc., providing
sales, marketing and product development consulting in the home center and other
industries  since August 1997.  From 1996 to August 1997, Mr.  Rhineberger was a
regional vice president of Shaw Industries,  a carpet manufacturer,  responsible
for retail  operations.  From 1993 to 1996, Mr.  Rhineberger was a merchandising
executive for Home Depot.  During the period from 1989 to 1993, Mr.  Rhineberger
served as President and Chief  Executive  Officer of Post Tool Retail Stores and
Sun Flooring Distribution, each a subsidiary of West Union Company. From 1987 to
1988, Mr.  Rhineberger  was President and General  Manager of Sherwin  William's
Floor World, a floor covering retail  business.  Prior to 1987, Mr.  Rhineberger
held various positions at Color Tile, a retail store chain,  including President
and Chief Operating Officer.

CLARK L.  BULLOCK was  appointed a director in June 1999.  He is Chairman of the
Board and Secretary of Almedica  International  Inc., Chief Executive Officer of
Almedica  International  Inc.  and its  subsidiaries,  Chairman  of the  General
Partner of Shelter  Rock  partners,  L.P, the  majority  owner of Almedica.  Mr.
Bullock  served  for four years as a  director  of Farah,  Inc. a New York Stock
Exchange-listed  company,  and was formerly a director of the Fundamental Family
of Funds (New York, New York) for 16 years.  Prior to forming  Shelter Rock, Mr.
Bullock was a founder of Whitney,  Novak & Bullock,  Inc. and Managing  Director
and  President  of  Niederhoffer,  Cross &  Zeckhauser,  Inc.  (both  investment
advisory  firms).  Mr. Bullock is a graduate of the Krannert  Graduate School of
Industrial Administration,  Purdue University with a Master of Science Degree in
Mathematical Economics and Statistics and holds an undergraduate degree from the
University of Arizona in International Relations and Economics.

ALAN S.  POOLE has  served as a director  of Base Ten since  1994.  From 1960 to
1992, Mr. Poole held executive positions with Johnson & Johnson,  including Vice
President of Ortho  Diagnostics,  Inc. from 1975 through 1982 and  International
Vice President of Johnson & Johnson  Pharmaceutica in Belgium from 1986 to 1992,
where he was responsible  for the Janssen  Companies in various  countries.  Mr.
Poole,  now retired,  is a member of the California  bar. Mr. Poole has informed
the Company that he will not run for re-election.

WILLIAM F.  HACKETT  joined the  Company  in  December  1997 and serves as Chief
Financial  Officer and Senior Vice  President of Human  Resources  and Corporate
Strategy.  From 1991 to 1997,  Mr.  Hackett  served as  Senior  Manager  for the
Princeton Data Division of Bloomberg Financial,  responsible for the collection,
analysis, and distribution of information and product development.


SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

         Section  16(a) of the  Securities  Exchange  Act of 1934  requires  the
Company's  executive officers and directors to file reports regarding  ownership
of the  Company's  common  stock with the SEC and to furnish  the  Company  with
copies of all such  filings.  Based on a review  of these  filings  the  Company
believes that all filings were timely made.


ITEM 11.   EXECUTIVE COMPENSATION


         Summary  Compensation  Table. The Summary  Compensation Table set forth
below shows certain compensation  information for all individuals serving as the
Company's  Chief  Executive  Officer or acting in a similar  capacity during the
1999 fiscal year, the four most highly  compensated  executive  officers,  other
than the Chief Executive  Officer,  serving as executive  officers at the end of
the 1999 fiscal  year,  and two highly  compensated  individuals  not serving as
executive officers at the end of the 1999 fiscal year (collectively,  the "Named
Executive  Officers") for services  rendered in all capacities during the fiscal
years ended December 31, 1999, December 31, 1998, the Interim Period and October
31, 1997. This  information  includes base salaries,  bonus awards and long-term
incentive  plan  payouts,  the number of stock  options  and stock  appreciation
rights ("SARs") granted, and certain other compensation, if any, whether paid or
deferred.

<PAGE>

<TABLE>
<CAPTION>

                           SUMMARY COMPENSATION TABLE
                                                                                                             LONG-TERM COMPENSATION
                                                                            ANNUAL COMPENSATION
                                                                                                              Awards
                                                                                                          Securities
                                                                                                          Underlying    All Other
                                                                                                          Options/      Compensation
Name and Principal Position                                      Period(6)       Salary     Bonus (1)     SARs (2)       (3)
---------------------------------------------------------  -------------------- ---------- -------------  ------------  ------------
<S>                                                           <C>                 <C>           <C>           <C>           <C>
Stephen A. Cloughley                                          1999 Fiscal Year    $74,923                      55,000       $71,524
President, Chief Executive Officer, 10/99 to present          1998 Fiscal Year   $137,308       $25,000       150,000
Senior Vice President, 2/98 to 4/99                            Interim Period     $18,462
Vice President, Marketing, 8/97 to 2/98                       1997 Fiscal Year   $112,115                       4,900        $1,001
Director of Marketing, 6/96 to 8/97

Thomas E. Gardner (5)                                         1999 Fiscal Year    $271,154                                  $401,250
President, Chief Executive Officer, 11/97 to 10/99            1998 Fiscal Year    $300,000      $42,500     1,250,000
Co-Chairman, 11/97 to 4/98                                     Interim Period      $40,385
Chairman, 4/98 to 10/99                                       1997 Fiscal Year

William F. Hackett                                            1999 Fiscal Year    $174,808
Senior Vice President, Chief Financial Officer,               1998 Fiscal Year    $166,923      $25,000       195,000
and Secretary, 12/97 to present                                Interim Period       $4,923
                                                              1997 Fiscal Year

Robert J. Bronstein (4)                                       1999 Fiscal Year    $107,692      $40,000        60,000        $41,706
President, Clinical Software Solutions, 6/99 to present       1998 Fiscal Year
                                                               Interim Period
                                                              1997 Fiscal Year

C. Richard Bagshaw (5)                                        1999 Fiscal Year     $69,231                                  $111,807
Executive Vice President, 12/97 to 4/99                       1998 Fiscal Year    $180,000      $30,000       235,000
                                                               Interim Period      $10,385
                                                              1997 Fiscal Year

Harvey I. Cohen (5)                                           1999 Fiscal Year    $141,346                                   $18,462
Senior Vice President, 2/98 to 10/99                          1998 Fiscal Year    $154,692      $25,000       110,000
Sr. V.P. Software Development, 10/97 to 2/98                   Interim Period      $22,308
V.P. Software Development, 11/94 to 10/96                     1997 Fiscal Year    $167,816                      4,900        $11,204

</TABLE>

      (1)  Bonuses  earned in the 1998  fiscal  year were paid by the Company in
           January 1999.

      (2)  Securities  represent  shares  of  Class A  Common  Stock  underlying
           options.

      (3)  Fiscal 1998 include interest paid on balance of individuals' deferred
           compensation,  vacation entitlement payout,  commissions,  separation
           pay, stock grant in lieu of option award, and forgiveness of employee
           loan. For fiscal 1997, the amounts indicated represent forgiveness of
           employee loans.

      (4)  Accrued  vacation  acquired  by Base Ten during  purchase of Almedica
           which was paid out as part of Base Ten's acquisition of Almedica. Mr.
           Bronstein resigned as an officer and employee of the Company April 1,
           2000.

      (5)  The employment of Messrs. Bagshaw, Cohen and Gardner terminated April
           30, 1999, October 8, 1999 and October 28, 1999, respectively.

      (6)  In January 1998, the Company  elected to change its fiscal year to an
           accounting  period from January 1 to December 31. The interim  period
           commences November 1, 1997 and ends December 31, 1997.


         Option/SAR  Grants in Last  Fiscal  Year.  The  following  table  shows
information  regarding  grants  of stock  options  made to the  Named  Executive
Officers  during the fiscal year ended December 31, 1999 and the Interim Period,
a two month period  ending  December 31,  1998.  The amounts  shown as potential
realizable  values  are  based  on  assumed  annualized  rates  of  stock  price
appreciation of five percent and ten percent over the term of the options. These
potential  realizable  values are based solely on  arbitrarily  assumed rates of
appreciation  required by applicable SEC  regulations.  Actual gains, if any, on
option  exercises  and  common  stock  holdings  are  dependent  on  the  future
performance  of the  Company's  Class A Common  Stock and overall  stock  market
conditions.

<PAGE>

<TABLE>
<CAPTION>

            OPTION/SAR GRANTS IN LAST FISCAL YEAR AND INTERIM PERIOD


                                                                                                          Potential
                                                                                                          Realizable
                                                                                                          Value at Assumed
                                                                                                          Annual Rates of
                                   Number of                                                              Stock Price
                                   Securities      % of Total                                             Appreciation for
                                   Underlying     Options/SARs                                            Option Term
                                  Options/SARs     Granted to     Exercise or Base
    Name                          Granted (1)       Employees       Price ($/Sh)        Expiration Date       5%           10%
    ----                          -----------       ---------       ------------        ---------------       --           ---
<S>                                  <C>             <C>                <C>                 <C>             <C>          <C>
Stephen A. Cloughley                 55,000          35.40%             $1.00               10/27/09        34,589       87,656

Thomas E. Gardner                      0                0                 0                    --             --           --

William F. Hackett                     0                0                 0                    --             --           --

Robert J. Bronstein (2)              60,000          38.62%             $4.53               6/21/09         170,934      433,179

C. Richard Bagshaw                     0                0                 0                    --             --           --

Harvey I. Cohen                        0                0                 0                    --             --           --

---------------------------

</TABLE>

(1) Securities represent shares of Class A Common Stock underlying options.

(2) Certain options held by Mr.  Bronstein will terminate in connection with his
separation  from  the  Company.  See  "Employment   Contracts,   Termination  of
Employment and Change in Control Arrangements."


         Aggregated Option/SAR Exercises in Last Fiscal Year and Fiscal Year-End
Option/SAR  Values.  The  following  table  summarizes  for  each  of the  Named
Executive  Officers the number of stock options,  if any,  exercised  during the
fiscal year ended  December 31, 1999,  the aggregate  dollar value realized upon
exercise, the total number of securities underlying unexercised options, if any,
held at December  31, 1999,  and the  aggregate  dollar  value of  in-the-money,
unexercised  options,  if any,  held at December 31, 1999.  Value  realized upon
exercise is the difference between the fair market value of the underlying stock
on the  exercise  date and the  exercise or base price of the  option.  Value of
unexercised,  in-the-money  options at fiscal year-end is the difference between
the exercise or base price and the fair market value of the underlying  stock on
December 31,  1999.  The last sale price of the Class A Common Stock on December
31, 1999 was 2 3/8. The values in the column "Value of Unexercised  In-The-Money
Options/SARs  at FY-End and Interim Period End" have not been, and may never be,
realized.  The underlying options have not been, and may not be, exercised,  and
actual gains,  if any, on exercise will depend upon the value of the  underlying
stock on the date of exercise.

         No options were exercised by the Named  Executive  Officers  during the
1999 fiscal year. The following table sets forth information regarding the value
of unexercised options held by the named Executive Officers of the Company.

<PAGE>

<TABLE>
<CAPTION>

                                AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND INTERIM PERIOD
          AND FISCAL YEAR-END AND INTERIM PERIOD END OPTION/SAR VALUES

                                                      Number of Securities                          Value of Unexercised
                                                     Underlying Unexercised                             In the Money
                                                        Options/SARs at                                Options/SARs at
                                               FY-End and Interim Period End (1)              FY-End and Interim Period End (1)
                                               ---------------------------------              ---------------------------------
Name                                         Exercisable             Unexercisable         Exercisable             Unexercisable
<S>                                          <C>                     <C>                   <C>                     <C>
Stephen A. Cloughley                         380                     55,000 (2)            0                       75,625

Thomas E. Gardner                            151,000                 40,000                0                       0

William F. Hackett                           23,250                  15,750                0                       0

Robert Bronstein                             30,000                  30,000                0                       0

C. Richard Bagshaw                           0                       0                     0                       0

Harvey I. Cohen                              380                     0                     0                       0

</TABLE>


(1) Securities represent shares of Class A Common Stock underlying options.

(2)   Subject   to  the  terms   and   conditions   set   forth  in   Exhibit  A
(Performance-Based Stock Option Agreement) of Employment Agreement dated October
28, 1999.


<PAGE>


DIRECTORS' COMPENSATION

         Directors  were not paid a fee for service as a director  or  committee
member during fiscal 1999. However,  during fiscal 1999 Messrs.  Rhineberger and
Hurwitz  each  received  options for an  aggregate  of 20,000  shares of Class A
Common Stock.  The options are  exercisable at the market price of such stock as
of the dates of grant.  As of December  1999,  Mr.  Hurwitz will receive  annual
compensation in the amount of $50,000 for his service as Chairman.


BOARD OF DIRECTORS' MEETINGS AND COMMITTEES

         The Board of  Directors  met 20 times at regularly  scheduled  meetings
during the fiscal year 1999.  Standing committees of the Board currently include
a Compensation  Committee and an Audit  Committee.  Each incumbent  director has
attended at least 92% of all Board meetings and applicable  committee  meetings,
except for Messrs. Batten and Schafer, each of whom is no longer a member of the
Board.

         During fiscal year 1999,  the  Compensation  Committee,  which met four
times during 1999, was comprised of Messrs.  Rhineberger and Adelson.  The Board
of Directors  adopted a written charter of the  Compensation  Committee in which
the  function  of the  Committee  is to review and set the  compensation  of the
Company's Chief Executive Officer, review and take action on the recommendations
of the Chief  Executive  Officer as to the  compensation  of the Company's other
officers  and key  personnel,  approve  the grants of any  bonuses to  officers,
review other  incentive  plans,  stock options and other forms of  compensation,
administer the Company's stock plans and approve stock option awards.

         Messrs. Rhineberger, Bullock and Poole are presently the members of the
Audit Committee.  The Audit Committee,  which is chaired by Mr. Poole, met three
times during fiscal year 1999. The Audit  Committee meets at least annually with
the Company's principal financial and accounting officers and independent public
accountants to review the scope of auditing  procedures,  the Company's policies
relating to internal  auditing and accounting  procedures  and controls,  and to
discuss results of the annual audit of the Company's financial  statements.  The
Board of Directors  adopted a written charter of the  Compensation  Committee in
which the  function  of the  Committee  is to  review  the  financial  reporting
process,  system of internal control,  audit process,  and the Company's process
for monitoring compliance with laws and regulations.


EMPLOYMENT CONTRACTS, TERMINATION OF EMPLOYMENT AND CHANGE IN CONTROL
ARRANGEMENTS

         On March 31, 2000, the Company entered into an agreement with Robert J.
Bronstein,  the President of the Company's Clinical Software Solutions Division,
by which Mr.  Bronstein  resigned as an officer and an employee of the  Company,
effective April 1, 2000 (the "Bronstein Termination Agreement"). Pursuant to the
terms of the Bronstein Termination Agreement, the Employment Agreement, dated as
of June  11,  1999,  between  the  Company  and Mr.  Bronstein  (the  "Bronstein
Employment Agreement") and the Change in Control Agreement, dated as of June 11,
1999, between the Company and Mr. Bronstein, were each terminated, provided that
Mr.  Bronstein  shall  continue  to be  bound  by  the  obligations  prohibiting
disclosure of  confidential  information  contained in the Bronstein  Employment
Agreement.  The Bronstein  Termination  Agreement  provides that Mr.  Bronstein,
among  other  things,  shall  (i)  receive  a lump sum  termination  payment  of
$200,000, (ii) serve as a consultant to the Company from the date of termination
until October 1, 2000 (the "Bronstein Consultation Term"), for which the Company
has  deposited  $60,000  in escrow,  out of which Mr.  Bronstein  shall  receive
payment of $10,000 per month as compensation for consultation  services provided
by Mr.  Bronstein to the Company during the Bronstein  Consultation  Term, (iii)
receive up to $7,500 for expenses  incurred by Mr.  Bronstein in connection with
his relocation to Napa, California and for attorneys fees incurred in connection
with the  negotiation of the Bronstein  Termination  Agreement and other related
agreements,  and  (iv) be  deemed,  for  purposes  of his  participation  in the
Company's  1998 Stock  Option and Stock Award Plan,  to have had his  employment
with the Company terminated as of October 1, 2000.

         The  Company  entered  into an  employment  agreement  with  Stephen A.
Cloughley as of October 28, 1999, the term of which is through  October 27, 2000
(the "Cloughley Employment Agreement"). As compensation for services rendered by
Mr. Cloughley under the Cloughley Employment  Agreement,  Mr. Cloughley receives
an annual base salary of $180,000 and an award of ten-year  non-qualified  stock
options  ("Performance-Based  Stock  Option")  to  purchase  a maximum of 55,000
shares  of  the  Company's  Class  A  Common  Stock  at  $1.00  per  share.  The
Performance-Based  Stock Option vests and becomes  exercisable  upon the Company
achieving certain financial goals that are set forth in the Cloughley Employment
Agreement. Under the terms of the Cloughley Employment Agreement, all agreements
between  the Company and Mr.  Cloughley  entered  into prior to October 28, 1999
were voided.

         On October 28, 1999,  the Company  agreed to the terms of a termination
agreement  by and  between  the  Company  and  Thomas  E.  Gardner,  who was the
Company's  President,  Chief  Executive  Officer  and  Chairman  of the Board of
Directors at such time (the "Termination Agreement"),  pursuant to which (i) Mr.
Gardner resigned as President and Chief Executive  Officer of the Company and as
an officer of the Company as of October 28, 1999,  (ii) Mr. Gardner  resigned as
an employee and as a director of the Company as of November 12, 1999,  (iii) the
employment agreement,  dated as of October 17, 1997, between the Company and Mr.
Gardner (the "Gardner Employment Agreement") was terminated and (iv) the amended
and restated change in control agreement,  dated as of October 17, 1997, between
the  Company  and  Gardner  (the  "Gardner  Change of  Control  Agreement")  was
terminated.  As compensation  for entering into the Termination  Agreement,  Mr.
Gardner received, among other things:

                     (i)       $5,769.24,  representing the amount equal to Mr.
                               Gardner's  accrued and unpaid base salary through
                               November 12, 1999;

                     (ii)      a termination payment of $357,500;

                     (iii)     50,000 shares of the Company's Class A Common
                               Stock;

                     (iv)      the right to exercise  certain  performance-based
                               stock options (to the extent that such option had
                               vested and was exercisable on October 31, 1999 or
                               becomes vested and  exercisable at any time prior
                               to October  31,  2000)  that were  granted to Mr.
                               Gardner  pursuant to the Base Ten  Systems,  Inc.
                               Performance-Based  Stock Option Agreement,  dated
                               as of  October  17,  1997,  by  and  between  the
                               Company   and   Mr.    Gardner   (the    "Gardner
                               Performance-Based  Stock Option  Agreement"),  at
                               any time prior to October 31, 2001;

                     (v)       the right to  exercise  a  certain  Service-Based
                               Stock  Option (to the extent that such option had
                               vested  and was  exercisable  as of  October  31,
                               1999) that were granted to Mr.  Gardner  pursuant
                               to the Base Ten Systems, Inc. service-based stock
                               option  agreement,  dated as of October  17, 1997
                               (the  "Service  Option  Agreement"),  at any time
                               prior to October 31, 2001; and

                     (vi)      the right to  exercise  certain  options  (to the
                               extent  that such  options  had  vested  and were
                               exercisable  as of October 31,  1999)  granted to
                               him by the Company pursuant to the Company's 1998
                               Stock  Option  and Stock  Award  Plan (the  "1998
                               Plan"), at any time prior to October 31, 2001.

         The Company entered into a consultant  agreement with Mr.  Cloughley on
April 26, 1999 (the  "Cloughley  Consultant  Agreement"),  pursuant to which Mr.
Cloughley provided  consulting services to the Company at the rate of $1,200 per
day. The Cloughley  Consultant  Agreement was terminated on October 28, 1999, in
accordance  with,  and  upon  the  agreement  to,  the  terms  of the  Cloughley
Employment Agreement.

         Mr.  Cloughley  initially joined the Company in February 1994. In 1996,
Mr. Cloughley transferred to the corporate offices in Trenton, New Jersey, where
his managerial assignments  encompassed marketing and corporate development.  In
April 1999, Mr. Cloughley  resigned from the Company and received severance pay,
accrued vacation and unpaid salary of $60,000, half of which was used to repay a
loan  of  $30,000  owed to the  Company.  Mr.  Cloughley  agreed  not to  accept
employment  either directly or as a consultant  with a direct  competitor of the
Company for a period of no less than two years  following his  termination.  Mr.
Cloughley rejoined the Company on October 28, 1999.

         In April 1999, C. Richard Bagshaw's employment terminated.  Mr. Bagshaw
received current salary continuation for a period of twelve months from the date
of termination in accordance with the terms of his Employment  Agreement,  dated
November 26, 1997.

         The  Company  has a change in  control  agreement  in  effect  with Mr.
Hackett.  The  agreement  provides  that if,  within  three years after  certain
"changes of control" (as defined in the  agreement,  including an acquisition of
40% or more  of the  combined  voting  power  of the  outstanding  stock  of the
Company,  a substantial  change in the  composition of the Board not approved by
"continuing  directors," or certain mergers or sales involving the Company), the
executive's  employment with the Company is terminated by the Company other than
for "cause," death or disability,  or by the executive for "good reason" (all as
defined in the agreement),  the executive would be entitled to receive,  subject
to certain  limitations,  a lump sum cash payment and health insurance  benefits
for three years following  termination of employment,  having an aggregate value
equal  to 2.99  times  the  total of  average  annual  compensation  and cost of
employee  benefits for the  executive  for the five years prior to the change of
control,  subject to a maximum amount equal of the Company's permitted deduction
under  Section 280G of the Internal  Revenue  Code.  The agreement is subject to
being extended automatically from year to year unless the Company gives at least
fifteen months' prior notice of its election not to extend the term.

         On November 13, 1998,  Jesse L. Upchurch became the owner of securities
representing over 40% of the combined voting power of the Company's  outstanding
securities.  For purposes of the change in control  agreement in effect with Mr.
Hackett,  a change in  control  is  deemed to have  occurred  at that  time.  No
payments were made to Mr.  Hackett  since that time  pursuant to the  agreements
because the events that would trigger any such  payments have not occurred.  For
purposes of the Company's  employee  benefit  plans, a change of control has not
been deemed to have occurred.

<PAGE>

                 REPORT OF COMMITTEES ON EXECUTIVE COMPENSATION

         The Company's executive  compensation program is designed to retain and
fairly  compensate its company  executives and to motivate them to maximize Base
Ten's financial  performance.  The  compensation  program  consists of three key
elements: a base salary, an annual incentive bonus, and periodic grants of stock
options.

         Base Ten's compensation policies for its executive officers,  including
its chief executive officer, are administered by the Compensation  Committee or,
as to the grant of stock  options,  by the Board or in  certain  instances  by a
specifically designated committee of the Board.

         Base Salary.  Base  salaries of the executive  officers,  including the
Chief Executive  Officer (the "CEO"),  were  established at the beginning of the
fiscal year based on the Compensation  Committee's assessment of (i) the overall
performance of the CEO and the recommendations of the CEO on officers other than
himself,  (ii) the nature of the  position and  responsibilities  of the CEO and
each of the other individuals,  (iii) the contribution,  experience and relative
importance of the executive officers to the Company,  (iv) executive salaries at
comparable  public and private  manufacturing  companies  and (v) the  Company's
financial condition as well as the Company's  financial  performance and success
in meeting its strategic plans. In making its  determinations,  the Compensation
Committee  does not assign any specific  weight to any of the foregoing  factors
and  does  not  affirmatively  target  such  base  salaries  at  any  particular
percentile  range in relation to any other group of  comparable  companies,  but
rather  considers  the  entire  mix of  factors  in the  aggregate  and  makes a
subjective  determination of what it considers to be appropriate  salary levels.
In  assessing  the base salary of each of the CEO and the other named  executive
officers, the Committee has also given consideration over the past several years
to the  substantial  changes which have been made in the nature of the Company's
business and strategic direction,  and in particular the significant change from
primarily a defense industry business to a software and technology company.  The
compensation for Mr. Cloughley was reviewed by the Compensation  Committee prior
to the commencement of Mr. Cloughley's employment as CEO on October 28, 1999.

         Annual Bonus.  Each executive  officer,  including the CEO, is eligible
for an annual  incentive  bonus based on  achievement of certain  results.  Once
results are achieved, a percentage of base salary is awarded.

         The particular percentage awarded to each executive officer,  including
the CEO, is established by the  Compensation  Committee at the beginning of each
fiscal year based upon the Committee's assessment of (i) the factors employed to
determine  base  salaries  and (ii) the  Compensation  Committee's  general view
(determined  without  survey  data)  of the  competitiveness  of  the  executive
officer's total  compensation,  including both base salary and stock options. In
making  its  determination,  the  Compensation  Committee  does not  assign  any
specific  weight  to any of  the  foregoing  factors,  but  rather  subjectively
considers the entire mix of factors in the  aggregate.  Accordingly,  the annual
incentive bonus awarded to an executive  officer may vary from year to year. See
Summary Compensation Table under the heading "Bonus."

         Stock Options.  Like annual incentive bonuses,  awards of stock options
to  executive  officers,  including  the CEO, are intended to align an officer's
interests with shareholder  returns and the Company's stock market  performance.
Options are granted to the CEO and the other named executive  officers from time
to time, but not necessarily annually, based on an assessment of (i) the factors
employed to  determine  annual  incentive  bonuses  but  without  regard to cost
containment  considerations  and  (ii) the  amount  and  terms of stock  options
already held by the executive  officer.  In making awards, no specific weight is
assigned to any of the foregoing  factors,  but rather the entire mix of factors
in the aggregate is subjectively  considered.  In fiscal 1999, the Board awarded
Mr.  Cloughley  options to purchase  55,000 shares of Class A Common Stock at an
exercise price of $1.00 per share.  Stock Options granted to executive  officers
during  fiscal  1999 are set forth in the Summary  Compensation  Table under the
heading  "Awards - Securities  Underlying  Options/SARs"  and in the above table
captioned "Option/SAR Grants in Last Fiscal Year and Interim Period."

         IRC Section 162(m).  Section 162(m) of the Internal Revenue Code limits
the tax deduction for any  compensation in excess of $1 million for compensation
paid to the CEO or any of the other  Named  Executive  Officers  included in the
Summary  Compensation  Table,  unless certain  requirements are met. The Company
does not currently  believe that present  compensation  would be subject to such
limitations and it is the Compensation  Committee's  present intention to comply
with the limits and requirements of Section 162(m).  The Compensation  Committee
will continue to review this matter.

                                      Compensation Committee


                                      J. C. Rhineberger

<PAGE>


COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

         In fiscal year 1999, the Company's  Compensation Committee consisted of
John  Rhineberger,   Alexander  Adelson,  and  David  Batten.  None  of  Messrs.
Rhineberger,  Adelson or Batten were  executive  officers of the Company  during
fiscal 1999.

         In  connection  with the May 1, 1997  creation  of the uPACS,  LLC (the
"LLC") whereby the Company  became the minority owner of this limited  liability
company, Mr. Adelson received a fee of $30,000 from the LLC. Mr. Adelson will be
entitled to receive, from the LLC, 1% of revenues generated by the LLC up to the
first $45 million in revenues,  in consideration of his services in establishing
the LLC and in obtaining the capital funding therefor.  No payments were made to
Mr. Adelson under this arrangement in fiscal 1999.

         Effective  June 9, 1997,  the Company and RTS  Research  Lab,  Inc.,  a
corporation  of which  Mr.  Adelson  is the sole  owner and  principal  ("RTS"),
entered  into a  consulting  agreement  with  the  Company  which  replaced  and
superseded  earlier  financial/investment  advisory  and  consulting  agreements
between  the  Company  and Mr.  Adelson.  Under the  consulting  agreement,  Mr.
Adelson,  through  RTS  ("Consultant"),  would,  for a three year term,  provide
investor  relations  and investor  advisory  services to the Company,  including
providing  services as a liaison with the investment  community on behalf of the
Company,  assisting in developing  marketing  strategies in connection  with the
Company's Medical Technology business and the Company's  manufacturing execution
systems  products,  and  assisting in  developing  and  marketing  the uPACS(TM)
technology,  for which  Consultant will receive $257,500 per annum over the term
of the agreement (which, upon mutual agreement of the parties, may alternatively
be  satisfied  by issuance  of options for Class A Common  Stock at a rate of an
option  for one share of stock for each $200 of  compensation)  plus an  expense
reimbursement and, subject to shareholder  approval,  a warrant for 9,000 shares
of Class A Common Stock  exercisable in three equal  installments on each of the
three anniversary dates of the agreement,  at an exercise price equal to $50.00,
the market price of the stock on the date of grant.  In  addition,  in the event
that Consultant,  with prior Board approval, is successful during the three year
term of the  agreement in arranging  for  additional  capital  financing for the
Company or in successfully  assisting in consummating one or more  acquisitions,
Consultant  is  entitled to receive in  connection  with any such  financing,  a
success fee of 1% of the net  proceeds  plus a warrant for Class A Common  Stock
equal to one warrant for each $200 of net proceeds,  and in connection  with any
such  acquisition,  a success fee equal to 1/2% of the fair market  value of the
net  consideration  paid by the  Company in such  acquisition.  If  approved  in
advance by the Board of Directors, the Consultant would receive a success fee of
$100,000  on the sale of the  Company or one of its  divisions.  In no case will
Consultant   be  entitled  to  more  than   $200,000  in  success  fees  in  any
eighteen-month period over the term of the agreement.  The total fee paid to Mr.
Adelson  under this  consulting  agreement  in fiscal  1999 was  $193,500,  plus
expenses of approximately  $2,100. The agreement was terminated on September 30,
1998. The agreement  provided for a termination  payment equal to one year's fee
of $257,500, which was accrued in the fourth quarter of 1998 and paid in full by
April 1999.

         In  connection  with the  Company's  $19 million  private  placement of
Series A Preferred  Stock which was  consummated  in December  1997, Mr. Adelson
received a financial  advisory fee of $190,000,  plus warrants to purchase 9,375
shares of Class A Common  Stock,  exercisable  at $62.50 per  share,  the market
price of Class A Common Stock as of the closing of the initial $9.375 million of
such  Series A Preferred  Stock on  December 4, 1997,  and a warrant to purchase
9,625  shares of Class A Common  Stock,  exercisable  at $51.55 per  share,  the
market  price of Class A Common  Stock on the  closing  of the  balance  of such
private placement on December 31, 1997.



                                PERFORMANCE GRAPH

         The following graph shows changes over the past five years in the value
of $100 invested on November 1, 1994 in the Company's Class A Common Stock,  the
NASDAQ  National Market System Index, MG Industry Group 821 and assumes that all
dividends  were  reinvested.   MG  Industry  Group  821,  Application  Software,
Information Technology and Services,  Media General Financial Services, P.O. Box
85333,  Richmond,  Virginia 23293 and is accessible through publications such as
Industriscope  and  computer  databases  such  as  Dialog  and  Dow  Jones  News
Retrieval.  MG Industry  Group 821 includes  both the  Company's  Class A Common
Stock and Class B Common Stock.

[graph omitted]

<PAGE>

                  COMPARISON OF 5-YEAR CUMULATIVE TOTAL RETURN
               AMONG BASE TEN SYSTEMS, INC. CLASS A COMMON STOCK,
                   MG GROUP INDEX 821 AND NASDAQ MARKET INDEX

<TABLE>
<CAPTION>

                                 11/1/94     10/31/95     10/31/96       10/31/97      10/31/98        12/31/98       12/31/99
                               ------------  ------------ ------------ ------------- -------------- --------------- -------------
<S>                                <C>        <C>          <C>            <C>          <C>              <C>            <C>
Base Ten - Class A                 100        146.46       133.86         182.68         37.40          40.94           5.98
------------------------------ ------------- ------------ ------------ ------------- -------------- --------------- -------------
------------------------------ ------------- ------------ ------------ ------------- -------------- --------------- -------------
MG Industry Group 821              100        148.52       190.74         285.59        369.24          476.32         911.35
------------------------------ ------------- ------------ ------------ ------------- -------------- --------------- -------------
------------------------------ ------------- ------------ ------------ ------------- -------------- --------------- -------------
NASDAQ Market Index                100        118.62       139.30         182.56        206.42          256.99         453.26
------------------------------ ------------- ------------ ------------ ------------- -------------- --------------- -------------

</TABLE>

<PAGE>


ITEM 12.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT


         Set forth below is information concerning beneficial ownership of Class
A Common  Stock as of March 17,  2000 by (i) each of the current  directors  and
nominees for directors,  (ii) each of the Named Executive Officers listed in the
Summary  Compensation  Table, (iii) all current directors and executive officers
of the Company as a group,  and (iv) all persons  known by the Company to be the
beneficial owners of 5% or more of Class A Common Stock.

<TABLE>
<CAPTION>

                                                          Shares
Name                                                   Beneficially                      Percent
                                                         Owned (1)                     of Class (2)
---------------------------                            ------------                    ------------
<S>                                                       <C>                            <C>
Stephen A. Cloughley (3)                                     380                            *

Robert Hurwitz (3)                                        12,190                            *

Alexander M. Adelson (3)                                  67,983                          1.32%

Clark L. Bullock (3)                                     800,000                         15.61%

John C. Rhineberger (3)                                   10,200                            *

Alan S. Poole (3)                                         18,000                            *

David C. Batten (7) (3)                                    7,780                            *

William Sword (3)                                         16,000                            *

Carl W. Schafer (3)                                       16,000                            *

William F. Hackett (3)                                    23,611                            *

Robert Bronstein (3)                                      30,000                            *

Thomas E. Gardner (3)(4)(8)                              203,997                          3.87%

C. Richard Bagshaw (5)                                       0                              *

Harvey I. Cohen (3)                                          380                            *

Jesse L. Upchurch (6)                                  2,432,303                         45.76%

Current Directors and                                    962,364                         18.27%
Executive Officers as a group
(8 persons) (3)

---------------

</TABLE>

*Less than 1%.


<PAGE>


(1)   Ownership  of shares of Class A Common  Stock  included in the above table
      includes shares issuable upon exercise of outstanding options and warrants
      to  purchase  Class A Common  Stock  which are  currently  exercisable  or
      exercisable  within 60 days of March  17,  2000.  Includes  Class A Common
      Stock and does not  include  Class B Common  Stock or  Series B  Preferred
      Stock.  None of the individuals  included in the above table  beneficially
      own shares of Class B Common Stock or Series B Preferred Stock.

(2)   Pursuant to the terms of the Series B Preferred Stock, no holder of Series
      B Preferred  Stock is entitled to receive  shares of Class A Common  Stock
      upon  conversion  of the holder's  Series B Preferred  Stock to the extent
      that  the sum of (i)  the  number  of  shares  of  Class  A  Common  Stock
      beneficially  owned by the holder and its affiliates  (exclusive of shares
      of  Class A Common  Stock  issuable  upon  conversion  of the  unconverted
      portion of the  holder's  Series B  Preferred  Stock and shares of Class A
      Common Stock issuable upon conversion or exercise of any other  securities
      of the  Company),  and (ii) the  number of shares of Class A Common  Stock
      issuable  upon  conversion  of the  Series B  Preferred  Stock  then being
      converted,  would  result in  beneficial  ownership  by the holder and its
      affiliates of more than 4.9% of the outstanding Class A Common Stock.

(3)   With  respect  to Class A Common  Stock  issuable  upon  the  exercise  of
      outstanding  options  or  warrants  which  are  currently  exercisable  or
      exercisable  within  60 days of March  17,  2000,  includes  as to (a) Mr.
      Cloughley 380 shares,  (b) Mr.  Hurwitz  10,000  shares,  (c) Mr.  Adelson
      51,500 shares,  (d) Mr. Bullock 10,000 shares,  (e) Mr. Rhineberger 10,000
      shares,  (f) Mr. Poole 18,000 shares, (h) Mr. Batten 4,000 shares, (i) Mr.
      Sword 16,000 shares, (j) Mr. Schafer 16,000 shares, (k) Mr. Hackett 23,250
      shares,  (l) Mr. Bronstein 30,000 shares,  (m) Mr. Gardner 151,000 shares,
      (n) Mr. Cohen 380 shares and (o) all directors and executive officers as a
      group 152,750 shares.

(4)   Includes 400 shares of Class A Common Stock owned by Mr.  Gardner's  adult
      children.

(5)   The  employment  of  Mr.  Bagshaw  terminated  April  30  1999.  Upon  the
      termination of Mr. Bagshaw's employment, options to purchase 47,000 shares
      of Class A Common  Stock  which were  previously  granted  to Mr.  Bagshaw
      terminated.

(6)   Based in part on  filings  by such  individuals  with the  Securities  and
      Exchange  Commission  pursuant to Section  13(d) and/or  Section 16 of the
      Securities  Exchange Act of 1934.  Represents  2,232,303 shares of Class A
      Common  Stock and  warrants to purchase  200,000  shares of Class A Common
      Stock at $15.00 per share.

(7)   Resigned from Board of Directors as of December 27, 1999.

(8)   Resigned  as an officer of the  Company  as of October  28,  1999 and as a
      director of the Company as of November 12, 1999.

(9)   The employment of Mr. Cohen terminated October 8, 1999.

<PAGE>


ITEM 13.        CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         In  connection  with the  formation of the LLC,  Jesse L.  Upchurch,  a
principal  shareholder of the Company,  contributed  $3,000,000 to fund required
further development of the uPACSTM  technology.  The Company holds a 9% interest
in the LLC and Mr.  Upchurch  holds a 91%  interest  in the LLC.  The  Company's
percentage  interest in the LLC will increase if  distributions  to Mr. Upchurch
reach a  certain  level.  No  payments  were  made to Mr.  Upchurch  under  this
arrangement  in fiscal  1999.  For  services  rendered  in  connection  with the
formation of the LLC, Andrew Garrett,  Inc.  received a commission in the amount
of $90,000 from the LLC. Mr. Drew Sycoff,  a principal of Andrew Garrett,  Inc.,
is entitled to receive an amount equal to 37% of certain  royalties from the LLC
pursuant  to a License  and  Service  Agreement  between the Company and the LLC
dated  as of May 1,  1997.  No  payments  were  made to Mr.  Sycoff  under  this
arrangement in fiscal 1999.

         The  Company  and  Alexander  Adelson,  a director of the Company and a
member of the Company's  Compensation  Committee  during fiscal year 1999,  were
involved in several  transactions  in which Mr. Adelson had a direct or indirect
material   interest.   See  "Compensation   Committee   Interlocks  and  Insider
Participation" on page 11 for a more detailed description of these transactions.


<PAGE>


                                   SIGNATURES


           Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its  behalf by the  undersigned,  thereunto  duly  authorized,  this 28th day of
April, 2000.

<TABLE>
<CAPTION>

                             BASE TEN SYSTEMS, INC.

<S>                           <C>                          <C>
By:  STEPHEN A. CLOUGHLEY     By:  WILLIAM F. HACKETT      By: WILLIAM F. HACKETT
   ------------------------      -----------------------      -------------------------
     Stephen A. Cloughley          William F. Hackett          William F. Hackett
    Chief Executive Officer      Chief Financial Officer   Principal Accounting Officer

</TABLE>

           Pursuant to the requirements of the Securities  Exchange Act of 1934,
this  report has been  signed  below by the  following  persons on behalf of the
Registrant in the capacities and on the date indicated.


                                             Title                  Date

                                           Directors           April 28, 2000
Clark L. Bullock
Stephen A. Cloughley
Robert Hurwitz
Alan S. Poole
John C. Rhineberger



      WILLIAM F. HACKETT
By:   ---------------------------------------
      William F. Hackett, as attorney-in-fact