AGREEMENT

           Agreement,  dated March 31, 2000,  between Base Ten Systems,  Inc., a
New Jersey corporation (the "Company"), and Robert J. Bronstein ("Bronstein").

                     In consideration  of the mutual promises herein  contained,
the parties hereto hereby agree as follows:

                     1. Resignation.  Effective on April 1, 2000 (the "Effective
Date"), Bronstein hereby resigns as an officer and as an employee of the Company
and its subsidiaries.

                     2.  Termination  of  Agreements;  No  Further  Rights.  The
parties  hereto agree that the employment  agreement,  dated as of June 11, 1999
(the "Employment  Agreement"),  between the Company and Bronstein and the change
in control agreement,  dated June 11, 1999 (the "Change in Control  Agreement"),
between the Company and Bronstein, and all rights and obligations of the parties
thereunder,  are hereby  terminated,  except as expressly  otherwise provided in
Sections 5 and 9 of this Agreement.  The parties hereto agree that, effective as
of the Effective  Date,  Bronstein  shall not be entitled to receive any further
compensation  or  benefits  from the  Company,  or rights  with  respect  to the
Company's Class A Common Stock, par value $5.00 per share,  under the Employment
Agreement,   the  Change  in  Control   Agreement  or  any  other  agreement  or
arrangement, except (i) as set forth in Section 5 of this Agreement and (ii) for
compensation  and benefits  through and including March 31, 2000 that are due to
Bronstein and unpaid.

                     3.  Payment.  Simultaneously  with  the  execution  of this
Agreement,  the  Company  has paid to  Bronstein  by  Company  check  subject to
collection, and Bronstein acknowledges that he has received payment of, a single
lump sum in the amount of $200,000.

                     4.  Consulting Arrangement.

                     (a) The Company  hereby  engages  Bronstein as a consultant
for a period commencing on the Effective Date and ending on October 1, 2000 (the
"Consulting Period").  During the Consulting Period,  Bronstein shall provide to
the Company or its  subsidiaries or affiliates  such consulting  services as are
reasonably  requested  by  the  Company,  but in no  event  shall  Bronstein  be
obligated  to (i)  devote  more  than  nine  days  (the  "Base  Period")  to the
performance  of such services  during any calendar  month,  or (ii) perform such
consulting  services  other  than  from  his  home in  Napa,  California  or the
Company's  California offices,  unless the Company gives to Bronstein reasonable
prior  notice  of  alternate  arrangements.  In  consideration  for  Bronstein's
services as a consultant, the Company, simultaneously with the execution of this
Agreement,  has  deposited  $60,000 (the  "Escrow  Amount")  with Piper  Marbury
Rudnick & Wolfe LLP,  as escrow  agent  (the  "Escrow  Agent")  under the escrow
agreement,  dated the date hereof (the "Escrow  Agreement"),  among the Company,
Bronstein and the Escrow  Agent,  which Escrow Amount will be paid by the Escrow
Agent in accordance with the terms of the Escrow Agreement.

                     (b) The Company may request Bronstein to perform consulting
services  under this  Section 4 for a period  beyond the Base Period  during any
calendar month (the "Additional Services"),  and Bronstein may, but shall not be
obligated to, agree to perform the Additional Services requested by the Company.
If Bronstein  performs the Additional  Services  requested by the Company during
any  calendar  month,  the Company  shall pay to  Bronstein  $1,200 for each day
beyond the Base  Period in such  calendar  month that  Bronstein  performs  such
Additional Services.

                     (c) The Company  shall,  subject to and in accordance  with
the  Company's  expense  reimbursement  policies  for  employees of the Company,
reimburse   Bronstein  for  his  reasonable   expenses  incurred  in  performing
consulting services for the Company during the Consulting Period.


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<PAGE>


                     5. Stock Options; Benefits. For the purposes of Bronstein's
participation  in the  Company's  employee  benefit plans (as defined in Section
3(3) of the  Employee  Retirement  Income  Security  Act of 1974,  as  amended),
Bronstein's  employment  with the Company shall be deemed to have  terminated on
the Effective Date, except that for the purposes of Bronstein's participation in
the Company's 1998 Stock Option and Stock Award Plan,  his  employment  with the
Company shall be deemed to terminate on October 1, 2000.

                     6. Expenses.  The Company shall reimburse Bronstein for (i)
his moving costs incurred in connection with his relocation to Napa,  California
and (ii) the fees and expenses of his attorney,  Piper  Marbury  Rudnick & Wolfe
LLP,  incurred in  connection  with  services  leading up to and  including  the
negotiation  of this  Agreement,  the Escrow  Agreement and the Mutual  Release,
dated the date hereof,  between the Company and Bronstein,  in each case subject
to the presentation by Bronstein to the Company of  documentation  setting forth
such moving  costs,  fees and expenses  with  reasonable  specificity,  up to an
aggregate maximum of $7,500 for all such moving costs, fees and expenses.

                     7. Non-Disparagement.  At no time shall either party hereto
make any public statement that intentionally  disparages or defames the goodwill
or reputation  of the other party;  provided that it shall not be a violation of
this Section 7 for either party hereto to make truthful statements when required
to do so by law or by a  court,  governmental  agency,  administrative  body  or
legislative body with apparent jurisdiction to require such statements.

                     8.  Withholding.  The Company  shall  withhold  all amounts
required  by  law to be  withheld  from  any  payments  made  pursuant  to  this
Agreement,  including  any  and  all  amounts  required  to be  withheld  by any
applicable  federal,  state  or  foreign  country's  income  tax  act,  and  any
applicable city, county or municipality's earnings or income tax act.

                     9. Confidential Information. Section 4 (Confidentiality) of
the  Employment  Agreement  shall remain in full force and effect from and after
the date hereof,  and Bronstein  shall remain subject to all of his  obligations
thereunder.

                     10. Non-Competition.

                     (a) For  purposes  of this  Section 10,  "Restricted  Area"
shall be defined as the State of New Jersey, the remainder of the United States,
and the remainder of the world.  The phrase  "Products  and  Services"  shall be
defined as all services,  including  customization  and design,  with respect to
products sold or offered for sale by the Company,  or any of its subsidiaries or
affiliates,  used or developed for the Company,  or any of its  subsidiaries  or
affiliates,  by Bronstein or under the direction of Bronstein,  at any time, and
from time to time,  during his  Employment  Term (as  defined in the  Employment
Agreement).

                     (b)  From the  Effective  Date  through  October  1,  2000,
Bronstein  shall not,  directly or  indirectly,  acting as  employee,  investor,
officer,  partner,  principal or otherwise of any  corporation  or other entity,
within  the  Restricted  Area,  on behalf of or for any  entity  other than POMS
Corporation  or Pro Pack Data GmbH which,  on the Effective  Date, is not in the
business of providing  products and services which compete  materially  with the
Products and Services (any such entity,  a "Restricted  Entity"),  engage in any
activity  involving  products  or services  which  compete  materially  with the
Products  and  Services,  as such  Products  and  Services  existed  during  the
Employment Term (any such activity,  a "Restricted  Activity"),  except that, if
the Company has expressly declined to engage in any Restricted  Activity,  or if
Bronstein  has  confirmed  with an  executive  officer of the  Company  that the
Company is unable to engage in any Restricted Activity,  on behalf of or for any
Restricted  Entity,  then  Bronstein may engage in that  Restricted  Activity on
behalf of or for that Restricted Entity.

                     (c)  From the  Effective  Date  through  October  1,  2002,
Bronstein  shall not,  directly or  indirectly,  acting as  employee,  investor,
officer,  partner,  principal or otherwise of any  corporation  or other entity,
within the  Restricted  Area,  engage in any  activity  on behalf of or for POMS
Corporation or Pro Pack Data GmbH.

                     (d) The parties  hereto agree that in the event that either
the  length of time or the  geographical  area set forth in this  Section  10 is
deemed  too  restrictive  in any court  proceeding,  the court may  reduce  such
restrictions to those which it deems reasonable under the circumstances.


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                     (e) Bronstein agrees and acknowledges  that the Company and
its  subsidiaries  and affiliates do not have an adequate  remedy at law for the
breach or threatened  breach by Bronstein of the covenants under this Section 10
and agrees that the Company or any  subsidiary or affiliate of the Company shall
be entitled to apply for  injunctive  relief  (without  the need to post bond or
other security) to restrain  Bronstein from such breach or threatened breach, in
addition to any other  remedies  which might be  available to the Company or any
subsidiary or affiliate of the Company at law or in equity.

                     11. Notices. Any notice, consent,  demand, request or other
communication  given  by  Bronstein  or the  Company  in  connection  with  this
Agreement  shall be in  writing  and shall be deemed to have been given (i) when
delivered  personally to the party specified or (ii) three days after mailing by
certified or registered mail, return receipt requested, or (iii) provided that a
written  acknowledgment  of receipt is obtained,  upon  delivery by a nationally
recognized  overnight  courier,  to the  address  set forth  below for the party
specified  (or to such other address for such party as shall be specified by ten
days' advance notice given pursuant to this Section 11).

                               (a)    If to the Company:

                                          Base Ten Systems, Inc.
                                          One Electronics Drive
                                          Trenton, New Jersey 08619
                                          Attention:  Board of Directors

                               (b)    If to Bronstein:

                                          Robert J. Bronstein
                                          120 Canyon Drive
                                          Napa, California 94558

                     12.  Assignment/Binding  Effect.  This  Agreement  shall be
binding  upon and inure to the  benefit  of  Bronstein,  the  Company  and their
respective  successors and permitted assigns.  No rights of any party under this
Agreement may be assigned,  and no obligations of any party under this Agreement
may be delegated,  without the prior written consent of the other party,  except
that the Company may freely assign its rights and delegate its duties under this
Agreement to any  successor of the Company (by way of merger,  consolidation  or
similar  transaction)  or to any transferee of all or  substantially  all of the
Company's assets.

                     13.  Integration.  This  Agreement  represents  the  entire
understanding  of the parties with respect to the subject  matter  hereof.  This
Agreement supersedes all other agreements,  contracts,  understandings and other
arrangements,  written or oral,  between the parties with respect to the subject
matter  hereof,  all of which are hereby  terminated  and shall be of no further
force or  effect,  including,  without  limitation,  any  employment  contracts,
agreements  or  understandings  in  effect  as of the  date  hereof,  except  as
expressly otherwise provided herein.

                     14.  Miscellaneous.  No provision of this  Agreement may be
amended,  waived or  discharged  unless such  amendment,  waiver or discharge is
agreed to in writing  signed by Bronstein and such officer of the Company as may
be specifically  designated by the Board of Directors. No waiver by either party
hereto at any time of any breach by the other party  hereto of any  condition or
provision of this  Agreement to be performed by such other party shall be deemed
a waiver of any similar or dissimilar  provision or condition at the same or any
prior or subsequent  time.  No  representations,  oral or otherwise,  express or
implied,  with  respect to the  subject  matter  hereof have been made by either
party which are not set forth expressly in this Agreement. In the event that any
provision  or portion of this  Agreement  shall be  determined  to be invalid or
unenforceable  for any  reason,  in  whole  or in part,  the  remainder  of this
Agreement shall be unaffected  thereby and shall remain in full force and effect
to the fullest  extent  permitted  by law so as to achieve the  purposes of this
Agreement.  This  Agreement  may not be  terminated  by either party without the
written  consent of the other party.  The headings of the Sections  contained in
this  Agreement are for  convenience  only and shall not be deemed to control or
affect the meaning or  construction  of any  provision  of this  Agreement.  The
validity,  interpretation,  construction and performance of this Agreement shall
be governed by the laws of the State of New York  without  regard to conflict of
law principles.  This Agreement may be executed in  counterparts,  each of which
shall be deemed a duplicate  original and all of which shall be deemed to be one
and the same instrument.

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                     IN WITNESS  WHEREOF,  the parties hereto have executed this
Agreement on the date first above written.

                                      BASE TEN SYSTEMS, INC.


                                      By:_____________________________
                                    Name:
                                   Title:


                                      --------------------------------
                                      Robert J. Bronstein


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