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                                                             Exhibit 10(ii)

                          BASE TEN SYSTEMS, INC.
                             SERVICE-BASED
                        STOCK OPTION AGREEMENT

   This Option Agreement (the "Agreement"), made as of October 13, 1997, is 
between Base Ten Systems, Inc. (the "Company"), a New Jersey corporation 
located at One Electronics Drive, P.O. Box 3151, Trenton, New Jersey 08619, 
and Alan Poole (the "Optionee").

   WHEREAS, in consideration of the Optionee's contributions to the Company, 
the Company has agreed to grant to Optionee certain options to purchase 
shares of the Company's Class A Common Stock ("Common Stock"), subject to 
receipt of shareholder approval of this option to purchase at the Company's 
next Annual Meeting of Shareholders.

   NOW, THEREFORE, in consideration of the premises and the mutual covenants 
set forth below, the parties agree as follows:

1. Options. (a) The Company hereby grants to Optionee ten thousand (10,000) 
rights (each an "Option") to subscribe for and purchase one share of Common 
Stock at the price of ten and 7/8 dollars ($10.875) per share ("Purchase 
Price"), the NASDAQ closing price as of the date of this Agreement. The 
Options granted pursuant to this Agreement shall become vested and 
exercisable as of the date of this Agreement, contingent upon the 
shareholders of the Company approving the issuance of such Options at the 
Company's next Annual Meeting of Shareholders.

   (b) The Options shall not be transferable other than by will or the laws 
of descent and distribution or, after the Optionee's death, to a beneficiary 
(or beneficiaries) designated by the Optionee in writing in a form 
satisfactory to the Company, and the Options may be exercised, during the 
lifetime of the Optionee, only by the Optionee. Without limiting the 
generality of the foregoing, the Options may not be assigned, transferred 
(except as provided above), pledged or hypothecated in any way, and shall not 
be subject to execution, attachment or similar process. Any attempted 
assignment, transfer, pledge, hypothecation or other disposition of any of 
the Options contrary to the provisions hereof, or the levy of any execution, 
attachment or similar process upon any Option, shall be null and void and 
without effect.

2. Exercise. (a) Subject to the terms and conditions of this Agreement, 
Optionee shall have the right to exercise at the Purchase Price all vested 
Options at any time after the date hereof. Notwithstanding anything else 
herein to the contrary, all Options granted under this Agreement shall expire 
no later than the tenth (10th) anniversary of the date of this Agreement.

   (b) Options may be exercised by the Optionee in whole or in part, but not 
as to a fractional share, by surrender of such Options, properly endorsed at 
the principal office of the Company, and by delivering to the Company (i) a 
written exercise notice substantially in the form annexed hereto as Schedule 
A, and (ii) payment of the aggregate Purchase Price, plus required tax 
withholding amounts (as determined by the Company) for the number of shares 
purchased by certified check or bank check (or in such other form as the 
Company may elect to


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accept). The shares purchased shall be deemed to be issued to the Optionee as 
the record owner as of the close of business on the date of which the Options 
are surrendered and payment is made for the shares. Certificates representing 
the shares purchased shall be delivered to the Optionee within thirty (30) 
days after the rights represented by the Options have been properly exercised.

     3.  Shares. (a) The Company covenants and agrees that all shares of 
Common Stock shall, on issuance and payment of the consideration therefor 
hereunder, be fully paid and nonassessable and free from all taxes, liens and 
charges related to the issuance of such shares. The Company further covenants 
and agrees that during the period within which the rights represented by the 
Options may be exercised, the Company shall, at all times, have authorized 
and reserved for the purpose of issuance or transfer on exercise of the 
Options a sufficient number of the shares subject to the Options to provide 
for their exercise.

     (b)  The Company shall use its best reasonable efforts to assure that 
all shares of Common Stock received by Optionee on any exercise of any Option 
shall be, and shall remain, (i) fully registered (at the Company's expense) 
under the Securities Act of 1933, as amended (the "1933 Act"), both for 
issuance and for resale, (ii) fully registered or qualified  (at the 
Company's expense) under such state securities laws as Optionee may 
reasonably request, both for issuance and for resale, and (iii) either 
qualified for trading on NASDAQ or listed on a national securities exchange 
unless, in each case, Optionee consents to alternative arrangements that 
adequately protect the salability of such shares, which consent shall not be 
unreasonably withheld.

     4.  Adjustments. In the event that there is any change in the Common 
Stock arising through merger, consolidation, reorganization, 
recapitalization, stock dividend, stock split or combination, the Board of 
Directors shall make such adjustments in the aggregate number of Options 
subject to this Agreement and/or the price per share of such Options in order 
to prevent dilution or enlargement of Optionee's rights and of the value 
represented by the Options. In the event of a dissolution or liquidation of 
the Company or a merger, consolidation, sale of all or substantially all of 
the Company's assets (which, for this purpose, does not include the sale or 
disposition of the Company's Government Technology Division), or other 
corporate reorganization in which the Company is not the surviving 
corporation, or any merger in which the Company is the surviving corporation 
but the holders of its Common Stock receive securities of another corporation 
(each of the foregoing, a "Trigger Event"), outstanding Options shall 
terminate, provided that the holder of each Option shall, in such event, if 
no provision has been made for the substitution of a new option for such 
outstanding option, have the right immediately prior to such Trigger Event, 
to exercise the holder's Options in whole or in part without regard to the 
date on which the Options otherwise would be first exercisable. Upon any 
adjustment in the number or exercise price of shares subject to an Option, a 
new Option may be granted in place of such Option which has been so adjusted.

     5.  Absence of Rights. No Option shall entitle the Optionee to any 
rights as a shareholder of the Company prior to the exercise of such Option.

     6.  Invalidity; Severability. If any clause or provision of this 
Agreement shall be adjudged invalid, the same shall not affect the validity 
of any other clause or provision of this

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Agreement, or of any other document pertaining to the subject matter thereof, 
or constitute by reason thereof, any claim or cause of action in favor of 
Optionee as against the Company. In addition, the provisions of this 
Agreement shall be read and construed and shall have effect as separate, 
severable and independent provisions or restrictions, and shall be 
enforceable accordingly.

     7.  Entire Agreement; No Waiver; Remedies. This Agreement contains the 
entire agreement of the parties and incorporates and supersedes any and all 
prior or contemporaneous oral or written agreements with respect to the 
matters referred to in it. No waiver of any breach or default hereunder shall 
be considered valid unless in writing and signed by the party giving such 
waiver, and no such waiver shall be deemed a waiver of any subsequent breach 
or default of the same or similar nature. No failure on the part of any party 
to exercise, and no delay in exercising any right, remedy, power or privilege 
hereunder shall operate as a waiver thereof; no waiver whatever shall be 
valid unless in writing signed by the party or parties to be charged and then 
only to the extent specifically set forth in such writing. All remedies, 
rights, powers and privileges, either under this Agreement or by law or 
otherwise afforded the parties to this Agreement, shall be cumulative and 
shall not be exclusive of any remedies, rights, powers and privileges 
provided by law.

     8.  Successors and Assigns. The rights and obligations of the Company 
under this Agreement or the Options shall inure to the benefit of and shall 
be binding upon the successors and assigns of the Company.

     9.  Headings; Counterparts; Governing Law. The headings in this 
Agreement are for convenience of reference only and are not intended to 
define or limit the contents of any section or paragraph. This Agreement may 
be executed in one or more counterparts, each of which shall be deemed an 
original, but all of which together shall constitute one and the same 
instrument. This Agreement shall in all respects be governed by the internal 
laws (without reference to conflicts of laws principles) of the State of New 
Jersey applicable to contracts made and performed within the State of New 
Jersey.

     IN WITNESS WHEREOF, the parties have executed this Agreement as of the 
date first set forth above.


ALAN POOLE                             BASE TEN SYSTEMS, INC.

_____________________________(L.S.)    By:______________________________

                                       Print Name:______________________

                                       Title:___________________________


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                                  Schedule A

                               Exercise Notice 




Base Ten Systems, Inc.
One Electronics Drive
PO Box 3151
Trenton, NJ 08619


Gentlemen:

The undersigned hereby exercises the option to purchase _________shares of 
Class A Common Stock of Base Ten Systems, Inc. pursuant to the Base Ten 
Systems, Inc.  Service-Based Option Agreement (the "Option Agreement") 
dated as of__________________between Base Ten Systems, Inc. and the 
undersigned.  Accompanying this Exercise Notice is payment pursuant to the 
Option Agreement in the amount of $___________.


Dated: _____________________________  By: ___________________________________
                                          Alan Poole

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