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                                                                  Exhibit 10(pp)

                        [BASE TEN SYSTEMS LETTERHEAD]


November 26, 1997

Mr. C. Richard Bagshaw
1470 Sand Hill Road, Apt. 310
Palo Alto, California  94304

Dear Rick:

It is a pleasure to extend to you an offer to join Base Ten Systems, Inc. as 
Executive Vice President effective December 1, 1997. As you know, Base Ten is 
in the process of completing a strategic shift from weapons control systems 
for the defense industry to manufacturing execution systems (MES) software 
for regulated industries, especially pharmaceutical manufacturers. Your 
recent experience as President of Roche-Syntex Pharmaceuticals in Puerto Rico 
and your many years of operations, marketing and general management 
experience lead us to believe that you will be quite successful in your new 
role and responsibilities.

Your initial compensation will be as follows:

1. Base Salary--Your base salary will be at the annual rate of $180,000 
   earned and paid bi-weekly, in accordance with Base Ten's normal pay 
   policy. You will be eligible for an annual salary review. Salary action 
   will be based on merit and performance.

2. Bonus--You will be eligible for a bonus equaling up to 40% of your base 
   salary. The amount of your bonus will be determined by management based on 
   your meeting agreed upon performance targets and on the overall 
   performance of the Company. This bonus will be paid within 120 days after 
   the end of each fiscal year.

3. Stock Option--We will make best efforts to secure the needed approvals 
   of the shareholders and of the Board of Directors to authorize additional 
   shares of Base Ten Class A Common Stock for option purposes and to grant 
   you an option to purchase 50,000 shares from this proposed authorization. 
   Your purchase price per share under this option grant would be at the 
   NASDAQ closing price on the day that your option is granted. Assuming it 
   is granted, this option will vest 20% on each of the first five 
   anniversaries from the date of the grant. You will be eligible from time 
   to time for future grants at the discretion of the Board of Directors.

4. Change of Control Agreement--You will be provided with a change of 
   control agreement. Should there be a change of control as defined in the 
   Agreement, your stock options will vest 100% on the date of change of 
   control. Should your employment subsequently be terminated for convenience 
   following a change of control as defined in the Agreement you will receive 
   a cash payment in the amount of 2.99 times your base salary. The change of 
   control agreement is controlling in these instances.

5. Severance Protection--In accordance with Base Ten policy you can be 
   separated from the Company at any time for either cause or convenience. 
   Should your employment be terminated by the Company for convenience you 
   will receive salary continuation for a period of twelve months. Should 
   your employment be terminated by the Company for cause there will be no 
   severance pay.

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6. Benefits--You will be entitled to the standard package of Base Ten 
   benefits offered to U.S. exempt employees including eight paid holidays 
   and three weeks vacation.

7. Relocation Allowance--You will be entitled to a relocation allowance not 
   to exceed $10,000. This will include up to three months of temporary 
   housing at a rate not to exceed $1,500 per month, and packing and shipment 
   of your household goods to the Trenton area. Actual expenditures will be 
   reimbursed. 

This offer is contingent upon the fact that there is nothing outstanding, 
including any restrictive nondisclosure/noncompetition agreements with or any 
obligations to any parties which would prohibit your ability to function in 
full as Executive Vice President, and, upon board approval, as an officer of 
the Company.

The terms of this letter of offer are governed by the laws of the State of 
New Jersey and shall be subject to periodic review. Employment with the 
Company is as defined and governed by Company policies and procedures.

Please confirm your acceptance to this offer by signing both this and the 
enclosed Agreement with Respect to Inventions, Disclosures and Competition. 
Originals should be returned to the attention of Jo Ann Fechter, Personnel 
Manager. You may retain the copies for your files.

At Base Ten, Rick, we are exceptionally excited about our growth prospects. 
We hope that you choose to accept our offer and look forward to your joining 
us early in December.

Sincerely,


         /s/ Richard J. Farrelly
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Richard J. Farrelly
Sr. Vice President, Planning and Human Resources

cc:  T. E. Gardner
     Board of Directors