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                                                                  Exhibit 10(oo)

                            BASE TEN SYSTEMS, INC.

                    OMNIBUS CONVERTIBLE TERM DEBENTURE HOLDER
                               WAIVER AND CONSENT
              REGARDING SALE OF THE GOVERNMENT TECHNOLOGY DIVISION
                                      and
                 AMENDMENT NO.1 TO CONVERTIBLE TERM DEBENTURE


Base Ten Systems, Inc.
One Electronics Drive
Trenton, New Jersey 08619

   Reference is made to that certain Securities Purchase Agreement (the 
"Securities Agreement"), and to that certain Convertible Term Debenture (the 
"Convertible Debenture"), each of which is dated as of May 30, 1997, and each 
of which is by and between Base Ten Systems, Inc., a New Jersey corporation 
(the "Company"), and each of The Tail Wind Fund, Ltd. ("Tail Wind") and RGC 
International Investors, LDC ("RGC") (Tail Wind and RGC each being a 
"Holder," and collectively, the "Holders").

   1.    The Company has informed each Holder that the Company intends to 
sell all or substantially all of the assets of the Government Technology 
Division ("GTD") of the Company ("Sale") to a newly-formed company 
("Purchaser") that will be managed by certain members of the Company's senior 
management who have been over time and currently are significantly involved 
in the business and development of the GTD, on terms and conditions to be set 
forth in a definitive Asset Purchase Agreement by and between the Company and 
Purchaser.

   2.(a) Pursuant to Section 4(j) of the Securities Agreement, the Company is 
required to maintain its corporate existence except in the event of a merger, 
consolidation or sale of all or substantially all of the assets of the 
Company under certain instances, none of which exceptions is or would be 
available with respect to the Sale.

     (b) Each Holder hereby acknowledges that it has been given the 
information it requires with respect to the Sale in order to knowingly waive 
its rights with respect thereto. Subject to paragraph 4 hereof, each Holder 
hereby waives its right to bring any cause of action for a breach of Section 
4(j) by the Company in connection with or arising from the Sale or any other 
matter contemplated by the Asset Purchase Agreement, and hereby agrees that 
the Sale is not and will not be subject to Section 4(j) of the Securities 
Agreement.

   3.(a) Pursuant to Article VIII of the Convertible Debenture, the 
consummation of any sale of all or substantially all of the assets of the 
Company constitutes an Event of Default of the Convertible Debenture upon 
which each Holder can demand payment of the Default Amount (as such herein is 
defined in the Convertible Debenture).

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         (b) Subject to paragraph 4 hereof, each Holder hereby waives any right 
to demand payment of such Default Amount upon the consummation of the Sale, 
and hereby consents to the Sale by the Company.

     4.  As a condition precedent to the waiver and consent of each Holder 
set forth above, the Company and each of the Holders agree that paragraph E 
of Article III of each Convertible Debenture is hereby amended by inserting 
the following additional sentences as the second, third and fourth sentences 
thereof:

   "Notwithstanding the foregoing, if the sale of all or substantially all of 
   the assets of the Government Technology Division of the Corporation (the 
   "Sale") to a newly-formed company that will be managed by certain members 
   of the Corporation's senior management is consummated, in no event shall 
   the Conversion Price exceed the product obtained by multiplying (x) a 
   fraction (not in excess of 1.00), the numerator of which is the average 
   of the Closing Bid Prices for the Class A Common Stock for the 10 
   consecutive trading days commencing on the first trading day following the 
   first public announcement by the Corporation of the proposed Sale (the 
   "Post-Announcement Period"), and the denominator of which is the average 
   of the Closing Bid Prices for the Class A Common Stock for the four 
   consecutive trading days, if any, commencing no earlier than October 21, 
   1997 (unless public announcement by the Corporation of the proposed Sale 
   is required by Nasdaq to be made prior to the close of trading on October 
   21, 1997, in which event October 20, 1997 shall be included) and ending on 
   the last trading day immediately preceding the first public announcement 
   by the Corporation of the proposed Sale (the "Pre-Announcement Period"), 
   by (y)(i) $13.50 with respect to any Conversion Date occurring prior to May 
   30, 1998, or (ii) $14.00 with respect to any Conversion Date occurring on 
   or after May 30, 1998. In no event shall the Conversion Price be increased 
   by reason of the foregoing sentence. In the event the Holder engages in 
   short sale transactions in the Class A Common Stock during the 
   Post-Announcement Period, the Holder will use its best efforts to conduct 
   such transactions so as to not complete or effect any such sale on any 
   trading day during such period at a price which is lower than the lowest 
   sale effected on such day by persons other than the Holder, and shall give 
   the Corporation access on a confidential basis to all trading records 
   reasonably necessary to monitor compliance with the foregoing. In the 
   event such a sale is completed or effected at a price lower than the 
   lowest sale effected on such day by persons other than the Holder, the 
   Corporation may elect not to include the Closing Bid Price for such day in 
   the foregoing calculation.''



     5.  Except as expressly consented to, amended or waived hereby, each and 
every term, covenant and condition of the Securities Agreement and of the 
Convertible Debenture shall continue in full force and effect. Neither the 
request for, or execution or delivery of this Waiver and Consent and 
Amendment No. 1 shall be deemed to create or imply any construction, 
interpretation or application of the Securities Agreement or Convertible 
Debenture as applied to 

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the Sale or any other future transaction or course of conduct between the 
Company and the undersigned, other than as expressed in paragraph 4 above.

     IN WITNESS WHEREOF, the undersigned hereby execute this Waiver and 
Consent and Amendment No. 1 as of the day and year set forth below.

                              THE TAIL WIND FUND, LTD.



                              By: /s/ Sherrill Pletscher /s/ Anita M. Donaldson
                                 -----------------------------------------------
                              Name:  Sherrill Pletscher /s/ Anita M. Donaldson,
                              Title: Authorized Signatory Director


                              RGC INTERNATIONAL INVESTORS, LDC

                              By: Rose Glen Capital Management L.P.

                                     By:   RGC General Partner Corp.

                                           By: /s/ Gary S. Kaminsky
                                           Name:  Gary S. Kaminsky
                                           Title: Managing Director


Agreed and Accepted:

BASE TEN SYSTEMS, INC.


By: /s/ Myles Kranzler
   -----------------------
Name:  Myles Kranzler
Title: Chairman and CEO

Dated: October 20, 1997