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                                                               Exhibit 10(gg)


No. _____________                        Warrant to Purchase 50,000 Shares of
                                         Class A Common Stock


                            BASE TEN SYSTEMS, INC.

                   Class A Common Stock Purchase Warrant

                               June 20, 1997


    NEITHER THIS WARRANT NOR THE SHARES OF CLASS A COMMON STOCK ISSUABLE UPON 
EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS 
AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, 
HYPOTHECATED OR OTHERWISE DISPOSED OF UNTIL A REGISTRATION STATEMENT WITH 
RESPECT THERETO IS DECLARED EFFECTIVE UNDER SUCH ACT OR BASE TEN SYSTEMS, 
INC. RECEIVES AN OPINION OF COUNSEL SATISFACTORY IN FORM AND SUBSTANCE TO 
BASE TEN SYSTEMS, INC. AND ITS COUNSEL THAT AN EXEMPTION FROM THE 
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT IS AVAILABLE.

    THIS CERTIFIES THAT STRATEGIC GROWTH INTERNATIONAL, INC. (hereinafter 
sometimes called the "Holder") is entitled to purchase from BASE TEN SYSTEMS, 
INC., a New Jersey corporation (the "Company"), at the price and during the 
period hereinafter specified, up to 50,000 shares (the "Warrant Shares") of 
the Company's Class A Common Stock, $1.00 par value (the "Common Stock").

    This Warrant is subject to adjustment in accordance with Paragraph 9 
hereof.

    1.  a.  Vesting.

            The rights represented by this Warrant shall vest in four equal 
portions of 12,500 Warrants each, one portion vesting at the end of each six 
(6) month period commencing on the date of grant.

        b.  Exerciseability.

            The rights represented by this Warrant shall be exercisable for a 
period of five (5) years, commencing on the date such rights first vest as to 
each 12,500 Warrant portion as set forth in Section 1(a) above and ending 
five (5) years after such vesting (the "Exercise Period"). After expiration 
of the Exercise Period applicable to each portion of the Warrant, the Holder 
shall have no right to purchase any shares of Common Stock underlying that 
portion of the Warrant and that portion of the Warrant shall terminate. If, 
at any time prior to the expiration of the Exercise Period as to any portion 
of the Warrant, there shall be a sale of all or substantially all of the 
properties and assets of the Company as an entirety to any other corporation 
or person, the unexercisable portion of the Warrant to the extent not then 
expired and terminated shall, upon such sale, become immediately exercisable.

        c.  Exercise Price.


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             The rights represented by this Warrant shall be exercisable at a 
purchase price of $9.875 per share (the "Exercise Price"), subject to 
adjustment in accordance with Paragraph 9. 

         2.  The rights represented by this Warrant may be exercised at any 
time within the Exercise Period above specified, in whole or in part, by 
(i) the surrender of this Warrant (with the exercise form at the end hereof 
properly executed) at the principal executive office of the  Company (or such 
other office or agency of the Company as it may designate by notice in 
writing to the Holder at the address of the Holder appearing on the books of 
the Company); and (ii) payment to the Company of the Exercise Price then in 
effect for the number of shares of Common Stock specified in the 
above-mentioned exercise form together with applicable stock transfer taxes, 
if any. This Warrant shall be deemed to have been exercised, in whole or in 
part to the extent specified, on the close of business on the date this 
Warrant is surrendered and payment is made in accordance with the foregoing 
provisions of this Paragraph 2, and the person or persons in whose name or 
names the certificates for shares of Common Stock shall be issuable upon such 
exercise shall become the holder or holders of record of such shares of 
Common Stock so purchased shall be delivered to such person or persons within 
a reasonable time, not exceeding thirty (30) days, after this Warrant shall 
have been exercised.

         3.  Holder understands that, except as set forth in Paragraph 6 
hereof, the Warrant Shares will not be registered under the Securities Act 
and that they must be held indefinitely unless a subsequent disposition 
thereof is registered under the Securities Act or the transaction is exempt 
from registration. The certificate or certificates representing any Warrant 
Shares bear the following restrictive legend:

             "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES  
             ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE   
             SOLD, TRANSFERRED,  PLEDGED,  HYPOTHECATED  OR OTHERWISE         
             DISPOSED  OF IN THE ABSENCE OF (i) AN EFFECTIVE REGISTRATION     
             STATEMENT UNDER THE SECURITIES ACT; OR (ii) TO THE EXTENT 
             APPLICABLE, PURSUANT TO RULE 144 UNDER THE SECURITIES ACT (OR 
             SIMILAR RULE UNDER THE SECURITIES ACT RELATING TO THE 
             DISPOSITION OF SECURITIES), OR (iii) AN OPINION OF COUNSEL, IN 
             FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY AND ITS COUNSEL, 
             THAT AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT IS 
             AVAILABLE."

         4.  The Company covenants and agrees that all shares of Common Stock 
which may be issued upon exercise of this Warrant will, upon issuance, be 
duly and validly issued, fully paid and nonassessable and no personal 
liability will attach to the Holder thereof. The Company further covenants 
and agrees that during the Exercise Period, the Company will at all times 
have authorized and reserved a sufficient number of shares of its Common 
Stock to provide for the exercise of this Warrant.

         5.  The Warrant shall not entitle the Holder to any rights, 
including, without limitation, voting rights, as a stockholder of the Company.

         6.  a.  If, at any time during the Exercise Period, the Company 
proposes to register any of its securities under the Securities Act (other 
than in connection with a primary public


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offering of the Company's securities, a merger or other business combination, 
or pursuant to Form S-8 or other comparable Form), it will give written 
notice by registered mail, at least thirty (30) days prior to the filing of 
each such registration statement, to Holder of its intention to do so. If 
Holder notifies the Company within ten (10) days after receipt of any such 
notice of his desire to include any Warrant Shares owned by him in such 
proposed registration statement, the Company shall afford the Holder the 
opportunity to have any of its Warrant Shares registered under such 
registration statement; provided that (i) such inclusion does not pose any 
significant legal problem, and (ii) if such registration statement is filed 
pursuant to an underwritten public offering, the underwriter approves of such 
inclusion.

         b.  Notwithstanding the provisions of this Paragraph 6, the Company 
shall have the right at any time after it shall have given written notice 
pursuant to this Paragraph 6 (irrespective of whether a written request for 
inclusion of any Warrant Shares shall have been made) to elect not to file 
any such proposed registration statement, or to withdraw the same after the 
filing but prior to the effective date thereof.

         c.  Holder will cooperate with the Company in all respects in 
connection with the registration and sale of the Warrant Shares, including, 
timely supplying all information reasonably requested by the Company and 
executing and returning all documents reasonably requested in connection 
therewith. In addition, Holder will comply with all applicable provisions of 
state and federal securities laws, including Regulation M promulgated under 
the Securities Exchange Act of 1934, as amended, and will not, during the 
course of a distribution, purchase any of the securities being distributed.

         d.  All expenses incurred in any registration of the Warrant Shares 
shall be paid by the Company, including, without limitation, printing 
expenses, fees and disbursements of counsel for the Company, expenses of any 
audits to which the Company shall agree to have performed or which shall be 
necessary to comply with governmental requirements in connection with any 
such registration, all registration and filing fees for the Warrant Shares 
under federal and state securities laws, and expenses of complying with the 
securities or blue sky laws of any jurisdictions; provided, however, the 
Company shall not be liable for (i) any discounts or commissions to any 
underwriter; (ii) any stock transfer taxes incurred with respect to Warrant 
Shares sold in such offering or (iii) the fees and expenses of counsel for 
Holder.

     7.  This Warrant and all rights hereunder shall not be transferred, 
sold, assigned or hypothecated at any time without the prior written consent 
of the Company, except that it may be assigned in whole or in part to any 
person who is a bona fide officer of the Holder. This Warrant and all the 
rights hereunder shall be binding upon and inure to the benefit of the 
parties hereto and their respective successors, approved assigns and approved 
transferees.

     8.  If, at any time during the Exercise Period, there shall be any 
capital reorganization, reclassification of Common Stock (other than a change 
in par value or from par value to no par value or from no par value to par 
value as a result of a stock dividend or subdivision, split-up or combination 
of shares), the consolidation or merger of the Company with or into another 
corporation or of the sale of all or substantially all the properties and 
assets of the Company as an entirety to any other corporation or person, the 
unexercised portion of this Warrant shall, after such reorganization, 
reclassification, consolidation, merger or sale, be exercisable for the kind 
and number of shares of stock or other securities or property of the Company, 
or of the corporation resulting from such consolidation or surviving such 
merger, to which the Holder would have been entitled if the Holder had held 
shares of Common Stock issuable upon the exercise hereof immediately prior to 
such reorganization,

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reclassification, consolidation, merger or sale. The provisions of this 
Paragraph 8 shall similarly apply to successive reorganizations, 
reclassifications, consolidations, mergers and sales.

     9.  The Exercise Price and Exercise Period in effect at any time and the 
number and kind of securities purchasable upon the exercise of this Warrant 
shall be subject to adjustment from time to time upon the happening of 
certain events as follows:

         a.  If, at any time during the Exercise Period, the Company shall 
(i) declare a dividend or make a distribution on its outstanding shares of 
Common Stock in shares of Common Stock, (ii) subdivide or reclassify its 
outstanding shares of Common Stock into a greater number of shares, or (iii) 
combine or reclassify its outstanding shares of Common Stock into a smaller 
number of shares, the Exercise Price in effect at the time of the effective 
date or record date, as the case may be, for such sale, dividend or 
distribution or of the effective date of such subdivision, combination or 
reclassification shall be appropriately adjusted by the Company.

         b.  Whenever the Exercise Price payable upon exercise of this 
Warrant is adjusted pursuant to Paragraph 9(a) above, the number of Warrant 
Shares shall be appropriately and equally adjusted by the Company at the same 
time.

         c.  Notwithstanding any adjustment in the Exercise Price or the 
number or kind of shares of Common Stock purchasable upon the exercise of 
this Warrant, certificates for Warrants issued prior or subsequent to such 
adjustment may continue to express the same price and number and kind of 
shares of Common Stock as are initially issuable pursuant to this Warrant.

         d.  The Company may, but under no circumstances is obligated to, 
modify the terms of this Warrant to provide for an earlier commencement of 
the Exercise Period, or to extend the Exercise Period, or to lower the 
Exercise Price, at any time prior to the expiration of this Warrant.

     10. This Agreement shall be governed by and in accordance with the laws 
of the State of New Jersey.

     IN WITNESS WHEREOF, BASE TEN SYSTEMS, INC. has caused this Warrant to be 
signed by its duly authorized officer as of the date set forth on the first 
page hereof.


                                  By:  /s/ Edward J. Klinsport
                                     -------------------------------
                                     Name: Edward J. Klinsport
                                     Title: Executive Vice President


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                             BASE TEN SYSTEMS, INC.

                                 PURCHASE FORM

    The undersigned hereby irrevocably elects to exercise the rights of 
purchase represented by the within Warrant for, and to purchase 
thereunder ______ shares of Class A Common Stock (the "Shares") provided for 
therein, and requests that certificates for the Shares be issued in the name 
of:

______________________________________________________________________________
           (Please Print Name, Address and Social Security Number)

______________________________________________________________________________

and, if said number of Shares shall not be all the Shares purchasable 
hereunder, that a new Warrant certificate for the balance of the Shares 
purchasable under the within Warrant certificate be registered in the name of 
the undersigned Holder or his Assignee as below indicated and delivered to 
the address stated below.


Dated:_________________, 19___

Name of Holder or Permitted Assignee (Please Print):__________________________

Address:______________________________________________________________________

Signature:____________________________________________________________________

Signature Guaranteed:    Note:  The above signature must correspond with the 
                                name as written upon the face of this Warrant
                                certificate in every particular, without 
                                alteration or enlargement or any change
                                whatever, unless this Warrant has been 
                                assigned in accordance with the terms of the
                                Warrant.


                               ASSIGNMENT
             (To be signed only upon assignment of Warrant)

    FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers 
unto

______________________________________________________________________________
             (Please Print Name, Address and Social Security Number)

______________________________________________________________________________

the within Warrant, hereby irrevocably constituting and appointing ___________
Attorney to transfer said Warrant on the books of the Company, with full 
power of substitution in the premises.

Dated:___________________, 19___      ________________________________________
                                      Signature of Registered Holder

Signature Guaranteed:    Note:  The above signature must correspond with the 
                                name as written upon the face of this Warrant
                                certificate in every particular, without 
                                alteration or enlargement or any change 
                                whatever, unless this Warrant has been 
                                assigned.