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.

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,


RICHARD J. FARRELLY                                   C. RICHARD BAGSHAW
-------------------                                   --------------------------
Richard J. Farrelly                                   C. Richard Bagshaw
Sr. Vice President, Planning and Human Resources

cc:  T. E. Gardner
     Board of Directors