CHANGE IN CONTROL AGREEMENT


                     THIS AMENDED AND RESTATED AGREEMENT dated January 13, 1998,
by and between Base Ten Systems,  Inc., a New Jersey corporation  (together with
any successor, the "Company"),  and C. Richard Bagshaw, residing at 6134 Bramble
Court, Lawrenceville, NJ 08648, (the "Executive").

                              W I T N E S S E T H:

                     WHEREAS,  should the  Company  receive a  proposal  from or
engage  in  discussions  with a third  person  concerning  a  possible  business
combination  with  or  the  acquisition  of  a  substantial  portion  of  voting
securities  of the Company,  the Board of Directors of the Company (the "Board")
has  deemed  it  imperative  that  it and  the  Company  be  able to rely on the
Executive  to  continue  to serve in his  position  and that the  Board  and the
Company  be able to rely upon his advice as being in the best  interests  of the
Company  and its  shareholders  without  concern  that  the  Executive  might be
distracted  by the  personal  uncertainties  and risks that such a  proposal  or
discussions might otherwise create; and

                     WHEREAS,  the Company desires to enhance  executive  morale
and its ability to retain existing management; and

                     WHEREAS,  the Company  desires to reward the  Executive for
his service to the Company or one or more of its subsidiary  corporations  (each
together with any successor,  a  "Subsidiary")  should his service be terminated
under circumstances hereinafter described; and

                     WHEREAS,  the  Board  therefore  considers  it in the  best
interests  of the  Company  and its  shareholders  for the Company to enter into
Change in Control  Agreements,  in form similar to this Agreement,  with certain
key executive officers of the Company; and

                     WHEREAS,  the Executive is presently a key  executive  with
whom the Company has been authorized by the Board to enter into this Agreement;

                     WHEREAS, as of the date of this Agreement,  the specialized
knowledge and skills of the Executive will be particularly needed by the Company
as the  Company  continues  to  expand  its  medical  technology  business,  and
stability at the top management level is and will be critically important to the
ultimate success of the Company; and

                     WHEREAS, in order to provide an incentive to members of top
management not to seek and consider  opportunities outside of the Company, which
would  substantially  impede the continued  expansion of the  Company's  medical
technology business, while at the same time continuing to engage in its historic
business,  the Company's  independent  directors have determined it to be in the
best  interests  of the Company to revise and amend this  Agreement  in order to
make it  consistent  with the purposes  underlying  the  original  entry of this
Agreement;

                     NOW,  THEREFORE,  to assure the Company of the  Executive's
continued dedication and the availability of his advice and counsel in the event
of any such  proposal,  to induce the  Executive  to remain in the employ of the
Company or a Subsidiary, and to reward the Executive for his valuable, dedicated
service to the Company or a Subsidiary  should his service be  terminated  under
circumstances   hereinafter   described,   and  for  other  good  and   valuable
consideration,  the receipt and adequacy  whereof each party  acknowledges,  the
Company and the Executive agree as follows:

                     1. OPERATION, EFFECTIVE DATE, AND TERM OF AGREEMENT.

                     (a) This  Agreement  shall  commence on the date hereof and
continue in effect through December 31, 2000; provided, however, that commencing
on January 1, 1999 and each  succeeding  January 1 thereafter,  the term of this
Agreement  shall be extended  automatically  for one additional year (so that at
all times the remaining term hereof shall not be less than two (2) years) unless
not later than the  September 30 preceding  such  automatic  extension  date the
Company shall have given notice that it does not wish to extend this Agreement.

                     (b) This Agreement is effective and binding on both parties
as of the date hereof. Notwithstanding its present effectiveness, the provisions
of paragraphs 3 and 4 of this Agreement shall become operative only when, as and
if there has been a "Change in Control of the  Company."  For  purposes  of this
Agreement, a "Change in Control of the Company" shall be deemed to have occurred
if

                               (X)  any  "person"  (as  such  term  is  used  in
                     Sections 13(d) and 14(d) of the Securities  Exchange Act of
                     1934, as amended (the "Exchange  Act")), or persons "acting
                     in concert"  (which for  purposes of this  Agreement  shall
                     include two or more persons voting together on a consistent
                     basis  pursuant to an  agreement or  understanding  between
                     them),  other  than a trustee  or other  fiduciary  holding
                     securities  under an employee  benefit  plan of the Company
                     and other than a person  engaging in a  transaction  of the
                     type  described in clause (Z) of this  subsection but which
                     does not  constitute a change in control under such clause,
                     is or becomes  the  "beneficial  owner" (as defined in Rule
                     13d-3 under the Exchange Act),  directly or indirectly,  of
                     securities of the Company  representing forty percent (40%)
                     or more of the combined  voting power of the Company's then
                     outstanding securities; or

                               (Y)  individuals  who,  as of the  date  of  this
                     Amended and Restated  Agreement,  constitute  the Board and
                     any new director  ("New  Director")  whose  election by the
                     Board,   or   nomination   for   election  by  the  Company
                     shareholders,   was   approved   by  a  vote  of  at  least
                     seventy-five  percent (75%) of the directors  then still in
                     office who either were  directors  at the  beginning of the
                     period or whose  election or  nomination  for  election was
                     previously so approved  ("Continuing  Members"),  cease for
                     any reason to constitute a majority thereof (provided that,
                     for  purposes of this clause (Y),  the term "New  Director"
                     shall exclude (i) a director designated by a person who has
                     entered  into an  agreement  with the  Company  to effect a
                     transaction  described  in  clauses  (X)  or  (Z)  of  this
                     subsection, and (ii) an individual whose initial assumption
                     of office as a director is in connection with any actual or
                     threatened contest related to the election of any directors
                     to the Board); or

                               (Z) the  shareholders  of the Company approve or,
                     if no  shareholder  approval is required or  obtained,  the
                     Company or a Subsidiary  completes a merger,  consolidation
                     or similar  transaction of the Company or a Subsidiary with
                     or into any other corporation,  or a binding share exchange
                     involving  the  Company's  securities,  other than any such
                     transaction  which would result in the voting securities of
                     the   Company   outstanding   immediately   prior   thereto
                     continuing to represent (either by remaining outstanding or
                     by being converted into voting  securities of the surviving
                     entity) at least seventy-five percent (75%) of the combined
                     voting  power of the voting  securities  of the  Company or
                     such surviving entity  outstanding  immediately  after such
                     transaction,  or the  shareholders of the Company approve a
                     plan of complete liquidation of the Company or an agreement
                     for  the  sale  or  disposition  by the  Company  of all or
                     substantially all the Company's assets (excluding, for this
                     purpose,  the sale of the Company's  Government  Technology
                     division).

                     2. EMPLOYMENT OF EXECUTIVE.

                     Nothing  herein shall affect any right which the  Executive
or the Company or a Subsidiary may otherwise  have to terminate the  Executive's
employment  by the  Company or a  Subsidiary  at any time in any lawful  manner,
subject  always to the  Company's  providing to the  Executive  the payments and
benefits  specified  in  paragraphs  3 and 4 of  this  Agreement  to the  extent
hereinbelow provided.

                     In the  event any  person  commences  a tender or  exchange
offer, circulates a proxy statement to the Company's shareholders or takes other
steps  designed  to effect a Change in  Control  of the  Company  as  defined in
paragraph  1 of this  Agreement,  the  Executive  agrees  that,  subject  to the
provisions of Section  5(a)(iii),  (c) and (j) of the Employment  Agreement,  he
will not voluntarily  leave the employ of the Company or a Subsidiary,  and will
continue to perform his regular  duties and to render the services  specified in
the recitals of this  Agreement,  until such person has  abandoned or terminated
his  efforts to effect a Change in  Control of the  Company or until a Change in
Control of the Company has occurred.  Should the Executive voluntarily terminate
his  employment  before  any such  effort to effect a Change in  Control  of the
Company has commenced, or after any such effort has been abandoned or terminated
without  effecting a Change in Control of the Company and no such effort is then
in process, this Agreement shall lapse and be of no further force or effect.



<PAGE>


                     3. TERMINATION FOLLOWING CHANGE IN CONTROL.

                     (a) If any of the events  described  in  paragraph 1 hereof
constituting  a Change in  Control  of the  Company  shall  have  occurred,  the
Executive shall be entitled to the benefits  provided in paragraph 4 hereof upon
the  termination  of his employment  within the  applicable  period set forth in
paragraph 4 hereof unless such termination is (i) due to the Executive's  death;
or (ii) by the Company or a Subsidiary by reason of the  Executive's  Disability
or for Cause; or (iii) by the Executive other than for Good Reason.

                     (b) If  following  a Change in Control of the  Company  the
Executive's  employment is terminated by reason of his death or Disability,  the
Executive shall be entitled to death or long-term  disability  benefits,  as the
case may be, from the  Company no less  favorable  than the maximum  benefits to
which he would have been entitled had the death or  termination  for  Disability
occurred  during  the six month  period  prior to the  Change in  Control of the
Company. If prior to any such termination for Disability, the Executive fails to
perform his duties as a result of incapacity due to physical or mental  illness,
he shall continue to receive his Salary less any benefits as may be available to
him under the Company's or Subsidiary's disability plans until his employment is
terminated for Disability.

                     (c) If the  Executive's  employment  shall be terminated by
the Company or a Subsidiary  for Cause or by the  Executive  other than for Good
Reason,  the Company shall pay to the Executive his full Salary through the Date
of Termination at the rate in effect at the time Notice of Termination is given,
and the Company shall have no further  obligations  to the Executive  under this
Agreement.

                     (d) For purposes of this Agreement:

                     (i) "Disability" shall mean the Executive's  incapacity due
                     to physical or mental illness such that the Executive shall
                     have  become   qualified  to  receive  benefits  under  the
                     Company's or Subsidiary's long-term disability plans or any
                     equivalent   coverage   required  to  be  provided  to  the
                     Executive   pursuant  to  any  other  plan  or   agreement,
                     whichever is applicable.

                     (ii)      "Cause" shall mean:

                               (A) the conviction of the Executive for a felony,
                               or the willful  commission  by the Executive of a
                               criminal or other act that in the judgment of the
                               Board causes or will probably  cause  substantial
                               economic damage to the Company or a Subsidiary or
                               substantial injury to the business  reputation of
                               the Company or a Subsidiary;

                               (B) the  commission by the Executive of an act of
                               fraud  in the  performance  of  such  Executive's
                               duties on behalf of the  Company or a  Subsidiary
                               that  causes  or  will  probably  cause  economic
                               damage to the Company or a Subsidiary; or

                               (C)  the  continuing   willful   failure  of  the
                               Executive to perform the duties of such Executive
                               to the  Company or a  Subsidiary  (other than any
                               such  failure   resulting  from  the  Executive's
                               incapacity  due to  physical  or mental  illness)
                               after  written  notice  thereof  (specifying  the
                               particulars  thereof in reasonable  detail) and a
                               reasonable  opportunity to be heard and cure such
                               failure  are  given  to  the   Executive  by  the
                               Compensation  Committee  of the  Board  with  the
                               approval  thereof by a majority of the Continuing
                               Directors.

                     For  purposes  of this  subparagraph  (d)(ii),  no act,  or
failure to act, on the  Executive's  part shall be considered  "willful"  unless
done,  or omitted to be done,  by him not in good faith and  without  reasonable
belief that his action or omission was in the best interests of the Company or a
Subsidiary.

                     (iii) "Good Reason" shall mean:

                               (A) The assignment by the Company or a Subsidiary
                               to  the   Executive   of   duties   without   the
                               Executive's  express written  consent,  which (i)
                               are   materially   different  or  require  travel
                               significantly  more time  consuming  or extensive
                               than the  Executive's  duties or business  travel
                               obligations  measured  from the point in time one
                               (1) year  prior to the  Change in  Control of the
                               Company,  or (ii) result in either a  significant
                               reduction  in  the   Executive's   authority  and
                               responsibility as a senior corporate executive of
                               the Company or a Subsidiary  when compared to the
                               highest  level of  authority  and  responsibility
                               assigned to the  Executive at any time during the
                               one  (1)  year  period  prior  to the  Change  in
                               Control of the  Company,  or,  (iii)  without the
                               Executive's express written consent,  the removal
                               of  the   Executive   from,  or  any  failure  to
                               reappoint  or  reelect  the   Executive  to,  the
                               highest  title  held  since the date one (1) year
                               before  the  Change in  Control  of the  Company,
                               except in connection  with a  termination  of the
                               Executive's   employment  by  the  Company  or  a
                               Subsidiary  for  Cause,   or  by  reason  of  the
                               Executive' death or Disability;

                               (B) A reduction by the Company or a Subsidiary of
                               the Executive's  Salary,  or the failure to grant
                               increases in the Executive's Salary on a basis at
                               least  substantially  comparable to those granted
                               to  other   executives   of  the   Company  or  a
                               Subsidiary  of  comparable   title,   salary  and
                               performance ratings made in good faith;

                               (C) The  relocation  of the  Company's  principal
                               executive  offices (or in the case of an employee
                               of a Subsidiary,  the principal executive offices
                               of such  Subsidiary)  to a location  outside  the
                               State of New Jersey,  or the Company's  requiring
                               the Executive to be based anywhere other than the
                               Company's  principal executive offices (or in the
                               case  of  an  employee  of  a   Subsidiary,   the
                               principal  executive  officer of such Subsidiary)
                               except for required  travel on the Company's or a
                               Subsidiary's  business to an extent substantially
                               consistent with the  Executive's  business travel
                               obligations  measured  from the point in time one
                               (1) year  prior to the  Change in  Control of the
                               Company, or in the event of any relocation of the
                               Executive with the  Executive's  express  written
                               consent,   the   failure  by  the  Company  or  a
                               Subsidiary  to pay (or  reimburse  the  Executive
                               for)  all  reasonable   moving  expenses  by  the
                               Executive  relating  to  a  change  of  principal
                               residence in connection  with such relocation and
                               to  indemnify  the  Executive  against  any  loss
                               realized in the sale of the Executive's principal
                               residence in  connection  with any such change of
                               residence,  all to the effect that the  Executive
                               shall  incur no loss  upon  such sale on an after
                               tax basis;

                               (D) The failure by the Company or a Subsidiary to
                               continue   to   provide   the   Executive    with
                               substantially  the same welfare  benefits  (which
                               for  purposes  of  this   Agreement   shall  mean
                               benefits  under all welfare plans as that term is
                               defined   in   Section   3(1)  of  the   Employee
                               Retirement   Income  Security  Act  of  1974,  as
                               amended),     and     perquisites,      including
                               participation   on  a  comparable  basis  in  the
                               Company's  or a  Subsidiary's  stock option plan,
                               incentive  bonus plan and any other plan in which
                               executives  of the  Company  or a  subsidiary  of
                               comparable  title and salary  participate  and as
                               were provided to the Executive  measured from the
                               point in time one (1) year  prior to such  Change
                               in Control of the  Company,  or with a package of
                               welfare   benefits   and   perquisites   that  is
                               substantially comparable in all material respects
                               to such welfare benefits and perquisites; or

                               (E) The  failure  of the  Company  to obtain  the
                               express  written  assumption  of and agreement to
                               perform  this   Agreement  by  any  successor  as
                               contemplated in subparagraph 5(d) hereof.

                     (iv) "Dispute" shall mean (i) in the case of termination of
                     employment  of  the   Executive   with  the  Company  or  a
                     Subsidiary by the Company or a Subsidiary for Disability or
                     Cause,  that the  Executive  challenges  the  existence  of
                     Disability or Cause and (ii) in the case of  termination of
                     employment  of  the   Executive   with  the  Company  or  a
                     Subsidiary  by the  Executive  for  Good  Reason,  that the
                     Company or the Subsidiary  challenges the existence of Good
                     Reason.

                     (v)  "Salary"  shall mean the  Executive's  average  annual
                     compensation reported on Form W-2.

                     (vi)  "Incentive  Compensation"  in any year shall mean the
                     amount  the  Executive  has  elected  to defer in such year
                     pursuant to any plan, arrangement or contract providing for
                     the deferral of compensation.

                     (e) Any purported  termination of employment by the Company
or a Subsidiary by reason of the Executive's  Disability or for Cause, or by the
Executive  for  Good  Reason,   shall  be  communicated  by  written  Notice  of
Termination to the other party hereto. For purposes of this Agreement, a "Notice
of  Termination"  shall mean a notice given by the Executive or the Company or a
Subsidiary,  as the case may be, which shall  indicate  the  specific  basis for
termination and shall set forth in reasonable detail the facts and circumstances
claimed  to  provide  a basis  for  determination  of any  payments  under  this
Agreement.  The Executive  shall not be entitled to give a Notice of Termination
that  the  Executive  is  terminating  his  employment  with  the  Company  or a
Subsidiary for Good Reason more than six (6) months following the later to occur
of (i) the Change in Control  and (ii) the  occurrence  of the event  alleged to
constitute Good Reason.  The Executive's  actual  employment by the Company or a
Subsidiary  shall cease on the Date of  Termination  specified  in the Notice of
Termination, even though such Date of Termination for all other purposes of this
Agreement may be extended in the manner  contemplated  in the second sentence of
Paragraph 3(f).

                     (f) For purposes of this  Agreement,  "Date of Termination"
shall mean the date specified in the Notice of  Termination,  which shall be not
more than ninety (90) days after such Notice of  Termination  is given,  as such
date may be modified  pursuant to the next sentence.  If within thirty (30) days
after any Notice of Termination is given,  the party who receives such Notice of
Termination  notifies  the other  party that a Dispute (as  heretofore  defined)
exists,  the Date of  Termination  shall be the date on  which  the  Dispute  is
finally  determined,  either by mutual written agreement of the parties, or by a
final judgment,  order or decree of a court of competent  jurisdiction (the time
for appeal  therefrom  having  expired  and no appeal  having  been  perfected);
provided that the Date of  Termination  shall be extended by a notice of Dispute
only if such  notice is given in good  faith and the party  giving  such  notice
pursues the  resolution of such Dispute with  reasonable  diligence and provided
further  that  pending  the  resolution  of any such  Dispute,  the Company or a
Subsidiary  shall  continue to pay the  Executive the same Salary and to provide
the Executive with the same or  substantially  comparable  welfare  benefits and
perquisites  that the  Executive was paid and provided as of a date one (1) year
prior to the Change in Control of the Company.  Should a Dispute  ultimately  be
determined  in favor of the Company or a  Subsidiary,  then all sums paid by the
Company or a Subsidiary to the Executive from the date of termination  specified
in the Notice of Termination  until final  resolution of the Dispute pursuant to
this  paragraph  shall be repaid  promptly by the  Executive to the Company or a
Subsidiary,  with interest at the prime rate generally  prevailing  from time to
time among major New York City banks and all  options,  rights and stock  awards
granted to the  Executive  during such period  shall be cancelled or returned to
the Company or  Subsidiary.  The Executive  shall not be obligated to pay to the
Company  or a  Subsidiary  the cost of  providing  the  Executive  with  welfare
benefits and  perquisites  for such period unless the final  judgment,  order or
decree  of a court or other  body  resolving  the  Dispute  determines  that the
Executive  acted in bad faith in giving a notice  of  Dispute.  Should a Dispute
ultimately  be  determined  in favor of the  Executive  or be  settled by mutual
agreement  between the  Executive and the Company,  then the Executive  shall be
entitled to retain all sums paid to the Executive  under this  subparagraph  (f)
for the period  pending  resolution  of the  Dispute  and shall be  entitled  to
receive, in addition, the payments and other benefits to the extent provided for
in paragraph 4 hereof to the extent not previously paid hereunder.

                     4. PAYMENTS UPON TERMINATION.

                     If within  three  years  after a Change in  Control  of the
Company (or if within  nine (9) months  prior to a Change in Control if effected
in connection  with such Change in Control),  the Company or a Subsidiary  shall
terminate the  Executive's  employment  other than by reason of the  Executive's
death,  Disability or for Cause or the Executive  shall terminate his employment
for Good Reason then,

                     (a) The  Company  or a  Subsidiary  will pay on the Date of
                     Termination to the Executive as  compensation  for services
                     rendered on or before the Executive's  Date of Termination,
                     a lump sum cash amount  (subject to any applicable  payroll
                     or taxes  required to be withheld  computed at the rate for
                     supplemental  payments)  equal to (i) 2.99 times the sum of
                     the  average  for  each of the  five  fiscal  years  of the
                     Company  ending  before  the day on  which  the  Change  in
                     Control of the Company  occurs of the  Executive's  Salary,
                     his  Incentive  Compensation  and  the  annual  cost to the
                     Company of all hospital, medical and dental insurance, life
                     insurance,   disability  insurance  and  other  welfare  or
                     benefit plan provided to the Executive  minus (ii) the cost
                     to the Company of the insurance required under subparagraph
                     4(b) hereof;

                     (b) For a  period  of  three  years  following  the Date of
                     Termination, the Company shall provide, at Company expense,
                     the  Executive  and  the   Executive's   spouse  with  full
                     hospital,  medical and dental insurance with  substantially
                     the same  coverage  and  benefits  as were  provided to the
                     Executive immediately prior to the Change in Control of the
                     Company; and

                     (c) In event that any payment or benefit  received or to be
                     received by the  Executive  pursuant to this  Agreement  in
                     connection  with a Change in Control of the  Company or the
                     termination  of the  Executive's  employment  (collectively
                     with all payments and benefits hereunder, "Total Payments")
                     would not be  deductible in whole or in part by the Company
                     as the result of Section 280G of the Internal  Revenue Code
                     of 1986,  as amended and the  regulations  thereunder  (the
                     "Code"),  the  payments  and  benefits  hereunder  shall be
                     reduced  until no  portion  of the  Total  Payments  is not
                     deductible by reducing to the extent  necessary the payment
                     under   subparagraph  (a)  hereof.  For  purposes  of  this
                     limitation (i) no portion of the Total Payments the receipt
                     or enjoyment of which the Executive shall have  effectively
                     waived in  writing  prior to the date of  payment  shall be
                     taken into account,  (ii) no portion of the Total  Payments
                     shall be taken  into  account  which in the  opinion of tax
                     counsel  selected by the  Executive  and  acceptable to the
                     Company's  independent auditors the Executive is not likely
                     to constitute a "parachute  payment"  within the meaning of
                     Section  280G(b)(2) of the Code, and (iii) the value of any
                     non-cash   benefit  or  any  deferred  payment  or  benefit
                     included in the Total  Payments  shall be determined by the
                     Company's  independent  auditors  in  accordance  with  the
                     principles of Sections 280G(d)(3) and (4) of the Code.



<PAGE>


                     5. GENERAL.

                     (a)  The   Executive   shall  retain  in   confidence   any
proprietary  or  other  confidential  information  known to him  concerning  the
Company  and its  business  (including  the  Company's  Subsidiaries  and  their
businesses) so long as such information is not publicly disclosed and disclosure
is not required by an order of any governmental body or court.

                     (b) If litigation or other  proceedings shall be brought to
enforce or interpret any provision  contained  herein, or in connection with any
tax audit to the extent  attributable  to the application of Section 4999 of the
Code to any payment or benefit provided  hereunder,  the Company shall indemnify
the Executive for his reasonable  attorney's fees and disbursements  incurred in
connection therewith (which  indemnification  shall be made at regular intervals
during the course of such  litigation,  not less frequently than every three (3)
months)  and pay  prejudgment  interest  on any money  judgment  obtained by the
Executive  calculated at the prime rate of interest  generally  prevailing  from
time to time among major New York City banks from the date that  payment  should
have been made under the Agreement; provided that if the Executive initiated the
proceedings,  the Executive shall not have been found by the court or other fact
finder  to have  acted  in bad  faith in  initiating  such  litigation  or other
proceeding, which finding must be final without further rights of appeal.

                     (c)  The  Company's  obligation  to pay the  Executive  the
compensation and to make the arrangements  provided herein shall be absolute and
unconditional and shall not be affected by any circumstance,  including, without
limitation, any setoff, counterclaim,  recoupment,  defense or other right which
the Company may have against the Executive or anyone else.  All amounts  payable
by the  Company  hereunder  shall be paid  without  notice or demand.  Except as
expressly  provided herein,  the Company waives all rights which it may now have
or may hereafter have conferred upon it, by statute or otherwise,  to terminate,
cancel or rescind  this  Agreement  in whole or in part.  Except as  provided in
paragraph  3(f) herein,  each and every  payment  made  hereunder by the Company
shall be final and the  Company  will not seek to recover  for any reason all or
any part of such payment from the Executive or any person entitled thereto.  The
Executive  shall not be required to mitigate  the amount of any payment or other
benefit provided for in this Agreement by seeking other employment or otherwise.

                     (d) The Company will require any successor  (whether direct
or  indirect,  by  purchase,  merger,  consolidation  or  otherwise)  to  all or
substantially all of the business and/or assets of the Company  (excluding,  for
this purpose,  the sale of the Company's  Government  Technology  division),  by
written  agreement  in form and  substance  satisfactory  to the  Executive,  to
expressly  assume and agree to perform this  Agreement in the same manner and to
the same  extent  that the  Company  would be  required to perform it if no such
succession had taken place.

                     As used in this Agreement, "Company" shall mean the Company
as  hereinbefore  defined and any  successor  to its business  and/or  assets as
aforesaid  which  executes  and  delivers  the  agreement  provided  for in this
paragraph 5 or which otherwise  becomes bound by all the terms and provisions of
this Agreement by operation of law.

                     (e) This  Agreement  shall  inure to the benefit of, and be
enforceable by, the Executive's  personal or legal  representatives,  executors,
administrators,  successors,  heirs, distributees,  devises and legatees. If the
Executive  should die while any amounts  would still be payable to the Executive
hereunder  if he had  continued  to live,  all such  amounts,  unless  otherwise
provided herein, shall be paid in accordance with the terms of this Agreement to
the  Executive's  devisee,  legatee  or other  designee  or, if there be no such
designee,  to the Executive's estate. The obligations of the Executive hereunder
shall not be assignable by the Executive.

                     (f)  Nothing in this  Agreement  shall be deemed to entitle
the Executive to continued employment with the Company or a Subsidiary,  and the
rights of the  Company  or a  Subsidiary  to  terminate  the  employment  of the
Executive shall continue as fully as though this Agreement were not in effect.

                     6. NOTICE.

                     For the purposes of this  Agreement,  notices and all other
communications  provided for in the  Agreement  shall be in writing and shall be
deemed  to have been  duly  given  when  delivered  or  mailed by United  States
registered  mail,  return  receipt  requested,  postage  prepaid,  addressed  as
follows:

                     If to the Executive:
                               C. Richard Bagshaw
                               6134 Bramble Court
                               Lawrenceville, NJ  08648

                     If to the Company:
                               Base Ten Systems, Inc.
                               One Electronics Drive
                               P. O. Box 3151
                               Trenton, New Jersey  08619
                               Attention:  Secretary


                     7. MISCELLANEOUS.

                     No provisions of this Agreement may be modified,  waived or
discharged  unless  such  waiver,  modification  or  discharge  is  agreed to in
writing,  signed  by the  Executive  and  such  officer  as may be  specifically
designated  by the Board.  No waiver by either  party  hereto at any time of any
breach by the other  party  hereto of, or  compliance  with,  any  condition  or
provision of this  Agreement to be performed by such other party shall be deemed
a waiver of similar or dissimilar provisions or conditions at the same or at any
prior or subsequent time. No assurances or  representations,  oral or otherwise,
express or implied,  with respect to the subject matter hereof have been made by
either  party  which  are not set  forth  expressly  in  this  Agreement  or the
Employment Agreement. However, this Agreement is in addition to, and not in lieu
of, any other plan  providing  for payments to or benefits for the  Executive or
any agreement now existing,  or which hereafter may be entered into, between the
Company  and the  Executive.  The  validity,  interpretation,  construction  and
performance of this Agreement  shall be governed by the laws of the State of New
Jersey.

                     8. FINANCING.

                     All amounts due and benefits  provided under this Agreement
shall constitute general obligations of the Company in accordance with the terms
of this  Agreement.  The Executive shall have only an unsecured right to payment
thereof out of the general assets of the Company. Notwithstanding the foregoing,
the Company  may, by agreement  with one or more  trustees to be selected by the
Company,  create a trust on such terms as the Company  shall  determine  to make
payments to the Executive in accordance with the terms of this Agreement.



<PAGE>


                     9. VALIDITY.

                     The  invalidity or  unenforceability  of any  provisions of
this  Agreement  shall not affect the  validity or  enforceability  of any other
provision of this  Agreement,  which shall remain in full force and effect.  Any
provision  in  this  Agreement  which  is  prohibited  or  unenforceable  in any
jurisdiction  shall, as to such jurisdiction,  be ineffective only to the extent
of such prohibition or  unenforceability  without  invalidating or affecting the
remaining provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render  unenforceable such provision in any
other jurisdiction.

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


                                           BASE TEN SYSTEMS, INC.


                                                 T.E. GARDNER
                                           By:----------------------------------
                                                 Chairman of the Board and
                                                 Chief Executive Officer


                                                 C. RICHARD BRAGSHAW
                                             -----------------------------------
                                                   (EXECUTIVE)