December 8, 1997


Mr. William F. Hackett
34 Wilshire Drive
Belle mead, NJ  08502

Dear Bill:

It is a pleasure  to extend to you an offer to join Base Ten  Systems,  Inc.  as
Senior Vice President,  Finance and Administration  effective December 10, 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 with Bloomberg Financial Markets and your
many years of financial,  marketing,  planning 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 $160,000 earned
    and paid  bi-weekly,  in accordance  with Base Ten's normal pay policy.  You
    will be eligible for a salary  review in July 1998 and for an annual  salary
    review thereafter. 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 20,000 shares  immediately and 10,000 shares
    on each of the first  three  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.  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, including benefits, for a period of six months.
    Should your  employment be terminated by the Company for cause there will be
    no severance pay.

5.  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.

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 Senior Vice President,  Finance and Administration  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, Bill, 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
----------------------------
Richard J. Farrelly
Sr. Vice President, Planning and Human Resources

cc:        T. E. Gardner
           Board of Directors


ACCEPTED:

WILLIAM F. HACKETT
---------------------------
William F. Hackett

December 10, 1997