CONSULTANT AGREEMENT


THIS  AGREEMENT  made this 26th day of April,  1999,  between  Base Ten Systems,
Inc.,  having its offices at One Electronics  Drive,  Trenton,  New Jersey 08619
(hereinafter  called "Base Ten") and Stephen Cloughley,  an individual,  with an
address  of  929  Gainsway  Road,   Yardley,   PA  19067   (hereinafter   called
"Consultant"). It is agreed between the parties as follows: 1. Consultant agrees
to be available to render  services to Base Ten as defined in  Attachment  A. 2.
Base Ten  agrees to pay  Consultant  for  services  and  expenses  as defined in
Attachment B. 3. Consultant  agrees to maintain as confidential and not disclose
to others during or subsequent to performing  his services,  nor make use of for
any commercial purpose, any information disclosed to him directly or directly by
Base Ten and any information  specifically  developed by Consultant for Base Ten
in performing his services except:

a.       information   which  Base  Ten  has  released  in  writing  from  being
         maintained in confidence,

b.       information  which at the time of disclosure is in the public domain by
         having  been  printed  and  published  and  available  to the public in
         libraries or other public places where such data is usually collected,

c.       information,  which after disclosure  becomes part of the public domain
         as above defined  through no act of Consultant.  d.  information  which
         Consultant can show first came to him from a source other than Base Ten
         without restriction of disclosure.

4.       It is agreed to between the parties that the relationship  hereunder is
         not that of master  and  servant,  but one of  independent  contractor.
         Neither party,  nor any of their  employees,  shall be deemed the legal
         representative  or employee of the other.  Each party  agrees to assume
         complete  responsibility  regarding  employer's  liability,   workmen's
         compensation,  social security, unemployment insurance and occupational
         safety and health  requirements with respect to his own employees,  and
         for compliance with any other applicable laws.

5.       This  Agreement may be terminated at any time during its term by either
         party, provided that said party gives prior written notice to the other
         of its  intent  to  terminate  thirty  (30) days in  advance.  However,
         termination  of  the  Agreement  does  not  relieve  Consultant  of its
         obligations under Paragraphs 3 and 5.

         This  Agreement may be  terminated by either party  forthwith on giving
         notice in  writing to the other if the other is in  material  breach of
         this  Agreement and such breach has not been  remedied  within five (5)
         weeks of written  notice being given to the other of such breach,  such
         notice to contain an express warning of the intention to terminate. Any
         termination of this Agreement  (howsoever  occasioned) shall not affect
         any accrued rights or liabilities of either party,  nor shall it affect
         the coming  into  force or the  continuance  in force of any  provision
         hereof which is expressly  or by  implication  intended to come into or
         continue in force on or after such termination.

         Upon  any  termination  of  this  Agreement   (howsoever   occasioned),
         Consultant  shall  forthwith  deliver  up to Base Ten all copies of any
         information  and data  supplied  by Base Ten for the  purposes  of this
         Agreement  and  shall  certify  to  Base  Ten  that no  copies  of such
         information  or data have been retained.  If termination  occurs during
         1999, Base Ten shall pay a sum to Consultant equal to $60,000, less any
         payments that have already been made according to Attachment B, Part 1,
         Fees.

6.       Force  Majeure.   Notwithstanding   anything  else  contained  in  this
         Agreement,  neither  party shall be liable for any delay in  performing
         its  obligations  hereunder  if such  delay is caused by  circumstances
         beyond its reasonable  control  (including without limitation any delay
         caused by any act or omission of the other party and the withholding of
         any relevant consents by any regulatory  bodies).  Subject to the party
         so  delaying  promptly  notifying  the other  party in  writing  of the
         reasons  for the delay  (and the likely  duration  of the  delay),  the
         performance of such party's  obligations  shall be suspended during the
         period  that the said  circumstances  persist  and such party  shall be
         granted an  extension  of time for  performance  equal to the period of
         delay. Either party may, if such delay continues for more than five (5)
         weeks,  terminate this Agreement  forthwith on giving notice in writing
         to the other in which event  neither party shall be liable to the other
         by reason of such termination.

7.       The parties shall execute and do all such further deeds,  documents and
         things as may be necessary to carry the  provisions  of this  Agreement
         into full force and effect.

8.       No  forbearance,  delay or  indulgence by either party in enforcing the
         provisions of this Agreement  shall prejudice or restrict the rights of
         that party nor shall any  waiver of its  rights  operate as a waiver of
         any subsequent  breach and no right,  power or remedy herein  conferred
         upon or reserved  for either  party is  exclusive  of any other  right,
         power or remedy  available to that party and each such right,  power or
         remedy shall be cumulative.

9.       This  Agreement  (including  all  Attachments  hereto and all documents
         referred to therein) Supersedes all prior agreements,  arrangements and
         undertakings  between the parties and constitutes the entire  agreement
         between the parties relating to the subject matter hereof.  No addition
         to or  modification of any provision of this Agreement shall be binding
         upon the  parties  unless made by a written  instrument  duly signed by
         both  parties.  In the  event of any  conflict  between  the  terms and
         conditions  of  this  Agreement,  the  Attachments  and  all  documents
         referred to therein,  the terms and conditions of this Agreement  shall
         prevail.

10.      This  Agreement  shall be construed and governed  under the laws of the
         state of New  Jersey. 

         IN WITNESS WHEREOF, this Agreement has been executed in duplicate as of
         the day and year first above written.



ATTEST:                                     BASE TEN SYSTEMS, INC.

                                            WILLIAM F. HACKETT
---------------------------------           ------------------------------------
                                            William F. Hackett
                                            Senior Vice President & CFO


ATTEST:                                     STEPHEN A. CLOUGHLEY
---------------------------------           ------------------------------------
                                            STEPHEN A. CLOUGHLEY





<PAGE>


                                  ATTACHMENT A


Services  to be  provided  by  Consultant  to Base Ten shall  include but not be
limited to the following:

1. Providing support for sales and marketing initiatives within Base Ten.

2. Developing sales and marketing materials upon the request of Base Ten.

3. Providing strategic guidance as requested.



<PAGE>


                                  ATTACHMENT B


1.   Fees: Base Ten shall pay for the services referenced in Attachment A at the
     rate of $1,200.00  per day, and as invoiced by Consultant to Base Ten. Such
     invoices  shall be  prepared  and  submitted  to Base Ten at the end of the
     month when such expenses are incurred. During May, June, and July of 1999 a
     minimum payment of $7,200.00 per month shall be made to the Consultant. The
     Company  agrees to purchase a minimum of $60,000.00 in consulting  services
     from the Consultant prior to the end of 1999.

2.   Expenses:  Base  Ten  shall  reimburse  Consultant  for all  out of  pocket
     expenses  incurred by  Consultant  as a result of  performing  the Services
     referenced  to in  Attachment  A.  Such  invoices  shall  be  prepared  and
     submitted  to Base Ten at the end of the  period  when  such  expenses  are
     incurred.

3.   Payment:  Payment to Consultant  shall be made within 15 days after receipt
     of invoice by Base Ten.