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                                                                  Exhibit 10(rr)






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                            BASE TEN SYSTEMS, INC.

                                      AND

                      STRATEGIC TECHNOLOGY SYSTEMS, INC.

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                               WARRANT AGREEMENT


                         Dated as of December 31, 1997



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    WARRANT AGREEMENT, dated as of December 31, 1997 (the "Agreement"), 
between Strategic Technology Systems, Inc., a Nevada corporation (the 
"Company") and Base Ten Systems, Inc., a New Jersey corporation (the 
"Holder").


                            PRELIMINARY STATEMENT

    A.   Holder and the Company entered into an Asset Purchase Agreement, 
dated as of October 22, 1997 (the "Purchase Agreement") pursuant to which 
Holder agreed to sell to the Company certain assets of Holder (the "Purchased 
Assets"). As consideration for the sale of the Purchased Assets by Holder to 
the Company, the Company agreed, among other things, to issue to Holder a 
warrant (the "Warrant") to purchase a certain number of shares of common 
stock, $______ par value per share, of the Company ("Common Stock"), upon the 
terms and conditions set forth below.

    B.   Any capitalized terms used but not defined herein shall have the 
meaning given to such terms in the Purchase Agreement.

    NOW, THEREFORE, in consideration of these premises, and for other good 
and valuable consideration, the receipt and sufficiency of which is hereby 
acknowledged, the parties hereto agree as follows:

    1.   Term of Warrant; Exercise of Warrant.

    (a)  Subject to the terms and conditions of this Agreement, the Holder 
shall have the right, at any time during the period commencing upon the 
closing of the Company's initial underwritten public offering (the "IPO") and 
ending 5:00 p.m. Eastern Time on the fifth anniversary of such closing (the 
"Exercise Period") to purchase from the Company a number of shares of Common 
Stock (the "Subject Shares") equal to 5% of the Company's issued and 
outstanding shares of Common Stock and Common Stock equivalents (giving 
effect to all outstanding convertible debt securities, warrants and options 
issued in financing transactions, but not to any compensatory warrants or 
options) as of and after giving effect to the IPO. The price per share at 
which the Subject Shares may be purchase by the Holder upon exercise of the 
Warrant (the "Exercise Price") shall be equal to (A) two times the sum of (i) 
the Cash Payment, (ii) the principal amount of the Purchase Note, (iii) any 
payments made by the Company pursuant to Section 3.2.1 of the Purchase 
Agreement, and (iv) $_____, which is equal to the amount of additional cash 
contributed or loaned to the Company prior to or within 30 days of the 
Closing Date, divided by (B) the number of Subject Shares.

    (b)  The Warrant is exercisable at the Exercise Price payable by cash or 
by certified or cashier's check, in next day funds, or any combination 
thereof. Notwithstanding the foregoing, the Holder may surrender the Purchase 
Note, or any other indebtedness or obligation of the Company to the Holder, to
the Company as payment for all or portion of the Exercise Price. Upon 
surrender of a Warrant Certificate with the annexed Form of Election to 
Purchase duly executed, together with payment of the Exercise Price for the 
number of Subject Shares purchased, at the Company's principal offices 
located at One Electronics Drive, Trenton, New Jersey, the Holder shall be 
entitled to receive a certificate or certificates for the Subject Shares so 
purchased. Such certificate or certificates shall be deemed to have been 
issued and any person so designated to be named therein shall be deemed to 
have become a holder of record of such Subject Shares as of the date of 
surrender of the Warrant being exercised and payment of the Exercise Price, 
as aforesaid, notwithstanding that the certificate or certificates 
representing such

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securities shall not actually have been delivered or that the stock transfer 
books of the Company shall then be closed. The Warrant shall be exercisable, 
at the election of a Holder, either in full or from time to time in part, but 
in no event for less than 10 shares at any one time, and, in the event that a 
certificate evidencing the Warrant is exercised in respect of less than all 
of the Subject Shares at any time prior to the expiration of the Exercise 
Period, a new certificate evidencing the remaining portion of the Warrant 
will be issued by the Company.

               (c)  In lieu of exercising this Warrant as provided in 
Section 1(a) and 1(b) above, the Holder of this Warrant may, upon prior 
written consent of the Company which shall be given in the Company's sole and 
absolute discretion, receive shares equal to the value (as determined below) 
of this Warrant by surrender of the Warrant at the principal office of the 
Company together with notice of such election in which event the Company 
shall issue to the Holder a number of Subject Shares computed using the 
following formula:

               X     =     Y(A-B)
                           ------
                              A

where          X     =     the number of Subject Shares to be issued to the 
                           holder of the Warrant.

               Y     =     the number of Subject Shares for which this Warrant 
                           may be exercised.

               A     =     the average Market Price of one Subject Share for the
                           10 trading days prior to date of surrender of the 
                           Warrant.

               B     =     The Exercise Price.

               For all purposes of this Agreement, the term Market Price as 
of any specified date shall mean (i) if the Shares of Common Stock are traded 
in the over-the-counter market or in the NASDAQ Small Cap System and not in 
the NASDAQ National Market System nor on any national securities exchange, 
the average of the per share closing bid prices of the shares of Common Stock 
on the 10 consecutive trading days immediately preceding the date in 
question, as reported by NASDAQ or an equivalent generally accepted reporting 
service, or (ii) if the shares of Common Stock are traded in the NASDAQ 
National Market System or on a national securities exchange (or if on more 
than one national securities exchange, then the principal such exchange in 
the United States), the average for the 10 consecutive trading days 
immediately preceding the date in question of the daily per share last sale 
price of the shares of Common Stock in the NASDAQ National System or closing 
price on the principal United States stock exchange on which it is listed, as 
the case may be. For purposes of clause (i) above, if trading in the shares 
of Common Stock is not reported by NASDAQ, the bid price referred to in said 
clause shall be the bid price as reported in the "pink sheets" published by 
National Quotation Bureau, Incorporated (or any Successor thereto). The 
closing price referred to in clause (ii) above shall be the last reported 
sale price or, in case no such reported sale takes place on such day, the 
average of the reported closing bid and asked prices, in either case in the 
NASDAQ National Market System or on the principal United States national 
securities exchange on which the shares of Common Stock are then listed.

               2.  Warrant Certificate.  The warrant certificate (the 
"Warrant Certificate") to be delivered pursuant to this Agreement shall be in 
the form attached hereto, and made a part hereof, with


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such appropriate insertions, omissions, substitutions, and other variations 
as required or permitted by this Agreement.

         3. Issuance of Certificates. Upon the exercise of the Warrant, the 
issuance of certificates for shares of Common Stock or other securities, 
properties or rights underlying the Warrant shall be made forthwith (and in 
any event within ten (10) business days thereafter) without charge to the 
Holder including, without limitation, any tax which may be payable in respect 
of the issuance thereof, and such certificates shall be issued in the name 
of, or in such names as may be directed by, the Holder thereof; provided, 
however, that the Company shall not be required to pay any tax which may be 
payable in respect of any transfer involved in the issuance and delivery of 
any such certificates in a name other than that of the Holder, and the 
Company shall not be required to issue or deliver such certificates unless or 
until the person or persons requesting the issuance thereof shall have paid 
to the Company the amount of such tax or shall have established to the 
satisfaction of the Company that such tax has been paid.

         The Warrant Certificate and the certificates representing the 
Subject Shares shall be executed on behalf of the Company by the manual or 
facsimile signature of the then present Chairman or Vice Chairman of the 
Board of Directors or President or Chief Executive Officer or Vice President 
of the Company under its corporate seal reproduced thereon, attested to by 
the manual or facsimile signature of the then present Secretary or Assistant 
Secretary of the Company. The Warrant Certificate shall be dated the date of 
execution by the Company upon initial issuance, division, exchange, 
substitution or transfer.

         4. Transfer. The Warrant shall be transferable only on the books of 
the Company maintained at its principal office in Trenton, New Jersey, or 
wherever its principal office may then be located, upon delivery thereof duly 
endorsed by the Holder seeking such transfer or by its duly authorized 
attorney or representative, accompanied by proper evidence of succession, 
assignment or authority to transfer. Upon any registration of transfer, the 
Company shall execute and deliver new Warrant(s) to the person entitled 
thereto.

         5. Covenants of Holder. The Holder of the Warrant Certificate, by 
its acceptance thereof, covenants and agrees;

         (i) that the Warrant and the Subject Shares are being acquired as an 
      investment and not with a view to the distribution thereof;

         (ii) that it understands that neither the Warrant nor the Subject 
      Shares have been registered under the Securities Act of 1933, as 
      amended (the "Securities Act"), in reliance on an exemption therefrom 
      for transactions not involving any public offering, and that neither 
      the Warrant nor the Subject Shares have been approved or disapproved by 
      the United States Securities and Exchange Commission (the "Commission") 
      or by any other Federal or state agency;

         (iii) it understands that neither the Warrant nor the Subject Shares 
      can be sold, transferred or assigned unless registered by the Company 
      pursuant to the Securities Act and any applicable state securities 
      laws, or unless an exemption therefrom is available, and, accordingly, 
      it may not be possible for the undersigned to liquidate its investment 
      in the Warrant and the Subject Shares, and it agrees not to sell, 
      assign or otherwise transfer or dispose of the Warrant or the Subject 
      Shares unless such Warrant or Subject Shares, as applicable, have been 
      so registered or an exemption from registration is available; and

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        (iv)  It is an accredited investor, as that term is defined in 
    Regulation D under the Securities Act.

        6.    Securities Act of 1933: Legends.  Upon exercise, in part or in 
whole, of the Warrant, certificates representing the Subject Shares 
underlying the Warrant and any of the other securities issuable upon 
exercise of the Warrant shall bear the following legend only if such 
securities are not then registered pursuant to an effective registration 
statement under the Act:

        The securities represented by this certificate have not been 
        registered under the Securities Act of 1933, as amended (the "Act"), 
        and may not be offered or sold except pursuant to (i) an effective 
        registration statement under the Act, (ii) to the extent applicable, 
        Rule 144 under the Act (or any similar rule under such Act relating 
        to the disposition of securities), or (iii) an opinion of counsel 
        that an exemption from registration under such Act is available.

        7.    Merger or Consolidation.  In case of any consolidation of the 
Company with, or merger of the Company with, or merger of the Company into, 
another corporation at any time after the closing of the IPO (other than a 
consolidation or merger which does not result in any reclassification or 
change of the outstanding Common Stock), the corporation formed by such 
consolidation or merger shall execute and deliver to the Holder a 
supplemental warrant agreement providing that the Holder of the outstanding 
Warrant shall have the right thereafter (until the expiration of the 
outstanding Warrant) to receive, upon exercise of such warrant, the kind and 
amount of shares of stock and other securities and property receivable upon 
such consolidation or merger, by the Holder of the number of shares of Common 
Stock of the Company for which such warrant might have been exercised 
immediately prior to such consolidation, merger, sale or transfer.  The above 
provision of this Section shall similarly apply to successive consolidations 
or mergers.

        8.    Payments Upon Sale, Merger of Consolidation of the Company.  In 
the event that the Company is sold, merged or liquidated prior to the closing 
of the IPO and at such time as the Warrant is still outstanding, then 
in accordance with Section 3.2.2 of the Purchase Agreement, Holder shall 
receive 15% of the gross proceeds in excess of $7,000,000 upon the closing of 
such transaction.  Upon the Holder's receipt of such amount, the Warrant 
shall terminate.

        9.    Exchange and Replacement of Warrant Certificates.  The Warrant 
Certificate is exchangeable without expense, upon the surrender thereof by 
the Holder at the principal executive office of the Company, for a new 
Warrant Certificate of like tenor and date representing in the aggregate the 
right to purchase the same number of subject shares in such denominations as 
shall be designated by the Holder thereof at the time of such surrender.

        Upon receipt by the Company of evidence reasonably satisfactory to it 
of the loss, theft, destruction or mutilation of any Warrant Certificate, 
and, in case of loss, theft or destruction, of indemnity or security 
reasonably satisfactory to it, and reimbursement to the Company of all 
reasonable expenses incidental thereto, and upon surrender and cancellation 
of the Warrant, if mutilated, the Company will make and deliver a new Warrant 
Certificate of like tenor, in lieu thereof.

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          10.  Elimination of Fractional Interests. The Company shall not be 
required to issue certificates representing fractions of shares of Common 
Stock upon the exercise of the Warrant, nor shall it be required to issue 
scrip or pay cash in lieu of fractional interests, it being the intent of the 
parties that all fractional interests shall be eliminated by rounding any 
fraction up to the nearest whole number of shares of Common Stock or other 
securities, properties or rights.

          11.  Reservation and Listing of Securities. The Company shall at 
all times reserve and keep available out of its authorized shares of Common 
Stock, solely for the purpose of issuance upon the exercise of the Warrant, 
such number of shares of Common Stock or other securities, properties or 
rights as shall be issuable upon the exercise thereof. The Company covenants 
and agrees that, upon exercise of the Warrant and payment of the Exercise 
Price therefor, all shares of Common Stock and other securities issuable upon 
such exercise shall be duly and validly issued, fully paid, non-assessable and 
not subject to the preemptive rights of any stockholder.

          12.  Notices to the Holder.  Nothing contained in this Agreement 
shall be construed as conferring upon the Holder the right to vote or to 
consent or to receive notice as a stockholder in respect of any meetings of 
stockholders for the election of directors or any other matter, or as having 
any rights whatsoever as a stockholder of the Company. If, however, at any 
time prior to the expiration of the Warrant and exercise of the Warrant but 
after the closing of the IPO, any of the following events shall occur:

          (a)  The Company shall take a record of the holders of its shares 
     of Common Stock for the purpose of entitling them to receive a dividend or
     distribution payable otherwise than in cash, or a cash dividend or 
     distribution payable otherwise than out of current or retained earnings, as
     indicated by the accounting treatment of such dividend or distribution on 
     the books of the Company;

          (b)  The Company shall offer to all of the holders of its Common 
     Stock any additional shares of capital stock of the Company or securities 
     convertible into or exchangeable for shares of capital stock of the 
     Company, or any option, right or warrant to subscribe therefor; or

          (c)  a dissolution, liquidation or winding up of the company (other 
     than in connection with a consolidation or merger) or a sale of all or 
     substantially all of its property, assets and business as an entirety shall
     be proposed;


then, in any one or more of said events, the Company shall give written 
notice of such event at least fifteen (15) days prior to the date fixed as a 
record date or the date of closing the transfer books for the determination 
of the stockholders entitled to such dividend, distribution, convertible or 
exchangeable securities or subscription rights, or entitled to vote on such 
proposed dissolution, liquidation, winding up or sale. Such notice shall 
specify such record date or the date of closing the transfer books, as the 
case may be. Failure to give such notice or any defect therein shall not 
affect the validity of any action taken in connection with the declaration or 
payment of any such dividend, or the issuance of any convertible or 
exchangeable securities, or subscription rights, options or warrants, or any 
proposed dissolution, liquidation, winding up or sale.

          13.  Adjustments. The number of Subject Shares purchasable upon the 
exercise of the Warrant shall be subject to adjustment as follows:

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  (a)  In case, after the closing of the IPO, the Company shall (i) pay a 
dividend in shares of Common Stock or make a distribution in shares of Common 
Stock, (ii) subdivide its outstanding shares of Common Stock, (iii) combine 
its outstanding shares of Common Stock into a smaller number of shares of 
Common Stock, or (iv) issue by reclassification of its shares of Common Stock 
other securities of the Company, the number of shares of Common Stock 
purchasable upon exercise of the Warrant immediately prior thereto shall be 
adjusted so that each Holder shall be entitled to receive the kind and number 
of shares of Common Stock or other securities of the Company which it would 
have owned or would have been entitled to receive immediately after the 
happening of any of the events described above, had the Warrant been 
exercised immediately prior to the happening of such event or any record date 
with respect thereto. Any adjustment made pursuant to this subsection 13(b) 
shall become effective immediately after the effective date of such event 
retroactive to the record date, if any, for such event.

  (b) In case, after the closing of the IPO, the Company shall issue rights, 
options, warrants or convertible securities to all or substantially all 
holders of its shares of Common Stock without any charge to such holders, 
entitling them to subscribe for or purchase shares of Common Stock at a price 
per share which, at the record date mentioned below, is lower than the then 
effective Exercise Price, the number of shares of Common Stock thereafter 
purchasable upon the exercise of each Warrant shall be determined by 
multiplying the number of shares of Common Stock theretofore purchasable 
upon exercise of the Warrant by a fraction, of which the numerator shall be 
the number of shares of Common Stock outstanding immediately prior to the 
issuance of such rights, options, warrants or convertible securities plus the 
number of additional shares of Common Stock offered for subscription or 
purchase, and of which the denominator shall be the number of shares of 
shares of Common Stock outstanding immediately prior to the issuance of such 
rights, options, warrants or convertible securities plus the number of shares 
which the aggregate offering price of the total number of shares offered 
would purchase at such then Exercise Price. Such adjustment shall be made 
whenever such rights, options, warrants or convertible securities are issued, 
and shall become effective immediately and retroactive to the record date for 
the determination of shareholders entitled to receive such rights, options, 
warrants or convertible securities.

  (c) No adjustment in the number of shares of Common Stock purchasable 
pursuant to the Warrant shall be required unless such adjustment would 
require an increase or decrease of at least one percent in the number of 
shares of Common Stock then purchasable upon the exercise of the Warrant or, 
if the Warrant is not then exercisable, the number of shares of Common Stock 
purchasable upon the exercise of the Warrant on the first date thereafter 
that the Warrant becomes exercisable; provided, however, that any adjustments 
which by reason of this subsection 13(c) are not required to be made 
immediately shall be carried forward and taken into account in any subsequent 
adjustment.

  (d) Whenever the number of shares of Common Stock purchasable upon the 
exercise of the Warrant is adjusted, as herein provided, the Exercise Price 
payable upon the exercise of the Warrant shall be adjusted by multiplying 
such Exercise Price immediately prior to such adjustment by a fraction, of 
which the numerator shall be the number of shares of Common Stock purchasable 
upon the exercise of the Warrant immediately prior


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    to such adjustment, and of which the denominator shall be the number of 
    shares of Common Stock so purchasable upon the exercise of the Warrant 
    immediately thereafter.

         (e)  Whenever the number of shares of Common Stock purchasable upon 
    the exercise of Warrant is adjusted as herein provided, the Company shall 
    cause to be promptly mailed to the Holders by first class mail, postage 
    prepaid, notice of such adjustment and a certificate of the chief 
    financial officer of the Company setting forth the number of shares of 
    Common Stock purchasable upon the exercise of the Warrant after such 
    adjustment, a brief statement of the facts requiring such adjustment and 
    the computation by which such adjustment was made.

         (h)  Upon the expiration of any rights, options, warrants or 
    conversion privileges, if such shall not have been exercised, the number 
    of shares of Common Stock purchasable upon exercise of the Warrant, to 
    the extent the Warrant has not then been exercised, shall, upon such 
    expiration, be readjusted and shall thereafter be such as it would have 
    been had they been originally adjusted (or had the original adjustment 
    not been required, as the case may be) on the basis of (A) the fact that 
    the only shares of Common Stock so issued were the shares of Common 
    Stock, if any, actually issued or sold upon the exercise of such rights, 
    options, warrants or conversion privileges, and (B) the fact that such 
    shares of Common Stock, if any, were issued or sold for the consideration 
    actually received by the Company upon such exercise plus the 
    consideration, if any, actually received by the Company for the issuance, 
    sale or grant of all such rights, options, warrants or conversion 
    privileges whether or not exercised; provided, however, that no such 
    readjustment shall have the effect of decreasing the number of Shares of 
    Common Stock purchasable upon exercise of the Warrant by an amount in 
    excess of the amount of the adjustment initially made in respect of the 
    issuance, sale or grant of such rights, options, warrants or conversion 
    privileges.

Except as provided in this section 13, no adjustment to the Warrant or any 
provision or condition thereof in respect of any dividends or distributions 
out of earnings shall be made during the term of the Warrant or upon the 
exercise of Warrant.

         14.  Registration Rights.

         (a)  At any time commencing on the completion of a 365-day period 
    after the closing of the IPO and ending one year after the expiration of 
    the Exercise Period, upon the request of Holder if Holder holds 
    Registrable Securities, the Company shall prepare and file with the 
    Commission a registration statement with respect to such Registrable 
    Securities covering the sale of Registrable Securities by Holder, and use 
    all reasonable efforts to cause such registration statement to become and 
    remain effective for a period of not less than two years.

         (b)  The Company shall use its best efforts to register or qualify 
    such Registrable Securities for sale in such states as Holder shall 
    reasonably designate and to keep such registration or qualification in 
    effect for so long as the registration statement filed under the 
    Securities Act remains in effect.

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         (c)  The Company shall prepare and file with the Commission such 
     amendments and supplements to such registration statement and the 
     prospectus used in connection therewith as may be necessary to update 
     and keep such registration statement effective and to comply with the 
     provisions of the Securities Act with respect to the sale of all 
     securities covered by such registration statement. Notwithstanding 
     anything else to the contrary contained herein, neither the Company nor 
     any of its affiliates shall be required to disclose any confidential 
     information concerning pending acquisitions not otherwise required to be 
     disclosed, provided, however, that if the Company intends to delay 
     filing a registration statement, or an amendment or supplement to a 
     registration statement in order to avoid making such disclosure, the 
     Company shall provide Holder with written notice and the Company may not 
     delay making such filing for more than ninety (90) days after Holder's 
     receipt of such notice.

         The Company shall deliver copies of each prospectus (as amended or 
    supplemented) relating to the registration statement in accordance with 
    the provisions set forth in Rule 153 of the Securities Act.

         The Company shall cooperate with Holder to facilitate the timely 
    transfer of the stock certificates which evidence Registrable Securities 
    which have been sold pursuant to a registration statement, and, in 
    connection therewith, to issue new stock certificates to the transferees 
    thereof, which certificates shall not bear any restrictive legends and 
    which shall not be subject to any stop transfer order, other than as 
    required under applicable law.

         (d)  The Company shall notify Holder upon discovery that the 
    prospectus included in such registration statement, as then in effect, 
    includes an untrue statement of a material fact or omits to state any 
    material fact required to be stated therein or necessary to make the 
    statements therein not misleading, in the light of the circumstances 
    under which they were made, and at the request of Holder shall promptly 
    prepare and furnish to it a reasonable number of copies of a supplement 
    to or an amendment of such prospectus as may be necessary so that such 
    prospectus shall not include an untrue statement of a material fact or 
    omit to state a material fact required to be stated therein or necessary 
    to make the statements therein not misleading in light of the 
    circumstances under which they were made; provided that, after such 
    notification and until such supplement or amendment has been so 
    delivered, Holder will not deliver or otherwise use the original 
    prospectus.

         The Company shall promptly notify Holder of the threat of issuance 
    by the Commission of any stop order suspending the effectiveness of the 
    registration statement or the initiation of any proceedings for that 
    purpose, and shall make every reasonable effort to prevent the entry of 
    any order suspending the effectiveness of the registration statement. In 
    the event of the issuance of any stop order suspending the effectiveness 
    of the registration statement, or of any order suspending or preventing 
    the use of any related prospectus or suspending the qualification of any 
    Registrable Securities included in such registration statement for sale 
    in any jurisdiction, the Company shall use reasonable efforts to promptly 
    obtain the removal of such order. 

         Upon receipt of any notice from the Company of the happening of any 
    event of the kind described in this Section 14(d), Holder shall 
    discontinue disposition of shares of the Registrable Securities pursuant 
    to a registration hereunder until the receipt of copies of any 
    appropriate supplement or amendment to the prospectus or until the 
    withdrawal of the stop order, as appropriate.

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<PAGE>


    (e)   The Company shall cause to be furnished to Holder two conformed 
copies of such registration statement and of each amendment and supplement 
thereto (in each case including all exhibits) and such number of copies of 
the preliminary and final prospectuses and any other prospectus filed under 
Rule 424 as Holder may reasonably request in order to facilitate the sale of 
such Registrable Securities. Holder shall comply with all prospectus delivery 
requirements under the Securities Act. It shall be a condition to the 
Company's obligations to effect registration of such Registrable Securities 
that Holder provides the Company with all material facts including, without 
limitation, furnishing such certificates, questionnaires, and legal opinions 
as may be reasonably required by the Company concerning Registrable 
Securities to be registered which are reasonably required to be stated in the 
registration statement or in the prospectus or are otherwise required in 
connection with the offering.

    All expenses incurred by the Company or its affiliates in complying with 
this Section 13(e), including, without limitation, all registration and 
filing fees, printing expenses, and fees and disbursements of counsel for the 
Company and its affiliates, are herein called "Registration Expenses". All 
selling commissions applicable to the sales of Registrable Securities and all 
fees and disbursements of counsel for Holder are herein called "Selling 
Expenses".

    The Company will pay all Registration Expenses in connection with 
registration pursuant to this Section 13(e). All Selling Expenses in 
connection with such registration shall be borne by Holder.

    (f)   The Company agrees to indemnify and hold harmless (or if 
indemnification is held by a court of competent jurisdiction to be 
unavailable, to contribute to the amount paid or payable by) Holder holding 
Registrable Securities included as part of any registration statement filed 
pursuant to this Section 14(f) and each Person who participates as or may be 
deemed to be an underwriter in the offering or sale of such securities 
against any losses, claims, damages, or liabilities, joint and several (or 
actions in respect thereof), to which Holder may be subject under the 
Securities Act or any other statute or common law, insofar as such losses, 
claims, damages, or liabilities (or actions in respect thereof) arise out of 
or are based upon (i) any untrue statement (or alleged untrue statement) of 
any material fact contained in any registration statement under which such 
securities were registered under the Securities Act, or any amendment or 
supplement thereto, or any other document used to sell these securities, or 
(ii) any omission (or alleged omission) to state therein a material fact 
required to be stated therein or necessary to make any statement therein, in 
light of the circumstances under which it was made, not misleading, or (iii) 
any violation by the Company of the Securities Act or any Blue Sky law, or 
any rule or regulation promulgated under the Securities Act or any Blue Sky 
law, or any other law, applicable to the Company in connection with such 
registration, qualification, or compliance, and shall reimburse Holder for 
any legal or other expenses reasonably incurred by Holder in connection with 
defending such loss, claim, damage, liability, or action; provided, however, 
that the Company shall not be liable to any holder in such case to the extent 
that any such loss, claim, damage, or liability arises out of or is based 
upon (a) any untrue statement or omission made in such registration 
statement, or amendment or supplement thereto, or any document, in reliance 
upon and in conformity with the written information furnished to the Company 
by Holder expressly for use in the registration statement; or (b) any untrue 
statement or alleged untrue statement of a material fact contained in, or any 
omission or alleged omission of material fact from, a registration statement 
if (x) such registration statement had been later amended or supplemented in 
a manner that would correct the untrue statement or alleged untrue statement, 
omission or alleged omission, which is the basis of the loss, liability, 
claim, damage or expense for which indemnification is sought, (y) a copy of 
such amendment or supplement had been provided to Holder and had not been 
sent to or given to a purchaser at or prior to confirmation of sale to such 
purchaser and Holder shall have been under an obligation to

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<PAGE>

deliver such amendment or supplement, and (z) there would have been no such 
liability but for such failure to deliver such prospectus by Holder.

    In the event that Holder's Registrable Securities are included in a 
registration statement, Holder agrees to indemnify and hold harmless the 
Company, each of its directors, each of its officers who have signed such 
registration statement, and each person, if any, who controls the Company 
within the meaning of the Securities Act from and against, and will reimburse 
the Company and each such director, officer, and controlling person with 
respect to any and all losses, claims, damages or liabilities to which the 
Company or any such director, officer, or controlling person may become 
subject under the Securities Act or any other statute or common law, insofar 
as such losses, claims, damages or liabilities are caused by any untrue 
statement or alleged untrue statement of any material fact contained in any 
registration statement, any prospectus contained therein, or necessary to 
make the statement therein not misleading in each case to the extent, but 
only to the extent, that such untrue statement or alleged untrue statement or 
omission or alleged omission was so made in conformity with written 
information furnished by Holder for use in the preparation thereof.

    "Registrable Shares" means (i) the shares of Common Stock issued or 
issuable to the Holder upon exercise of the Warrant and (ii) any other shares 
of Common Stock issued in respect of such shares (because of stock splits, 
stock dividends, reclassifications, recapitalizations, or similar events); 
provided, however, that shares of Common Stock which are Registrable Shares 
shall cease to be Registrable Shares (i) when they have been sold, 
transferred or otherwise disposed of or exchanged pursuant to a registration 
statement under the Securities Act, (ii) when such shares are eligible for 
resale pursuant to Rule 144(k) (or its successor) under the Securities Act, 
or (iii) upon any sale, transfer, or other disposition in any manner to a 
person or entity which is not entitled to the rights provided by this 
Agreement.

    15. Notices. All notices, requests, consents and other communications 
hereunder shall be in writing and shall be deemed to have been duly made and 
sent when delivered, or mailed by registered or certified mail, return 
receipt requested or sent by a recognized overnight courier:

    (a) If to the Holder, to the address of the Holder as shown on the books 
  of the Company; or

    (b) If to the Company, to the address set forth in Section 1(b) hereof or 
  to such other address as the Company may designate by notice to the Holder.

    16. Successors. All the covenants and provisions of this Agreement shall 
be binding upon and inure to the benefit of the Company, the Holder and their 
respective successors and assigns hereunder.

    17. Termination. This Agreement shall terminate in its entirety at the 
close of business on the eighth anniversary of the closing of the IPO.

    18. Governing Law; Submission to Jurisdiction.

    (a) This Agreement and each Warrant Certificate issued hereunder shall be 
deemed to be a contract made under the laws of the State of New Jersey and 
for all purposes shall be construed in

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<PAGE>

accordance with the laws of said State without giving effect to the rules of 
said State governing the conflicts of laws.

         (b)  The Company and the Holder hereby agree that any action, 
proceeding or claim against it arising out of, or relating in any way to, 
this Agreement shall be brought and enforced in the courts of the State of 
New Jersey or of the United States of America for the [District Court located
in Newark, New Jersey] and irrevocably submits to such jurisdiction, which 
jurisdiction shall be exclusive. The Company and the Holder hereby irrevocably
waive any objection to such exclusive jurisdiction or inconvenient forum. Any
such process or summons to be served upon the Company and the Holder (at the
option of the party bringing such action, proceeding or claim) may be served by
transmitting a copy thereof, by registered or certified mail, return receipt
requested, postage prepaid, addressed to it at the address set forth in 
Section 1(b) hereof. Such mailing shall be deemed personal service and shall
be legal and binding upon the party so served in any action, proceeding or
claim.

          19. Entire Agreement; Modification. This Agreement contains the 
entire understanding between the parties hereto with respect to the subject 
matter hereof and may not be modified or amended except by a writing duly 
signed by the party against whom enforcement of the modification or 
amendment is sought.

          20. Severability. If any provision of this Agreement shall be held 
to be invalid or unenforceable, such invalidity or unenforceability shall not 
affect any other provision of this Agreement.

          21. Captions. The caption headings of the Sections of this 
Agreement are for convenience of reference only and are not intended, nor 
should they be construed as, a part of this Agreement and shall be given no 
substantive effect.

          22. Benefits of this Agreement. Nothing in this Agreement shall be 
construed to give to any person or corporation other than the Company or the 
Holder any legal or equitable right, remedy or claim under this Agreement.

          23. Counterparts. This Agreement may be executed in any number of 
counterparts and each of such counterparts shall for all purposes be deemed 
to be an original, and such counterparts shall together constitute but one 
and the same instrument. Photocopies or facsimiles of executed copies of this 
Agreement may be treated as originals.

          24. Enforcement. The parties agree that Holder shall be entitled to 
enforce specifically the terms and provisions of this Agreement, this being 
in addition to any other remedy to which Holder is entitled at law or at 
equity.

                          [signature page follows]

                                      11

<PAGE>

    IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be 
duly executed, as of the day and year first above written.

                              BASE TEN SYSTEMS, INC.



                               BY: /s/ Thomas E. Gardner
                                   --------------------------------------------
                                   Name:  Thomas E. Gardner
                                   Title: President and Chief Executive Officer



                               STRATEGIC TECHNOLOGY SYSTEMS, INC.



                               BY: /s/ Edward J. Klinsport
                                   --------------------------------------------
                                   Name:  Edward J. Klinsport
                                   Title: President and Chief Executive Officer

                                      12