CLASS A                  BASE TEN SYSTEMS, INC.                          CLASS A

       Proxy solicited on Behalf of the Board of Directors of the Company
             for the Annual Meeting of Shareholders on May 31, 2000

                  The undersigned hereby constitutes and appoints Robert Hurwitz
and William F.  Hackett,  and each of them,  true and lawful agents and proxies,
with full power of  substitution in each, to represent the undersigned and vote,
as  directed,  all shares of Class A Common Stock which the  undersigned  may be
entitled to vote,  at the Annual  Meeting of  Shareholders  of Base Ten Systems,
Inc. to be held at the Company's offices at One Electronics Drive,  Trenton, New
Jersey,  08619,  on  Wednesday,  May  31,  2000,  at  11:00  a.m.,  and  at  any
adjournments  or  postponements  thereof,  on all  matters  coming  before  said
meeting.

                  You are  encouraged  to specify  your  choice by  marking  the
appropriate boxes, SEE REVERSE SIDE, but you need not mark any boxes if you wish
to vote in accordance with the Board of Directors' recommendations.  Your shares
cannot be voted by the persons named above as proxies unless you sign and return
this card.

                  The  shares  represented  by this  Proxy  will be voted in the
manner directed and, if no  instructions to the contrary are indicated,  will be
voted FOR approval of the proposals set forth in the Notice of Annual Meeting of
Shareholders.

PLEASE MARK,  SIGN,  DATE AND PROMPTLY RETURN THIS PROXY CARD USING THE ENCLOSED
ENVELOPE.  YOU MAY REVOKE THIS PROXY AT ANY TIME BY  FORWARDING TO THE COMPANY A
SUBSEQUENTLY  DATED PROXY  RECEIVED BY THE COMPANY PRIOR TO THE TAKING OF A VOTE
ON THE MATTERS HEREIN.

                  (continued, and to be signed on reverse side)




       Please date, sign and mail your proxy card back as soon as possible
                         Annual Meeting of Shareholders


                             BASE TEN SYSTEMS, INC.

                                     Class A

             A |X| Please mark your votes as in this example.

The undersigned hereby  acknowledges  receipt of the Notice of Annual Meeting of
Shareholders and the Proxy Statement  furnished  herewith and hereby revokes any
proxy or proxies heretofore given.

THE  BOARD OF  DIRECTORS  OF THE  COMPANY  RECOMMENDS  VOTES  "FOR"  EACH OF THE
FOLLOWING:

                                       For              Withheld

  1. Election of Directors.
                                       |_|                |_|

  Nominees:  Stephen A. Cloughley
             William F. Hackett


 For, except vote withheld from the following nominee:

  -------------------------------------------


                                                     For   Against   Abstain

  2.  Approval of proposed increase in authorized
      Class A Common Stock from 12 million shares
      to 27 million shares.                          |_|     |_|       |_|

  3.  Approval of the amendment to the 1998 Stock
      Option and Stock Award Plan.                   |_|     |_|       |_|

  4.  Approval of the amendment to the 1998 Director
      Stock Option Plan                              |_|     |_|       |_|

Signature (Title, if any)_____________________________________
Date  _______________________________, 2000

Signature (if held jointly)____________________________________
Date  _______________________________, 2000

      NOTE:  Please print and sign your name exactly as it appears hereon.  When
      signing as attorney, agent, executor, administrator,  trustee, guardian or
      corporate officer, please give full title as such. Each joint owner should
      sign the Proxy.  If a  corporation,  please sign in full corporate name by
      president  or  authorized   officer.  If  a  partnership, please  sign  in
      partnership name by authorized person.