PRELIMINARY COPY


       CLASS A             BASE TEN SYSTEMS, INC.                CLASS A

       Proxy solicited on Behalf of the Board of Directors of the Company
           for the Special Meeting of Shareholders on October 23, 1998

                  The  undersigned  hereby  constitutes  and appoints  Thomas E.
Gardner 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 Special  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 Friday,  October 23, 1998, at 9:00 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 Special  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
                         Special 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 Special 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:


1.  Approval of an amendment to the Certificate of Incorporation to increase the
    authorized Class A Common Stock from 40 million to 60 million.

                      FOR     AGAINST    ABSTAIN         
                                   
                                   
                      |_|       |_|        |_|           

                                                                                

2.  Approval of the sale and issuance of  Series B, Convertible Preferred Stock.

                      FOR     AGAINST    ABSTAIN         
                                   
                                   
                      |_|       |_|        |_|           


                                                                                
3.  Approval of the  issuance of Class A Common Stock  Purchase  Warrants to 
    Series A Preferred Stock holders  receiving Series B, Convertible  Preferred
    Stock.

                      FOR     AGAINST    ABSTAIN         
                                   
                                   
                      |_|       |_|        |_|           


                                                                                
4.  Approval  of  the   modification  of  the  outstanding   9.01%   Convertible
    Subordinated Debenture. 

                      FOR     AGAINST    ABSTAIN         
                                   
                                   
                      |_|       |_|        |_|           

                                                                                
5.  Approval  of the sale and  issuance  of up to  6,666,666  shares  of Class A
    Common Stock and up to 1,000,000 Warrants to purchase Class A Common Stock.

                      FOR     AGAINST    ABSTAIN         
                                   
                                   
                      |_|       |_|        |_|           

6.  Approval of the amendment to the 1998 Directors'  Stock Option Plan.

                      FOR     AGAINST    ABSTAIN         
                                   
                                   
                      |_|       |_|        |_|           


7.  Approval of the amendment to the 1998 Stock Option and Stock Award Plan.


                      FOR     AGAINST    ABSTAIN         
                                   
                                   
                      |_|       |_|        |_|           


Signature (Title, if any)____________________________________ Date _______, 1998
Signature (if held jointly)__________________________________ Date________, 1998

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.