CERTIFICATE OF AMENDMENT OF
                         CERTIFICATE OF INCORPORATION OF
                             BASE TEN SYSTEMS, INC.

                  Base Ten Systems, Inc., a New Jersey corporation, to amend its
Certificate of  Incorporation  in accordance with Section  14A:9-2(4) of the New
Jersey Business Corporation Act, hereby certifies:

         FIRST:   The name of the corporation is Base Ten Systems, Inc.

         SECOND:  Article  6(a)  of  the  Certificate  of  Incorporation  of the
corporation is amended to read in its entirety, as follows:

         (a) This  corporation is authorized to issue three classes of shares of
         stock  to be  designated  "Class  A  Common,"  "Class  B  Common,"  and
         "Preferred."  The  total  number of shares  that  this  corporation  is
         authorized to issue is  62,997,800.9375  and the aggregate par value of
         all such shares is $62,997,800.9375.  Sixty million of the shares shall
         be Class A Common  shares of a par value of $1.00 each.  Two million of
         the shares shall be Class B Common shares of a par value of $1.00 each.
         997,800.9375 of the shares shall be Preferred  shares of a par value of
         $1.00 each.

         THIRD: The amendment to the Certificate of  Incorporation  set forth in
Paragraph  SECOND of this  Certificate  was adopted by the  shareholders  of the
corporation on November 10, 1998.

         FOURTH:  The  designation  and number of shares of each class or series
entitled to vote on the amendment to the Certificate of Incorporation  set forth
in Paragraph SECOND of this Certificate is as follows:




     Class or Series                                         Number of Shares
                                                      
     Class A Common Stock                                        10,477,221

     Class B Common Stock                                            77,236

     Series A Preferred Stock                                 18,177.734375



         FIFTH:  The number of shares of each class or series voting together as
a group  (each  share of Class A Common  Stock and each  share of Class B Common
Stock having one vote per share;  each share of Series A Preferred  Stock having
one vote per share,  calculated as if all shares of Series A Preferred Stock had
been converted  into shares of Class A Common Stock on the record date,  subject
to limitations applicable to certain holders) voted for or against the amendment
to Article  6(a) of the  Certificate  of  Incorporation  set forth in  Paragraph
SECOND of this Certificate is as follows:




                                               For                                Against
  Class or Series                    Shares            Votes              Shares            Votes
  ------------------                ---------        ---------            ------            ------
                                                                                      

Class A Common Stock                9,723,254        9,723,254              286,494         286,494

Class B Common Stock                   54,096           54,096                1,883           1,883

Series A Preferred Stock                  527           84,320                    0               0



         SIXTH:  This  Certificate  of  Amendment  shall become  effective  upon
filing.



         IN  WITNESS  WHEREOF,  Base  Ten  Systems,  Inc.  has  caused  its duly
authorized  officer to execute  this  Certificate  on this 18th day of November,
1998.


                                              BASE TEN SYSTEMS, INC.


                                              THOMAS E. GARDNER
                                         By:_______________________________
                                            Thomas E. Gardner, President and
                                              Chief Executive Officer