EXHIBIT 24


                                Power of Attorney


KNOWN ALL MEN BY THESE PRESENTS that each  individual  whose  signature  appears
below  constitutes  and appoints  Thomas E. Gardner and William F. Hackett,  and
each of them, his true and lawful  attorneys-in-fact  and agents with full power
of  substitution,  for him  and in his  name,  place  and  stead  in any and all
capacities, to sign the Annual Report on Form 10-K of Base Ten Systems, Inc. for
the fiscal year ended December 31, 1998 and any amendments thereto,  and to file
same, with all exhibits thereto, and all documents in connection therewith, with
the Securities and Exchange  Commission,  pursuant to Section 13 or 15(d) of the
Securities   Exchange   Act  of   1934,   as   amended,   granting   unto   said
attorneys-in-fact  and agents,  and each of them, full power and authority to do
and perform each and every act and thing  requisite  and necessary to be done to
comply with the provisions of the  Securities Act of 1934, and all  requirements
of the Securities and Exchange  Commission,  hereby ratifying and confirming all
that  said  attorneys-in-fact  and  agents  or  any of  them,  or  their  or his
substitutes, may lawfully do or cause to be done by virtue thereof.


                                  THOMAS E. GARDNER
                                  ------------------------------
                                  Thomas E. Gardner

                                  WILLIAM F. HACKETT
                                  ------------------------------
                                  William F. Hackett


                                  ALEXANDER M. ADELSON
                                  ------------------------------
                                  Alexander M. Adelson

                                  
                                  ------------------------------
                                  David C. Batten


                                  ALAN S. POOLE 
                                  ------------------------------
                                  Alan S. Poole


                                  CARL W. SCHAFER
                                  ------------------------------
                                  Carl W. Schafer


                                  WILLIAM SWORD
                                  ------------------------------
                                  William Sword