April 23, 1999


Stephen A. Cloughley
929 Gainsway Road
Yardley, PA  19067

Dear Stephen:

To confirm your previous conversation with Thomas Gardner, this is to advise you
of your termination of employment effective April 23, 1999.

You will receive  severance pay,  accrued  vacation,  and final pay representing
employment  through April 23, 1999. As mutually  agreed with Mr.  Gardner,  this
severance amount totals $60,000.  After  accounting for the $30,000  outstanding
personal  loan  that you have  with  the  company,  this  results  in a  $30,000
severance  payment.  Your  acceptance of the severance  payment is considered an
agreement not to accept  employment  either  directly or as a consultant  with a
direct  competitor of Base Ten  including  POMS and ProPack Data for a period of
two years.

Your health,  dental, and life insurance will remain in effect through April 30,
1999. Effective May 1, 1999 you will be eligible to continue your current health
and dental  coverage  through COBRA,  and you would be eligible for three months
medical coverage at no cost to you through the Aetna U.S.  Healthcare Safety Net
Program.  Jo Ann Fechter will answer any questions that you may have and explain
COBRA and 401(k) options to you during your exit interview.

Stephen,  we  appreciate  your  contributions  to the  company  over  this  past
five-year period. We expect to maintain a consulting relationship with you going
forward,  and estimate the need to use a minimum  fifty days of your time during
1999 at a daily rate to you of $1,200.00.

Very truly yours,

WILLIAM F. HACKETT
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William F. Hackett
Senior Vice President


STEPHEN A. CLOUGHLEY                                 April 23, 1999
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Accepted - Stephen A. Cloughley                      Date