CLASS B                       BASE TEN SYSTEMS, INC.                     CLASS B

             Proxy solicited on Behalf of the Board of Directors of
               the Company for the Annual Meeting of Shareholders
                                 on May 18, 1999

         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 B 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 Tuesday,  May 18, 1999, at 4:00 p.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 B

             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:  John C. Rhineberger
            Robert Hurwitz


For, except vote withheld from the following nominee:

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


                                                  For   Against   Abstain
  2.  Approval of the amendment to the
       1998 Stock Option and Stock Award Plan.   |_|      |_|       |_|


Signature (Title, if any)_____________________________________
Date  _______________________________, 1999

Signature (if held jointly)____________________________________
Date  _______________________________, 1999

      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.