EXHIBIT 24.1


                              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 October 31, 1997 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



                                       -----------------------------------------
                                       William F. Hackett



                                       /s/ Alexander M. Adelson
                                       -----------------------------------------
                                       Alexander M. Adelson



                                       /s/ Alan S. Poole
                                       -----------------------------------------
                                       Alan S. Poole



                                       /s/ David C. Batten
                                       -----------------------------------------
                                       David C. Batten


                                       /s/ William Sword
                                       -----------------------------------------
                                       William Sword