<PAGE>
                               EXHIBIT 10.21

                              MANATRON, INC.

                  EXECUTIVE INCENTIVE PLAN FOR FISCAL 1997


                                 ARTICLE I

                                DECLARATION

SECTION 1.     ESTABLISHMENT OF PLAN.  The Manatron, Inc. Executive
               Incentive Plan (the "Plan") is established by Manatron, Inc.
               (the "Company") for fiscal year 1997, and may be continued,
               intact or as amended, from year to year, at the Company's
               option. The Plan is an annual incentive, performance, and
               bonus compensation program for eligible employees of the
               Company.

SECTION 2.     OBJECTIVES.  The objectives of the Plan are to:

               (a)  Reward the outstanding performance of certain Executive
                    Employees who contribute significantly to the
                    achievement of the Company's annual objectives; and

               (b)  Facilitate the attraction and retention of superior
                    personnel required for continued innovation, growth,
                    and profitability.

SECTION 3.     EFFECTIVE DATES.  The effective date of the Plan is May 1,
               1996.  Each provision of the Plan applies until the
               effective date of an amendment of that provision.


                                ARTICLE II

                                DEFINITIONS


          The following terms shall have the definition stated, unless the
context requires a different meaning:

SECTION 1.     AFTER-TAX EARNINGS.  "After-Tax Earnings" shall mean the
               Company's after-tax corporate net income for the subject
               fiscal year as shown in the Company's annual audited
               financial statements for that fiscal year after all expenses
               and taxes, adjusted to remove amounts expended for payments
               made pursuant to this Plan and any other annual or long-term
               incentive compensation or bonus plans.


<PAGE>
SECTION 2.     AWARD.  "Award" means a contingent right to receive cash
               following the end of an Award Year.

SECTION 3.     AWARD YEAR.  "Award Year" means each fiscal year of the
               Company.

SECTION 4.     COMMITTEE.  "Committee" means the Compensation Committee of
               the Board of Directors of the Company which administers the
               Plan.

SECTION 5.     EXECUTIVE EMPLOYEE.  "Executive Employee" means a full-time
               senior employee of the Company or one of the Company's
               subsidiaries determined by the Committee to have the
               potential of a direct and significant impact on the
               performance of the Company or to make a substantial
               contribution to the success of the Company.

SECTION 6.     NET FREE ANNUAL CASH FLOW.  "Net Free Annual Cash Flow"
               means the Company's after-tax earnings plus non-cash
               expenses such as depreciation and amortization.
 
SECTION 7.     PARTICIPANT.  "Participant" means an Executive Employee
               determined by the Committee to be eligible for an Award for
               the Award Year.

SECTION 8.     PLAN.  "Plan" means the Manatron, Inc. Executive Incentive
               Plan for Fiscal 1997.


                                ARTICLE III

                               PARTICIPATION

SECTION 1.     DESIGNATION BY COMMITTEE.  An Executive Employee shall be a
               Participant in the Plan for an Award Year when designated as
               a Participant for that Award Year by the Committee.
               Executive Employees selected by the Committee for
               participation for the Award Year shall be notified in
               writing and provided with a copy of this Plan or with a
               written summary and explanation of the Plan.

SECTION 2.     PARTICIPATION LIMITED TO ONE YEAR.  Designation as a
               Participant in the Plan for an Award Year is limited to that
               Award Year.  Each Participant must be designated as a
               Participant by the Committee for each Award Year to be
               eligible to participate in the Plan for that Award Year.




                                     -2-
<PAGE>
                                ARTICLE IV

                              ADMINISTRATION

SECTION 1.     AUTHORITY OF COMMITTEE.  The Plan will be administered by
               the Committee and (except with respect to his own Award) the
               Chief Executive Officer of the Company. If deemed by the
               Committee to be necessary, the Committee will adopt rules,
               policies, and forms for the administration, interpretation,
               and implementation of the Plan.

SECTION 2.     DETERMINATION OF AWARD AMOUNTS.  As described below, a
               portion of Net Free Annual Cash Flow component of the Award
               for each Participant (other than the Chief Executive
               Officer, which shall be determined by the Committee) shall
               be determined by the Chief Executive Officer in his sole
               discretion.  All decisions, determinations, and
               interpretations of the Chief Executive Officer and the
               Committee will be final and binding on all Participants.  No
               member of the Committee shall be eligible to receive Awards 
               pursuant to the Plan.

SECTION 3.     LIMITATION ON LIABILITY.  Neither the Chief Executive
               Officer, any member of the Committee, nor any member of the
               Board of Directors shall be liable for any act or omission
               in connection with the performance of his or her duties or
               the exercise of his or her discretion related to any act or
               omission concerning the operation and administration of the
               Plan.


                                 ARTICLE V

                                  AWARDS

SECTION 1.     DETERMINATION OF PARTICIPANT'S AWARD POTENTIAL.  Unless
               modified by the Committee or the Chief Executive Officer,
               each Participant's award potential, as determined by the
               Committee for each Award Year, shall consist of the
               following:

                    (a)  PERSONAL RANGE.  The Participant's maximum
               potential Award pursuant to this Plan shall be fifty percent
               (50%) of the base salary paid to the Participant during the
               Award Year.





                                     -3-
<PAGE>
                    (b)  COMPANY PERFORMANCE.  The range of financial
               performance by the Company which will be considered in
               determining Awards and the target financial performance
               objective shall be established for the Award Year. 
               Financial performance shall be measured by two variables, as
               follows: 

                         (i)  AFTER-TAX EARNINGS. Fifty percent (50%) of
                    the maximum potential Award for any Participant shall
                    be based upon the Company's after-tax corporate
                    earnings for the Award Year. The After-Tax Earnings
                    component of an Award for an Award Year will be
                    distributed to Participants pro-rata based on each
                    Participant's base salary for the Award Year. No Award
                    will consist of an amount based on the Company's After-
                    Tax Earnings unless the Company's After-Tax Earnings
                    for the Award Year are at a minimum threshold of One
                    Hundred Thousand Dollars ($100,000) for the year, and
                    Twenty-Five percent (25%) of the Company's After-Tax
                    Earnings for the Award Year in excess of the minimum
                    threshold shall be available for award to Participants
                    pursuant to the Plan.

                         (ii) NET FREE ANNUAL CASH FLOW.  The remaining
                    fifty percent (50%) of the maximum potential Award for
                    any Participant shall be based upon the Company's Net
                    Free Annual Cash Flow.  Fifteen percent (15%) of the
                    Company's Net Free Annual Cash Flow in excess of One
                    Million Dollars ($1,000,000) per year shall be
                    available for award to Participants pursuant to the
                    Plan. 

                         The amount of a Participant's Award based on the
                    Company's Net Free Annual Cash Flow will be determined
                    as follows: (1) eighty percent (80%) of the Net Free
                    Annual Cash Flow component will be distributed to a
                    Participant pro-rata based on each Participant's base
                    salary for the Award Year; and (2) the remaining twenty
                    percent (20%) of the Net Free Annual Cash Flow
                    component can be distributed to a Participant based on
                    performance objectives, criteria, and/or ratings for
                    individual Participants as established in the sole
                    discretion of the Chief Executive Officer.

                         Under no circumstance shall the pro rata salary
                    component of the Net Free Annual Cash flow component of
                    an Award for an Award Year exceed Twenty percent (20%)
                    of a Participant's annual base salary, or the


                                     -4-
<PAGE>
                    performance objective discretionary portion exceed Five
                    percent (5%), and under no circumstances shall the Net
                    Free Annual Cash Flow total component of an Award for
                    an Award Year exceed twenty-five percent (25%) of a
                    Participant's annual base salary.


                                ARTICLE VI

                   INDIVIDUAL ASSESSMENT AND ADJUSTMENT

SECTION 1.     PARTICIPANT'S AWARD.  The basis for Awards for any Award
               Year will be achievement of financial performance thresholds
               and performance objectives and criteria as determined in the
               sole discretion of the Chief Executive Officer.  If the
               financial thresholds are met for the Award Year, the Chief
               Executive Officer will calculate and determine the amount of
               the Award for each Participant based upon the extent to
               which the Company's financial performance and individual
               performance objectives and criteria (as determined by the
               Chief Executive Officer) were achieved for the Award Year.

SECTION 2.     PARTIAL AWARD.  In the event an Executive Employee
               participates in the Plan for only part of an Award Year, the
               Award may be adjusted pro-rata based on the amount of time
               for which the Executive Employee was a Participant in the
               Plan.


                                ARTICLE VII

                             PAYMENT OF AWARDS

          Subject to Article VIII, each Award, as finally determined for
the Award Year, shall be paid to the Participant in cash as soon as
administratively feasible following final determination and approval.


                               ARTICLE VIII

                         TERMINATION OF EMPLOYMENT

SECTION 1.     RETIREMENT, DEATH, DISABILITY, OR OTHER TERMINATION.   In
               the event of a Participant's death, disability, normal
               retirement, or termination of employment (unless Section 2
               of this Article applies) during an Award Year, payment of
               the Award earned for that year will be pro-rated.  In the
               event of death, payment shall be made to the Participant's


                                     -5-
<PAGE>
               designated beneficiary, or if there is no designated
               beneficiary, payment shall be made to the Participant's
               estate.

SECTION 2.     FORFEITURE.  In the event that a Participant is terminated
               for "cause," the Participant's entitlement to any Award,
               including any Award for a prior Award Year that has not been
               paid, shall be forfeited and the Award shall be canceled. 
               For purposes of this Plan, termination shall be considered
               to be for "cause" if based upon (i) Participant's conviction
               of a crime involving moral turpitude or embezzlement; (ii)
               Participant's willful activities in competition with
               Employer or in aid of its competitors; (iii) the willful and
               continued failure to substantially perform Participant's
               duties with Employer under this Agreement (other than any
               other such failure resulting from Disability), after a
               written demand for substantial performance is delivered to
               Participant that specifically identifies the manner in which
               Employer believes Participant has willfully failed to
               substantially perform his duties, and after Participant has
               failed to resume substantial performance of his duties on a
               continuous basis within fourteen (14) calendar days of
               receiving such demand; or (iv) Participant willfully
               engaging in conduct which is demonstrably and materially
               injurious to Employer, monetarily or otherwise.  For
               purposes of (ii), (iii) and (iv) above, no act, or failure
               to act, on Participant's part shall be deemed "willful"
               unless done, or omitted to be done, by the Participant not
               in good faith and without reasonable belief that the action
               or omission was in the best interest of Employer.


                                ARTICLE IX

                            GENERAL PROVISIONS

SECTION 1.     NO RIGHT TO PARTICIPATE.  Nothing in this Plan will be
               deemed to give a Participant or a Participant's legal
               representative or any other person or entity claiming under
               or through a Participant a contract or right to participate
               in the benefits of the Plan.  The selection of an individual
               as an Executive Employee and as a Participant, as well as
               determination of the amount of any Award or any other
               determination relating to the Plan, shall be final and
               binding on all parties to this Plan.

SECTION 2.     NO EMPLOYMENT RIGHT.  Participation in this Plan shall not
               be construed as constituting a commitment, guarantee,


                                     -6-
<PAGE>
               agreement, or understanding of any kind that the Company
               will continue to employ any Executive Employee or
               Participant, and this Plan shall not be construed as any
               type of employment contract or obligation between the
               Company and an Executive Employee or Participant.

SECTION 3.     NONTRANSFERABILITY.  Neither a Participant nor any
               beneficiary of the Participant shall have any right to
               assign, transfer, attach, or hypothecate any Award,
               potential Award, or right to future payment of any Award or
               other benefit under this Plan.  Payment of any amount due or
               to become due under this Plan shall not be subject to the
               claims of creditors of the Participant or to execution by
               attachment or garnishment or by any other legal or equitable
               proceeding.

SECTION 4.     WITHHOLDING.  The Company shall have the right to deduct
               from any payment made under this Plan all amounts required
               by federal, state, or local tax laws to be withheld and
               shall apply to any payment made under this Plan all
               applicable payroll taxes and assessments.

SECTION 5.     CHANGE IN CAPITALIZATION.  In the event of a reorganization,
               merger, consolidation, or other transaction in which the
               Company is not the surviving corporation, or upon the sale
               of substantially all of the property and assets of the
               Company or upon the dissolution or liquidation of the
               Company, this Plan will terminate on the effective date of
               such transaction.  Participants shall be entitled to prompt
               payment of pro-rated Awards for the Award Year during which
               the event occurs unless this Plan continues in whole or in
               part or a successor plan is substituted.

          IN WITNESS WHEREOF, this instrument is executed as an act of the
Company effective as of May 1, 1996.

                                   MANATRON, INC.


                                   By _____________________________________
                                      Paul R. Sylvester
                                      President, Chief Executive Officer,
                                      and Chief Financial Officer


                                   By _____________________________________
                                      Gene Bledsoe, Member, Compensation
                                      Committee


                                     -7-
<PAGE>
                                   By _____________________________________
                                      Harry C. Vorys, Member,
                                      Compensation Committee


                                   By _____________________________________
                                      Stephen C. Waterbury, Member
                                      Compensation Committee










































                                     -8-