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NATIONAL INFORMATION CONSORTIUM, INC.




KEY
EMPLOYEE AGREEMENT

for

Richard L. Brown



     THIS
EMPLOYMENT AGREEMENT (“Agreement”) is entered into as of the 1st day of March,
1999, by and between Richard L. Brown (“Executive”) and NATIONAL INFORMATION
CONSORTIUM, INC. a Delaware corporation (the “Company”).



     WHEREAS,
the Company desires to employ Executive to provide personal services to the  Company and
to the Company’s subsidiaries, and wishes to provide Executive  with certain
compensation and benefits in return for his services; and



     WHEREAS,
Executive wishes to be employed by the Company and provide personal services to  the
Company in return for certain compensation and benefits;



     NOW,
THEREFORE, the parties hereto agree as follows:




	1.	EMPLOYMENT
BY THE COMPANY.







	 	     1.1
Subject to terms set forth herein, the Company or a subsidiary of the Company,  agrees to
employ Executive in the position of President and Executive hereby  accepts such
employment effective as of the date first written above. During the  term of his
employment with the Company, Executive will devote his best efforts  and substantially
all of his business time and attention (except for vacation  periods and reasonable
periods of illness or other incapacity’s permitted  by the Company’s general
employment policies) to the business of the  Company.







	 	     1.2
Executive will serve in an executive capacity and shall perform such duties as  are
customarily associated with his then current title, consistent with the  Bylaws of the
Company and as required by the Company’s Board of Directors  (the “Board”).







	 	     1.3
The employment relationship between the parties shall also be governed by the  general
employment policies and practices of the Company, including those  relating to protection
of confidential information and assignment of inventions,  except that when the terms of
this Agreement differ from or are in conflict with  the Company’s general employment
policies or practices, this Agreement  shall control.








	2.	COMPENSATION







	 	     2.1
Salary. Executive shall receive for services to be rendered hereunder an
annualized base salary of $85,000.00, payable in equal installments (prorated  for
portions of a pay period) on the Company’s regular pay days and the  Company will
withhold from such compensation all applicable federal and state  income, social security
and disability and other taxes as required by applicable  laws. 







	 	     2.2
Standard Company Benefits. Executive shall be entitled to all rights and  benefits
for which he is eligible under the terms and conditions of the standard Company
















	 	benefits
and compensation practices which may be in effect from time to  time and provided by the
Company to its employees generally.








	3.	PROPRIETARY
INFORMATION OBLIGATIONS







	 	     3.1
Agreement. Executive agrees to execute and abide by the Proprietary  Information
and Inventions Agreement attached hereto as Exhibit A (the  “Proprietary Information
Agreement”).








	4.	TERMINATION
OF EMPLOYMENT







	 	     4.1
Termination Without Cause.







	 	     (a)
The Company shall have the right to terminate Executive’s employment with  the
Company at any time without cause.







	 	     (b)
In the event Executive’s employment is terminated without cause before  March 1,
2002, the Company shall pay Executive one year’s base compensation  in a single lump
sum distribution on the first regular Company pay period after  said termination;
provided, however, if Executive is terminated without cause  during the final twelve
months of his Employment Agreement, he shall only be  entitled to the equivalent of his
base compensation in a single lump sum  distribution on the first regular Company pay
period after said termination for  the remaining number of months until expiration of
Employment Agreement,







	 	     (c)
In the event Executive’s employment is terminated without cause on or after  March
1, 2002, he will not be entitled to severance pay, pay in lieu of notice  or any other
such compensation, except as provided in the Company’s  Severance Benefit Plan, if
any, in effect on the termination date.







	 	     4.2
Termination for Cause.







	 	     (a)
The Company shall have the right to terminate Executive’s employment with  the
Company at any time for cause. Written notification of termination and  specific cause of
termination shall be provided to the Executive at the time of  termination.







	 	     (b)
“Cause” for termination shall mean: (a) indictment or conviction of  any felony
or of any crime involving dishonesty; (b) willful participation in  any fraud against the
Company; (c) willful breach of Executive’s duties to  the Company, including
persistent unsatisfactory performance of job duties; (d)  intentional damage to any
property of the Company; or (e) conduct by Executive  which in the good faith and
reasonable determination of the Board demonstrates  gross unfitness to serve.







	 	     (c)
In the event the Executive is notified in writing that his employment is to be
terminated for cause, the Executive shall be given thirty days from date of  notification
to cure the specific cause(s) set forth in the notification.









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	 	     (d)
In the event Executive’s employment is terminated at any time with cause,  the
executive will not be entitled to severance pay, pay in lieu of notice or  any other such
compensation; provided, however, Executive is entitled and shall  receive all
compensation earned prior to and including the date of termination.







	 	     4.3
Voluntary or Mutual Termination. 







	 	     (a)
Executive may voluntarily terminate his employment in writing with the Company  at any
time, after which no further compensation will be paid to Executive.







	 	     (b)
In the event Executive voluntarily terminates his employment, he will not be  entitled to
severance pay, pay in lieu of notice or any other such compensation;  provided, however,
Executive is entitled and shall receive all compensation  earned prior to and including
the date of termination.








	5.	NON-INTERFERENCE;
NON-COMPETITION. 







	 	     (a)
While employed by the Company, and for three (3) years immediately following the
Termination Date, Executive agrees not to interfere with the business of the  Company by:







	 	     (i)
soliciting, attempting to solicit, inducing, or otherwise causing any employee
of the Company to terminate his or her employment in order to become an
employee, consultant or independent contractor to or for any competitor of the
Company; or







	 	     (ii)
directly or indirectly soliciting the business of any customer of the Company  which at
the time of termination or one year immediately prior thereto was  listed on the Company’s
customer list.







	 	     (b)
Executive agrees to execute and abide by the Non-Competition Agreement attached  hereto
as Exhibit B.








	6.	GENERAL
PROVISION. 







	 	     6.1
Notices. Any notices provided hereunder must be in writing and shall be  deemed
effective upon the earlier of personal delivery (including personal  delivery by telex)
or the third day after mailing by first class mail, to the  Company at its primary office
location and to Executive at his address as listed  on the Company payroll.







	 	     6.2
Severability. Whenever possible, each provision of this Agreement will be
interpreted in such manner as to be effective and valid under applicable law,  but if any
provision of this Agreement is held to be invalid, illegal or  unenforceable in any
respect under any applicable law or rule in any  jurisdiction, such invalidity,
illegality or unenforceability will not affect  any other provision or any other
jurisdiction, but this Agreement will be  reformed, construed and enforced in such
jurisdiction as if such invalid,  illegal or unenforceable provisions had never been
contained herein.









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	 	     6.3
Waiver. If either party should waive any breach of any provisions of this
Agreement, he or it shall not thereby be deemed to have waived any preceding or
succeeding breach of the same or any other provision of this Agreement.







	 	     6.4
Complete Agreement. This Agreement and its Exhibits, constitute the  entire
agreement between Executive and the Company and it is the complete,  final, and exclusive
embodiment of their agreement with regard to the material  terms of executive employment,
compensation, and duration. It is entered into  without reliance on any promise or
representation other than those expressly  contained herein, and it cannot be modified or
amended except in a writing  signed by Executive and an officer of the Company.







	 	     6.5
Counterparts. This Agreement may be executed in separate counterparts,  any one of
which need not contain signatures of more than one party, but all of  which taken
together will constitute one and the same Agreement.







	 	     6.6
Headings. The headings of the sections hereof are inserted for  convenience only
and shall not be deemed to constitute a part hereof nor to  affect the meaning thereof.







	 	     6.7
Successors and Assigns. This Agreement is intended to bind and inure to  the
benefit of and be enforceable by Executive and the Company, and their  respective
successors, assigns, heirs, executors and administrators, except that  Executive may not
assign any of his duties hereunder and he may not assign any  of his rights hereunder
without the written consent of the Company, which shall  not be withheld unreasonably.







	 	     6.8
Attorney Fees. If either party hereto brings any action to enforce his or  its
rights hereunder, the prevailing party in any such action shall be entitled  to recover
his or its reasonable attorneys’ fees and costs incurred in  connection with such
action.







	 	     6.9
Choice of Law. All questions concerning the construction, validity and
interpretation of this Agreement will be governed by the law of the State of  Kansas.







     IN
WITNESS WHEREOF, the parties have executed this Key Employee Agreement on the  day and
year first above written.



	 	NATIONAL
INFORMATION CONSORTIUM, INC.:
 

By:/s/Sam Somerhalder

Name: Sam Somerhalder

Title: Exec. V.P.
 


EXECUTIVE:
 

By: /s/Richard L. Brown

Name: Richard L. Brown









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