Exhibit 10.13




                         NATIONAL COMPUTER SYSTEMS, INC.
                         1997 LONG-TERM INCENTIVE PLAN


                  1.       Objectives of the Plan.

                  This Plan shall be known as the  "National  Computer  Systems,
Inc. 1997 Long-Term Incentive Plan (the "Plan").  The objectives of the Plan are
to promote  the  interests  of  National  Computer  Systems,  Inc.,  a Minnesota
corporation  (the  "Company"),  by enhancing its ability to attract,  retain and
motivate key employees, including salaried officers and directors, and including
salaried officers and directors of any of the Company's subsidiary  corporations
("Affiliates"),  to provide  incentives  for such  employees  to remain with the
Company  of its  Affiliates  and  to  increase  their  identification  with  the
interests of the Company's  shareholders  and to afford them an  opportunity  to
acquire a  proprietary  interest  in the Company  through the  granting of stock
options,  conditional  cash  bonuses and  restricted  stock  awards as long term
incentives based on the financial success of the Company.

                  2.       Administration of the Plan.

                  (a)  The  Plan  shall  be  administered  by  the  Compensation
Committee  (the  "Committee")  of the Board of  Directors  of the  Company.  The
Committee  shall be comprised of not less than such number of directors as shall
be required to permit the Plan to qualify under Section 16b-3 ("Section  16b-3")
under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Each
member of the Committee shall be a  "disinterested  persons" with respect to the
Plan  within the  meaning of Section  l6b-3 and shall be an  "outside  director"
within the meaning of section  162(m) of the Internal  Revenue Code of 1986,  as
amended (the  "Code").  The members of the  Committee  shall be appointed by and
serve at the pleasure of the Board of Directors.

                  (b)  Subject  to  the  other  provisions  of the  Plan  and to
applicable  law,  the  Committee  shall  have full power and  authority,  in its
discretion: (i) to construe and interpret the Plan and all options,  conditional
cash bonuses and restricted  stock awards granted under the Plan  (collectively,
"Awards");  (ii) to determine  the persons to whom Awards shall be granted,  the
time or times at which such Awards  shall be  granted,  the number of shares and
the amount of cash to be subject  to each  Award and the terms,  conditions  and
restrictions  under  which each Award is  granted;  (iii) to  determine  whether
options  granted under the Plan are incentive  stock options  ("Incentive  Stock
Options") within the meaning of section 422 of the Code, or options which do not
qualify as Incentive  Stock Options;  (iv) to determine the terms of exercise of
each option and to accelerate the time at which all or any part of an option may
be exercised,  (v) to amend or modify the terms of any Award with the consent of
the persons receiving the Award, (vi) to prescribe,  amend and rescind rules and
regulations  relating to the  administration of the Plan, (vii) to determine the
terms and provisions of each agreement evidencing an Award under the Plan (which
agreements need not be identical),  and (viii) to make all other  determinations
necessary  or  advisable  for the  administration  of the Plan,  subject  to the
exclusive  authority  of the Board of  Directors  under  section  13 to amend or
terminate the Plan.  The  Committee's  determinations  on the foregoing  matters
shall be final and conclusive.

                  (c) The  granting  of an Award  pursuant  to the Plan shall be
effective  only if a  written  agreement  shall  have  been  duly  executed  and
delivered by and on behalf of the Company and the employee to whom such right is
granted.

                  (d)  The  Committee  may  delegate  the   responsibility   for
implementing  the decisions made by the Committee  under the Plan to one or more
officers  of the  Company or any  Affiliate  or a  committee  of such  officers,
subject to such terms, conditions and limitations as the Committee may establish
in its sole discretion; provided, however, that the Committee shall not delegate
any  responsibilities  or  duties  under the Plan with  regard  to  officers  or
directors of the Company or any  Affiliate  who are subject to Section 16 of the
Exchange Act.

                  (e) Each member of the Committee and each officer and employee
of the  Company  shall  be  fully  justified  in  relying  or  acting  upon  any
information  furnished in connection with the  administration of the Plan by any
other person or persons.  In no event shall any person who is or shall have been
a member of the  Committee or an officer or employee of the  Company,  be liable
for any determination  made or other action taken or omission to act in reliance
upon any  such  information  or for any  action  (including  the  furnishing  of
information) taken or any failure to act, if in good faith.

                  3.       Participants.

                  Awards  may be  granted  under  the  Plan to such  key full or
part-time employees (which term as used herein includes,  but is not limited to,
officers and directors who are also employees) of the Company and of its present
and future Affiliates as shall be determined by the Committee from time to time.
In  determining  the persons to whom  Awards  shall be granted and the number of
shares  subject to any Award,  the Committee may take into account the nature of
services  rendered by the proposed grantee,  the proposed  grantee's present and
potential  contributions to the success of the Company and such other factors as
the  Committee  in its  discretion  shall deem  relevant.  A person who has been
granted an Award under the Plan may be granted  additional Awards under the Plan
if the Committee shall so determine;  provided,  however, that to the extent the
aggregate fair market value (determined at the time an Incentive Stock Option is
granted)  of the stock with  respect to which all  Incentive  Stock  Options are
exercisable  for the first time by optionee  during any calendar year (under all
plans  described  in section 422 of the Code of the Company and its  Affiliates)
exceeds $100,000,  such options shall be treated as options which do not qualify
as Incentive Stock Options.  No person may be granted options under the Plan for
more than 100,000 shares in the aggregate in any calendar year.

                  4.       Shares Subject to the Plan .

                  The  shares of stock to be  subject  to Awards  under the Plan
shall be shares of the Company's  authorized  common stock, $.03 par value. Such
shares may be either  authorized but unissued shares.  Subject to the adjustment
as provided  in section 5, the  maximum  number of shares that may be subject to
Awards under the Plan shall be 300,000.  If an Award under the Plan expires,  or
for any reason is terminated  or  unexercised  with respect to any shares,  such
shares shall again be available for Awards thereafter granted during the term of
the Plan.

                  5.       Adjustments .

                  If any  change  occurs in the shares of the  Company's  common
stock through merger,  consolidation,  reorganization,  recapitalization,  stock
dividend (of  whatever  amount),  stock split or other  change in the  Company's
corporate structure,  appropriate adjustments in the Plan and outstanding Awards
shall be made by the  Committee.  In the event of any such changes,  adjustments
shall  include,  where  appropriate,  changes in the aggregate  number of shares
subject to the Plan,  the  number of shares  and the price per share  subject to
outstanding  Awards in order to prevent dilution or enlargement of the rights of
the grantees under such Awards.

                  6.       Term .

                  (a) The Plan was approved by the Company's  Board of Directors
on March 3, 1997, and shall be effective as of such date, subject to approval by
the shareholders of the Company within twelve (12) months thereafter.

                  (b)  Unless  the Plan has been  discontinued  as  provided  in
section  13,  the Plan shall  terminate  on January  31,  2007.  No Award may be
granted after such  termination,  but termination of the Plan shall not, without
the  consent  of the  grantee  of any  Award,  alter or  impair  any  rights  or
obligations under any Award theretofore granted. Subject to the foregoing,  each
Award  and all  rights  and  obligations  thereunder  shall  expire  on the date
determined by the Committee and specified in the Award agreement.  The Committee
shall be under no duty to provide  terms of like  duration  for  Awards  granted
under the Plan,  but the term of an  Incentive  Stock Option may not extend more
than ten (10) years from the date of  granting of such  option,  and the term of
any option  granted under the Plan which does not qualify as an Incentive  Stock
Options may not extend more than fifteen (15) years from the date of granting of
such option.

                  7.       General Terms and Conditions of Awards .

                  Awards  granted  hereunder  shall be  evidenced  by a  written
notice from the Company to the grantee  evidencing the granting of the Award, or
shall be evidenced by an agreement in such form as the Committee shall from time
to time require. Such notice or agreement shall refer to the Plan and shall make
acceptance of the Award by a grantee subject to the provisions of the Plan.

                  8.       Terms and  Conditions of  Options  Granted under the 
Plan .

                  (a) Each agreement evidencing an option granted under the Plan
shall state the number of shares to which it pertains.

                  (b) The option price for all Incentive  Stock Options  granted
under the Plan shall be  determined  by the Committee but shall not be less than
100% of the fair market  value of shares of the  Company's  common  stock at the
date of granting of such option.  The option price for options granted under the
Plan which do not qualify as Incentive Stock Options shall also be determined by
the  Committee.  For  purposes  of this  section 8 and for all  other  valuation
purposes  under the Plan,  the fair market value of the  Company's  common stock
shall be as reasonably  determined by the Committee,  but shall not be less than
(i) the average of the opening and closing prices of such shares of stock on the
date as of which fair market value is being determined,  if the Company's common
stock is then traded on a national securities  exchange,  or (ii) the "last sale
price" of the  Company's  common stock on the date as of which fair market value
is being determined,  if the Company's common stock is then quoted on the NASDAQ
National Market System.  If on the date of grant of any option granted under the
Plan,  the common stock of the Company is not  publicly  traded,  the  Committee
shall make a good faith attempt to satisfy the option price  requirement of this
section  8 and in  connection  therewith  shall  take  such  action  as it deems
necessary or advisable.  Subject to the foregoing, the Committee shall have full
authority and discretion in fixing the option price and shall be fully protected
in doing so.

                  (c) An optionee  electing  to  exercise  an option  shall give
written  notice to the  Company  of such  election  and of the  number of shares
subject to such  exercise.  The option  price for the number of shares for which
the  option is  exercised  shall  become  immediately  due and  payable in cash;
provided,  however,  that an optionee may,  with the approval of the  Committee,
make  payment  for all or a portion  of the  option  price by  tendering  to the
Company  shares  of  the  Company's  common  stock  owned  by the  optionee  and
registered in the  optionee's  name,  and which has a fair market value equal to
the portion of the  purchase  price of the shares  being  acquired  which is not
being paid in cash.

                   (d) No option granted under the Plan shall be transferable by
an optionee,  otherwise than by will or the laws of descent or  distribution  as
provided in subsection 8(g). During the lifetime of an optionee the option shall
be  exercisable  only by such  optionee and no other  person  shall  acquire any
rights therein.  Except as provided in subsection 8(e) or 8(g), no option may be
exercised  at any time  unless the holder  thereof  is then an  employee  of the
Company or a subsidiary of the Company.

                   (e) In the event that an optionee  shall cease to be employed
by the Company or its Affiliates or any reason, other than his gross and willful
misconduct or his death or  disability,  such  optionee  shall have the right to
exercise the option at any time within  three  months (or such longer  period as
the Committee in its discretion  shall determine to be  appropriate)  after such
termination  of  employment  to the  extent of the full  number of shares he was
entitled to purchase  under the option on the date of  termination to the extent
that the  optionee's  right to exercise the same had vested on such date and had
not previously been exercised,  subject to the condition that no option shall be
exercisable after the expiration of the term of the option.  Whether  authorized
leaves of absence or absence because of military or  governmental  service shall
constitute  termination  of  employment  for the  purposes  of the Plan shall be
determined by the Committee, which determination shall be final and conclusive.

                  (f) In the event that an  optionee  shall cease to be employed
by the Company or its  Affiliates by reason of his gross and willful  misconduct
during the  course of his  employment,  including  but not  limited to  wrongful
appropriation of funds of his employer or the commission of a gross  misdemeanor
or felony, the option shall be terminated as of the date of the misconduct.

                  (g) If the  optionee  shall  die  while in the  employ  of the
Company or any  Affiliate,  or within three months (or such longer period as the
Committee in its discretion shall determine to be appropriate) after termination
of  employment  for any reason other than gross and willful  misconduct,  or the
optionee's employment is terminated because optionee has become disabled (within
the meaning of Code section  22(e)(3)) while in the employ of the Company or any
Affiliate,  and such optionee  shall not have fully  exercised the option,  such
option may be exercised at any time within  twelve months (or such longer period
as the Committee in its discretion shall determine to be appropriate)  after the
date of such death or disability by the optionee or the personal representatives
of the optionee,  as applicable,  or by any person or persons to whom the option
is transferred by will or the applicable  laws of descent and  distribution,  to
the extent of the full number of shares the  optionee  was  entitled to purchase
under the option on the date of death (or termination of employment, if earlier)
and  subject to the  condition  that no option  shall be  exercisable  after the
expiration of the term of the option.

                  (h) Notwithstanding any other provision in the Plan, if at the
time an option is  otherwise  to be granted  pursuant to the Plan,  the optionee
owns directly or indirectly  (within the meaning of section  424(d) of the Code)
shares of common stock of the Company  possessing more than ten percent (10%) of
the total  combined  voting  power of all classes of stock of the Company or its
parent or  subsidiary  corporations  (within  the  meaning of section  424(e) or
424(f) of the Code),  if any, then any  Incentive  Stock Option to be granted to
such  optionee  pursuant to the Plan shall satisfy the  requirements  of section
422(c)(5) of the Code,  the option price shall be not less than 110% of the fair
market value of the common stock of the Company  determined as described herein,
and such option by its terms shall not be  exercisable  after the  expiration of
five (5) years from the date such option is granted.

                  (i) An optionee  or a  transferee  of an option  shall have no
rights as a shareholder  with respect to such shares  covered by an option until
the date of the issuance of a stock  certificate for such shares.  No adjustment
shall  be made  for  dividends  (ordinary  or  extraordinary  whether  in  cash,
securities  or other  property) or  distributions  or other rights for which the
record  date is prior to the date such stock  certificate  is issued,  except as
provided in section 5.

                  9.       Terms and  Conditions of Conditional Cash Bonuses and
Restricted Stock Awards .

                  (a) Each  conditional  cash bonus and  restricted  stock Award
granted  under the Plan (i) shall be for an amount of cash or a number of common
shares of the Company as shall be  determined  by the Committee and set forth in
the  agreement  containing  the terms of such Award,  and (ii) shall require the
grantee to remain in the  continuous  employment of the Company in order for the
forfeiture  and transfer  restrictions  relating to such Award to lapse.  If the
Committee so  determines,  the  restrictions  may lapse  during such  restricted
period in installments with respect to specified  portions of the shares or cash
bonus covered by the Award.  The  agreement  may also, in the  discretion of the
Committee,  set forth  performance  or other  conditions  that will  subject the
common  shares  or cash  bonus to  forfeiture  and  transfer  restrictions.  The
Committee  may,  at its  discretion,  waive all or any part of the  restrictions
applicable to any or all outstanding Awards, whether or not a restriction period
has expired or other specified conditions have been met.

                  (b) At the time of a  restricted  stock Award,  a  certificate
representing the number of common shares awarded  thereunder shall be registered
in the name of the grantee. Such certificate shall be held by the Company or any
custodian appointed by the Company for the account of the grantee subject to the
terms and conditions of the Plan, and shall bear such a legend setting forth the
restrictions imposed thereon as the Committee, in its discretion, may determine.
The grantee  shall have all rights of a  shareholder  with respect to the common
shares,  including  the right to  receive  dividends  and the right to vote such
shares,  subject to the  following  restrictions:  (i) the grantee  shall not be
entitled  to  delivery  of the stock  certificate  until the  expiration  of the
restriction  period and the fulfillment of any other restrictive  conditions set
forth in the restricted stock agreement with respect to such common shares; (ii)
none  of  the  common  shares  may  be  sold,  assigned,  transferred,  pledged,
hypothecated  or  otherwise  encumbered  or disposed of during such  restriction
period or until after the fulfillment of any such other restrictive  conditions;
and (iii) except as otherwise  determined  by the Committee and set forth in the
Award  agreement,  some or all of the common  shares  subject to the  restricted
stock  Award  shall be  forfeited  and all rights of the  grantee to such common
shares shall terminate,  without further  obligation on the part of the Company,
if the restrictive  conditions relating to such shares (including any conditions
relating to the  continuing  employment  of the grantee by the  Company) are not
satisfied.  Any common shares, any other securities of the Company and any other
property  (except for cash  dividends)  distributed  with  respect to the common
shares  subject  to  restricted  stock  awards  shall  be  subject  to the  same
restrictions, terms and conditions as such restricted common shares.

                  (c) Termination of Restrictions. At the end of the restriction
period and provided  that any other  restrictive  conditions  of the  restricted
stock award are met, or at such  earlier  time as  otherwise  determined  by the
Committee,  all  restrictions  set  forth  in  the  agreement  relating  to  the
restricted  stock Award or in the Plan shall lapse as to the  restricted  common
shares subject thereto,  and a stock  certificate for the appropriate  number of
common shares,  free of the restrictions and the restricted stock legend,  shall
be delivered to the grantee or his beneficiary or estate, as the case may be.

                  10.      Income Tax Matters; Tax Bonuses .

                  (a) In order to comply  with all  applicable  federal or state
income tax laws or  regulations,  the  Company  may take such action as it deems
appropriate to ensure that all applicable federal or state payroll, withholding,
income or other  taxes,  which  are the sole and  absolute  responsibility  of a
grantee of an Award under the Plan, are withheld or collected from such grantee.
In order to  assist a grantee  in  paying  all  federal  and  state  taxes to be
withheld or collected upon exercise of an option or award which does not qualify
as  an  Incentive  Stock  Option  hereunder,  the  Committee,  in  its  absolute
discretion and subject to such additional  terms and conditions as it may adopt,
shall  permit the  optionee  or grantee to satisfy  such tax  obligation  by (i)
electing to have the Company  withhold a portion of the shares  otherwise  to be
delivered  upon  exercise  of such  option or award  with a fair  market  value,
determined  in  accordance  with  subsection  8(b),  equal to such taxes or (ii)
delivering  to the Company  common  shares other than the shares  issuable  upon
exercise  of such  option  or award  with a fair  market  value,  determined  in
accordance with subsection 8(b), equal to such taxes.

                  (b) The  Committee  shall have the  authority,  at the time of
grant of an option  under the Plan or at any time  thereafter,  to  approve  tax
bonuses to  designated  optionees or grantees to be paid upon their  exercise of
options or awards  granted  hereunder.  The amount of any such payments shall be
determined  by the  Committee.  The Committee  shall have full  authority in its
absolute  discretion to determine the amount of any such tax bonus and the terms
and conditions affecting the vesting and payment thereafter.

                  (c) If an  optionee  disposes  of any of the  shares of common
stock of the Company  acquired  pursuant to the exercise of an  Incentive  Stock
Option  issued  pursuant  to the Plan within two years from the date such option
was  granted  or within one year after the  transfer  of any such  shares to the
optionee  upon  exercise of such option,  then,  in order to provide the Company
with the  opportunity to claim the benefit of any income tax deduction which may
be available to it under the  circumstances,  the Optionee shall promptly notify
the Company of the dates of  acquisition  and  disposition  of such shares,  the
number of shares so disposed of and the consideration, if any, received for such
shares.

                  11.      Additional Restrictions .

                  The  Committee  shall  have  full and  complete  authority  to
determine  whether all or any part of the shares of common  stock of the Company
acquired upon exercise of any of the options  granted under the Plan or upon the
granting of an Award  shall be subject to  restrictions  on the  transferability
thereof or any other  restrictions  affecting  in any manner the  optionee's  or
award recipient's rights with respect thereto, but any such restriction shall be
contained in the agreement relating to such Awards.

                  12.      Compliance with Securities Laws .

                  (a) All certificates for shares or other securities  delivered
under the Plan pursuant to any Award or the exercise thereof shall be subject to
such stop  transfer  orders and other  restrictions  as the  Committee  may deem
advisable under the Plan or the rules, regulations and other requirements of the
Securities  and  Exchange   Commission  and  any  applicable  federal  or  state
securities laws, and the Committee may cause a legend or legends to be placed on
any such certificates to make appropriate reference to such restrictions.  Until
the shares of common stock that are the subject of Awards granted under the Plan
are registered  and listed,  if applicable and if required by law, the Committee
may condition the delivery of any  certificate  for such shares upon the receipt
of a written  representation from the grantee that at the time of acquiring such
shares the grantee of the Award  intends to acquire the shares  being  purchased
for  investment  and not for  resale or further  distribution.  If the shares or
other  securities  subject to an Award are traded on a  securities  exchange  or
other securities market, the Company shall not be required to deliver any shares
or other  securities  covered by an Award  unless and until such shares or other
securities have been admitted for trading on such securities exchange or market.

                  (b)  The  Plan is  intended  to  comply  with  all  applicable
conditions of Section 16b-3 of the Exchange Act, and all transactions  involving
persons subject to Section 16b of the Exchange Act  ("Insider-Participants") are
subject to such  conditions  regardless of whether the  conditions are expressly
set  forth in the  Plan.  Any  provision  of the Plan  that is  contrary  to the
conditions of Section 16b-3 shall not apply to Insider-Participants.

                  13.      Amendment or Discontinuance of Plan .

                  The  Company's  Board  of  Directors  may  amend,  suspend  or
discontinue  the Plan at any time.  However,  no  amendment  of the Plan  shall,
without  shareholder  approval:  (i) increase the maximum number of shares under
the Plan as  provided  in section 4, (ii)  decrease  the  minimum  option  price
provided  in section 8, (iii)  extend the maximum  option term under  section 6,
(iv) materially  modify the eligibility  requirements  for  participation in the
Plan, or (v) in any other fashion cause any options granted under the Plan which
are intended to be Incentive Stock Options,  and which are designated as such by
the Award agreement  evidencing the granting of such option,  to fail to qualify
as an Incentive  Stock  Option.  The Company shall not alter or impair any Award
theretofore  granted  under the Plan  without  the  consent of the holder of the
Award.

                  14.      Time of Granting .

                  Nothing contained in the Plan or in any resolution  adopted or
to be adopted by the Board of Directors or by the  shareholders  of the Company,
and no action taken by the  Committee or the Board of Directors  (other than the
execution and delivery of an agreement  evidencing an Award),  shall  constitute
the granting of an Award under the Plan.

                  15.      General Provisions .

                  (a) No Rights to Awards.  No person shall have any claim to be
granted any Award under the Plan,  and there is no obligation  for uniformity of
treatment of holders or  beneficiaries  of Awards under the Plan.  The terms and
conditions  of Awards  need not be the same with  respect to any grantee or with
respect to different grantees.

                  (b) Award  Agreements.  No person  will have  rights  under an
Award granted to such person unless and until an Award agreement evidencing such
Award has been duly executed on behalf of the Company.

                  (c) No  Limit  on  Other  Compensation  Arrangements.  Nothing
contained in the Plan shall prevent the Company or any  Affiliate  from adopting
or continuing in effect other or additional compensation arrangements,  and such
arrangements may be either  generally  applicable or applicable only in specific
cases.
      
                  (d) No Right to Employment. The grant of an Award shall not be
construed  as giving the  grantee of the Award the right to be  retained  in the
employ of the Company or any Affiliate,  nor will it affect in any way the right
of the Company or such Affiliate to terminate such  employment at any time, with
or without  cause.  In addition,  the Company or any  Affiliate  may at any time
dismiss an Award  grantee from  employment  free from any liability or any claim
under the Plan, unless otherwise  expressly provided in the Plan or in any Award
agreement.

                  (e) Governing  Law. The validity,  construction  and effect of
the Plan or any Award, and any rules and regulations relating to the Plan or any
Award,  shall  be  determined  in  accordance  with  the  laws of the  State  of
Minnesota.

                  (f) Severability. If any provision of the Plan or any Award is
or  becomes  or is  deemed  to be  invalid,  illegal  or  unenforceable  in  any
jurisdiction  or would  disqualify  the Plan or any Award  under any law  deemed
applicable by the Committee, such provision shall be construed or deemed amended
to conform to applicable laws, or if it cannot be so construed or deemed amended
without, in the determination of the Committee,  materially altering the purpose
or intent of the Plan or the Award,  such provision shall be stricken as to such
jurisdiction  or Award,  and the  remainder  of the Plan or any such Award shall
remain in full force and effect.

                  (g) No Trust or Fund  Created.  Neither the Plan nor any Award
shall create or be construed to create a trust or separate fund of any kind or a
fiduciary relationship between the Company or any Affiliate and a Participant or
any other  Person.  To the extent  that any  Person  acquires a right to receive
payments  from the Company or any  Affiliate  pursuant  to an Award,  such right
shall be no greater  than the right of any  unsecured  general  creditor  of the
Company or any Affiliate.

                  (h) No Fractional Shares. No fractional Shares shall be issued
or  delivered  pursuant  to the  Plan  or any  Award,  and the  Committee  shall
determine whether cash shall be paid in lieu of any fractional Shares or whether
such  fractional  Shares or any rights thereto shall be canceled,  terminated or
otherwise eliminated.

                  (i)   Headings.   Headings  are  given  to  the  sections  and
subsections  of the Plan solely as a convenience to facilitate  reference.  Such
headings shall not be deemed in any way material or relevant to the construction
or interpretation of the Plan or any provision thereof.




Original Plan   -    Approved by the Board on March 3, 1997
                -    Approved by the Company's Stockholders on ___________