EXHIBIT 10.16
                            NATIONAL COMPUTER SYSTEMS
                            MANAGEMENT INCENTIVE PLAN
                                      1998


It is NCS' intent to  compensate  its senior  management  employees  in a manner
which  permits the  Corporation  to attract,  retain,  and motivate  outstanding
people.

The NCS  Management  Incentive  Plan  (MIP) is  designed  to reward  key  senior
managers for achieving  specific  annual NCS financial  goals and for individual
performance in accomplishing  these goals. It aligns the interests of NCS senior
management with NCS business and financial plans.

PLAN ELIGIBILITY

Participation  in the plan is  determined  by position.  Eligible  positions and
target  incentive  amounts are determined  each year and may change from year to
year.  Participants must be full-time NCS employees.  Eligibility is limited and
includes those positions  which  significantly  impact  financial  results.  The
eligible  positions and participants  will be reviewed and approved  annually by
the CEO.

Positions and participants in the plan will be selected from the following:  
     - CEO
     - Corporate staff officers 
     - NCS Business presidents, senior vice presidents and, on
       a selected basis, their management reports  
     - Selected other vice presidents
     - Selected key employees

Any position or participant exceptions,  exclusions, and inclusions to the above
must be documented and approved by the CEO.

TARGET INCENTIVE OPPORTUNITY

Each approved  position will be eligible for a specific target  incentive award.
This  target  incentive  opportunity  will be a  percentage  of the May 31, 1998
annual base salary for the participant. The target incentive is tied directly to
the participant's  business unit financial performance and an overall evaluation
of each  individual's  performance.  Potential  earned  payouts range from 0% at
threshold   minimum,   100%  at  target   performance,   up  to  a   pre-defined
overachievement percentage for each participant at maximum.

INCENTIVE COMPONENTS

The potential  target  incentive  opportunity  will be based on  achievement  of
financial  goals and the overall  evaluation  of the  participant's  performance
during the fiscal year. The overall evaluation will include  performance against
defined  individual  objectives  and  a  subjective  evaluation  of  performance
relative to the following criteria:

      1. What have you done to improve shareholder value?
      2. How have you improved  customer  satisfaction and NCS' ability to serve
         the customer?
      3. What  have  you  done to  improve  the  quality/predictability  of your
         business?
      4. What have you done to develop your organization?
      5. How  have  you  demonstrated  personal  leadership  and  corporate-wide
         perspectives/orientation?

No incentive award payouts will be made to  participants  for achievement of the
financial  performance  if the  individual's  operating  unit (NCS  Business  or
Division  or  Market  Unit)  does  not  meet  its  minimum  profit  contribution
objective(s). For example, a division participant can receive an incentive award
payout only if the division achieves its minimum profit contribution threshold.

DETERMINATION OF AWARDS

Generally  speaking,  actual  financial  results will not include  extraordinary
gains or losses. In any such matters, including acquisitions,  the CEO will make
the appropriate approval decisions.

PAYOUTS AND PRO-RATA AMOUNTS

Earned award  payouts  will be made no later than April 15 following  the end of
the fiscal  plan year.  Any  participant  must be a  full-time  employee  and be
actively  employed  by NCS on the last day of the fiscal  year to be eligible to
receive  a  payout.  In  coming  into  or  out  of  an  MIP  eligible  position,
participants  will be given pro-rata earned award payouts based on the length of
time in such position,  however,  participants  must be in the plan at least six
full months during the fiscal year to be eligible to receive any pro-rata award.
Pro-rata payouts will be subject to review and approval by the CEO.

DISABILITY, DEATH, OR SPECIAL CIRCUMSTANCES

In the case of disability,  death,  or other special  circumstances  impacting a
plan participant, the CEO may approve pro-rata award payouts.

PLAN EXCEPTIONS AND ADMINISTRATION

Exceptions  and/or  modifications  to the plan must be approved by the CEO.  All
decisions made are final.

DISCLAIMER

Participation in this plan is not to be considered as an employment  contract or
agreement by the participant.