EXHIBIT 10.11

                         NATIONAL COMPUTER SYSTEMS, INC.
                         1999 EMPLOYEE STOCK OPTION PLAN

                          (1,400,000 shares authorized)

1.     Objectives of Plan.

       This 1999 Employee Stock Option Plan (the "Plan") has been adopted by the
       Board of  Directors  of  National  Computer  Systems,  Inc.,  a Minnesota
       corporation  (herein called the  "Company"),  to secure the advantages of
       stock  ownership  on the part of its  present  and future key  employees,
       including  salaried  officers  and  directors,   and  including  salaried
       officers and directors of any one or more subsidiary  corporations wholly
       owned  by  it  (herein  called  "related  companies"),   and  to  provide
       incentives  for such  individuals  to remain  with the Company or related
       companies  and to devote their  energies to  strengthen  and maintain the
       continued success of the Company through stock ownership. Options granted
       under this Plan may be either incentive stock options  ("Incentive  Stock
       Options")  within the meaning of Section 422 of the Internal Revenue Code
       of 1986,  as amended  (the  "Code"),  or options  which do not qualify as
       Incentive Stock Options.

2.     Administration of Plan.

       (A)    The Plan shall be administered by the Compensation  Committee (the
              "Committee")  of  the  Board  of  Directors  of the  Company  (the
              "Board").  The  Committee  shall be composed 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 person" with respect to
              the Plan  within  the  meaning  of  Section  16b-3 and shall be an
              "outside  director"  within the  meaning of Section  162(m) of the
              Code.

       (B)    Subject to the  provisions of the Plan,  the Committee  shall have
              authority, in its discretion:

              (1)   To construe and interpret  the Plan and all options  granted
                    hereunder,  and to determine the terms and  provisions  (and
                    amendments  thereof) of the options  granted  under the Plan
                    (which need not be identical).

              (2)   To  determine  individuals  to whom and the time or times at
                    which options  shall be granted,  the number of shares to be
                    subject to each option,  the option price,  and the duration
                    of leaves of absence  which may be  granted to  participants
                    without  constituting a termination of their  employment for
                    the purposes of the Plan.

              (3)   To adopt,  amend and rescind rules and regulations  relating
                    to  administration  of the Plan and make all  determinations
                    necessary or advisable for the  administration  of the Plan,
                    which shall be binding and conclusive on all participants in
                    the   Plan   and  on   their   legal   representatives   and
                    beneficiaries.

              (4)   To  determine  and  accelerate  the time at which all or any
                    part of an option may be exercised.

3.     Participants.

       Options  may be  granted  under  the Plan to such  key full or part  time
       executive,   administrative,   supervisory,  technical,  or  professional
       employees  (including salaried officers and directors) of the Company, or
       related  companies  including  related  companies which become such after
       adoption of the Plan, in such amounts as shall be determined from time to
       time by the Committee.

       In  determining  the  persons to whom  options  shall be granted  and the
       number of shares  subject to each  option,  the  Committee  may take into
       account the nature of services rendered by the proposed  grantees,  their
       past, 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 option under this Plan may be
       granted an  additional  option or options under the Plan if the Committee
       shall  so  determine;  provided,  however,  that to the  extent  that 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 owned by a Participant are exercisable for the first time by such
       optionee  during  any  calendar  year  under  all  plans of the  employer
       corporation and its parent and subsidiary  corporations exceeds $100,000,
       such options shall be treated as options that 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.     Number of Shares Available for Options.

       Under  this Plan,  options  may be  granted  for shares of the  Company's
       Common Stock,  $.03 per value.  The Common Stock subject to options shall
       be authorized but unissued shares. Subject to the provisions of paragraph
       5 hereof,  the  number of  shares  of Common  Stock  that may be made the
       subject of options shall not exceed the aggregate of 1,400,000 shares. In
       the event  that any  outstanding  option  under  the Plan for any  reason
       expires or is terminated unexercised,  the common shares allocable to the
       unexercised  portion  of such  option  may again be  subject to an option
       under the Plan.

5.     Adjustments.

       If  there  shall  be any  change  in the  Common  Stock  through  merger,
       consolidation,  reorganization,  recapitalization,  stock dividend, stock
       split or other change in the capitalization or corporate structure of the
       Company, the Committee shall make appropriate adjustments in the Plan and
       any options  outstanding  under the Plan. Such adjustments shall include,
       where  appropriate,  changes in the aggregate number of shares subject to
       the Plan and such changes in the number of shares and the price per share
       subject  to  outstanding  options  as are  necessary  in order to prevent
       dilution or enlargement of option rights.

6.     Term of Plan.

       No option  shall be granted  pursuant to this Plan later than January 31,
       2009,  but options  theretofore  granted  may extend  beyond that date in
       accordance with their terms.

7.     Terms and Conditions of Options.

       Options granted hereunder shall be evidenced by a written notice from the
       Company  to  the  participant   evidencing  the  granting  of  an  option
       hereunder,  or shall be  evidenced  by an  agreement  in such form as the
       Committee shall from time to time require. Said notice or agreement shall
       refer to this Plan, and make acceptance thereof by a participant  subject
       to the provisions hereof. Such option shall comply with and be subject to
       the following terms and conditions:

       (A)    Number of Shares.  Each option shall state the number of shares to
              which it pertains.

       (B)    Option  Price.  Each option  shall state the option  price,  which
              shall not be less than 100% of the fair market value of the shares
              of the Common  Stock of the Company on the date of the granting of
              the  option.  The fair  market  value per share shall be the "last
              trade  price" of the Common  Stock as reported by The Nasdaq Stock
              Market(R).  If the  Common  Stock is  listed on a  national  stock
              exchange or  exchanges,  such fair market value shall be deemed to
              be the  highest  closing  price of the Common  Stock on such stock
              exchange or exchanges on the date the option is granted. If on the
              date as of which the fair market  value is being  determined,  the
              Common Stock is not publicly  traded,  then the next preceding day
              on which  there was a sale of such stock will be used.  Subject to
              the foregoing, the Committee in fixing the option price shall have
              full authority and discretion and be fully protected in doing so.


       (C)    Option Period and Exercise of Option.

              (1)   No option  period  shall  exceed  ten  years,  and except as
                    otherwise  provided in sections (D), (E) and (F) hereof,  no
                    option period shall be for less than one year.

              (2)   Any  option  granted  under  the  Plan may be  exercised  by
                    notifying the Company in writing of such  exercise  prior to
                    the  termination  of such  option.  The option price for the
                    number of shares  of  Common  Stock for which the  option is
                    exercised   shall  become   immediately   due  and  payable;
                    provided,  however,  that in lieu  of cash an  optionee  may
                    exercise an option by tendering to the Company shares of the
                    Common  Stock of the Company  already  owned by the optionee
                    and  with  the  certificates   therefor  registered  in  the
                    optionee's  name,  having a fair  market  value equal to the
                    cash exercise price of the shares being purchased.

              (3)   During the  lifetime of the  optionee,  the option  shall be
                    exercisable only by the optionee and shall not be assignable
                    or  transferable,  and no other  person  shall  acquire  any
                    rights therein.  Except as provided in Subdivisions  (D) and
                    (F) hereof,  no option may be  exercised  at any time unless
                    the holder  thereof is then an  employee of the Company or a
                    related company.

              (4)   In order to comply  with all  applicable  federal  and state
                    income tax laws or  regulations,  the  Company may take such
                    action as it deems appropriate to ensure that all applicable
                    federal  and  state  payroll,  withholding,  income or other
                    taxes, which are the sole and absolute  responsibility of an
                    optionee,  are withheld or collected from such optionee.  In
                    order to assist an optionee  in paying all  minimum  federal
                    and state taxes  required to be withheld or  collected  upon
                    exercise of an option which does not qualify as an Incentive
                    Stock Option hereunder,  the Company shall, in lieu of cash,
                    permit  the  optionee  to  satisfy  all or part of such  tax
                    obligation  by (i)  electing to have the Company  withhold a
                    portion  of  the  shares  otherwise  to  be  delivered  upon
                    exercise of the option with a fair market value,  determined
                    in accordance with subsection  7(B),  equal to such taxes or
                    (ii) delivering to the Company common shares, other than the
                    shares  issuable upon  exercise of such option,  with a fair
                    market value,  determined in  accordance  with  subsection 7
                    (B), equal to such taxes.

       (D)    Termination  of  Employment   Except  Due  to  Gross  and  Willful
              Misconduct,  Death or  Disability.  In the event an optionee shall
              cease to be employed  by the Company or a related  company for any
              reason  other  than  gross  and  willful   misconduct,   death  or
              disability,  then, and in that event, but subject to the condition
              that no option shall be  exercisable  after its  expiration  date,
              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 the optionee's  right to
              exercise  same shall  accrue  pursuant to such  optionee's  option
              granted and had not previously been exercised.  Whether authorized
              leaves of absence or absence  because of military or  governmental
              service  shall  constitute  termination  of  employment,  for  the
              purpose of the Plan,  shall be determined by the Committee,  which
              determination shall be final and conclusive.

       (E)    Termination Due to Gross and Willful Misconduct. In the event that
              an optionee shall cease to be employed by the Company or a related
              company  by reason  of gross and  willful  misconduct  during  the
              course  of  employment,  including  but not  limited  to  wrongful
              appropriation  of funds of the Company or a related company or the
              commission of a gross  misdemeanor or felony,  the option shall be
              terminated as of the date of the misconduct.

       (F)    Disability  and Death of Optionee and  Transfer of Option.  If any
              optionee shall die while in the employ of the Company or a related
              company, or within a period of three months (or such longer period
              as  the  Committee  in  its  discretion   shall  determine  to  be
              appropriate) after the termination of employment 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  related  companies  and shall not have  fully
              exercised the option, said option may be exercised (subject to the
              condition that no option shall be exercisable after its expiration
              date),  to the extent that the  optionee's  right to exercise such
              option had accrued pursuant to such optionee's  option granted (i)
              at the time of optionee's  disability and had not previously  been
              exercised,  at any time  within  one  year  after  the  optionee's
              disability,  by the optionee or a duly  appointed  guardian of the
              optionee; or (ii) at the time of death and had not previously been
              exercised, at any time within one year after the optionee's death,
              by the  executors  or  administrators  of the  optionee  or by any
              person or persons who shall have acquired the option directly from
              the  optionee  by  bequest  or  inheritance.  No  option  shall be
              transferable by the optionee otherwise than by will or by the laws
              of descent and distribution.

       (G)    10 - Percent Shareholder Rule. 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)  Common  Stock
              of the  Company  possessing  more than 10% of the  total  combined
              voting  power of all classes of stock of the Company or its parent
              or subsidiary corporations,  if any (within the meaning of Section
              422(b)(6)  of the Code),  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,  and the option
              price shall be not less than 110% of the fair market  value of the
              Common  Stock of the Company on the date of grant,  determined  as
              described  herein,  and such  option  by its  terms  shall  not be
              exercisable after the fifth anniversary of the date of grant.

       (H)    Rights as a Shareholder.  An optionee or a transferee of an option
              shall have no rights as a  shareholder  with respect to any 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 Article 5 hereof.

       (I)    Discontinuance and Amendment of the Plan. The Board may, from time
              to time, alter, amend, suspend, or discontinue the Plan; provided,
              however, that,  notwithstanding any other provision of the Plan or
              any award  agreement,  without the approval of the shareholders of
              the   Company,   no  such   amendment,   alteration,   suspension,
              discontinuation  or  termination  shall be made that: (i) requires
              the  approval  of the  Company's  shareholders  under any rules or
              regulations of the Nation Association of Securities Dealers,  Inc.
              or any securities  exchange that are applicable to the Company; or
              (ii) requires the approval of the Company's shareholders under the
              Code in order (a) to permit  Incentive Stock Options to be granted
              under the Plan or (b) to permit any compensation expense resulting
              from the grant or exercise of stock options issued hereunder to be
              deductible under Section 162(m) of the Code.

       (J)    Compliance   with   Laws   Relating   to   Sale   of   Securities.
              Notwithstanding any other provisions contained herein, the Company
              shall have the right, in its exclusive discretion, to withhold the
              issuance  of any  certificates  for  shares of stock in respect of
              which any  option  has been  exercised  until,  in the  opinion of
              counsel for the Company, any applicable registration  requirements
              of the Securities Act of 1933, as amended,  any applicable listing
              requirements  of any  national  securities  exchange  on which the
              stock may then be listed,  and any other requirements of law or of
              any regulatory  bodies having  jurisdiction over such issuance and
              delivery,  shall have been duly complied with. Pending the receipt
              of such opinion of counsel for the Company,  the Company may issue
              certificates  for  such  stock  provided  they  contain  a  legend
              indicating that said stock  represented  thereby is not registered
              and may not be sold except in compliance  with  applicable  law or
              the  release of said  restrictions  by the  Company,  and, in such
              event,  the Company  shall have the right to instruct the transfer
              agent and registrar of its common shares to effect "stop-transfer"
              procedures with respect to such shares.

              Until the  shares  reserved  for  options  are  registered  and/or
              listed,  if required  by law,  the  Committee  may  condition  the
              delivery of any  certificate for option shares upon the receipt of
              a written  representation from the participant that at the time of
              exercising  such  option the  participant  intends to acquire  the
              shares  being  purchased  for  investment  and not for  resale  or
              further distribution.

       (K)    Other Provisions.  The option agreements authorized under the Plan
              shall contain such other  provisions  as the Committee  shall deem
              advisable.

8.     Notification of Disposition.

       If an optionee  shall dispose 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 said option
       was  granted or within one year after the  transfer of any such shares to
       the optionee upon exercise of said 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. The Company may take
       such action as it deems  appropriate  to insure  notice to the Company of
       any  disposition  of the  Common  Stock of the  Company  within  the time
       periods described above.

9.     Reliance on Information.

       Each member of the  Committee and the Board 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 of the Board 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.

10.    Application of Funds.

       The  proceeds  received by the Company  from the sale of its Common Stock
       pursuant to options will be used for general corporate purposes.

11.    No Obligation to Exercise Option.

       The granting of an option  hereunder  shall impose no obligation upon the
       optionee to exercise such option,  nor shall it be deemed to or construed
       to impose any obligation on the Company or any related  company to retain
       the optionee in its employ for any period of time.


12.    Compliance with Section 16b-3.

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


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Original Plan       - Approved by the Board on March 2, 1999
                    - Approved by the Company's Shareholders on ______________