Exhibit 10.17

                         NATIONAL COMPUTER SYSTEMS, INC.
                        2000 LONG-TERM INCENTIVE PROGRAM


1.   Objectives of the Program

     This Program shall be known as the "National  Computer  Systems,  Inc. 2000
     Long-Term Incentive Program (the "Program").  The objectives of the Program
     are to promote  the  interests  of National  Computer  Systems,  Inc.  (the
     "Company"),  by enhancing  its ability to attract,  retain and motivate key
     senior officers, to provide incentives for such officers to remain with the
     Company 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
     and conditional cash bonuses as long-term incentives based on the financial
     success of the Company.

2.   Administration of the Program

     (a)  The Program shall be administered by the  Compensation  Committee (the
          "Committee") of the Board of Directors of the Company.

     (b)  Subject to the other  provisions of the Program and to applicable law,
          the Committee shall have full power and authority,  in its discretion:
          (i) to construe and  interpret  the Program and all stock  options and
          conditional  cash  bonuses  granted  under the Program  (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  the terms of exercise of each option and
          to  accelerate  the time at which all or any part of an option  may be
          exercised,  (iv) to amend or modify  the  terms of any Award  with the
          consent of the persons  receiving the Award,  (v) to prescribe,  amend
          and rescind rules and regulations  relating to the  administration  of
          the  Program,  (vi) to  determine  the  terms and  provisions  of each
          agreement evidencing an Award under the Program (which agreements need
          not  be  identical),  and  (vii)  to  make  all  other  determinations
          necessary or advisable for the administration of the Program,  subject
          to the exclusive  authority of the Board of Directors under section 13
          to amend or terminate the Program.  The Committee's  determinations on
          the foregoing matters shall be final and conclusive.

     (c)  The  granting of an Award  pursuant to the Program  shall be effective
          only if written agreements 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  Program  to one or more
          officers  of the  Company,  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 Program with regard to officers
          or  directors  of the  Company  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
          Program 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  Program  to such key  senior  full time
     officers of the Company as shall be determined  by the Committee  from time
     to time. In  determining  the persons to whom Awards shall be granted,  the
     amount of any  conditional  cash bonus 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 Program may be granted  additional
     Awards under the Program if the Committee shall so determine.

4.   Shares Subject to the Program

     Options  for shares of Common  Stock  subject to Awards  under the  Program
     shall be issued  pursuant to one of the  Company's  Employee  Stock  Option
     Plans (the  "Option  Plans").  Options  issued  under the  Program  are not
     intended to qualify as Incentive  Stock Options  pursuant to Section 422 of
     the Internal Revenue Code of 1986, as amended (the "Code").

5.   Adjustments

     In accordance with the provisions of the Option Plans, 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 Program 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  Program,  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

     The  2000  Program  was  approved  by  the  Compensation  Committee  of the
     Company's Board of Directors on March 7, 2000, and shall be effective as of
     such date and for the 72 months thereafter.

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 agreements  in such form as the  Committee  shall from time to
     time  require.  Such  notice or  agreements  shall refer to the Program and
     shall make  acceptance of the Award by a grantee  subject to the provisions
     of the Program.

8.   Terms and Conditions of Options Granted under the Program

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

     (b)  The option price for all options  granted  under the Program  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. For purposes of this section 8 and for all
          other valuation  purposes under the Program,  the fair market value of
          the  Company's  common  stock shall be the "last  trade  price" of the
          Company's  common  stock on the date as of which fair market  value is
          being   determined  and  as  quoted  on  The  Nasdaq  National  Market
          System(R).

     (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 date of receipt of such notice by the Company shall
          be deemed the date of exercise. The exercise price and the withholding
          taxes applicable to the exercise may be paid as follows:

          (i)    in cash,
          (ii)   by delivering to the Company  previously owned NCS common stock
                 having a fair market value equal to the exercise  price and the
                 amount of any withholding taxes required to be paid,
          (iii)  by having NCS  withhold  from stock to be delivered on exercise
                 shares which have a fair market value equal to an amount not to
                 exceed the maximum required statutory supplemental  withholding
                 taxes to be paid, or
          (iv)   any combination of (i), (ii) and (iii).

     (d)  No  option  granted  under the  Program  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)  If, prior to  termination  of the option,  the optionee stops being an
          employee of NCS for any reason other than serious misconduct or death,
          disability  or  retirement,  the  optionee  shall have up to three (3)
          months from the last day worked,  but in no event  beyond the last day
          of the term of the option period, to exercise the option to the extent
          it was  exercisable on the last day worked (which does not include any
          period during which severance  payments,  lay off income benefits,  or
          salary continuation amounts are in effect).

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

     (g)  In the event the optionee should die while an employee of the Company,
          the  optionee's  executor  or  administrator  or any person  acquiring
          rights  directly by bequest or inheritance  shall have up to three (3)
          months,  but in no event beyond the date of termination of the option,
          to  exercise  any  non-exercised  option  right that had vested on the
          optionee's  death. In the event the optionee's death occurs during the
          prescribed period of time during which specified financial performance
          results of the Company are to be achieved ("Measurement  Period"), the
          optionee's  beneficiaries  or heirs will receive a pro-rata vesting of
          the option based on actual  months  served to total months  during the
          Measurement Period and shall have up to three (3) months following the
          commencement  of the option  exercise  period to exercise  such vested
          shares. Any non-vested shares will be forfeited.

     (h)  In the event the optionee  should retire or become  disabled  while an
          employee  of the  Company,  the  optionee  shall  have up to three (3)
          months,  but in no event beyond the date of termination of the option,
          to exercise any  non-exercised  option right that had vested as of the
          date of  disability  or  retirement.  In the  event of the  optionee's
          retirement or disability during the Measurement  Period,  the optionee
          will receive a pro-rata  vesting of the option based on actual  months
          served to total months during the Measurement Period and shall have up
          to three (3) months  following the commencement of the option exercise
          period to exercise such vested shares.  Any non-vested  shares will be
          forfeited.

          For purposes of the Program, retirement means the optionee voluntarily
          withdraws  from  active  employment  with NCS and meets the  following
          criteria:

          (i)   55 years of age or older,
          (ii)  at least 5 years of service to the Company, and
          (iii) the  optionee's age plus years of service with the Company equal
                or exceed 65 years.

          For purposes of this  Program,  disability  means the optionee  cannot
          perform the normal duties of the optionee's regular occupation for any
          employer and is not engaged in any other  occupation or employment for
          wage or profit.

     (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

     (a)  Each  conditional  cash bonus Award granted under the Program shall be
          for an amount of cash as shall be  determined by the Committee and set
          forth  in the  agreement  containing  the  terms  of such  Award.  The
          agreement  will also, in the  discretion of the  Committee,  set forth
          performance  or other  conditions  that will subject the 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)  In the event of a grantee's  death,  disability or retirement prior to
          the end of any Measurement  Period,  the amount of any cash bonus will
          be  pro-rata  based on the actual  months  served to the total  months
          during the Measurement Period.

     (c)  Retirement  and  disability for cash bonus purposes will have the same
          definition as set forth in subsection 8(h).

10.  Income Tax Matters

     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 Program, are withheld or collected from such grantee.

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  Program  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
          Program 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 Program 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.

     (b)  The Program 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 Program.  Any
          provision of the Program that is contrary to the conditions of Section
          16b-3 shall not apply to Insider-Participants.

13.  Amendment or Discontinuance of Program

     The Company's  Board of Directors  may amend,  suspend or  discontinue  the
     Program  at any time.  The  Company  shall  not  alter or impair  any Award
     theretofore  granted under the Program without the consent of the holder of
     the Award.

14.  Time of Granting

     Nothing  contained  in the  Program 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 Program.

15.  General Provisions

     (a)  No Rights to Awards.  No person shall have any claim to be granted any
          Award under the Program,  and there is no obligation for uniformity of
          treatment of holders or beneficiaries of Awards under the Program. 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
          Program  shall  prevent the Company  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,  nor will it affect in any way the right of the
          Company to  terminate  such  employment  at any time,  with or without
          cause.  In  addition,  the  Company  may at any time  dismiss an Award
          grantee from employment free from any liability or any claim under the
          Program,  unless otherwise expressly provided in the Program or in any
          Award agreement.

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

     (f)  Severability.  If any  provision  of the  Program  or any  Award is or
          becomes or is deemed to be invalid,  illegal or  unenforceable  in any
          jurisdiction  or would  disqualify  the Program 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
          Program or the Award,  such  provision  shall be  stricken  as to such
          jurisdiction  or Award,  and the  remainder of the Program or any such
          Award shall remain in full force and effect.

     (g)  No Trust or Fund  Created.  Neither  the  Program  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 and any other Person.
          To the  extent  that any Person  acquires a right to receive  payments
          from the Company pursuant to an Award,  such right shall be no greater
          than the right of any unsecured general creditor of the Company.

     (h)  No  Fractional  Shares.  No  fractional  Shares  shall  be  issued  or
          delivered  pursuant  to the  Program 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
          Program 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  Program  or  any  provision
          thereof.