EXHIBIT 10.16

                         National Computer Systems, Inc.
                            Management Incentive Plan
                                      2000


It is the intent of National  Computer System,  Inc. (NCS) to compensate its key
employees  in a manner  that  permits the NCS to  attract,  retain and  motivate
outstanding people.

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

Plan Eligibility

Participation  in the MIP is  determined  by position.  Eligible  positions  and
target  incentive  amounts are determined  each year and may change from year to
year.  Eligibility is limited and includes those  positions  which regularly and
directly make or influence  business  decisions  that  significantly  impact the
results of the Company or it's operating  units.  Participants  must be regular,
full-time (at least 32 hours per week)  employees and must be actively  employed
by NCS on the last day of the  fiscal  year to be  eligible  to  receive  an MIP
award.

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

Any  participation  exception,  exclusions,  and inclusions to the above must be
documented and approved by the CEO.

Target Incentive Opportunity

Each approved  participant  will be eligible for a specific MIP target incentive
award.  This target  opportunity  will be a percentage of the  incumbent's  base
salary as of May 31,  2000.  The  target  incentive  is linked  directly  to the
participant's  business/department's financial and/or program performance and an
overall  evaluation  of  each  individual's   performance.   Eligible  Corporate
employees'  target bonus is linked to NCS' financial  results.  Potential earned
awards range from 0% at threshold  minimum,  to 100% at target, to a pre-defined
over achievement percentage for each participant at maximum.

Financial Objectives

Target financial  objectives for NCS and for each NCS business or department are
established  annually  through a budgeting  process.  The CEO,  Chief  Financial
Officer  and Vice  President,  Human  Resources  establish  minimum  and maximum
revenue and contribution  goals for NCS, and for each major business within NCS.
Similarly,  members of the NCS Leadership Team may establish minimum and maximum
financial goals for other business units or programs consistent with the targets
determined for the overall business.


Overall Evaluation

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

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

Determination of Awards

Awards  are  determined  following  the  close  of the  fiscal  year.  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  in  conjunction  with  the  appropriate  NCS
Leadership  Team  member,  the Vice  President,  Human  Resources  and the Chief
Financial Officer.

Awards and Pro-rata Awards

Earned  incentive  awards will be paid out 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 an award.

Participants  will receive a pro-rata  award based upon the length of time spent
in the  MIP-eligible  position if they  transition  into or out of MIP  eligible
positions  during the year.  However,  participants  must be in the MIP-eligible
position  at least six (6) full  months  during  the  fiscal  year to  receive a
pro-rata  award.  Pro-rata  awards are subject to the review and approval of the
CEO and Vice President, Human Resources.

Disability, Death, or Special Circumstances

In the case of a participant's disability, death or other special circumstances,
the CEO may approve a pro-rata incentive award.

Plan Exceptions and Administration

The Chief  Executive  Officer  and the Vice  President,  Human  Resources,  will
approve exceptions or modifications to the Plan. All decisions made are final.

Disclaimer

NCS  reserves  the  right to  change,  eliminate,  or  replace  this Plan or its
components at any time, without prior notice. This document expressly supersedes
any prior, existing policies or guidelines, whether written or unwritten.

Participation in this Plan is not to be considered as an employment  contract or
agreement  by the  participant.  No  provision  in this  document is intended to
create a contract  between NCS and any  employee,  or to limit the rights of NCS
and/or its employees to terminate the employment relationship at any time.