Exhibit 10.14


                         NATIONAL COMPUTER SYSTEMS, INC.
                         1997 EMPLOYEE STOCK OPTION PLAN
                           (300,000 shares authorized)

1.     Objectives of Plan.

       This 1997 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 accelerate the time at which all or any part of an option
                    may be exercised.

              (5)   To determine  which options  (that are not  Incentive  Stock
                    Options),  whether  granted  before  or  after  the  date of
                    adoption of this Plan or any amendments to this Plan,  shall
                    be deemed to be stock options governed by and subject to the
                    terms and conditions of this Plan.

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
       of subsidiaries of the Company,  including subsidiaries 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 either  authorized  but unissued  shares or shares  reacquired  by the
       Company.  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 300,000 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,
       2007,  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.  During  such time as the Common  Stock is not listed
              upon an  established  stock  exchange,  the fair market  value per
              share shall be the "last trade  price" as reported by the National
              Association  of  Security  Dealers,  Inc.  If the Common  Stock is
              listed upon an established 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,  or, if no sale of the  Company's  Common
              Stock  shall have been made on any stock  exchange on that day, on
              the next  preceding  day on which  there was a sale of such stock.
              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 on subdivisions  (D) and (E) 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,
                    with the  approval of the  Committee,  exercise an option by
                    tendering  to the Company  shares of the Common Stock of the
                    Company  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
                    (E) hereof,  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.

       (D)    Termination of Employment  Except Death.  In the event an optionee
              shall cease to be employed by the Company or a related company for
              any reason other than death,  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 after such  termination
              of employment, to the extent the optionee's right to exercise same
              had  accrued  pursuant  to  Article  7(C) of the  Plan and had not
              previously been exercised at the date of such termination. 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)    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  after  the   termination  of
              employment  with 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 Article 7(C)
              of the  Plan 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.

       (F)    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.

       (G)    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.

       (H)    Discontinuance  and Amendment of the Plan.  The Board of Directors
              may, from time to time, alter, amend,  suspend, or discontinue the
              Plan with respect to any shares as to which  options have not been
              granted,  and, with the consent of the  participant who is a party
              thereto, any option agreement may be modified or amended.

              Unless approved by the  stockholders of the Company,  no amendment
              to the Plan shall (a) increase the number of shares subject to the
              Plan subject to the  provisions of paragraph 5 hereof,  (b) extend
              the term of the Plan, (c) extend the term for which options may be
              granted  beyond  ten years,  (d) reduce the option  price at which
              options may be granted to less than 100% of fair  market  value at
              the date of grant,  or (e) in any other  fashion cause the options
              granted  hereunder  which  are  intended  to  be  Incentive  Stock
              Options, and which are designated as such by the form of agreement
              evidencing  the granting of such option,  to fail to qualify as an
              Incentive  Stock  Option  within the meaning of Section 422 of the
              Code.

       (I)    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.

       (J)    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.

       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 insure (i)  notice to the  Company  of any  disposition  of the common
       stock of the Company  within the time  periods  described  above and (ii)
       that, if necessary, all applicable federal or state payroll, withholding,
       income or other taxes are withheld or collected from the optionee.

9.     Reliance on Information.

       Each member of the  Committee and the Board of Directors 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 of
       Directors  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
       condition of Section 16b-3 shall not apply to InsiderParticipants.


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