EXHIBIT 10.17


                         NATIONAL COMPUTER SYSTEMS, INC.

                        1998 EMPLOYEE STOCK PURCHASE PLAN

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Section 1.   Purpose
    1.1      The purpose of the National  Computer  Systems,  Inc. 1998 Employee
             Stock Purchase Plan is to give employees an opportunity to share in
             the ownership of National Computer Systems,  Inc. through a regular
             and  systematic  purchase  program from  current  income by payroll
             deduction.

Section 2.   Definitions

    2.1      For the  purpose  of the Plan,  the  following  terms will have the
             meanings set forth below:

             a.  Plan. The term "Plan" shall mean the National Computer Systems,
                 Inc.  1998  Employee   Stock   Purchase  Plan,  the  terms  and
                 provisions of which are set forth herein.

             b.  NCS. The term "NCS" will mean National Computer Systems,  Inc.,
                 a Minnesota corporation, and all wholly-owned subsidiaries.

             c.  Stock. The term "Stock" shall mean the common stock of National
                 Computer Systems, Inc.

             d.  Participant.  The term "Participant"  shall mean an employee of
                 NCS who has  authorized  payroll  deductions  in the manner set
                 forth in the Plan. Each Participant  shall have the same rights
                 and privileges as every other Participant.

             e.  Current  Compensation.  The term "Current  Compensation"  shall
                 mean gross  earnings  of each  Participant  paid by NCS to such
                 Participant before any withholding deductions have been made.

             f.  Purchase  Period.  The term  "Purchase  Period"  shall mean any
                 fiscal  quarter  ending on April 30,  July 31,  October  31 and
                 January 31.

             g.  Enrollment  Form.  The term  "Enrollment  Form"  shall mean the
                 Employee  Stock  Purchase  Enrollment  Form  which an  eligible
                 employee  uses to  elect  to  participate  in the  Plan  and to
                 authorize payroll deductions.

             h.  Fair Market  Value.  The term "Fair Market  Value" shall be the
                 last sale price on any business day as reported by NASDAQ.

             i.  Stock Purchase Account. The term "Stock Purchase Account' shall
                 mean the individual account established by NCS to which payroll
                 deductions are credited under the Plan.

             j.  Regular  Employee.   The  term  "Regular  Employee"  means  all
                 employees of NCS (including officers and directors who are also
                 employees),  except  employees  who  are  classified  by NCS as
                 temporary employees whose customary  employment is for not more
                 than 5 months in any calendar year.

Section 3.   Eligible Employees

    3.1      All Regular  Employees of NCS shall be eligible to  participate  in
             the Plan on employment by NCS.

    3.2      No employee shall be granted any option hereunder if such employee,
             immediately after the option is granted, would own stock possessing
             5% or more of the  total  combined  voting  power  or  value of all
             classes of stock of NCS or of its parent or subsidiary corporation.

Section 4.   Election to Participate

    4.1      An  eligible  employee  may  elect to  participate  in this Plan by
             completing  an  Enrollment  Form  and  submitting  it  to  the  NCS
             Corporate Secretary.

    4.2      Participation  in the Plan will begin as soon as practicable  after
             receipt of the Enrollment Form by the NCS Corporate Secretary.

    4.3      Participation  in the  Plan  on the  part  of  the  Participant  is
             voluntary and such  participation is not a condition of employment,
             nor does  participation  in the Plan  entitle a  Participant  to be
             retained as an employee.

Section 5.   Purchase Price

    5.1      The  purchase  price for each  share of Stock will be the lesser of
             the following:

             a.  85% of Fair  Market  Value on the  first  business  day of each
                 Purchase Period; or

             b.  85% of Fair  Market  Value  on the  last  business  day of each
                 Purchase Period.

Section 6.   Payroll Deductions

    6.1      A  Participant  may elect payroll  deductions in whole  percentages
             from two to ten percent of Current Compensation.

    6.2      A Participant may elect at any time, but only once in any six-month
             period,  to increase or reduce the amount of the payroll  deduction
             within  the   limitations  of  Section  6.1  by  submitting  a  new
             Enrollment Form with the payroll deduction portion  completed.  The
             effective date of the change will be as soon as  practicable  after
             receipt of the Enrollment Form by the NCS Corporate Secretary.

    6.3      Payroll  deductions  will be  credited to the  Participant's  Stock
             Purchase Account on each payroll payment date.

Section 7.   Stock Purchase Account

    7.1      All funds withheld from a  Participant's  Current  Compensation  in
             accordance with the payroll  authorization shall be credited to the
             Participant's  Stock Purchase  Account.  A Participant may not make
             any separate cash payments into the  Participant's  Stock  Purchase
             Account.

    7.2      At the end of each  Purchase  Period,  the largest  whole number of
             shares of Stock that can be purchased  will be  purchased  for each
             Participant  who has not  withdrawn  from the  Plan.  The  purchase
             amount,  calculated in accordance with Section 5.1, will be charged
             to the Participant's Stock Purchase Account.

    7.3      Excess funds  remaining in a Participant's  Stock Purchase  Account
             after  purchase  of Stock  because  the  amount  of such  excess is
             insufficient  to  purchase  one whole share of Stock will remain in
             the  Stock  Purchase   Account.   Excess  funds  remaining  in  the
             Participant's  Stock Purchase  Account for any other reason will be
             returned to the Participant  after the end of each Purchase Period,
             but in no case more than thirty days after the end of the  Purchase
             Period.

    7.4      Each   Participant   will  be   provided  an   accounting   of  the
             Participant's Stock Purchase Account as soon as practical after the
             end of each Purchase  Period,  but in no case more than thirty days
             after the end of the Purchase Period.

    7.5      No Participant shall be permitted to purchase Stock under this Plan
             (and any other employee  stock purchase plan  maintained by NCS and
             its  parent or  subsidiary  corporations,  if any) at a rate  which
             exceeds  $25,000 in Fair Market Value of capital Stock  (determined
             at the time the option is granted) for each  calendar year in which
             such option granted to such Participant is outstanding at any time.

Section 8.   Stock Certificates

    8.1      As soon as practical  after the end of each  Purchase  Period,  NCS
             will deliver to Participants  certificates  representing the shares
             of Stock purchased.

    8.2      NCS will not be required to issue or deliver  any  certificate  for
             Stock  purchased  under this Plan prior to  registration  under the
             Securities Act of 1933, or  registration  or filing under any state
             law, if such  registration or filing is required.  NCS will use its
             best efforts to accomplish such registrations or filings, including
             amendments  thereto,  but  delivery of Stock by NCS may be deferred
             until required registrations or filings are accomplished.

    8.3      A   Participant   shall  have  no   interest  in  the  Stock  until
             certificates for such Stock are issued.

    8.4      All  certificates  issued under the Plan shall be registered in the
             name of the  Participant or jointly in the name of the  Participant
             and another person, as the Participant may direct by completing the
             Enrollment Form.

Section 9.   Withdrawal or Termination

    9.1      A Participant  may at any time by written notice  withdraw from the
             Plan. Once a Participant  withdraws from the Plan, that Participant
             shall  not be  eligible  to  reenter  the Plan for a period  of six
             months.

    9.2      Payroll deductions will cease upon notice of withdrawal except that
             a  deduction  will be made on the next  unpaid  payroll  where  the
             withdrawal notice is received after the cut-off date for changes to
             such payroll.

    9.3      Participation   under  the  Plan  will   cease  upon  the  date  of
             termination from employment or death.

    9.4      Funds  accumulated in the Stock  Purchase  Account of a Participant
             who has  withdrawn  from the Plan or has  terminated  participation
             under the Plan,  in  accordance  with Sections 9.2 and 9.3, will be
             held in the Account until the end of the current  Purchase  Period.
             At that  time  the  funds  will be paid to the  Participant  within
             thirty days after the end of the  Purchase  Period;  however,  if a
             Participant's  withdrawal  or  termination  is at  the  end  of the
             current  Purchase  Period so that funds were withheld from the last
             payroll of the current Purchase Period,  Stock will be purchased to
             the extent possible in accordance with Section 7.2 before remaining
             funds are paid to the Participant.

    9.5      Approved  leaves of absence  shall not be deemed a  termination  of
             employment for purposes of Section 9.

    9.6      A Participant  may designate in writing to the Corporate  Secretary
             the Beneficiaries to receive any distribution under the Plan in the
             event of the  Participant's  death. If no beneficiary is named, the
             distribution  will be paid to the first of the following classes of
             persons in which there is anyone living (and if there are more than
             one living in such class, then in equal shares to them):

                    Participant's widow or widower
                    Participant's  surviving  issue  (per  stirpes  and  not per
                    capita)   
                    Participant's surviving parents   
                    Participant's surviving brothers and sisters 
                    Executor or administrator of Participant's estate

Section 10.  Transferability

    10.1     Any and all rights a  Participant  may have under this Plan may not
             be  assigned,  transferred,  pledged or  hypothecated  (whether  by
             operation  of  law or  otherwise)  and  shall  not  be  subject  to
             execution, attachment or similar process. Any attempted assignment,
             transfer, pledge, hypothecation,  other disposition of such rights,
             or levy or attachment or similar process shall be null and void and
             without  effect.  Only the Participant may purchase stock under the
             Plan.

    10.2     The funds  accumulated  in the Stock  Purchase  Account  may not be
             assigned, transferred,  pledged or hypothecated in any way, and any
             attempted  assignment,  transfer,  pledge,  hypothecation  or other
             disposition of the funds  accumulated in the Stock Purchase Account
             shall be null and void and without effect.

Section 11.  Effective Date and Amendment or Termination of Plan

    11.      The Plan was adopted by the Board of  Directors  of NCS on March 3,
             1998. The Plan must be approved by the Shareholders of NCS at their
             Annual  Meeting  to be held on May 21,  1998.  This  1998 Plan will
             become  effective  for the Purchase  Period  beginning May 1, 1998.
             Should  approval  not be granted this Plan will  terminate  and all
             funds  held  in  Stock  Purchase   Accounts  will  be  refunded  to
             Participants.

    11.2     The Plan shall  automatically  terminate on January 31, 2008 unless
             extended by the Board of  Directors.  The Board of Directors may by
             resolution  extend the Plan for one or more  additional  periods of
             five years each.

    11.3     The Board of Directors may at any time  terminate or amend the Plan
             except that no amendment  shall be made without  prior  approval by
             the  Shareholders  which would  authorize  the sale of more than an
             aggregate of 500,000  shares of Stock,  (after giving effect to the
             2-for-1 stock split  effected in the form of an 100% stock dividend
             as approved by the NCS Board of Directors on March 3, 1998), except
             as provided in Section 13.

    11.4     Upon  termination  of the  Plan,  the  accumulated  funds  in  each
             Participant's  Stock Purchase  Account will be used to purchase the
             largest  number of whole shares of Stock as  possible.  Any balance
             remaining after said purchase shall be refunded to the Participant.

Section 12.  Administration

    12.1     The Plan shall be  administered  by the NCS Board of Directors.  In
             administering the Plan, it will be necessary to follow various laws
             and  regulations.  The  Board of  Directors  may from  time to time
             interpret  the  Plan to  conform  with  the  law,  to meet  special
             circumstances  not  anticipated or covered in the Plan, or to carry
             on  successful  operations  of the Plan.  Determinations  as to the
             interpretation  and  operation  of this  Plan  shall be  final  and
             conclusive.

    12.2     No charge will be made by NCS against the funds  received from each
             Participant for purchase of Stock under the Plan.

    12.3     All expenses and fees incurred by NCS in the administration of this
             Plan will be borne by NCS.  However,  all  brokerage  fees or other
             expenses   incurred  by  a  Participant  in  selling  or  otherwise
             transferring shares of Stock will be borne by the Participant.

Section  13. Adjustment  in  Shares  Available  under  the  Plan,   Merger  or
             Consolidation

    13.1     If the  outstanding  shares  of  Stock  are  increased,  decreased,
             changed into or exchanged for a different  number or kind of shares
             of securities of NCS, or shares of a different par value or without
             par  value,   through   split,   amendment  to  NCS'   Articles  of
             Incorporation,   or  reverse  stock  split,   an   appropriate   or
             proportionate adjustment shall be made in the maximum number and/or
             kind of securities to be sold under this Plan with a  corresponding
             adjustment  in the  purchase  price to be paid for each share to be
             purchased under this Plan.

    13.2     If NCS is merged into or consolidated with one or more corporations
             during the term of the Plan, appropriate  adjustments shall be made
             to give effect  thereto on an equitable  basis in terms of issuance
             of  shares  of  the   corporation   surviving  the  merger  or  the
             consolidated corporation, as the case may be.

Section 14.  Stock to Be Sold

    14.1     Stock to be issued and sold under the Plan will be unissued stock.

    14.2     The  number of shares of Stock to be sold  under the Plan shall not
             exceed  500,000  shares,  except as provided in Section 13. If such
             limitation  would  otherwise  be  exceeded at the end of a Purchase
             Period  the  remaining   shares  of  Stock  will  be  allocated  to
             Participants  pro-rata  on the  basis of the  funds  in each  Stock
             Purchase Account.

Section 15.  Funds in Stock Purchase Account

    15.1     The  funds  in the  Participant's  Stock  Purchase  Account,  after
             receipt by NCS,  shall be under the direction of NCS and applied to
             the payment of stock  purchased or refunded to the  Participant  in
             accordance with the Plan as set forth herein.

    15.2     Funds held by NCS in the Stock  Purchase  Accounts are held for the
             benefit of the  Participants  but may be commingled  with other NCS
             funds.

    15.3     No interest will be accumulated or paid by NCS on funds held in the
             Stock Purchase Accounts.

Section 16.  Construction; Notices

    16.1     NCS intends that the Plan qualify as an  "Employee  Stock  Purchase
             Plan" under  Section 423 of the Internal  Revenue Code of 1986,  as
             amended, if approved by the NCS Shareholders;  therefore,  the Plan
             shall be construed in a manner consistent therewith if so approved.
             All  Participants   shall  have  the  same  rights  and  privileges
             consistent with the terms of the Plan.

    16.2     Notices to the Board of Directors shall be addressed as follows:

                                    National Computer Systems, Inc.
                                    Attention: Corporate Secretary
                                    11000 Prairie Lakes Drive
                                     P.O. Box 9365
                                    Minneapolis, MN 55440