NATIONAL TECHNICAL SYSTEMS INC /CA/
2006 LONG-TERM INCENTIVE PLAN
<DOCUMENT>
<TYPE>EX-10.12
<SEQUENCE>3
<FILENAME>d70133_ex10-12.txt
<DESCRIPTION>2006 LONG-TERM INCENTIVE PLAN
<TEXT>

EXHIBIT 10.12

                        NATIONAL TECHNICAL SYSTEMS, INC.
                          2006 LONG-TERM INCENTIVE PLAN

8.    ARTICLE 1 - PURPOSE

      The purpose of National Technical Systems,  Inc. 2006 Long-Term  Incentive
      Plan is to retain the services of select  employees of National  Technical
      Systems,  Inc.  and  any  successor  thereof  (the  "Corporation")  and to
      motivate them to contribute to the growth and profits of the  Corporation.
      This Plan is intended to comply with the provisions of Section 409A of the
      Internal  Revenue  Code of 1986,  as amended  (the  "Code"),  and shall be
      interpreted in a manner consistent with that intention.

9.    ARTICLE 2 - DEFINITIONS

      For purposes hereof,  unless otherwise  clearly apparent from the context,
      where the  following  terms  appear as proper  nouns,  they shall have the
      meanings indicated below.

2.1   Beneficiary:  Any person or persons (including,  without  limitation,  the
      trustees of any  testamentary  or inter vivos trust),  as designated  from
      time to time in writing pursuant to Article 5, to whom any benefits may be
      payable upon the death of a Participant.

2.2   Cause: Behavior of a Participant which constitutes any of the following:

      a.    Willfully   engaging  in  gross   misconduct   with  regard  to  the
            Corporation which is materially injurious to the Corporation,

      b.    Gross negligence in the performance of the Participant's  duties and
            responsibilities which is materially injurious to the Corporation,

      c.    Refusal to follow  proper and  achievable  written  direction of the
            Board of  Directors,  provided  that this  shall not be Cause if the
            Participant  in good faith  believed  the  direction  to be illegal,
            unethical  or immoral  and  provides  written  notification  of such
            belief to the Board of Directors,

      d.    Being  convicted  of  (or  pleading  nolo  contendere  to) a  felony
            involving  financial  impropriety  (or any other  crime  which would
            materially interfere with his service),

      e.    Willfully  breaching  any material  obligations  under any agreement
            with the Corporation without proper justification,

      f.    Material fraud or dishonesty with regard to the  Corporation  (other
            than good faith expense account disputes),

      g.    Refusal to attempt to perform the Participant's responsibilities and
            duties after written notice, and

      h.    Entering  into  competition  with  the  Corporation  in any  line of
            business  in  which  the   Corporation   was  involved   during  the
            Participant's employment.

2.3   Change of Control: A change in the ownership of the Corporation,  a change
      in the effective

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      control of the  Corporation  or a change in the ownership of a substantial
      portion of the assets of the Corporation as provided under Section 409A of
      the Code, as amended from time to time, and any Internal  Revenue  Service
      guidance,  including Notice 2005-1,  and regulations  issued in connection
      with Section 409A of the Code.

2.4   Committee:  The  Compensation  Committee  of the Board of Directors of the
      Corporation,  or such other persons as may be selected by the Compensation
      Committee or the Board of Directors to administer  the Plan. The Committee
      may assign some of the routine administrative  functions to any department
      of the Corporation or another organization as approved by the board..

2.5   Corporation:  National Technical Systems, Inc., a California  corporation,
      and any successor  thereof,  including any affiliated  company that adopts
      this Plan with the consent of the Board of Directors of the Corporation.

2.6   Disabled or Disability: The circumstance where, by reason of any medically
      determinable  physical or mental impairment that can be expected to result
      in death or can be  expected to last for a  continuous  period of not less
      than 12 months, the Participant is (i) unable to engage in any substantial
      gainful  activity,  or (ii) receiving  income  replacement  benefits for a
      period of not less than three  months  under an  accident  and health plan
      covering  employees  of the  Corporation.  For  purposes of the Plan,  the
      determination of a Participant's disability shall be made by the Committee
      with the  Participant's  participation  or the  participation of his legal
      representative.   The  Committee  shall  make  the  final  and  conclusive
      determination  of disability  based upon all the evidence  presented to it
      and  after  due   consideration  of  the  information   presented  by  the
      Participant or his legal representative.

2.7   Grant Date: The effective date on which the Committee grants Phantom Stock
      Full-Value or Phantom Stock Appreciation-Only Shares to a Participant.

2.8   Grant Price: The Value of a share of Phantom Stock on the Grant Date.

2.9   Maturity  Date:  The date on which a  Participant's  vested  Phantom Stock
      Full-Value or Phantom  Appreciation-Only Shares are deemed to mature under
      Section 4.1(a) below.

2.10  Maturity  Price:  The Value of a share of  Phantom  Stock on the  Maturity
      Date.

2.11  Participant:  An employee and/or officer of the Corporation  designated by
      the Committee to be eligible for  participation  in the Plan, who executes
      and returns to the Committee all forms necessary for  participation in the
      Plan, including a related Participation Agreement if applicable.

2.12  Participation  Agreement:  A  written  award  agreement  executed  by  the
      Corporation  and  Participant.  The Board  shall  determine  the terms and
      conditions set forth in those award agreements in its sole discretion. The
      Phantom  Stock award  agreements  shall  indicate  the extent to which the
      Phantom Stock rights are Phantom Appreciation-Only Shares or Phantom Stock
      Full-Value  Shares,  the Grant Price of those Phantom  Stock  rights,  the
      Grant Date, and the applicable vesting schedules. The Board shall be under
      no  obligation  to grant  Phantom  Stock  rights on a uniform  basis among
      Participants.

<PAGE>

2.13  Phantom Stock  Appreciation-Only  Shares:  A form of Phantom Stock wherein
      the Participant  receives a contractual  right to receive the appreciation
      in the Value of a share of Phantom Stock pursuant to the Plan.

2.14  Phantom  Stock:  Phantom  Stock  represents  a mere  contractual  right to
      payment of certain  compensation  in the future;  not actual capital stock
      of, or ownership equity, in the Corporation or its assets.

2.15  Phantom  Stock  Full-Value  Shares:  A form of Phantom  Stock  wherein the
      Participant  receives a  contractual  right to receive the full Value of a
      share of Phantom Stock pursuant to the Plan.

2.16  Plan: The National Technical Systems,  Inc. 2006 Long-Term  Incentive Plan
      effective September 7, 2006, including any Participation Agreement, and as
      from time to time amended and in effect.

2.17  Specified Employee: A person who is a specified employee as defined in the
      regulations  issued  under  Section  409A  of the  Code.  otherwise)  of a
      Participant's service as an employee of the Corporation;  provided that no
      Termination  of  Service  will  be  deemed  to  have  occurred  unless  it
      constitutes a "separation from service" within the meaning of Code Section
      409A and the regulations thereunder.

2.19  Value:  The Value of a share of Phantom  Stock for any given date shall be
      the diluted earnings per share of the Corporation  weighted over the prior
      three fiscal years,  as  recommended  by the Committee and approved by the
      board,  from the  books  and  records  of the  Corporation  maintained  in
      accordance with the Corporation's customary accounting practices as of the
      close of the  Corporation's  fiscal  year that  immediately  precedes  the
      applicable  Maturity Date of that Phantom Stock.  The diluted earnings per
      share for each year will be weighted 50% for the most recent year, 35% for
      the preceding year and 15% for the second most recent year.  This weighted
      average is  multiplied  by twenty to determine the Phantom Stock Value for
      the purposes of the Plan.

      The Board's determination of diluted earnings per share and Value shall be
      conclusive  unless proven to be arbitrary and  capricious.  No Participant
      has the right to review the  Corporation's  books and  records  beyond the
      Corporation's statement of income for the relevant three years.

10.   ARTICLE 3 - ELIGIBILITY, GRANT AND VESTING

3.1   Eligibility/Grant.  Eligibility  to  commence  participation  in this Plan
      shall be  restricted  to  those  employees  and  officers  recommended  by
      management and approved by the board.  s As a condition of  participation,
      eligible  individuals  shall  timely  complete  all  forms  necessary  for
      participation  in the  Plan  under  this  Section,  as  determined  by the
      Committee.  A  Participant  shall be  entitled  to  benefits,  if any,  in
      accordance with this Plan.

3.2   Grant of Phantom Stock Rights.  The Board, in its sole discretion,  may at
      any time grant to one or more  Participants  Phantom  Stock rights on such
      terms  and  conditions,  not  inconsistent  with the  terms  of this  Plan
      document,  as recommended  by the  Committee.  All grants of Phantom Stock
      rights shall be evidenced by a Participation Agreement. The Board shall be

<PAGE>

      under no obligation to grant Phantom Stock rights on a uniform basis among
      Participants.

3.3   Vesting.  The  Participation  Agreement  shall  vest as set  forth  in the
      Participation Agreement.

                  Except as otherwise provided for above or in the Participation
      Agreement, the Participant shall cease vesting in his or her Phantom Stock
      Full-Value Shares and Phantom  Appreciation-Only  Shares in the event of a
      Termination  of  Service  for any  reason as well as upon a  Participant's
      Disability,  the Change of Control of the Company,  or the  termination of
      the Plan. The  Participant's  unvested Phantom Stock Full-Value Shares and
      Phantom  Appreciation-Only Shares shall terminate on such date. No Phantom
      Stock rights will be reinstated upon re-employment  unless granted anew by
      the Board in its sole discretion.

11.   ARTICLE 4 - BENEFITS

4.1   Phantom Stock Full Value and Phantom Appreciation-Only Shares.

      a)    Entitlement to Benefits  (Maturity).  A Participant's vested Phantom
            Stock Full-Value and Phantom  Appreciation-Only  Shares shall mature
            and the Participant shall be entitled to receive the amount provided
            for in Section 4.1(b) below for such vested Phantom Stock Full-Value
            and Phantom  Appreciation-Only Shares commencing upon the earlier of
            the following dates  ("Maturity  Dates"):  (i) the date on which the
            Participant becomes Disabled; (ii) the date on which the Participant
            dies;  (iii)  the date on which  Participant  has a  Termination  of
            Service  for  any  reason  other  than  Cause;  (iv)  the  specified
            effective  date of a Change of Control of the  Corporation,  and (v)
            the fourth  anniversary of the grant year of the Shares. In the case
            of a Maturity Date  described in clauses (i) through (v) above,  any
            unvested  Phantom  Stock  Full-Value  and Phantom  Appreciation-Only
            Shares  and  all  rights  to  payment  with  respect  thereto  shall
            terminate on such Maturity Date.

      b)    Payment Amount and Timing.

                  (i)   Phantom   Appreciation-Only   Shares.  For  each  vested
                        Phantom  Appreciation-Only  Share, the Participant shall
                        be  entitled  to receive an amount in cash that is equal
                        to the Maturity  Price as of the Maturity  Date less the
                        Grant Price of the Phantom Appreciation-Only Share.

                  (ii)  Phantom Stock Full-Value Shares. For each vested Phantom
                        Stock  Full-Value   Share,  the  Participant   shall  be
                        entitled  to  receive an amount in cash that is equal to
                        the Maturity Price of the Phantom Stock Full-Value Share
                        as of the Maturity Date.

                  (iii) Form and  Timing of  Payment.  Distributions  of Phantom
                        Stock  Full-Value  Shares or  Phantom  Appreciation-Only
                        Shares  will  be  paid  in a lump  sum on the  90th  day
                        following  the  applicable  Maturity  Date or the  first
                        business  day  thereafter  if  the  90th  day  is  not a
                        business day. Notwithstanding this Section 4.1(b) to the
                        contrary,  distributions  of  Phantom  Stock  Full-Value
                        Shares  or  Phantom  Appreciation-Only  Shares  shall be
                        delayed   in  the  event  the   Corporation   reasonably
                        anticipates   that  the  payment   would   constitute  a
                        violation   of   applicable   law.   Additionally,   the
                        Corporation   shall   have   the   authority   to  delay
                        distributions  to  the  extent  it  deems  necessary  or
                        appropriate

<PAGE>

                        to comply with Section  409A(a)(2)(B)(i) of the Internal
                        Revenue Code of 1986,  as amended  (relating to payments
                        to certain "key  employees"  of certain  publicly-traded
                        companies); in such event, any distribution to which the
                        Participant  would  otherwise be entitled during the six
                        (6) month period following the date of the Participant's
                        Termination  of Service will be distributed on the first
                        business day  following  the  expiration of such six (6)
                        month period.

                  (iv)  Termination of Service with Cause. Any provision in this
                        Plan to the contrary notwithstanding, if the Participant
                        has a Termination of Service for Cause,  then all vested
                        and  unvested   Phantom  Stock  Full-Value  and  Phantom
                        Appreciation-Only  Shares shall terminate as of the date
                        of Termination of Service and the Participant  shall not
                        be entitled to receive any amount for such Phantom Stock
                        Full-Value or Phantom Appreciation-Only Shares.

4.2   Tax Liability.  The  Participant is ultimately  liable and responsible for
      all taxes owed by the  Participant  in  connection  with any  distribution
      under the Plan,  regardless  of any action taken by the  Corporation  with
      respect to any tax withholding obligations that arise in connection with a
      Participant's participation in the Plan.

12.   ARTICLE 5 - BENEFICIARY

5.1   Designation.  At the time  participation in the Plan commences,  or at any
      later  date,  each  Participant  shall  designate  a  Beneficiary  on  the
      Designation Beneficiary Form (attached hereto as Exhibit A) to receive any
      benefits  that may  become  payable  hereunder  in the event of his or her
      death  (Beneficiary  Designation).  A  Participant  may  change  any  such
      Beneficiary  at any time prior to his or her death upon written  notice to
      the Corporation.

5.2   Subsequent  Beneficiary  Designations.  If the Participant shall have made
      more than one Beneficiary  Designation,  the Beneficiary  Designation most
      recently filed with the Corporation prior to the time of the Participant's
      death shall govern.

5.3   No Beneficiary  Designation.  If any amounts under the Plan become payable
      following a Participant's death at a time when no Beneficiary  Designation
      is applicable or when no Beneficiary is in existence,  such payments shall
      be made in a lump sum to such Participant's  surviving spouse, or if none,
      such amounts shall be paid to such Participant's estate.

13.   ARTICLE 6 - MISCELLANEOUS

6.1   Amendment and Termination. The Corporation,  acting through the Committee,
      reserves  the  right to  amend,  in whole or in part,  in  writing,  or to
      terminate  this  Plan at any  time  and in its  sole  discretion,  with or
      without notice;  provided,  however,  that no such action shall reduce the
      amount of a Participant's  vested Termination Benefit prior to the date of
      any such amendment or  termination.  Any provision  herein to the contrary
      notwithstanding,   amendment  or   termination   of  the  Plan  shall  not
      accelerate,  directly or indirectly, the date on which distribution of any
      then vested benefit is to be paid unless such  acceleration  complies with
      the requirements of Code Section 409A and the regulations  thereunder.  In
      addition,  notwithstanding  any provision  herein to the contrary,  if the
      Corporation  determines,  after a review of the final  regulations  issued
      under Section 409A of the Code and all applicable Internal Revenue Service
      guidance, that this Plan should be amended to avoid triggering the tax and
      interest  penalties  imposed by Section 409A of the Code, the  Corporation
      may amend

<PAGE>

      this Plan to the extent necessary to avoid triggering the tax and interest
      penalties imposed by Section 409A of the Code.

6.2   Insurance:  The Corporation may purchase one or more insurance policies on
      the life of a Participant,  as a means of providing,  in whole or in part,
      for the payment of benefits hereunder. However, in such event neither such
      Participant,  his designated Beneficiary,  nor any other beneficiary shall
      have any rights  whatsoever  therein  or in the  proceeds  therefrom.  The
      Corporation  shall be the sole owner and beneficiary of any such insurance
      policy and shall  possess and may  exercise  all  incidents  of  ownership
      therein.  No such policy,  policies or other property shall be held in any
      trust for a Participant or any other person or as collateral  security for
      any  obligation  of the  Corporation  hereunder.  This Plan shall under no
      circumstances be deemed to constitute a contract of insurance.

6.3   No Contract of Employment:  The Plan shall under no circumstance be deemed
      to have any  effect  upon the terms or  conditions  of  employment  of any
      employee  of the  Corporation  whether  or not he or she is a  Participant
      hereunder.  Neither the offering of the Plan, the payment of any expenses,
      costs or  benefit  amounts  associated  with the Plan,  nor any  documents
      published in connection with the Plan shall be construed as having created
      a contract of employment between the Participant and the Corporation.  Nor
      shall it affect any right that the  Corporation  may have to terminate the
      service of such person at will.

6.4   Benefits not  Transferable:  Benefits under this Plan shall not be subject
      in any manner to anticipation,  alienation,  sale,  transfer,  assignment,
      pledge or encumbrance by any Participant or Beneficiary and any attempt to
      do so shall be null and  void.  Benefits  under  this  Plan  shall  not be
      subject to or liable for the debts, contracts, liabilities, engagements or
      torts of any Participant or any  Beneficiary,  nor may the same be subject
      to  attachment  or  seizure  by any  creditor  of any  Participant  or any
      Beneficiary under any circumstances.

6.5   Capital  Structure  Adjustments.  In the  event of a change in the form of
      entity,   recapitalization,    reorganization,    merger,   consolidation,
      separation,  financing,  or like change in the  organizational  or capital
      structure of the Corporation, the Committee shall make such changes to the
      Plan as the Committee deems appropriate.  These changes shall include, but
      are  not  limited   to,   changes  to  the   definition   of  "Value"  and
      "Corporation".  The Board's  determination  shall be final,  binding,  and
      conclusive.  The  Committee  shall  interpret  this section in a manner it
      believes (in its  discretion)  to be  consistent  with the intent to place
      Participants  in  substantially  the same economic  position as they would
      have had in the  absence of such an  organizational  or capital  structure
      change.

                        The Plan  shall  not  affect,  in any way,  the right or
      power  of  the  Corporation  to  make   adjustments,   re-classifications,
      reorganizations, or changes of its capital or business structures, to make
      distributions  to its  shareholders,  or to merge or to  consolidate or to
      dissolve,  liquidate  or sell,  or transfer all or part of its business or
      assets.

6.6   No Trust:  No action by the  Corporation  or its Board of Directors  under
      this Plan shall be construed as creating a trust,  escrow or other secured
      or segregated fund or other fiduciary relationship of any kind in favor of
      any Participant or Beneficiary or any other persons otherwise  entitled to
      benefits under the Plan. The status of the Participant and any Beneficiary
      with respect to any liabilities assumed by the Corporation hereunder shall
      be  solely  that of  unsecured  creditors  of the  Corporation.  The  Plan
      constitutes a mere promise by

<PAGE>

      the  Corporation  to make benefit  payments in the future.  Any  insurance
      policy  or  any  other  asset  acquired  or  held  by the  Corporation  in
      connection with liabilities  assumed by it hereunder,  shall not be deemed
      to be held under any trust,  escrow or other secured or segregated fund or
      other fiduciary  relationship of any kind for the benefit of a Participant
      or Beneficiary or to be security for the performance of the obligations of
      the   Corporation,   but  shall  be  and  remain  a  general,   unpledged,
      unrestricted  asset of the  Corporation at all times subject to the claims
      of general  creditors of the Corporation.  Notwithstanding  the foregoing,
      the Corporation may transfer assets.

6.7   Plan Administration:  The Plan shall be administered by the Committee. The
      Board and Committee  shall have the exclusive  authority,  sole discretion
      and  responsibility  for all matters in connection  with the operation and
      administration  of the Plan.  The  Committee's  powers  and  duties  shall
      include, but not be limited to, the following:  (a) responsibility for the
      compilation  and  maintenance of all records  necessary in connection with
      the Plan; (b)  authorizing  the payment of all benefits under and expenses
      of the Plan;  (c)  authority  to engage such legal,  accounting  and other
      professional  services  as it may deem  proper.  The board  shall have (a)
      authority  to  interpret   the  Plan;   and  (b)  authority  to  determine
      eligibility  for benefits under the Plan and to resolve all issues of fact
      and law in connection with such determination.  Decisions by the Board and
      Committee shall be final and binding upon all parties.

      The  Committee,  from  time to time,  may  allocate  to other  persons  or
      organizations  any of its rights,  powers,  and duties with respect to the
      operation and  administration  of the Plan. Any such  allocation  shall be
      reviewed from time to time by the Committee;  shall,  unless the Committee
      specifies otherwise,  carry such discretionary  authority as the Committee
      possesses  regarding the matter;  and shall be terminable upon such notice
      as the  Committee in its sole  discretion,  deems  reasonable  and prudent
      under the circumstances.

6.8   Satisfaction of Claims: Any payment to a Participant or Beneficiary or the
      legal  representative of either, in accordance with the terms of this Plan
      shall to the extent  thereof be in full  satisfaction  of all claims  such
      person may have against the Corporation.  The Corporation may require such
      payee,  as a condition to such  payment,  to execute a receipt and release
      therefore in such form as shall be determined by the Corporation.

6.9   Governing Law: The Plan shall be construed,  administered, and governed in
      all  respects  in  accordance  with  the laws of the  State of  California
      without regard to applicable conflicts of law or choice of law principles.
      By electing to  participate  in the Plan,  each  Participant  on behalf of
      himself and his beneficiaries  irrevocably and unconditionally (a) submits
      to the exclusive personal jurisdiction of the United States Federal courts
      and the State of California  state courts  located in Los Angeles  County,
      California  ("California  Courts")  with respect to any lawsuit,  claim or
      cause of action  arising  under or with  respect to this Plan;  (b) agrees
      that  the   California   Courts  shall  have   exclusive   subject  matter
      jurisdiction over any such lawsuit,  claim or cause of action;  (c) agrees
      that venue with respect to any such  lawsuit,  claim or cause of action is
      proper and most convenient in such California  Courts;  and (d) agrees not
      to  assert  or  raise  any  objection  to  jurisdiction  or  venue  in the
      California   Courts.   BY  ELECTING  TO  PARTICIPATE  IN  THE  PLAN,  EACH
      PARTICIPANT,  ON  BEHALF OF  HIMSELF  AND HIS  BENEFICIARIES,  IRREVOCABLY
      WAIVES THE RIGHT TO A TRIAL BY JURY IN ANY AND ALL ACTIONS OR  PROCEEDINGS
      BROUGHT WITH RESPECT TO ANY  PROVISION OF THIS PLAN AND/OR WITH RESPECT

<PAGE>

      TO ANY CLAIMS ARISING OUT OF, OR RELATED TO, THIS PLAN.

6.10  Gender and Number: Words used herein in the masculine,  feminine or neuter
      gender shall be construed as though they were also used in another  gender
      in all cases where they would so apply.  Words used herein in the singular
      or plural  form shall be  construed  as though  they were also used in the
      other form in all cases where they would so apply.

6.11  Severability:  In  the  event  that  a  court  of  competent  jurisdiction
      determines  that any  provision of the Plan is in violation of any statute
      or public  policy,  only those  provisions  of the Plan that  violate such
      statute or public  policy shall be stricken.  All  provisions  of the Plan
      that do not violate any statute or public  policy  shall  continue in full
      force and effect.  Further,  any court order striking any provision of the
      Plan shall  modify the  stricken  terms as narrowly as possible to give as
      much  effect  as  possible  to  the  intentions  of  the   Corporation  in
      establishing the Plan.

6.12  Indemnification:  The  Corporation  agrees to and shall indemnify and hold
      harmless each  Indemnified  Person (as hereinafter  defined),  to the full
      extent  permitted by law and the  Corporation's  Articles of Incorporation
      and  Bylaws,  from and  against all  claims,  losses,  damages,  causes of
      action,  suits,  and  liability of every kind,  including  all expenses of
      litigation,  court  costs and  reasonable  attorney's  fees and  expenses,
      incurred in connection with the Plan. "Indemnified Person" shall mean each
      director,  officer,  Committee member, Claims Administrator or employee of
      the Corporation acting as a fiduciary of the Plan.

6.13  Expenses:  The  expenses of  administering  the Plan shall be borne by the
      Corporation.

6.14  Successors  and  Assigns:  This Plan  shall be binding on and inure to the
      benefit of the Corporation and the Participants  and their  Beneficiaries,
      and their respective heirs and assigns.

6.15  Captions. The captions of this Plan are descriptive only and do not affect
      the intent or interpretation of the Plan.

6.16  Notices.  Any notice  required or permitted to be given hereunder shall be
      in writing sent by either personal delivery, overnight delivery, or United
      Sates,  registered or certified  mail,  return receipt  requested,  all of
      which  shall be  properly  addressed  with  postage  or  delivery  charges
      prepaid,  to the Committee or  Participant at their  respective  addresses
      described  below,  or at such other addresses as either the Corporation or
      Participant may hereafter designate to the other in writing:

            To the Committee:    National Technical Systems, Inc. 2006
                                 Supplemental Executive Retirement Plan

                                 24007 Ventura Blvd. Suite 200

                                 Calabasas, California 91302

            To any Participant:  To the Participant's last known address as
                                 shown in the

<PAGE>

                                 Corporation's Human Resource Department records

            Notices sent by personal  delivery shall be deemed given upon actual
            receipt. Notices sent by overnight delivery shall be deemed given on
            the next business day. Notices sent via United States  registered or
            certified mail shall be deemed given two business days from mailing.

ACKNOWLEDGED:

National Technical Systems, Inc.


------------------------------------------------        ------------
By                                                      Date
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</DOCUMENT>
