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                                                                 EXHIBIT 10.18
 
                                      1997
                               COMPENSATION PLAN

1.     CORPORATE STRUCTURE.

This 1997 Compensation Plan (this "Plan") outlines the compensation details for
the executive officers and corporate senior managers of Award Software
International, Inc. (the "Company" or "Award").  Currently, Award is organized
into three major groups: headquarters in Mountain View, Taiwan Office in Taipei
and European Office in Munich.  This organization supports the business needs
worldwide.  The general managers in Taiwan and Europe are responsible for the
financial performance of the Company for the regions under their management.
The senior managers in the headquarters have the responsibilities for corporate
financial performance, marketing, engineering and development, and financial
management.  The CEO has overall responsibility for the financial performance of
the Company.

2.     COMPENSATION PHILOSOPHY.

     The goals of the compensation program are to align compensation with
business objectives and performance and to enable the Company to attract, retain
and reward executive officers and other key employees who contribute to the
long-term success of the Company and to motivate them to enhance long-term
shareholder value.  Key elements of this philosophy are:

     . Total compensation should be sufficiently competitive with other high-
       growth companies in the software industry so that the Company can attract
       and retain qualified executives.

     . The Company maintains annual incentive opportunities sufficient to
       provide motivation to achieve specific operating goals and to generate
       rewards that bring total compensation to competitive levels.

     . The Company provides significant equity-based incentives for executives
       and other key employees to ensure that they are motivated over the long-
       term to respond to the Company's business challenges and opportunities as
       owners and not just as employees.

     BASE SALARY.  The Compensation Committee of the Board of Directors (the
"Committee") annually reviews each executive officer's base salary.  When
reviewing base salaries, the Committee considers individual and corporate
performance, levels of responsibility, prior experience, breadth of knowledge
and competitive pay practices.

     ANNUAL INCENTIVE.  The bonus targets for executive officers are
individually based.  The annual bonus is a variable pay program for officers and
other senior managers of the Company to earn additional annual compensation.
The actual bonus award earned depends on the extent to which Company and
individual performance objectives are achieved.  The Company's objectives
consist of operating, strategic and financial goals that are considered to be
critical to the 



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Company's fundamental long-term goal-building shareholder value. With respect to
officers and senior management other than the chief executive officer, the
Committee places considerable weight on the recommendations of the chief
executive officer.


     LONG-TERM INCENTIVES.  The Company's long-term incentive program consists
of the 1995 Stock Option Plan and the 1997 Equity Incentive Plan.  The option
program utilizes vesting periods (generally four years) to encourage key
employees to continue in the employ of the Company.  Through option grants,
executives receive significant equity incentives to build long-term shareholder
value.  Grants are made at 100% of fair market value on the date of grant.
Executives receive value from these grants only if the Company's Common Stock
appreciates over the long-term.  The size of option grants is determined based
on competitive practices at leading companies in the software development
industry and the Company's philosophy of significantly linking executive
compensation with shareholder interests.



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