In this paper,a value tree that integ rates human capital,structure capi tal,technology capital and market capital is described in detail to identify and exploit intellectual capi tal(IC).Subsequently,the method on how to assess IC is introduced,which is div ided into several steps:constructing index system,standardizing index and evaluating weight of every index.The evaluation model of IC is presented.The method is based on SE(system engineering)and AHP(Analysis of hierarchical process)approach.The evaluation model of IC presented in this paper is useful in solving the comple x relation among indexes and also mak es it convenient to develop software to assist evaluating IC.