COMPENSATION AGREEMENT

     This  Compensation  Agreement  (the  "Agreement")  is made this 17th day of
March 2000, by and between,  Chattown.com Network, Inc. ("Chattown") and Richard
D. Surber ("Surber").

     WHEREAS,  Surber has served as an  executive  officer of  Chattown,  in the
capacity  of  President  and as a  Director  of  Chattown  for the  period  from
September  17, 1999 until at least March 17, 2000 and for such  services has not
been paid any compensation for those services; and

     WHEREAS,  Chattown  believes  that the  services  provided  by  Surber,  as
President and a Director of Chattown, have provided valuable benefit to Chattown
and that Surber should be compensated for such services; and

     WHEREAS,  Chattown and Surber have agreed upon terms and conditions for the
transfer of such  compensation by Chattown to Surber as are set forth herein and
that such compensation  shall consist of Five Hundred Thousand  (500,000) shares
of the  common  stock of  Chattown  issued to Surber  under  the  provisions  of
Chattown's employee stock benefit plan.

     NOW, THEREFORE,  in consideration of the promises,  services provided,  the
covenants  and  agreements  contained  herein,  and for other good and  valuable
consideration,  the receipt  and  sufficiency  of which is hereby  acknowledged,
Chattown and Surber agree as follows:

1.   Employment.  Surber was  appointed as President and Director of Chattown on
     September 17, 1999 and has served in those positions continually through at
     least the 17th of March,  2000. During that period Surber has been the sole
     executive  officer of Chattown  and  responsible  for the  operation of the
     corporations operations and activities.  During this period Surber has been
     instrumental  in seeing that  Chattown  has  prepared and filed its 10-KSB,
     annual report,  the required 10-Q reports of the company,  two registration
     statements  under S-8 and a Schedule 14C,  various  consulting and purchase
     agreements have also been negotiated and entered into during this period.

2.   Compensation.  For the entire period during which Surber has served as both
     President  and  Director of Chattown he has not been paid any salary or any
     other form of compensation.  The parties hereto have agreed that reasonable
     and  justifiable  compensation  for his services to Chattown during the six
     month period of his service would be Five Hundred Thousand (500,000) shares
     of the common  stock of  Chattown,  valued at $0.07 per share (the  trading
     price of the  Chattown  shares on  September  17,  1999) and having a total
     value of $35,000,  issued to Surber pursuant to Chattown's employee's stock
     benefits plans as provided for by a filing under S-8 by Chattown.

3.   Release.  Surber and Chattown each agree that this compensation  represents
     full and complete  payment for all services  provided by Surber to Chattown
     during his term as  President  and Director of Chattown and that no further
     or additional  salary,  compensation,  reimbursement  or other  obligations
     arising  from this  employment  will be due or remain after the delivery of
     the above set forth  shares of common  stock to Surber for his  services as
     rendered through the 17th day of March 2000. Future  compensation  shall be
     as agreed upon between the parties at some future date.

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4.   Place of Service. All services provided by Surber were performed within the
     State of Utah.

5.   Governing Law. This Agreement was negotiated and is being contracted for in
     the state of Utah and shall be  governed  by the laws of the State of Utah,
     and the  United  States of  America,  notwithstanding  any  conflict-of-law
     provision to the contrary.

6.   Entire Agreement.  This Agreement contains the entire agreement between the
     parties hereto and supersedes any and all prior agreements, arrangements or
     understandings  between the parties  relating to the subject matter of this
     Agreement.  No oral understandings,  statements,  promises,  or inducements
     contrary to the terms of this Agreement exist.

IN WITNESS  WHEREOF,  the Parties have executed this Agreement on the date first
written above.

Chattown.com Network, Inc.
"Chattown"                                        Richard D. Surber
A Delaware Corporation                            An individual resident of Utah

By: /s/ BonnieJean C. Tippets                     /s/ Richard Surber
    -------------------------                     ------------------
Name:   BonnieJean Tippetts
Title:   Vice-President/Secretary



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