LIBERTY MINT, LTD COMPENSATION PLAN

Liberty Mint, Ltd., a Nevada  corporation  (the  "Company"),  hereby adopts This
Compensation Plan of Liberty Mint,  Ltd.(the "Plan") this 11th day of September,
2000.  Under the Plan,  the  Company  will  issue one  hundred  eighty  thousand
(180,000)  shares of the Company's  common stock, par value $0.001 (the "Stock")
to Richard D. Surber,  a consultant to the Company,  on the terms and conditions
set forth in that certain fee  agreement  dated  September  11, 2000 between the
Company and Richard D. Surber  ("Benefits").  Benefits are being  granted  under
this Plan to Richard D. Surber for bona fide services rendered to the Company by
him, which services were not in connection  with the offer or sale of securities
in a capital-raising transaction. No stock will be issued under the benefit plan
to Richard D. Surber for  directly or  indirectly  promoting  or  maintaining  a
market for the Company's securities.

1. Purpose of the Plan.  The Plan is intended to  compensate a consultant to the
Company  for  services  rendered to the Company in  preparing  and filing  Forms
10-SB, 10-KSB and 10-QSB and amendments thereto with the Securities and Exchange

2. Shares of Stock Subject to this Plan. A total of One Hundred Eighty  Thousand
(180,000)  shares of Stock will be subject to, or issued  pursuant to,  Benefits
granted under this Plan.

3.  Eligibility.  Richard D.  Surber is the only  person who will be eligible to
receive shares of stock under this plan.

4.  Withholding.   The  Company  will  make  no  withholdings  pursuant  to  the
requirements of the Internal  Revenue Code of 1986, as amended (the "Code"),  or
applicable state or local laws, the Company will not make any payments on behalf
of Richard D. Surber,  who will be subject to paying any and all taxes owed as a
result of benefits paid under this plan.

5.  Expiration  and  Termination  of this Plan.  This Plan may be  abandoned  or
terminated  at any time by the  written  consent of the  Company  and Richard D.
Surber.  This Plan shall otherwise  terminate on the earlier of the date that is
one year from the date first appearing in this Plan or the date on which the one
hundred eighty thousandth share is issued hereunder.

ATTEST:


/s/ Dan Southwick
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Dan Southwick, President and CEO