<PAGE>

                                  EXHIBIT 10.7

                              Employment Agreement

         THIS EMPLOYMENT AGREEMENT ("Agreement") is made as of March 22, 2000,
(the "Effective Date") by and between Chequemate International, Inc., a Utah
corporation (referred to in this Agreement as the "Company"), whose address is
330 Washington Blvd., Suite 507, Marina del Rey, CA 90292-5146, and J. Michael
Heil, (referred to in this Agreement as "Employee"), whose address is 270 East
Flamingo Road, Unit no. 237, Las Vegas, NV 89109.

                                    Recitals

A. The Company is engaged in the business of launching a stereoscopic cable
television network and Internet media business and related products, and

B. Employee has substantial experience and expertise as an executive in the
cable television industry,

         NOW, THEREFORE, in consideration of the mutual promises and conditions
contained in this Agreement, the Company and Employee agree as follows:

1.   Employment and Duties. The Company shall employ Employee as Chief Executive
     Officer of the Company and its subsidiaries (hereinafter C-3D Digital), and
     Employee accepts that employment. Employee shall devote substantially all
     of his normal business time, attention, energy, knowledge, and skill solely
     and exclusively to performing all duties as Chief Executive Officer of the
     Company as assigned or delegated to him by the Board of Directors. Employee
     may continue to serve on Boards of Directors and he may participate in
     charitable organizations and activities and pursue other business interests
     which are not in direct conflict with the business of the Company.
     Employee's duties shall include, without limitation:

     a.  Marketing C-3D Digital and its products, nationally and
         internationally;
     b.  Establishing, and changing, if necessary, the organizational structure
         of C-3D Digital;
     c.  Establishing and carrying out plans for C-3D Digital's operation, sales
         and marketing, and the expansion and upgrading of its facilities and
         equipment;
     d.  Formulating annual operating and capital budgets for C-3D Digital;
     e.  Purchasing supplies, equipment, facilities and services for C-3D
         Digital;
     f.  Hiring, training and terminating employees of C-3D Digital and
         determining their remuneration and duties;
     g.  Negotiating binding contracts with suppliers and customers of C-3D
         Digital;
     h.  Negotiating debt or equity financing for C-3D Digital;
     i.  Arranging for accounting and legal services for C-3D Digital; and
     j.  Otherwise administering, supervising and carrying out the Business of
         C-3D Digital.

2.   Term.  This Agreement shall be for a term of forty eight (48) months.

3.   Compensation and Expenses.

     a.  Salary. In consideration of Employee's services to the Company, the
         Company will pay to Employee an annual salary of One Hundred Eighty
         Four Thousand Eight Hundred Dollars ($184,800.00), which shall be
         payable semimonthly on a prorated basis and from which the Company
         shall withhold and deduct all taxes required by federal and state laws
         and any other authorized deductions. The Company may, in its sole
         discretion, further increase Employee's salary, but it may not reduce
         it during Employee's employment with the Company.

     b.  Bonus, Incentive, Savings, and Retirement Plans. As Employee becomes
         eligible, Employee shall be entitled to participate in all bonus,
         incentive, stock option, savings, and retirement plans, policies, and
         programs made available by the Company to other peer employees of the
         Company.


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     c.  The Company shall pay the premiums on a term policy of life insurance
         covering Employee's life in the face amount of Two Million Dollars
         ($2,000,000.00) with the beneficiary to be determined by Employee.

     d.  To the extent it is available on commercially reasonable terms, provide
         and pay for comprehensive officer's and director's liability insurance
         for the Employee with respect to his position in the Company.

     e.  Employer hereby grants Employee the non-qualified option to purchase
         the following amounts of common stock of Employer (the "Shares") at the
         following purchase prices, and vesting times:

   One Hundred Twenty Five Thousand (125,000) shares at four cents ($.04) per
   share,
   One Hundred Twenty Five Thousand (125,000) shares at eight dollars ($8.00)
   per share,
   One Hundred Twenty Five Thousand (125,000) shares at sixteen dollars ($16.00)
   per share,
   One Hundred Twenty Five Thousand (125,000) shares at twenty four dollars
   ($24.00) per share, and
   One Hundred Twenty Five Thousand (125,000) shares at twenty eight dollars
   ($28.00) per share.

   The above optioned shares of a $.04 exercise price shall become vested as
soon as this Agreement is approved by the Board of Directors. At the end of six
months from the effective date, the above optioned shares of an $8.00 exercise
price shall become vested. At the end of twelve months from the effective date,
the above optioned shares of a $16.00 exercise price shall become vested. At the
end of eighteen months from the effective date, the above optioned shares of a
$24.00 exercise price shall become vested. At the end of twenty four months from
the effective date, the above optioned shares of a $28.00 exercise price shall
become vested.

   In the event of a merger or consolidation in which Employer is not the
consolidated or surviving corporation, or a proposed dissolution or liquidation
of the Company, or a sale of all or substantially all of the assets or capital
stock of the Company (collectively, a "Reorganization"), then the shares of
stock subject to the option but not yet vested shall automatically vest in full
so that each option shall, immediately prior to the effective date of the
Reorganization, become fully exercisable.

   The number of shares subject to this option shall be proportionately adjusted
for any change in the stock structure of Employer because of share dividends,
recapitalizations, reorganizations, mergers, or otherwise. The option is not
assignable. Employee shall retain the right to exercise any portion of the
option until March 31, 2005. The option may be exercised in whole or in part but
may only be exercised in lots of 1,000 shares or more. Employee shall not have
any of the rights of, nor be treated as, a shareholder with respect to the
shares subject to this option until he has exercised that option and has become
the shareholder of record of those shares.

         The Shares shall be registered by the Company on a Form S-8 or other
appropriate registration form within six months of the Effective Date of this
Agreement. Such registration statement shall remain effective and not be
withdrawn until the expiration, or earlier exercise, of all options granted
hereunder.

         In the event that the Company is unable to provide the Shares indicated
above to Employee at such time that Employee delivers a notice of exercise of
his option, then Company shall make a cash payment to Employee equal to the
difference between the market price of the company's common stock and the
exercise price, multiplied by the number of the shares which are described in
Employee's notice of exercise.


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         f. Welfare Benefit Plans. As Employee becomes eligible, Employee may
participate in and shall receive benefits under welfare benefit plans, policies,
and programs, including medical, dental, disability, and life insurance plans
and programs made available by the Company to other employees of the Company.

         g. Vacation and Sick Leave. Employee shall be entitled to twenty days
of vacation per year with full pay. Employee shall also be entitled to be absent
from employment due to illness for ten days per year with full pay. Employee's
vacation and sick leave shall be taken in accordance with and shall be subject
to the terms of the plans and policies in effect generally as to other employees
of the Company.

         h. Expenses. The Company shall reimburse Employee for all reasonable
business-related expenses incurred by Employee in connection with his employment
with the Company in accordance with the policies, practices, and procedures in
effect generally with respect to other employees of the Company.

4. Termination of Employment.

a. By Death.

(1) Employee's employment with the Company shall terminate automatically upon
Employee's death.

(2) The Company's obligations under this Agreement in such event shall be
limited to (a) the prorated payment of Employee's salary through the date of
death to the extent not yet paid; (b) the payment of any bonus or incentive
compensation earned in accordance with this Agreement through the date of
Employee's death to the extent not yet paid; (c) the payment of accrued and
unused vacation through the date of Employee's death; (d) the payment of any
unpaid reimbursable business expenses incurred and documented by Employee in
accordance with this Agreement; and (e) any vested interest in any stock options
or stock option plans with the Company. The Company shall make the payments to
Employee's estate or beneficiary, as applicable. As of the date of Employee's
death, the Company's obligations under this Agreement shall terminate and the
Company will have no further obligation to pay Employee or his estate or
beneficiaries any compensation or other amounts, except as required by law.

b. By Disability.

(1) The Company may terminate Employee's employment with the Company during any
period in which Employee is considered by the Company to be disabled. Employee
shall be considered "disabled" if, in the sole opinion of the Company, as
determined in good faith, Employee is prevented, after reasonable accommodation
by the Company, from properly performing his duties due to a mental or physical
illness for a period of thirty days in the aggregate in any 12-month period.

(2) In the event of such termination, the Company's obligations under this
Agreement shall be limited to (a) the prorated payment of Employee's salary
through the date of termination to the extent not yet paid; (b) the payment of
any bonus or incentive compensation earned in accordance with this Agreement
through the date of termination to the extent not yet paid: (c) the payment of
accrued and unused vacation through the date of termination; (d) the payment of
any unpaid reimbursable business expenses incurred and documented by Employee in
accordance with this Agreement; and (e) any vested interest in any stock options
or stock option plans with the Company. The Company shall make the payments to
Employee or Employee's legal representative, as applicable. As of the date of
termination, the Company's obligations under this Agreement shall terminate and
the Company will have no further obligation to pay Employee any compensation or
other amounts, except as required by law.

c. For Cause.

(1) Notwithstanding any other provision contained in this Agreement, the Company
may terminate this Agreement immediately, at any time, for cause. For purposes
of this Agreement, "cause" shall be deemed to include:


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(a) any willful breach or habitual neglect of the Employee's material duties
which he is required to perform under the terms of this Agreement, after
reasonable written warning;
(b) the commission of any material act of dishonesty, fraud,
misrepresentation, or other act of moral turpitude, or the breach of a
fiduciary duty for the purpose of gaining personal profit;
(c) failure to obey the lawful direction of the Company's Chief Executive
Officer in such a way that has a direct, substantial, and adverse effect on
the Company's reputation; and
(d) the conviction of a felony.

(2) In the event of such termination, the Company's obligations under this
Agreement shall be limited to (a) the prorated payment of Employee's salary
through the date of termination to the extent not yet paid; (b) the payment of
any bonus or incentive compensation earned in accordance with this Agreement
through the date of termination to the extent not yet paid; (c) the payment of
accrued and unused vacation through the date of termination; (d) the payment of
any unpaid reimbursable business expenses incurred and documented by Employee in
accordance with this Agreement; and (e) any vested interest in any stock options
or stock option plans with the Company. As of the date of termination, the
Company's obligations under this Agreement shall terminate and the Company will
have no further obligation to pay Employee any compensation or other amounts,
except as required by law.

d. By Company for Other than Cause, Death, or Disability.

(1) The Company may terminate this Agreement for any reason upon delivery of
    sixty (60) days' pay to Employee, and no notice shall be necessary. Employee
    shall thereafter make himself available, full time, for two weeks, to ease
    the transition for the Company.

(2) In the event of such termination, the Company's obligations under this
    Agreement shall be limited to (a) the prorated payment of Employee's salary
    through the date of termination to the extent not yet paid; (b) the payment
    of any bonus or incentive compensation earned in accordance with this
    Agreement through the date of termination to the extent not yet paid; (c)
    the payment of accrued and unused vacation through the date of termination;
    (d) the payment of any unpaid reimbursable business expenses incurred and
    documented by Employee in accordance with this Agreement; and (e) any vested
    interest in any stock options or stock option plans with the Company. As of
    the date of termination, the Company's obligations under this Agreement
    shall terminate and the Company will have no further obligation to pay
    Employee any compensation or other amounts, except as required by law.


e.  By Employee.

(1) Employee may terminate this agreement at any time by giving sixty (60)
days'written notice.

(2) In the event of such termination, the Company's obligations under this
Agreement shall be limited to (a) the prorated payment of Employee's salary
through the date of termination to the extent not yet paid; (b) the payment of
any bonus or incentive compensation earned in accordance with this Agreement
through the date of termination to the extent not yet paid; (c) the payment of
accrued and unused vacation through the date of termination; (d) the payment of
any unpaid reimbursable business expenses incurred and documented by Employee in
accordance with this Agreement; and (e) any vested interest in any stock options
or stock option plans with the Company. As of the date of termination, the
Company's obligations under this Agreement shall terminate and the Company will
have no further obligation to pay Employee any compensation or other amounts,
except as required by law.

f. Notice of Termination. Any termination shall be communicated by written
notice to the other party. With respect to any termination by the Company for
Cause or Disability, the Notice of Termination shall set forth in reasonable
detail the facts and circumstances claimed to provide a basis for such
termination.

5. Noncompetition.
Employee shall not directly or indirectly, either individually or in partnership
or in conjunction with any person, firm, syndicate, company or corporation, as
principal, agent, employee, or shareholder or in any


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other manner whatsoever, carry on or be engaged in or concerned with or advise,
lend money to, guarantee the debts or obligations of or permit his name to be
used or employed in connection with the operation or management of any similar
business to that carried on by the Company;

              a.  At any time or in any place while employed by the Company; and
              b.  For a period of six months from the termination of the
                  Employee's employment with the Company for any reason
                  whatsoever, within the United States of America or Canada,
                  where the Company has operations or firm plans to commence
                  operations.

6. Confidential and Proprietary Information.

a. Employee agrees to maintain as secret and confidential all trade secret and
nonpublic information relating to the Company and the business of the Company
that was disclosed to or acquired or known by Employee during Employee's
employment with the Company. Such Company trade secret or confidential
information includes any and all lists of names, including customer lists,
personnel, pricing and account information, marketing plans, information
concerning litigation or pending litigation, and any communications subject to
the attorney-client privilege as to the Company's attorneys. During Employee's
employment by the Company and after the termination of Employee's employment,
Employee shall not, without prior written authorization and consent of the Chief
Executive Officer, or as may otherwise be required by law or legal process, use
or communicate or disclose any such trade secret or confidential information to
any third party other than the Company and those whom the Company authorizes to
receive such information.

b. Employee acknowledges and agrees that all Company property, including keys,
credit cards, books, manuals, records, reports, notes, contracts, customer
lists, and other information defined as confidential and proprietary in any
other agreement between the parties' copies of any of the foregoing, and any
equipment furnished to Employee by the Company, belong to the Company and shall
be promptly returned to the Company upon termination of employment.

7. Arbitration.

a. All claims, disputes, controversies, or disagreements of any kind whatsoever
("claims"), including any claim arising out of or in connection with Employee's
employment or the termination of Employee's employment, that may arise between
Employee and the Company, including any claims that may arise between Employee
and the Company's officers, directors, employees, or agents in their capacity as
such, shall be submitted to final and binding arbitration before the American
Arbitration Association in St. George, Utah in accordance with the rules and
procedures of the American Arbitration Association then existing.

b. Claims covered by this arbitration provision include, but are not limited to
the following: (1) alleged violations of federal, state, or local constitutions,
statutes, regulations, or ordinances, including, but not limited to,
antidiscrimination and harassment laws: (2) allegations of a breach of a
contractual obligation; and (3) alleged violations of public policy.

c. The following are expressly excluded from this arbitration provision and are
not covered by this Agreement: (1) claims related to workers' compensation or
unemployment insurance; (2) administrative claims filed with government agencies
such as the Equal Employment Opportunity Commission (EEOC), or the National
Labor Relations Board (NLRB); and (3) claims that are expressly excluded by
statute.

d. In consideration for and as a material condition of Employee's employment
with the Company, Employee agrees that final and binding arbitration is the
exclusive means for resolving the claims outlined in this Agreement. However,
this Agreement does not in any way alter the at-will status of Employee's
employment. This Agreement is a waiver of all rights Employee may have to a
civil court action on any dispute outlined by this Agreement. Accordingly, only
an arbitrator, not a judge or jury, will decide the dispute, although the
arbitrator has the authority to award any type of relief that could otherwise be
awarded by a judge or jury.

e. The fees and costs of the arbitration shall be borne equally by Employee and
the Company, except that the Company shall advance all costs of the arbitration,
subject to later allocation by the arbitrator, and


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Employee and the Company shall each pay for their own attorney fees or costs of
representation, subject to later allocation by the arbitrator.

8. Notices. All notices and communications provided for in this Agreement shall
be in writing and shall be delivered personally or sent by registered,
certified, or express mail, return receipt requested, postage prepaid, or sent
by facsimile or prepaid courier service to the parties at the addresses set
forth in the introductory paragraph of this Agreement. Either party may change
the address to which notices shall be sent by written notice as provided in this
paragraph. Such notices and communications shall be deemed received as follows:

a. In the case of personal delivery, the day of actual receipt;
b. In the case of express mail or delivery by courier service, the day
designated for delivery;
c. In the case of registered or certified mail, five (5) days after deposit in
the mail; and
d. In the case of facsimile, the date upon which the transmitting party received
confirmation of receipt by facsimile, telephone, or otherwise.

9. Assignment. This Agreement is personal to Employee and shall not be assigned
by Employee. Any such assignment shall be null and void.

10. Severability. The provisions of this Agreement are divisible; if any such
provision shall be deemed invalid or unenforceable, such provision shall be
deemed limited to the extent necessary to render it valid and enforceable and
the remaining provisions of this Agreement shall continue in full force and
effect without being impaired or invalidated in any way.

11. Waiver. No delay or omission by the Company or Employee in exercising any
right under this Agreement shall operate as a waiver of that or any other right.
No waiver of any provision of this Agreement, or consent to any departure by
either party from any provision of this Agreement, shall be effective in any
event unless it is in writing, designated a waiver, and signed by the party
waiving the breach. Such a waiver shall be effective only in the specific
instance and for the purpose for which it is given.

12. Construction and Governing Law. The captions used in connection with this
Agreement are for reference purposes only and shall not be construed as part of
this Agreement. This Agreement shall be governed by and construed in accordance
with the laws of the State of Utah.

13. Entire Agreement. This Agreement supersedes all prior agreements,
understandings, and communications between Employee and the Company, whether
written or oral, express or implied, relating to the subject matter of this
Agreement and is intended as a complete and final expression of the terms of the
agreement between Employee and the Company and shall not be changed or subject
to change orally. The parties further agree and acknowledge that neither they
nor anyone acting on their behalf made any inducements, agreements, promises, or
representations other than those set forth in this Agreement

14. Amendment. This Agreement may not be altered or amended except in a writing
signed by both parties to this Agreement.

15. Legal Counsel. Employee and the Company recognize that this is a legally
binding contract and acknowledge and agree that they have had the opportunity to
consult with legal counsel of their choice.

16. Subject to Approvals. This contract is subject to the approval of the Board
of Directors, and the options granted herein are subject to the approval of the
Shareholders.


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         IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first set forth above.

Chequemate International, Inc.


By: __/s/ Robert E. Warfield________________________
    Robert E. Warfield, Director (for the entire Board of Directors)

Employee:


_____/s/ J. Michael Heil_____________________________
   J. Michael Heil

                              Employment Agreement

         THIS EMPLOYMENT AGREEMENT ("Agreement") is made as of March 30, 2000,
(the "Effective Date") by and between Chequemate International, Inc., a Utah
corporation (referred to in this Agreement as the "Company"), whose address is
330 Washington Blvd., Suite 507, Marina del Rey, CA 90292-5146, and


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Ken Bringhurst, (referred to in this Agreement as "Employee"), whose address is
1823 Red Mountain Drive, Santa Clara, UT 84765.

                                    Recitals

A. The Company is engaged in the business of launching a stereoscopic cable
television network and Internet media business and related products, and

B. Employee has substantial experience and expertise as an executive in the
software development industry,

         NOW, THEREFORE, in consideration of the mutual promises and conditions
contained in this Agreement, the Company and Employee agree as follows:

1.   Employment and Duties. The Company shall employ Employee as President of
     3D.COM, Inc., a wholly owned subsidiary of the Company, and Employee
     accepts that employment. Employee shall devote substantially all of his
     normal business time, attention, energy, knowledge, and skill solely and
     exclusively to performing all duties as President of 3D.COM, Inc., and to
     such other tasks as assigned or delegated to him by the Chief Executive
     Officer of the Company. Employee's duties shall include without limitation:

         a.   Marketing 3D.COM and its products, nationally and internationally;
         b.   Establishing, and changing, if necessary, the organizational
              structure of 3D.COM;
         c.   Establishing and carrying out plans for 3D.COM's operation, sales
              and marketing, and the expansion and upgrading of its facilities
              and equipment;
         d.   Formulating annual operating and capital budgets for 3D.COM;
         e.   Purchasing supplies, equipment, facilities and services for
              3D.COM;
         f.   Hiring, training and terminating employees of 3D.COM and
              determining their remuneration and duties;
         g.   Negotiating binding contracts with suppliers and customers of
              3D.COM;
         h.   Arranging for accounting and legal services for 3D.COM; and
         i.   Otherwise administering, supervising and carrying out the Business
              of 3D.COM.

     2.  Term. This Agreement shall be for a term of forty-eight (48) months.
         This Agreement shall automatically renew for successive two year terms
         unless either party gives written notice to the other at least six
         months prior to the expiration of the then-current term, that he or it
         does not wish to renew this Agreement.


     3.  Compensation and Expenses.

         a.   Salary. In consideration of Employee's services to the Company,
              the Company will pay to Employee an annual salary of One Hundred
              Seventeen Thousand Six Hundred Dollars ($117,600.00), which shall
              be payable semimonthly on a prorated basis and from which the
              Company shall withhold and deduct all taxes required by federal
              and state laws and any other authorized deductions. The Company
              may, in its sole discretion, further increase Employee's salary,
              but it may not reduce it during Employee's employment with the
              Company.

         b.   Signing Bonus. A signing bonus of 3,750 shares of Form S-8 common
              stock shall be paid to Employee as soon as practicable after
              execution of this Agreement.

         c.   Bonus, Incentive, Savings, and Retirement Plans. As Employee
              becomes eligible, Employee shall be entitled to participate in all
              bonus, incentive, stock option, savings, and retirement plans,
              policies, and programs made available by the Company to other peer
              employees of the Company.


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         d.   To the extent it is available on commercially reasonable terms,
              provide and pay for comprehensive officer's liability insurance
              for the Employee with respect to his position in the Company.

         e.   Employer hereby grants Employee the non-qualified option to
              purchase the following amounts of common stock of Employer (the
              "Shares") at the following exercise prices, which option shall
              begin to vest six (6) months after the effective date of this
              agreement:

   Sixty Two Thousand Five Hundred (62,500) shares at four cents ($.04) per
   share,
   Twenty thousand (20,000) shares at eight dollars ($8.00) per share,
   Twenty thousand (20,000) shares at sixteen dollars ($16.00) per share.
   Twenty thousand (20,000) shares at twenty four dollars ($24.00) per share,
   and
   Twenty thousand (20,000) shares at twenty eight dollars ($28.00) per share.

   At the end of six months from the effective date, the above optioned shares
of a $.04 exercise price shall become vested. At the end of nine months from the
effective date, the above optioned shares of an $8.00 exercise price shall
become vested. At the end of twelve months from the effective date, the above
optioned shares of a $16.00 exercise price shall become vested. At the end of
eighteen months from the effective date, the above optioned shares of a $24.00
exercise price shall become vested. At the end of twenty four months from the
effective date, the above optioned shares of a $28.00 exercise price shall
become vested.

   The above optioned shares of a $.04 exercise price shall become vested at the
end of six months from the effective date even if Company terminates Employee's
employment, but not if Employee voluntarily terminates his employment.

   In the event of Employee's death, his options shall continue to vest
according to the above schedule, and shall be vested in his wife.

   In the event of a merger or consolidation in which Employer is not the
consolidated or surviving corporation, or a proposed dissolution or liquidation
of the Company, or a sale of all or substantially all of the assets or capital
stock of the Company (collectively, a "Reorganization"), then the shares of
stock subject to the option but not yet vested shall automatically vest in full
so that each option shall, immediately prior to the effective date of the
Reorganization, become fully exercisable.

   The number of shares subject to this option shall be proportionately adjusted
for any change in the stock structure of Employer because of share dividends,
recapitalizations, reorganizations, mergers, or otherwise. The option is not
assignable. Employee shall retain the right to exercise any portion of the
option until March 31, 2005. The option may be exercised in whole or in part but
may only be exercised in lots of 1,000 shares or more. Employee shall not have
any of the rights of, nor be treated as, a shareholder with respect to the
shares subject to this option until he has exercised that option and has become
the shareholder of record of those shares.

         The Shares shall be registered by the Company on a Form S-8 or other
appropriate registration form within six months of the Effective Date of this
Agreement. Such registration statement shall remain effective and not be
withdrawn until the expiration, or earlier exercise, of all options granted
hereunder.

         In the event that the Company is unable to provide the Shares indicated
above to Employee at such time that Employee delivers a notice of exercise of
his option, then Company shall make a cash payment to Employee equal to the
difference between the market price of the company's common stock


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and the exercise price, multiplied by the number of the shares which are
described in Employee's notice of exercise.

         e. Welfare Benefit Plans. As Employee becomes eligible, Employee may
participate in and shall receive benefits under welfare benefit plans, policies,
and programs, including medical, dental, disability, and life insurance plans
and programs made available by the Company to other peer employees of the
Company.

         f. Vacation and Sick Leave. Employee shall be entitled to twenty days
of vacation per year with full pay. Employee shall also be entitled to be absent
from employment due to illness for ten days per year with full pay. Employee's
vacation and sick leave shall be taken in accordance with and shall be subject
to the terms of the plans and policies in effect generally as to other peer
employees of the Company.

         g. Expenses. The Company shall reimburse Employee for all reasonable
business-related expenses incurred by Employee in connection with his employment
with the Company in accordance with the policies, practices, and procedures in
effect generally with respect to other peer employees of the Company.

         h. In the event that Employee shall commit significant and material
malfeasance or negligence, or show significant and material incompetence,
Company may choose to retain the services of Employee while reducing his pay to
as little as 25% of its then-current level, changing his title to "manager".
Under no circumstance shall Employee be reduced to a position of less than
"manager".

         i. Company shall continue to pay all premium payments for the
$1,000,000.00 policy of insurance on his life, with Evans and Sutherland as
beneficiary, so long as Employee continues to be employed by Company, and so
long as Employee is liable to Evans and Sutherland under the April 7, 1999
Conditional Release. Employee shall have no ownership interest in this policy,
and shall have no power to change beneficiaries.

         j. Company shall indemnify Employee against any liability to Orix
Credit Alliance or to First Security Leasing Company.

         k. If Company chooses to terminate Employee's employment under this
contract, Company shall indemnify Employee against, and hold Employee harmless
from, any remaining liability to Evans and Sutherland under the April 7, 1999
Conditional Release.

4. Termination of Employment.

a. By Death.

(1) Employee's employment with the Company shall terminate automatically upon
Employee's death.

(2) The Company's obligations under this Agreement in such event shall be
limited to (a) the prorated payment of Employee's salary through two months
after the date of death; (b) the payment of any bonus or incentive compensation
earned in accordance with this Agreement through the date of Employee's death to
the extent not yet paid; (c) the payment of accrued and unused vacation through
the date of Employee's death; (d) the payment of any unpaid reimbursable
business expenses incurred and documented by Employee in accordance with this
Agreement; and (e) the stock options described herein. The Company shall make
any payments of cash to Employee's wife. As of the date of Employee's death, the
Company's obligations under this Agreement shall terminate and the Company will
have no further obligation to pay Employee or his estate or beneficiaries any
compensation or other amounts, except as required by law.

b. For Cause.


                                       95
<PAGE>

(1) Notwithstanding any other provision contained in this Agreement, the Company
may terminate this Agreement immediately, at any time, for cause. For purposes
of this Agreement, "cause" is defined as one or more of the following:

(a) any willful breach or habitual neglect of the Employee's material duties
which he is required to perform under the terms of this Agreement, after
reasonable written warning;
(b) the commission of any material act of dishonesty, fraud,
misrepresentation, or other act of moral turpitude, or the breach of a
fiduciary duty for the purpose of gaining personal profit;
(c) failure to obey the lawful direction of the Company's Chief Executive
Officer in such a way that has a direct, substantial, and adverse effect on
the Company's reputation; and
(d) the conviction of a felony.

(2) In the event of such termination, the Company's obligations under this
Agreement shall be limited to (a) the prorated payment of Employee's salary
through the date of termination to the extent not yet paid; (b) the payment of
any bonus or incentive compensation earned in accordance with this Agreement
through the date of termination to the extent not yet paid; (c) the payment of
accrued and unused vacation through the date of termination; (d) the payment of
any unpaid reimbursable business expenses incurred and documented by Employee in
accordance with this Agreement; and (e) any vested interest in any stock options
or stock option plans with the Company. As of the date of termination, the
Company's obligations under this Agreement shall terminate and the Company will
have no further obligation to pay Employee any compensation or other amounts,
except as required by law.

c.  By Employee.

(1) Employee may terminate this agreement at any time by giving sixty (60)
days'written notice.

(2) In the event of such termination, the Company's obligations under this
Agreement shall be limited to (a) the prorated payment of Employee's salary
through the date of termination to the extent not yet paid; (b) the payment of
any bonus or incentive compensation earned in accordance with this Agreement
through the date of termination to the extent not yet paid; (c) the payment of
accrued and unused vacation through the date of termination; (d) the payment of
any unpaid reimbursable business expenses incurred and documented by Employee in
accordance with this Agreement; and (e) any vested interest in any stock options
or stock option plans with the Company. As of the date of termination, the
Company's obligations under this Agreement shall terminate and the Company will
have no further obligation to pay Employee any compensation or other amounts,
except as required by law.

d. Notice of Termination. Any termination shall be communicated by written
notice to the other party. With respect to any termination by the Company for
Cause, the Notice of Termination shall set forth in reasonable detail the facts
and circumstances claimed to provide a basis for such termination.

5.   Transfers. Unless Employee otherwise consents, the principal place of
     Employee's employment shall be within a 10 mile radius of St. George, Utah.

6.   Noncompetition.
Employee shall not directly or indirectly, either individually or in partnership
or in conjunction with any person, firm, syndicate, company or corporation, as
principal, agent, employee, or shareholder or in any other manner whatsoever,
carry on or be engaged in or concerned with or advise, lend money to, guarantee
the debts or obligations of or permit his name to be used or employed in
connection with the operation or management of any competing business;
              a.  At any time or in any place while employed by the Company; and
              b.  For a period of six months from the termination of the
                  Employee's employment with the Company for any reason
                  whatsoever, within the United States of America or Canada,
                  where the Company has operations or firm plans to commence
                  operations.

7. Confidential and Proprietary Information.


                                       96
<PAGE>

a. Employee agrees to maintain as secret and confidential all trade secret and
nonpublic information relating to the Company and the business of the Company
that was disclosed to or acquired or known by Employee during Employee's
employment with the Company. Such Company trade secret or confidential
information includes any and all lists of names, including customer lists,
personnel, pricing and account information, marketing plans, information
concerning litigation or pending litigation, and any communications subject to
the attorney-client privilege as to the Company's attorneys. During Employee's
employment by the Company and after the termination of Employee's employment,
Employee shall not, without prior written authorization and consent of the Chief
Executive Officer, or as may otherwise be required by law or legal process, use
or communicate or disclose any such trade secret or confidential information to
any third party other than the Company and those whom the Company authorizes to
receive such information.

b. Employee acknowledges and agrees that all Company property, including keys,
credit cards, books, manuals, records, reports, notes, contracts, customer
lists, and other information defined as confidential and proprietary in any
other agreement between the parties' copies of any of the foregoing, and any
equipment furnished to Employee by the Company, belong to the Company and shall
be promptly returned to the Company upon termination of employment.

8. Arbitration.

a. All claims, disputes, controversies, or disagreements of any kind whatsoever
("claims"), including any claim arising out of or in connection with Employee's
employment or the termination of Employee's employment, that may arise between
Employee and the Company, including any claims that may arise between Employee
and the Company's officers, directors, employees, or agents in their capacity as
such, shall be submitted to final and binding arbitration before the American
Arbitration Association in St. George, Utah in accordance with the rules and
procedures of the American Arbitration Association then existing.

b. Claims covered by this arbitration provision include, but are not limited to
the following: (1) alleged violations of federal, state, or local constitutions,
statutes, regulations, or ordinances, including, but not limited to,
antidiscrimination and harassment laws: (2) allegations of a breach of a
contractual obligation; and (3) alleged violations of public policy.

c. The following are expressly excluded from this arbitration provision and are
not covered by this Agreement: (1) claims related to workers' compensation or
unemployment insurance; (2) administrative claims filed with government agencies
such as the Equal Employment Opportunity Commission (EEOC), or the National
Labor Relations Board (NLRB); and (3) claims that are expressly excluded by
statute.

d. In consideration for and as a material condition of Employee's employment
with the Company, Employee agrees that final and binding arbitration is the
exclusive means for resolving the claims outlined in this Agreement. However,
this Agreement does not in any way alter the at-will status of Employee's
employment. This Agreement is a waiver of all rights Employee may have to a
civil court action on any dispute outlined by this Agreement. Accordingly, only
an arbitrator, not a judge or jury, will decide the dispute, although the
arbitrator has the authority to award any type of relief that could otherwise be
awarded by a judge or jury.

e. The fees and costs of the arbitration shall be borne equally by Employee and
the Company, except that the Company shall advance all costs of the arbitration,
subject to later allocation by the arbitrator, and Employee and the Company
shall each pay for their own attorney fees or costs of representation, subject
to later allocation by the arbitrator.

9. Notices. All notices and communications provided for in this Agreement shall
be in writing and shall be delivered personally or sent by registered,
certified, or express mail, return receipt requested, postage prepaid, or sent
by facsimile or prepaid courier service to the parties at the addresses set
forth in the introductory paragraph of this Agreement. Either party may change
the address to which notices shall be sent by written notice as provided in this
paragraph. Such notices and communications shall be deemed received as follows:


                                       97
<PAGE>

a. In the case of personal delivery, the day of actual receipt;
b. In the case of express mail or delivery by courier service, the day
designated for delivery;
c. In the case of registered or certified mail, five (5) days after deposit in
the mail; and
d. In the case of facsimile, the date upon which the transmitting party received
confirmation of receipt by facsimile, telephone, or otherwise.

10. Assignment. This Agreement is personal to Employee and shall not be assigned
by Employee. Any such assignment shall be null and void.

11. Severability. The provisions of this Agreement are divisible; if any such
provision shall be deemed invalid or unenforceable, such provision shall be
deemed limited to the extent necessary to render it valid and enforceable and
the remaining provisions of this Agreement shall continue in full force and
effect without being impaired or invalidated in any way.

12. Waiver. No delay or omission by the Company or Employee in exercising any
right under this Agreement shall operate as a waiver of that or any other right.
No waiver of any provision of this Agreement, or consent to any departure by
either party from any provision of this Agreement, shall be effective in any
event unless it is in writing, designated a waiver, and signed by the party
waiving the breach. Such a waiver shall be effective only in the specific
instance and for the purpose for which it is given.

13. Construction and Governing Law. The captions used in connection with this
Agreement are for reference purposes only and shall not be construed as part of
this Agreement. This Agreement shall be governed by and construed in accordance
with the laws of the State of Utah.

14. Entire Agreement. This Agreement supersedes all prior agreements,
understandings, and communications between Employee and the Company, whether
written or oral, express or implied, relating to the subject matter of this
Agreement and is intended as a complete and final expression of the terms of the
agreement between Employee and the Company and shall not be changed or subject
to change orally. The parties further agree and acknowledge that neither they
nor anyone acting on their behalf made any inducements, agreements, promises, or
representations other than those set forth in this Agreement

15. Amendment. This Agreement may not be altered or amended except in a writing
signed by both parties to this Agreement.

16. Legal Counsel. Employee and the Company recognize that this is a legally
binding contract and acknowledge and agree that they have had the opportunity to
consult with legal counsel of their choice.

17. Subject to Approvals. This contract is subject to the approval of the Board
of Directors, and the options granted herein are subject to the approval of the
Shareholders.

         IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first set forth above.

Chequemate International, Inc.

By:___/s/ J. Michael Heil________________
    J. Michael Heil, Chief Executive Officer

Employee:

_____/s/ Ken Bringhurst___________________
   Ken Bringhurst

                              Employment Agreement


                                       98
<PAGE>

         THIS EMPLOYMENT AGREEMENT ("Agreement") is made as of March 31, 2000,
(the "Effective Date") by and between Chequemate International, Inc., a Utah
corporation (referred to in this Agreement as the "Company"), whose address is
330 Washington Blvd., Suite 507, Marina del Rey, CA 90292-5146, and Gary
Bringhurst, (referred to in this Agreement as "Employee"), whose address is 3333
Windmill Drive, Santa Clara, UT 84765.

                                    Recitals

A. The Company is engaged in the business of launching a stereoscopic cable
television network and Internet media business and related products, and

B. Employee has substantial experience and expertise as an executive in the
software development industry,

         NOW, THEREFORE, in consideration of the mutual promises and conditions
contained in this Agreement, the Company and Employee agree as follows:

     1.  Employment and Duties. The Company shall employ Employee as Vice
         President of 3D.COM, Inc., a wholly owned subsidiary of the Company,
         and Employee accepts that employment. Employee shall devote
         substantially all of his normal business time, attention, energy,
         knowledge, and skill solely and exclusively to performing all duties as
         Vice President of 3D.COM, Inc., and to such other tasks as assigned or
         delegated to him by the President of 3D.COM, Inc. and by the Chief
         Executive Officer of the Company.

     2.  Term. This Agreement shall be for a term of forty-eight (48) months.
         This Agreement shall automatically renew for successive two year terms
         unless either party gives written notice to the other at least six
         months prior to the expiration of the then-current term, that he or it
         does not wish to renew this Agreement.

     3.  Compensation and Expenses.

         a.   Salary. In consideration of Employee's services to the Company,
              the Company will pay to Employee an annual salary of One Hundred
              Eleven Thousand Six Hundred Dollars ($111,600.00), which shall be
              payable semimonthly on a prorated basis and from which the Company
              shall withhold and deduct all taxes required by federal and state
              laws and any other authorized deductions. The Company may, in its
              sole discretion, further increase Employee's salary, but it may
              not reduce it during Employee's employment with the Company.

         b.   Signing Bonus. A signing bonus of 3,750 shares of Form S-8 common
              stock shall be paid to Employee as soon as practicable after
              execution of this Agreement.

         c.   Bonus, Incentive, Savings, and Retirement Plans. As Employee
              becomes eligible, Employee shall be entitled to participate in all
              bonus, incentive, stock option, savings, and retirement plans,
              policies, and programs made available by the Company to other peer
              employees of the Company.

         d.   To the extent it is available on commercially reasonable terms,
              provide and pay for comprehensive officer's liability insurance
              for the Employee with respect to his position in the Company.

         e.   Employer hereby grants Employee the non-qualified option to
              purchase the following amounts of common stock of Employer (the
              "Shares") at the following exercise prices, which option shall
              begin to vest six (6) months after the effective date of this
              agreement:

   Sixty Two Thousand Five Hundred (62,500) shares at four cents ($.04) per
   share,


                                       99
<PAGE>

   Twenty thousand (20,000) shares at eight dollars ($8.00) per share,
   Twenty thousand (20,000) shares at sixteen dollars ($16.00) per share.
   Twenty thousand (20,000) shares at twenty four dollars ($24.00) per share,
   and
   Twenty thousand (20,000) shares at twenty eight dollars ($28.00) per share.

   At the end of six months from the effective date, the above optioned shares
of a $.04 exercise price shall become vested. At the end of nine months from the
effective date, the above optioned shares of an $8.00 exercise price shall
become vested. At the end of twelve months from the effective date, the above
optioned shares of a $16.00 exercise price shall become vested. At the end of
eighteen months from the effective date, the above optioned shares of a $24.00
exercise price shall become vested. At the end of twenty four months from the
effective date, the above optioned shares of a $28.00 exercise price shall
become vested.

   In the event of Employee's death, his options shall continue to vest
according to the above schedule, and shall be vested in his wife.

   The above optioned shares of a $.04 exercise price shall become vested at the
end of six months from the effective date even if Company terminates Employee's
employment, but not if Employee voluntarily terminates his employment.

   In the event of a merger or consolidation in which Employer is not the
consolidated or surviving corporation, or a proposed dissolution or liquidation
of the Company, or a sale of all or substantially all of the assets or capital
stock of the Company (collectively, a "Reorganization"), then the shares of
stock subject to the option but not yet vested shall automatically vest in full
so that each option shall, immediately prior to the effective date of the
Reorganization, become fully exercisable.

   The number of shares subject to this option shall be proportionately adjusted
for any change in the stock structure of Employer because of share dividends,
recapitalizations, reorganizations, mergers, or otherwise. The option is not
assignable. Employee shall retain the right to exercise any portion of the
option until March 31, 2005. The option may be exercised in whole or in part but
may only be exercised in lots of 1,000 shares or more. Employee shall not have
any of the rights of, nor be treated as, a shareholder with respect to the
shares subject to this option until he has exercised that option and has become
the shareholder of record of those shares.

         The Shares shall be registered by the Company on a Form S-8 or other
appropriate registration form within six months of the Effective Date of this
Agreement. Such registration statement shall remain effective and not be
withdrawn until the expiration, or earlier exercise, of all options granted
hereunder.

         In the event that the Company is unable to provide the Shares indicated
above to Employee at such time that Employee delivers a notice of exercise of
his option, then Company shall make a cash payment to Employee equal to the
difference between the market price of the company's common stock and the
exercise price, multiplied by the number of the shares which are described in
Employee's notice of exercise.

         e. Welfare Benefit Plans. As Employee becomes eligible, Employee may
participate in and shall receive benefits under welfare benefit plans, policies,
and programs, including medical, dental, disability, and life insurance plans
and programs made available by the Company to other peer employees of the
Company.


                                      100
<PAGE>

         f. Vacation and Sick Leave. Employee shall be entitled to twenty days
of vacation per year with full pay. Employee shall also be entitled to be absent
from employment due to illness for ten days per year with full pay. Employee's
vacation and sick leave shall be taken in accordance with and shall be subject
to the terms of the plans and policies in effect generally as to other peer
employees of the Company.

         g. Expenses. The Company shall reimburse Employee for all reasonable
business-related expenses incurred by Employee in connection with his employment
with the Company in accordance with the policies, practices, and procedures in
effect generally with respect to other peer employees of the Company.

         h. In the event that Employee shall commit significant and material
malfeasance or negligence, or show significant and material incompetence,
Company may choose to retain the services of Employee while reducing his pay to
as little as 25% of its then-current level, changing his title to "manager".
Under no circumstance shall Employee be reduced to a position of less than
"manager".

         i. Company shall continue to pay all premium payments for the
$1,000,000.00 policy of insurance on his life, with Evans and Sutherland as
beneficiary, so long as Employee continues to be employed by Company, and so
long as Employee is liable to Evans and Sutherland under the April 7, 1999
Conditional Release. Employee shall have no ownership interest in this policy,
and shall have no power to change beneficiaries.

         j. Company shall indemnify Employee against any liability to Orix
Credit Alliance or to First Security Leasing Company.

         k. If Company chooses to terminate Employee's employment under this
contract, Company shall indemnify Employee against, and hold Employee harmless
from, any remaining liability to Evans and Sutherland under the April 7, 1999
Conditional Release.


4. Termination of Employment.

a. By Death.

(1) Employee's employment with the Company shall terminate automatically upon
Employee's death.

(2) The Company's obligations under this Agreement in such event shall be
limited to (a) the prorated payment of Employee's salary through two months
after the date of death; (b) the payment of any bonus or incentive compensation
earned in accordance with this Agreement through the date of Employee's death to
the extent not yet paid; (c) the payment of accrued and unused vacation through
the date of Employee's death; (d) the payment of any unpaid reimbursable
business expenses incurred and documented by Employee in accordance with this
Agreement; and (e) the stock options described herein. The Company shall make
any payments of cash to Employee's wife. As of the date of Employee's death, the
Company's obligations under this Agreement shall terminate and the Company will
have no further obligation to pay Employee or his estate or beneficiaries any
compensation or other amounts, except as required by law.

b. For Cause.

(1) Notwithstanding any other provision contained in this Agreement, the Company
may terminate this Agreement immediately, at any time, for cause. For purposes
of this Agreement, "cause" is defined as one or more of the following:

(a) any willful breach or habitual neglect of the Employee's material duties
which he is required to perform under the terms of this Agreement, after
reasonable written warning;
(b) the commission of any material act of dishonesty, fraud, misrepresentation,
or other act of moral turpitude, or the breach of a fiduciary duty for the
purpose of gaining personal profit;
(c) failure to obey the lawful direction of a superior in such a way that has a
direct, substantial, and adverse effect on 3D.COM's or the Company's reputation;
and


                                      101
<PAGE>

(d) the conviction of a felony.

(2) In the event of such termination, the Company's obligations under this
Agreement shall be limited to (a) the prorated payment of Employee's salary
through the date of termination to the extent not yet paid; (b) the payment of
any bonus or incentive compensation earned in accordance with this Agreement
through the date of termination to the extent not yet paid; (c) the payment of
accrued and unused vacation through the date of termination; (d) the payment of
any unpaid reimbursable business expenses incurred and documented by Employee in
accordance with this Agreement; and (e) any vested interest in any stock options
or stock option plans with the Company. As of the date of termination, the
Company's obligations under this Agreement shall terminate and the Company will
have no further obligation to pay Employee any compensation or other amounts,
except as required by law.

c.  By Employee.

(1) Employee may terminate this agreement at any time by giving sixty (60)
days'written notice.

(2) In the event of such termination, the Company's obligations under this
Agreement shall be limited to (a) the prorated payment of Employee's salary
through the date of termination to the extent not yet paid; (b) the payment of
any bonus or incentive compensation earned in accordance with this Agreement
through the date of termination to the extent not yet paid; (c) the payment of
accrued and unused vacation through the date of termination; (d) the payment of
any unpaid reimbursable business expenses incurred and documented by Employee in
accordance with this Agreement; and (e) any vested interest in any stock options
or stock option plans with the Company. As of the date of termination, the
Company's obligations under this Agreement shall terminate and the Company will
have no further obligation to pay Employee any compensation or other amounts,
except as required by law.

d. Notice of Termination. Any termination shall be communicated by written
notice to the other party. With respect to any termination by the Company for
Cause, the Notice of Termination shall set forth in reasonable detail the facts
and circumstances claimed to provide a basis for such termination.

5.   Transfers. Unless Employee otherwise consents, the principal place of
     Employee's employment shall be within a 10 mile radius of St. George, Utah.

6.   Noncompetition.
Employee shall not directly or indirectly, either individually or in partnership
or in conjunction with any person, firm, syndicate, company or corporation, as
principal, agent, employee, or shareholder or in any other manner whatsoever,
carry on or be engaged in or concerned with or advise, lend money to, guarantee
the debts or obligations of or permit his name to be used or employed in
connection with the operation or management of any competing business;
              a.  At any time or in any place while employed by the Company; and
              b.  For a period of six months from the termination of the
                  Employee's employment with the Company for any reason
                  whatsoever, within the United States of America or Canada,
                  where the Company has operations or firm plans to commence
                  operations.

7. Confidential and Proprietary Information.
a. Employee agrees to maintain as secret and confidential all trade secret and
nonpublic information relating to the Company and the business of the Company
that was disclosed to or acquired or known by Employee during Employee's
employment with the Company. Such Company trade secret or confidential
information includes any and all lists of names, including customer lists,
personnel, pricing and account information, marketing plans, information
concerning litigation or pending litigation, and any communications subject to
the attorney-client privilege as to the Company's attorneys. During Employee's
employment by the Company and after the termination of Employee's employment,
Employee shall not, without prior written authorization and consent of the Chief
Executive Officer, or as may otherwise be required by law or legal process, use
or communicate or disclose any such trade secret or confidential information to
any third party other than the Company and those whom the Company authorizes to
receive such information.


                                      102
<PAGE>

b. Employee acknowledges and agrees that all Company property, including keys,
credit cards, books, manuals, records, reports, notes, contracts, customer
lists, and other information defined as confidential and proprietary in any
other agreement between the parties' copies of any of the foregoing, and any
equipment furnished to Employee by the Company, belong to the Company and shall
be promptly returned to the Company upon termination of employment.

8. Arbitration.

a. All claims, disputes, controversies, or disagreements of any kind whatsoever
("claims"), including any claim arising out of or in connection with Employee's
employment or the termination of Employee's employment, that may arise between
Employee and the Company, including any claims that may arise between Employee
and the Company's officers, directors, employees, or agents in their capacity as
such, shall be submitted to final and binding arbitration before the American
Arbitration Association in St. George, Utah in accordance with the rules and
procedures of the American Arbitration Association then existing.

b. Claims covered by this arbitration provision include, but are not limited to
the following: (1) alleged violations of federal, state, or local constitutions,
statutes, regulations, or ordinances, including, but not limited to,
antidiscrimination and harassment laws: (2) allegations of a breach of a
contractual obligation; and (3) alleged violations of public policy.

c. The following are expressly excluded from this arbitration provision and are
not covered by this Agreement: (1) claims related to workers' compensation or
unemployment insurance; (2) administrative claims filed with government agencies
such as the Equal Employment Opportunity Commission (EEOC), or the National
Labor Relations Board (NLRB); and (3) claims that are expressly excluded by
statute.

d. In consideration for and as a material condition of Employee's employment
with the Company, Employee agrees that final and binding arbitration is the
exclusive means for resolving the claims outlined in this Agreement. However,
this Agreement does not in any way alter the at-will status of Employee's
employment. This Agreement is a waiver of all rights Employee may have to a
civil court action on any dispute outlined by this Agreement. Accordingly, only
an arbitrator, not a judge or jury, will decide the dispute, although the
arbitrator has the authority to award any type of relief that could otherwise be
awarded by a judge or jury.

e. The fees and costs of the arbitration shall be borne equally by Employee and
the Company, except that the Company shall advance all costs of the arbitration,
subject to later allocation by the arbitrator, and Employee and the Company
shall each pay for their own attorney fees or costs of representation, subject
to later allocation by the arbitrator.

9. Notices. All notices and communications provided for in this Agreement shall
be in writing and shall be delivered personally or sent by registered,
certified, or express mail, return receipt requested, postage prepaid, or sent
by facsimile or prepaid courier service to the parties at the addresses set
forth in the introductory paragraph of this Agreement. Either party may change
the address to which notices shall be sent by written notice as provided in this
paragraph. Such notices and communications shall be deemed received as follows:
a. In the case of personal delivery, the day of actual receipt;
b. In the case of express mail or delivery by courier service, the day
designated for delivery;
c. In the case of registered or certified mail, five (5) days after deposit in
the mail; and
d. In the case of facsimile, the date upon which the transmitting party received
confirmation of receipt by facsimile, telephone, or otherwise.

10. Assignment. This Agreement is personal to Employee and shall not be assigned
by Employee. Any such assignment shall be null and void.

11. Severability. The provisions of this Agreement are divisible; if any such
provision shall be deemed invalid or unenforceable, such provision shall be
deemed limited to the extent necessary to render it valid


                                      103
<PAGE>

and enforceable and the remaining provisions of this Agreement shall continue in
full force and effect without being impaired or invalidated in any way.

12. Waiver. No delay or omission by the Company or Employee in exercising any
right under this Agreement shall operate as a waiver of that or any other right.
No waiver of any provision of this Agreement, or consent to any departure by
either party from any provision of this Agreement, shall be effective in any
event unless it is in writing, designated a waiver, and signed by the party
waiving the breach. Such a waiver shall be effective only in the specific
instance and for the purpose for which it is given.

13. Construction and Governing Law. The captions used in connection with this
Agreement are for reference purposes only and shall not be construed as part of
this Agreement. This Agreement shall be governed by and construed in accordance
with the laws of the State of Utah.

14. Entire Agreement. This Agreement supersedes all prior agreements,
understandings, and communications between Employee and the Company, whether
written or oral, express or implied, relating to the subject matter of this
Agreement and is intended as a complete and final expression of the terms of the
agreement between Employee and the Company and shall not be changed or subject
to change orally. The parties further agree and acknowledge that neither they
nor anyone acting on their behalf made any inducements, agreements, promises, or
representations other than those set forth in this Agreement

15. Amendment. This Agreement may not be altered or amended except in a writing
signed by both parties to this Agreement.

16. Legal Counsel. Employee and the Company recognize that this is a legally
binding contract and acknowledge and agree that they have had the opportunity to
consult with legal counsel of their choice.

17. Subject to Approvals. This contract is subject to the approval of the Board
of Directors, and the options granted herein are subject to the approval of the
Shareholders.



         IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first set forth above.


Chequemate International, Inc.


By:__/s/ J. Michael Heil_________________
    J. Michael Heil, Chief Executive Officer



Employee:



_____/s/ Gary Bringhurst________________
     Gary Bringhurst


                                      104
<PAGE>

                              Employment Agreement

         THIS EMPLOYMENT AGREEMENT ("Agreement") is made as of March 31, 2000,
(the "Effective Date") by and between Chequemate International, Inc., a Utah
corporation (referred to in this Agreement as the "Company"), whose address is
330 Washington Blvd., Suite 507, Marina del Rey, CA 90292-5146, and Dennis
Derrick, (referred to in this Agreement as "Employee"), whose address is 3635
Alpine Drive, Santa Clara, UT 84765.

                                   Recitals

A. The Company is engaged in the business of launching a stereoscopic cable
television network and Internet media business and related products, and

B. Employee has substantial experience and expertise as an executive in the
software development industry,

     NOW, THEREFORE, in consideration of the mutual promises and conditions
contained in this Agreement, the Company and Employee agree as follows:

1.   Employment and Duties. The Company shall employ Employee as Vice-President
     of 3D.COM, Inc., a wholly owned subsidiary of the Company, and Employee
     accepts that employment. Employee shall devote substantially all of his
     normal business time, attention, energy, knowledge, and skill solely and
     exclusively to performing all duties as Vice-President of 3D.COM, Inc., and
     to such other tasks as assigned or delegated to him by the Chief Executive
     Officer of the Company.

2.   Term. This Agreement shall be for a term of forty-eight (48) months. This
     Agreement shall automatically renew for successive two year terms unless
     either party gives written notice to the other at least six months prior to
     the expiration of the then-current term, that he or it does not wish to
     renew this Agreement.

3.   Compensation and Expenses.

     a.   Salary. In consideration of Employee's services to the Company, the
          Company will pay to Employee an annual salary of One Hundred Thousand
          Two Hundred Dollars ($100,200.00), which shall be payable semimonthly
          on a prorated basis and from which the Company shall withhold and
          deduct all taxes required by federal and state laws and any other
          authorized deductions. The Company may, in its sole discretion,
          further increase Employee's salary, but it may not reduce it during
          Employee's employment with the Company.

     b.   Signing Bonus. A signing bonus of 3,750 shares of Form S-8 common
          stock shall be paid to Employee as soon as practicable after execution
          of this Agreement.

     c.   Bonus, Incentive, Savings, and Retirement Plans. As Employee becomes
          eligible, Employee shall be entitled to participate in all bonus,
          incentive, stock option, savings, and retirement plans, policies, and
          programs made available by the Company to other peer employees of the
          Company.

     d.   To the extent it is available on commercially reasonable terms,
          provide and pay for comprehensive officer's liability insurance for
          the Employee with respect to his position in the Company.

     e.   Employer hereby grants Employee the non-qualified option to purchase
          the following amounts of common stock of Employer (the "Shares") at
          the following exercise prices, which option shall begin to vest six
          (6) months after the effective date of this agreement:


                                      105
<PAGE>

     Thirty Seven Thousand Five Hundred (37,500) shares at four cents ($.04) per
     share,
     Twelve Thousand Five Hundred (12,500) shares at eight dollars ($8.00) per
     share,
     Twelve Thousand Five Hundred (12,500) shares at sixteen dollars ($16.00)
     per share.
     Twelve Thousand Five Hundred (12,500) shares at twenty four dollars
     ($24.00) per share, and
     Twelve Thousand Five Hundred (12,500) shares at twenty eight dollars
     ($28.00) per share.

     At the end of six months from the effective date, the above optioned shares
of a $.04 exercise price shall become vested. At the end of nine months from the
effective date, the above optioned shares of an $8.00 exercise price shall
become vested. At the end of twelve months from the effective date, the above
optioned shares of a $16.00 exercise price shall become vested. At the end of
eighteen months from the effective date, the above optioned shares of a $24.00
exercise price shall become vested. At the end of twenty four months from the
effective date, the above optioned shares of a $28.00 exercise price shall
become vested.

     In the event of Employee's death, his options shall continue to vest
according to the above schedule, and shall be vested in his wife.

     The above optioned shares of a $.04 exercise price shall become vested at
the end of six months from the effective date even if Company terminates
Employee's employment, but not if Employee voluntarily terminates his
employment.

     In the event of a merger or consolidation in which Employer is not the
consolidated or surviving corporation, or a proposed dissolution or liquidation
of the Company, or a sale of all or substantially all of the assets or capital
stock of the Company (collectively, a "Reorganization"), then the shares of
stock subject to the option but not yet vested shall automatically vest in full
so that each option shall, immediately prior to the effective date of the
Reorganization, become fully exercisable.

     The number of shares subject to this option shall be proportionately
adjusted for any change in the stock structure of Employer because of share
dividends, recapitalizations, reorganizations, mergers, or otherwise. The option
is not assignable. Employee shall retain the right to exercise any portion of
the option until March 31, 2005. The option may be exercised in whole or in part
but may only be exercised in lots of 1,000 shares or more. Employee shall not
have any of the rights of, nor be treated as, a shareholder with respect to the
shares subject to this option until he has exercised that option and has become
the shareholder of record of those shares.

         The Shares shall be registered by the Company on a Form S-8 or other
appropriate registration form within six months of the Effective Date of this
Agreement. Such registration statement shall remain effective and not be
withdrawn until the expiration, or earlier exercise, of all options granted
hereunder.

         In the event that the Company is unable to provide the Shares indicated
above to Employee at such time that Employee delivers a notice of exercise of
his option, then Company shall make a cash payment to Employee equal to the
difference between the market price of the company's common stock and the
exercise price, multiplied by the number of the shares which are described in
Employee's notice of exercise.

         e. Welfare Benefit Plans. As Employee becomes eligible, Employee may
participate in and shall receive benefits under welfare benefit plans, policies,
and programs, including medical, dental, disability, and life insurance plans
and programs made available by the Company to other peer employees of the
Company.


                                      106
<PAGE>

         f. Vacation and Sick Leave. Employee shall be entitled to fifteen days
of vacation per year with full pay. Employee shall also be entitled to be absent
from employment due to illness for ten days per year with full pay. Employee's
vacation and sick leave shall be taken in accordance with and shall be subject
to the terms of the plans and policies in effect generally as to other peer
employees of the Company.

         g. Expenses. The Company shall reimburse Employee for all reasonable
business-related expenses incurred by Employee in connection with his employment
with the Company in accordance with the policies, practices, and procedures in
effect generally with respect to other peer employees of the Company.

4. Termination of Employment.

a. By Death.

(1) Employee's employment with the Company shall terminate automatically upon
Employee's death.

(2) The Company's obligations under this Agreement in such event shall be
limited to (a) the prorated payment of Employee's salary through two months
after the date of death; (b) the payment of any bonus or incentive compensation
earned in accordance with this Agreement through the date of Employee's death to
the extent not yet paid; (c) the payment of accrued and unused vacation through
the date of Employee's death; (d) the payment of any unpaid reimbursable
business expenses incurred and documented by Employee in accordance with this
Agreement; and (e) the stock options described herein. The Company shall make
any payments of cash to Employee's wife. As of the date of Employee's death, the
Company's obligations under this Agreement shall terminate and the Company will
have no further obligation to pay Employee or his estate or beneficiaries any
compensation or other amounts, except as required by law.


b. For Cause.

(1) Notwithstanding any other provision contained in this Agreement, the Company
may terminate this Agreement immediately, at any time, for cause. For purposes
of this Agreement, "cause" is defined as one or more of the following:

(a) any willful breach or habitual neglect of the Employee's material duties
which he is required to perform under the terms of this Agreement, after
reasonable written warning; (b) the commission of any material act of
dishonesty, fraud, misrepresentation, or other act of moral turpitude, or the
breach of a fiduciary duty for the purpose of gaining personal profit; (c)
failure to obey the lawful direction of the Company's Chief Executive Officer in
such a way that has a direct, substantial, and adverse effect on the Company's
reputation; and (d) the conviction of a felony.

(2) In the event of such termination, the Company's obligations under this
Agreement shall be limited to (a) the prorated payment of Employee's salary
through the date of termination to the extent not yet paid; (b) the payment of
any bonus or incentive compensation earned in accordance with this Agreement
through the date of termination to the extent not yet paid; (c) the payment of
accrued and unused vacation through the date of termination; (d) the payment of
any unpaid reimbursable business expenses incurred and documented by Employee in
accordance with this Agreement; and (e) any vested interest in any stock options
or stock option plans with the Company. As of the date of termination, the
Company's obligations under this Agreement shall terminate and the Company will
have no further obligation to pay Employee any compensation or other amounts,
except as required by law.

c. By Company for Other than Cause or Death.


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<PAGE>

(1) The Company may terminate this Agreement for any reason upon delivery of
    sixty (60) days' pay to Employee, and no notice shall be necessary. Employee
    shall thereafter make himself available, full time, for two weeks, to ease
    the transition for the Company.

(2) In the event of such termination, the Company's obligations under this
    Agreement shall be limited to (a) the prorated payment of Employee's salary
    through the date of termination to the extent not yet paid; (b) the payment
    of any bonus or incentive compensation earned in accordance with this
    Agreement through the date of termination to the extent not yet paid; (c)
    the payment of accrued and unused vacation through the date of termination;
    (d) the payment of any unpaid reimbursable business expenses incurred and
    documented by Employee in accordance with this Agreement; and (e) any vested
    interest in any stock options or stock option plans with the Company. As of
    the date of termination, the Company's obligations under this Agreement
    shall terminate and the Company will have no further obligation to pay
    Employee any compensation or other amounts, except as required by law.

d.  By Employee.

(1) Employee may terminate this agreement at any time by giving sixty (60)
days'written notice.

(2) In the event of such termination, the Company's obligations under this
Agreement shall be limited to (a) the prorated payment of Employee's salary
through the date of termination to the extent not yet paid; (b) the payment of
any bonus or incentive compensation earned in accordance with this Agreement
through the date of termination to the extent not yet paid; (c) the payment of
accrued and unused vacation through the date of termination; (d) the payment of
any unpaid reimbursable business expenses incurred and documented by Employee in
accordance with this Agreement; and (e) any vested interest in any stock options
or stock option plans with the Company. As of the date of termination, the
Company's obligations under this Agreement shall terminate and the Company will
have no further obligation to pay Employee any compensation or other amounts,
except as required by law.

e.  Notice of Termination. Any termination shall be communicated by written
notice to the other party. With respect to any termination by the Company for
Cause, the Notice of Termination shall set forth in reasonable detail the facts
and circumstances claimed to provide a basis for such termination.

5.  Transfers. Unless Employee otherwise consents, the principal place of
Employee's employment shall be within a 10 mile radius of St. George, Utah.

6.  Noncompetition.
Employee shall not directly or indirectly, either individually or in partnership
or in conjunction with any person, firm, syndicate, company or corporation, as
principal, agent, employee, or shareholder or in any other manner whatsoever,
carry on or be engaged in or concerned with or advise, lend money to, guarantee
the debts or obligations of or permit his name to be used or employed in
connection with the operation or management of any competing business;
             a.   At any time or in any place while employed by the Company; and
             b.   For a period of six months from the termination of the
                  Employee's employment with the Company for any reason
                  whatsoever, within the United States of America or Canada,
                  where the Company has operations or firm plans to commence
                  operations.

7. Confidential and Proprietary Information.
a. Employee agrees to maintain as secret and confidential all trade secret and
nonpublic information relating to the Company and the business of the Company
that was disclosed to or acquired or known by Employee during Employee's
employment with the Company. Such Company trade secret or confidential
information includes any and all lists of names, including customer lists,
personnel, pricing and account information, marketing plans, information
concerning litigation or pending litigation, and any communications subject to
the attorney-client privilege as to the Company's attorneys. During Employee's
employment by the Company and after the termination of Employee's employment,
Employee shall not, without prior written authorization and consent of the Chief
Executive Officer, or as may otherwise be required by law or legal process, use
or communicate or disclose any such trade secret or confidential


                                      108
<PAGE>

information to any third party other than the Company and those whom the Company
authorizes to receive such information.

b. Employee acknowledges and agrees that all Company property, including keys,
credit cards, books, manuals, records, reports, notes, contracts, customer
lists, and other information defined as confidential and proprietary in any
other agreement between the parties' copies of any of the foregoing, and any
equipment furnished to Employee by the Company, belong to the Company and shall
be promptly returned to the Company upon termination of employment.



8. Arbitration.

a. All claims, disputes, controversies, or disagreements of any kind whatsoever
("claims"), including any claim arising out of or in connection with Employee's
employment or the termination of Employee's employment, that may arise between
Employee and the Company, including any claims that may arise between Employee
and the Company's officers, directors, employees, or agents in their capacity as
such, shall be submitted to final and binding arbitration before the American
Arbitration Association in St. George, Utah in accordance with the rules and
procedures of the American Arbitration Association then existing.

b. Claims covered by this arbitration provision include, but are not limited to
the following: (1) alleged violations of federal, state, or local constitutions,
statutes, regulations, or ordinances, including, but not limited to,
antidiscrimination and harassment laws: (2) allegations of a breach of a
contractual obligation; and (3) alleged violations of public policy.

c. The following are expressly excluded from this arbitration provision and are
not covered by this Agreement: (1) claims related to workers' compensation or
unemployment insurance; (2) administrative claims filed with government agencies
such as the Equal Employment Opportunity Commission (EEOC), or the National
Labor Relations Board (NLRB); and (3) claims that are expressly excluded by
statute.

d. In consideration for and as a material condition of Employee's employment
with the Company, Employee agrees that final and binding arbitration is the
exclusive means for resolving the claims outlined in this Agreement. However,
this Agreement does not in any way alter the at-will status of Employee's
employment. This Agreement is a waiver of all rights Employee may have to a
civil court action on any dispute outlined by this Agreement. Accordingly, only
an arbitrator, not a judge or jury, will decide the dispute, although the
arbitrator has the authority to award any type of relief that could otherwise be
awarded by a judge or jury.

e. The fees and costs of the arbitration shall be borne equally by Employee and
the Company, except that the Company shall advance all costs of the arbitration,
subject to later allocation by the arbitrator, and Employee and the Company
shall each pay for their own attorney fees or costs of representation, subject
to later allocation by the arbitrator.

9. Notices. All notices and communications provided for in this Agreement shall
be in writing and shall be delivered personally or sent by registered,
certified, or express mail, return receipt requested, postage prepaid, or sent
by facsimile or prepaid courier service to the parties at the addresses set
forth in the introductory paragraph of this Agreement. Either party may change
the address to which notices shall be sent by written notice as provided in this
paragraph. Such notices and communications shall be deemed received as follows:
a. In the case of personal delivery, the day of actual receipt;
b. In the case of express mail or delivery by courier service, the day
designated for delivery;
c. In the case of registered or certified mail, five (5) days after deposit in
the mail; and
d. In the case of facsimile, the date upon which the transmitting party received
confirmation of receipt by facsimile, telephone, or otherwise.


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<PAGE>

10. Assignment. This Agreement is personal to Employee and shall not be assigned
by Employee. Any such assignment shall be null and void.

11. Severability. The provisions of this Agreement are divisible; if any such
provision shall be deemed invalid or unenforceable, such provision shall be
deemed limited to the extent necessary to render it valid and enforceable and
the remaining provisions of this Agreement shall continue in full force and
effect without being impaired or invalidated in any way.

12. Waiver. No delay or omission by the Company or Employee in exercising any
right under this Agreement shall operate as a waiver of that or any other right.
No waiver of any provision of this Agreement, or consent to any departure by
either party from any provision of this Agreement, shall be effective in any
event unless it is in writing, designated a waiver, and signed by the party
waiving the breach. Such a waiver shall be effective only in the specific
instance and for the purpose for which it is given.

13. Construction and Governing Law. The captions used in connection with this
Agreement are for reference purposes only and shall not be construed as part of
this Agreement. This Agreement shall be governed by and construed in accordance
with the laws of the State of Utah.

14. Entire Agreement. This Agreement supersedes all prior agreements,
understandings, and communications between Employee and the Company, whether
written or oral, express or implied, relating to the subject matter of this
Agreement and is intended as a complete and final expression of the terms of the
agreement between Employee and the Company and shall not be changed or subject
to change orally. The parties further agree and acknowledge that neither they
nor anyone acting on their behalf made any inducements, agreements, promises, or
representations other than those set forth in this Agreement

15. Amendment. This Agreement may not be altered or amended except in a writing
signed by both parties to this Agreement.

16. Legal Counsel. Employee and the Company recognize that this is a legally
binding contract and acknowledge and agree that they have had the opportunity to
consult with legal counsel of their choice.

17. Subject to Approvals. This contract is subject to the approval of the Board
of Directors, and the options granted herein are subject to the approval of the
Shareholders.

         IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first set forth above.


Chequemate International, Inc.


By:__/s/ J. Michael Heil________________
    J. Michael Heil, Chief Executive Officer



Employee:



_____/s/ Dennis Derrick_______________
     Dennis Derrick


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<PAGE>

                              Employment Agreement

         THIS EMPLOYMENT AGREEMENT ("Agreement") is made as of March 31, 2000,
(the "Effective Date") by and between Chequemate International, Inc., a Utah
corporation (referred to in this Agreement as the "Company"), whose address is
330 Washington Blvd., Suite 507, Marina del Rey, CA 90292-5146, and Fernando
Gomez, (referred to in this Agreement as "Employee"), whose address is 8152
Zitola Terrace, Playa del Rey, California 90293.

                                    Recitals

A. The Company is engaged in the business of launching a stereoscopic cable
television network.

B. Employee has substantial experience and expertise in cable television
marketing.

         NOW, THEREFORE, in consideration of the mutual promises and conditions
contained in this Agreement, the Company and Employee agree as follows:

1. Employment and Duties. The Company shall employ Employee as Vice President
for Affiliate Relations of the C3D Television Network and Employee accepts that
employment. Employee shall devote substantially all of his normal business time,
attention, energy, knowledge, and skill solely and exclusively to performing all
duties as assigned or delegated to him by the Chief Executive Officer of the
Company.

2. Term.  This Agreement shall be for a term of forty-eight (48) months.

3. Compensation and Expenses.

         a. Salary. In consideration of Employee's services to the Company, the
Company will pay to Employee an annual salary of One Hundred Twenty Thousand
Dollars ($120,000.00), which shall be payable semimonthly on a prorated basis
and from which the Company shall withhold and deduct all taxes required by
federal and state laws and any other authorized deductions. The Company may, in
its sole discretion, further increase Employee's salary, but it may not reduce
it during Employee's employment with the Company.

         b. Bonus, Incentive, Savings, and Retirement Plans. As Employee becomes
eligible, Employee shall be entitled to participate in all bonus, incentive,
stock option, savings, and retirement plans, policies, and programs made
available by the Company to other peer employees of the Company.

         c. Employer hereby grants Employee the non-qualified option to purchase
the following amounts of common stock of Employer (the "Shares") at the
following exercise prices, which option shall begin to vest six (6) months after
the effective date of this agreement:

   Twenty Five Thousand (25,000) shares at four cents ($.04) per share,
   Twelve thousand five hundred (12,500) shares at eight dollars ($8.00) per
   share,
   Twelve thousand five hundred (12,500) shares at sixteen dollars ($16.00) per
   share,
   Twelve thousand five hundred (12,500) shares at twenty four dollars ($24.00)
   per share, and
   Twelve thousand five hundred (12,500) shares at twenty eight dollars ($28.00)
   per share.

   At the end of six months from the effective date, the above optioned shares
of a $.04 exercise price shall become vested. At the end of nine months from the
effective date, the above optioned shares of an $8.00 exercise price shall
become vested. At the end of twelve months from the effective date, the above
optioned shares of a $16.00 exercise price shall become vested. At the end of
eighteen months from the effective date, the above optioned shares of a $24.00
exercise price shall become vested. At the end of


                                      111
<PAGE>

twenty four months from the effective date, the above optioned shares of a
$28.00 exercise price shall become vested.

   In the event of a merger or consolidation in which Employer is not the
consolidated or surviving corporation, or a proposed dissolution or liquidation
of the Company, or a sale of all or substantially all of the assets or capital
stock of the Company (collectively, a "Reorganization"), then the shares of
stock subject to the option but not yet vested shall automatically vest in full
so that each option shall, immediately prior to the effective date of the
Reorganization, become fully exercisable.

   The number of shares subject to this option shall be proportionately adjusted
for any change in the stock structure of Employer because of share dividends,
recapitalizations, reorganizations, mergers, or otherwise. The option is not
assignable. Employee shall retain the right to exercise any portion of the
option until March 31, 2005. The option may be exercised in whole or in part but
may only be exercised in lots of 1,000 shares or more. Employee shall not have
any of the rights of, nor be treated as, a shareholder with respect to the
shares subject to this option until he has exercised that option and has become
the shareholder of record of those shares.

         The Shares shall be registered by the Company on a Form S-8 or other
appropriate registration form within six months of the Effective Date of this
Agreement. Such registration statement shall remain effective and not be
withdrawn until the expiration, or earlier exercise, of all options granted
hereunder.

         In the event that the Company is unable to provide the Shares indicated
above to Employee at such time that Employee delivers a notice of exercise of
his option, then Company shall make a cash payment to Employee equal to the
difference between the market price of the company's common stock and the
exercise price, multiplied by the number of the shares which are described in
Employee's notice of exercise.

         d. Welfare Benefit Plans. As Employee becomes eligible, Employee may
participate in and shall receive benefits under welfare benefit plans, policies,
and programs, including medical, dental, disability, and life insurance plans
and programs made available by the Company to other peer employees of the
Company.

         e. Vacation and Sick Leave. Employee shall be entitled to fifteen days
of vacation per year with full pay. Employee shall also be entitled to be absent
from employment due to illness for ten days per year with full pay. Employee's
vacation and sick leave shall be taken in accordance with and shall be subject
to the terms of the plans and policies in effect generally as to other peer
employees of the Company.

         f. Expenses. The Company shall reimburse Employee for all reasonable
business-related expenses incurred by Employee in connection with his employment
with the Company in accordance with the policies, practices, and procedures in
effect generally with respect to other peer employees of the Company.


4. Termination of Employment.

a. By Death.

(1) Employee's employment with the Company shall terminate automatically upon
Employee's death.

(2) The Company's obligations under this Agreement in such event shall be
limited to (a) the prorated payment of Employee's salary through the date of
death to the extent not yet paid; (b) the payment of any bonus or incentive
compensation earned in accordance with this Agreement through the date of
Employee's death to the extent not yet paid; (c) the payment of accrued and
unused vacation through the date of


                                      112
<PAGE>

Employee's death; (d) the payment of any unpaid reimbursable business expenses
incurred and documented by Employee in accordance with this Agreement; and (e)
any vested interest in any stock options or stock option plans with the Company.
The Company shall make the payments to Employee's estate or beneficiary, as
applicable. As of the date of Employee's death, the Company's obligations under
this Agreement shall terminate and the Company will have no further obligation
to pay Employee or his estate or beneficiaries any compensation or other
amounts, except as required by law.


b. By Disability.

(1) The Company may terminate Employee's employment with the Company during any
period in which Employee is considered by the Company to be disabled. Employee
shall be considered "disabled" if, in the sole opinion of the Company, as
determined in good faith, Employee is prevented, after reasonable accommodation
by the Company, from properly performing his duties due to a mental or physical
illness for a period of thirty days in the aggregate in any 12-month period.

(2) In the event of such termination, the Company's obligations under this
Agreement shall be limited to (a) the prorated payment of Employee's salary
through the date of termination to the extent not yet paid; (b) the payment of
any bonus or incentive compensation earned in accordance with this Agreement
through the date of termination to the extent not yet paid: (c) the payment of
accrued and unused vacation through the date of termination; (d) the payment of
any unpaid reimbursable business expenses incurred and documented by Employee in
accordance with this Agreement; and (e) any vested interest in any stock options
or stock option plans with the Company. The Company shall make the payments to
Employee or Employee's legal representative, as applicable. As of the date of
termination, the Company's obligations under this Agreement shall terminate and
the Company will have no further obligation to pay Employee any compensation or
other amounts, except as required by law.


c. For Cause.

(1) Notwithstanding any other provision contained in this Agreement, the Company
may terminate this Agreement immediately, at any time, for cause. For purposes
of this Agreement, "cause" shall be deemed to include:

(a) any willful breach or habitual neglect of the Employee's material duties
which he is required to perform under the terms of this Agreement, after
reasonable written warning; (b) the commission of any material act of
dishonesty, fraud, misrepresentation, or other act of moral turpitude, or the
breach of a fiduciary duty for the purpose of gaining personal profit; (c)
failure to obey the lawful direction of the Company's Chief Executive Officer in
such a way that has a direct, substantial, and adverse effect on the Company's
reputation; and (d) the conviction of a felony.

(2) In the event of such termination, the Company's obligations under this
Agreement shall be limited to (a) the prorated payment of Employee's salary
through the date of termination to the extent not yet paid; (b) the payment of
any bonus or incentive compensation earned in accordance with this Agreement
through the date of termination to the extent not yet paid; (c) the payment of
accrued and unused vacation through the date of termination; (d) the payment of
any unpaid reimbursable business expenses incurred and documented by Employee in
accordance with this Agreement; and (e) any vested interest in any stock options
or stock option plans with the Company. As of the date of termination, the
Company's obligations under this Agreement shall terminate and the Company will
have no further obligation to pay Employee any compensation or other amounts,
except as required by law.

d. By Company for Other than Cause, Death, or Disability.


                                      113
<PAGE>

5.  The Company may terminate this Agreement for any reason upon delivery of six
    (6) months' pay to Employee, and no notice shall be necessary. Employee
    shall thereafter make himself available, full time, for two weeks, to ease
    the transition for the Company.

6.   In the event of such termination, the Company's obligations under this
     Agreement shall be limited to (a) the prorated payment of Employee's salary
     through the date of termination to the extent not yet paid; (b) the payment
     of any bonus or incentive compensation earned in accordance with this
     Agreement through the date of termination to the extent not yet paid; (c)
     the payment of accrued and unused vacation through the date of termination;
     (d) the payment of any unpaid reimbursable business expenses incurred and
     documented by Employee in accordance with this Agreement; and (e) any
     vested interest in any stock options or stock option plans with the
     Company. As of the date of termination, the Company's obligations under
     this Agreement shall terminate and the Company will have no further
     obligation to pay Employee any compensation or other amounts, except as
     required by law.

e.  By Employee.

     5.   Employee may terminate this agreement at any time by giving sixty (60)
          days'written notice.

     6.   In the event of such termination, the Company's obligations under this
          Agreement shall be limited to (a) the prorated payment of Employee's
          salary through the date of termination to the extent not yet paid; (b)
          the payment of any bonus or incentive compensation earned in
          accordance with this Agreement through the date of termination to the
          extent not yet paid; (c) the payment of accrued and unused vacation
          through the date of termination; (d) the payment of any unpaid
          reimbursable business expenses incurred and documented by Employee in
          accordance with this Agreement; and (e) any vested interest in any
          stock options or stock option plans with the Company. As of the date
          of termination, the Company's obligations under this Agreement shall
          terminate and the Company will have no further obligation to pay
          Employee any compensation or other amounts, except as required by law.

5.       Notice of Termination.

Any termination shall be communicated by written notice to the other party. With
respect to any termination by the Company for Cause or Disability, the Notice of
Termination shall set forth in reasonable detail the facts and circumstances
claimed to provide a basis for such termination.


6.       Noncompetition.
Employee shall not directly or indirectly, either individually or in partnership
or in conjunction with any person, firm, syndicate, company or corporation, as
principal, agent, employee, or shareholder or in any other manner whatsoever,
carry on or be engaged in or concerned with or advise, lend money to, guarantee
the debts or obligations of or permit his name to be used or employed in
connection with the operation or management of any similar business to that
carried on by the Company;
          a.   At any time or in any place while employed by the Company; and
          b.   For a period of six months from the termination of the Employee's
               employment with the Company for any reason whatsoever, within the
               United States of America or Canada, where the Company has
               operations or firm plans to commence operations.

7. Transfers. Unless Employee otherwise consents, the principal place of
Employee's employment shall be within a 10 mile radius of Marina del Rey,
California.

8. Confidential and Proprietary Information.
a. Employee agrees to maintain as secret and confidential all trade secret and
nonpublic information relating to the Company and the business of the Company
that was disclosed to or acquired or known by Employee during Employee's
employment with the Company. Such Company trade secret or confidential
information includes any and all lists of names, including customer lists,
personnel, pricing and account information, marketing plans, information
concerning litigation or pending litigation, and any


                                      114
<PAGE>

communications subject to the attorney-client privilege as to the Company's
attorneys. During Employee's employment by the Company and after the termination
of Employee's employment, Employee shall not, without prior written
authorization and consent of the Chief Executive Officer, or as may otherwise be
required by law or legal process, use or communicate or disclose any such trade
secret or confidential information to any third party other than the Company and
those whom the Company authorizes to receive such information.

b. Employee acknowledges and agrees that all Company property, including keys,
credit cards, books, manuals, records, reports, notes, contracts, customer
lists, and other information defined as confidential and proprietary in any
other agreement between the parties' copies of any of the foregoing, and any
equipment furnished to Employee by the Company, belong to the Company and shall
be promptly returned to the Company upon termination of employment.


9. Arbitration.

a. All claims, disputes, controversies, or disagreements of any kind whatsoever
("claims"), including any claim arising out of or in connection with Employee's
employment or the termination of Employee's employment, that may arise between
Employee and the Company, including any claims that may arise between Employee
and the Company's officers, directors, employees, or agents in their capacity as
such, shall be submitted to final and binding arbitration before the American
Arbitration Association in Los Angeles, California in accordance with the rules
and procedures of the American Arbitration Association then existing.

b. Claims covered by this arbitration provision include, but are not limited to
the following: (1) alleged violations of federal, state, or local constitutions,
statutes, regulations, or ordinances, including, but not limited to,
antidiscrimination and harassment laws: (2) allegations of a breach of a
contractual obligation; and (3) alleged violations of public policy.

c. The following are expressly excluded from this arbitration provision and are
not covered by this Agreement: (1) claims related to workers' compensation or
unemployment insurance; (2) administrative claims filed with government agencies
such as the Equal Employment Opportunity Commission (EEOC), Department of Fair
Employment and Housing (DFEH), or the National Labor Relations Board (NLRB); and
(3) claims that are expressly excluded by statute.

d. In consideration for and as a material condition of Employee's employment
with the Company, Employee agrees that final and binding arbitration is the
exclusive means for resolving the claims outlined in this Agreement. However,
this Agreement does not in any way alter the at-will status of Employee's
employment. This Agreement is a waiver of all rights Employee may have to a
civil court action on any dispute outlined by this Agreement. Accordingly, only
an arbitrator, not a judge or jury, will decide the dispute, although the
arbitrator has the authority to award any type of relief that could otherwise be
awarded by a judge or jury.

e. The fees and costs of the arbitration shall be borne equally by Employee and
the Company, except that the Company shall advance all costs of the arbitration,
subject to later allocation by the arbitrator, and Employee and the Company
shall each pay for their own attorney fees or costs of representation, subject
to later allocation by the arbitrator.

10. Notices. All notices and communications provided for in this Agreement shall
be in writing and shall be delivered personally or sent by registered,
certified, or express mail, return receipt requested, postage prepaid, or sent
by facsimile or prepaid courier service to the parties at the addresses set
forth in the introductory paragraph of this Agreement. Either party may change
the address to which notices shall be sent by written notice as provided in this
paragraph. Such notices and communications shall be deemed received as follows:
a. In the case of personal delivery, the day of actual receipt;
b. In the case of express mail or delivery by courier service, the day
designated for delivery;


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<PAGE>

c. In the case of registered or certified mail, five (5) days after deposit in
the mail; and
d. In the case of facsimile, the date upon which the transmitting party received
confirmation of receipt by facsimile, telephone, or otherwise.

11. Assignment. This Agreement is personal to Employee and shall not be assigned
by Employee. Any such assignment shall be null and void.

12. Severability. The provisions of this Agreement are divisible; if any such
provision shall be deemed invalid or unenforceable, such provision shall be
deemed limited to the extent necessary to render it valid and enforceable and
the remaining provisions of this Agreement shall continue in full force and
effect without being impaired or invalidated in any way.

13. Waiver. No delay or omission by the Company or Employee in exercising any
right under this Agreement shall operate as a waiver of that or any other right.
No waiver of any provision of this Agreement, or consent to any departure by
either party from any provision of this Agreement, shall be effective in any
event unless it is in writing, designated a waiver, and signed by the party
waiving the breach. Such a waiver shall be effective only in the specific
instance and for the purpose for which it is given.

14. Construction and Governing Law. The captions used in connection with this
Agreement are for reference purposes only and shall not be construed as part of
this Agreement. This Agreement shall be governed by and construed in accordance
with the laws of the State of California.

15. Entire Agreement. This Agreement supersedes all prior agreements,
understandings, and communications between Employee and the Company, whether
written or oral, express or implied, relating to the subject matter of this
Agreement and is intended as a complete and final expression of the terms of the
agreement between Employee and the Company and shall not be changed or subject
to change orally. The parties further agree and acknowledge that neither they
nor anyone acting on their behalf made any inducements, agreements, promises, or
representations other than those set forth in this Agreement

16. Amendment. This Agreement may not be altered or amended except in a writing
signed by both parties to this Agreement.

17. Legal Counsel. Employee and the Company recognize that this is a legally
binding contract and acknowledge and agree that they have had the opportunity to
consult with legal counsel of their choice.

18. Subject to Approvals. This contract is subject to the approval of the Board
of Directors, and the options granted herein are subject to the approval of the
Shareholders.


         IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first set forth above.


Chequemate International, Inc.


By:___/s/ J. Michael Heil_______________
    J. Michael Heil, Chief Executive Officer

Employee:


______/s/ Fernando Gomez____________
     Fernando Gomez


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<PAGE>

                              Employment Agreement

         THIS EMPLOYMENT AGREEMENT ("Agreement") is made as of March 31, 2000,
(the "Effective Date") by and between Chequemate International, Inc., a Utah
corporation (referred to in this Agreement as the "Company"), whose address is
330 Washington Blvd., Suite 507, Marina del Rey, CA 90292-5146, and Doug
Stanley, (referred to in this Agreement as "Employee"), whose address is 940
Bonnie Lane, Auburn, California 95603.

                                    Recitals

A. The Company is engaged in the business of launching a stereoscopic cable
television network.

B. Employee has substantial experience and expertise in television production.

         NOW, THEREFORE, in consideration of the mutual promises and conditions
contained in this Agreement, the Company and Employee agree as follows:

1. Employment and Duties. The Company shall employ Employee as General Manager
of the C3D Television Network and Employee accepts that employment. Employee
shall devote substantially all of his normal business time, attention, energy,
knowledge, and skill solely and exclusively to performing all duties as General
Manager as assigned or delegated to him by the Chief Executive Officer of the
Company.

2. Term.  This Agreement shall be for a term of forty-eight (48) months.

3. Compensation and Expenses.

         a. Salary. In consideration of Employee's services to the Company, the
Company will pay to Employee an annual salary of Eighty Four Thousand Dollars
($84,000.00), which shall be payable semimonthly on a prorated basis and from
which the Company shall withhold and deduct all taxes required by federal and
state laws and any other authorized deductions. The Company may, in its sole
discretion, further increase Employee's salary, but it may not reduce it during
Employee's employment with the Company.

         b. Bonus, Incentive, Savings, and Retirement Plans. As Employee becomes
eligible, Employee shall be entitled to participate in all bonus, incentive,
stock option, savings, and retirement plans, policies, and programs made
available by the Company to other peer employees of the Company.

         c. Employer hereby grants Employee the non-qualified option to purchase
the following amounts of common stock of Employer (the "Shares") at the
following exercise prices, which option shall begin to vest as soon as a Form
S-8 registering the underlying shares becomes effective:

   Thirty Seven Thousand Five Hundred (37,500) shares at four cents ($.04) per
   share,
   Twelve thousand five hundred (12,500) shares at eight dollars ($8.00) per
   share,
   Twelve thousand five hundred (12,500) shares at sixteen dollars ($16.00) per
   share,
   Twelve thousand five hundred (12,500) shares at twenty four dollars ($24.00)
   per share, and
   Twelve thousand five hundred (12,500) shares at twenty eight dollars ($28.00)
   per share.

   As soon as a Form S-8 registering the underlying shares becomes effective,
the above optioned shares of a $.04 exercise price shall become vested. At the
end of nine months from the effective date, the above optioned shares of an
$8.00 exercise price shall become vested. At the end of twelve months from the
effective date, the above optioned shares of a $16.00 exercise price shall
become vested. At the end of eighteen months from the effective date, the above
optioned shares of a $24.00 exercise price shall


                                      117
<PAGE>

become vested. At the end of twenty four months from the effective date, the
above optioned shares of a $28.00 exercise price shall become vested.

   In the event of a merger or consolidation in which Employer is not the
consolidated or surviving corporation, or a proposed dissolution or liquidation
of the Company, or a sale of all or substantially all of the assets or capital
stock of the Company (collectively, a "Reorganization"), then the shares of
stock subject to the option but not yet vested shall automatically vest in full
so that each option shall, immediately prior to the effective date of the
Reorganization, become fully exercisable.

   The number of shares subject to this option shall be proportionately adjusted
for any change in the stock structure of Employer because of share dividends,
recapitalizations, reorganizations, mergers, or otherwise. The option is not
assignable. Employee shall retain the right to exercise any portion of the
option until March 31, 2005. The option may be exercised in whole or in part but
may only be exercised in lots of 1,000 shares or more. Employee shall not have
any of the rights of, nor be treated as, a shareholder with respect to the
shares subject to this option until he has exercised that option and has become
the shareholder of record of those shares.

         The Shares shall be registered by the Company on a Form S-8 or other
appropriate registration form within six months of the Effective Date of this
Agreement. Such registration statement shall remain effective and not be
withdrawn until the expiration, or earlier exercise, of all options granted
hereunder.

         In the event that the Company is unable to provide the Shares indicated
above to Employee at such time that Employee delivers a notice of exercise of
his option, then Company shall make a cash payment to Employee equal to the
difference between the market price of the company's common stock and the
exercise price, multiplied by the number of the shares which are described in
Employee's notice of exercise.

         d. Welfare Benefit Plans. As Employee becomes eligible, Employee may
participate in and shall receive benefits under welfare benefit plans, policies,
and programs, including medical, dental, disability, and life insurance plans
and programs made available by the Company to other peer employees of the
Company.

         e. Vacation and Sick Leave. Employee shall be entitled to fifteen days
of vacation per year with full pay. Employee shall also be entitled to be absent
from employment due to illness for ten days per year with full pay. Employee's
vacation and sick leave shall be taken in accordance with and shall be subject
to the terms of the plans and policies in effect generally as to other peer
employees of the Company.

         f. Expenses. The Company shall reimburse Employee for all reasonable
business-related expenses incurred by Employee in connection with his employment
with the Company in accordance with the policies, practices, and procedures in
effect generally with respect to other peer employees of the Company.


4. Termination of Employment.

a. By Death.

(1) Employee's employment with the Company shall terminate automatically upon
Employee's death.

(2) The Company's obligations under this Agreement in such event shall be
limited to (a) the prorated payment of Employee's salary through the date of
death to the extent not yet paid; (b) the payment of any bonus or incentive
compensation earned in accordance with this Agreement through the date of
Employee's death to the extent not yet paid; (c) the payment of accrued and
unused vacation through the date of


                                      118
<PAGE>

Employee's death; (d) the payment of any unpaid reimbursable business expenses
incurred and documented by Employee in accordance with this Agreement; and (e)
any vested interest in any stock options or stock option plans with the Company.
The Company shall make the payments to Employee's estate or beneficiary, as
applicable. As of the date of Employee's death, the Company's obligations under
this Agreement shall terminate and the Company will have no further obligation
to pay Employee or his estate or beneficiaries any compensation or other
amounts, except as required by law.


b. By Disability.

(1) The Company may terminate Employee's employment with the Company during any
period in which Employee is considered by the Company to be disabled. Employee
shall be considered "disabled" if, in the sole opinion of the Company, as
determined in good faith, Employee is prevented, after reasonable accommodation
by the Company, from properly performing his duties due to a mental or physical
illness for a period of thirty days in the aggregate in any 12-month period.

(2) In the event of such termination, the Company's obligations under this
Agreement shall be limited to (a) the prorated payment of Employee's salary
through the date of termination to the extent not yet paid; (b) the payment of
any bonus or incentive compensation earned in accordance with this Agreement
through the date of termination to the extent not yet paid: (c) the payment of
accrued and unused vacation through the date of termination; (d) the payment of
any unpaid reimbursable business expenses incurred and documented by Employee in
accordance with this Agreement; and (e) any vested interest in any stock options
or stock option plans with the Company. The Company shall make the payments to
Employee or Employee's legal representative, as applicable. As of the date of
termination, the Company's obligations under this Agreement shall terminate and
the Company will have no further obligation to pay Employee any compensation or
other amounts, except as required by law.


c. For Cause.

(1) Notwithstanding any other provision contained in this Agreement, the
Company may terminate this Agreement immediately, at any time, for cause. For
purposes of this Agreement, "cause" shall be deemed to include:
(a) any willful breach or habitual neglect of the Employee's material duties
which he is required to perform under the terms of this Agreement, after
reasonable written warning;
(b) the commission of any material act of dishonesty, fraud,
misrepresentation, or other act of moral turpitude, or the breach of a
fiduciary duty for the purpose of gaining personal profit;
(c) failure to obey the lawful direction of the Company's Chief Executive
Officer in such a way that has a direct, substantial, and adverse effect on
the Company's reputation; and
(d) the conviction of a felony.

(2) In the event of such termination, the Company's obligations under this
Agreement shall be limited to (a) the prorated payment of Employee's salary
through the date of termination to the extent not yet paid; (b) the payment of
any bonus or incentive compensation earned in accordance with this Agreement
through the date of termination to the extent not yet paid; (c) the payment of
accrued and unused vacation through the date of termination; (d) the payment of
any unpaid reimbursable business expenses incurred and documented by Employee in
accordance with this Agreement; and (e) any vested interest in any stock options
or stock option plans with the Company. As of the date of termination, the
Company's obligations under this Agreement shall terminate and the Company will
have no further obligation to pay Employee any compensation or other amounts,
except as required by law.

d. By Company for Other than Cause, Death, or Disability.


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<PAGE>

5.  The Company may terminate this Agreement for any reason upon delivery of
    sixty (60) days' pay to Employee, and no notice shall be necessary. Employee
    shall thereafter make himself available, full time, for two weeks, to ease
    the transition for the Company.

6.  In the event of such termination, the Company's obligations under this
    Agreement shall be limited to (a) the prorated payment of Employee's salary
    through the date of termination to the extent not yet paid; (b) the payment
    of any bonus or incentive compensation earned in accordance with this
    Agreement through the date of termination to the extent not yet paid; (c)
    the payment of accrued and unused vacation through the date of termination;
    (d) the payment of any unpaid reimbursable business expenses incurred and
    documented by Employee in accordance with this Agreement; and (e) any vested
    interest in any stock options or stock option plans with the Company. As of
    the date of termination, the Company's obligations under this Agreement
    shall terminate and the Company will have no further obligation to pay
    Employee any compensation or other amounts, except as required by law.

e.  By Employee.

5. Employee may terminate this agreement at any time by giving sixty (60)
days'written notice.

    6.  In the event of such termination, the Company's obligations under this
        Agreement shall be limited to (a) the prorated payment of Employee's
        salary through the date of termination to the extent not yet paid; (b)
        the payment of any bonus or incentive compensation earned in accordance
        with this Agreement through the date of termination to the extent not
        yet paid; (c) the payment of accrued and unused vacation through the
        date of termination; (d) the payment of any unpaid reimbursable business
        expenses incurred and documented by Employee in accordance with this
        Agreement; and (e) any vested interest in any stock options or stock
        option plans with the Company. As of the date of termination, the
        Company's obligations under this Agreement shall terminate and the
        Company will have no further obligation to pay Employee any compensation
        or other amounts, except as required by law.

5.  Notice of Termination.

Any termination shall be communicated by written notice to the other party. With
respect to any termination by the Company for Cause or Disability, the Notice of
Termination shall set forth in reasonable detail the facts and circumstances
claimed to provide a basis for such termination.


6.  Noncompetition.
Employee shall not directly or indirectly, either individually or in partnership
or in conjunction with any person, firm, syndicate, company or corporation, as
principal, agent, employee, or shareholder or in any other manner whatsoever,
carry on or be engaged in or concerned with or advise, lend money to, guarantee
the debts or obligations of or permit his name to be used or employed in
connection with the operation or management of any similar business to that
carried on by the Company;
        a.  At any time or in any place while employed by the Company; and
        b.  For a period of six months from the termination of the Employee's
            employment with the Company for any reason whatsoever, within the
            United States of America or Canada, where the Company has operations
            or firm plans to commence operations.

7. Transfers. Unless Employee otherwise consents, the principal place of
Employee's employment shall be within a 10 mile radius of Marina del Rey,
California.

8. Confidential and Proprietary Information.
a. Employee agrees to maintain as secret and confidential all trade secret and
nonpublic information relating to the Company and the business of the Company
that was disclosed to or acquired or known by Employee during Employee's
employment with the Company. Such Company trade secret or confidential
information includes any and all lists of names, including customer lists,
personnel, pricing and account information, marketing plans, information
concerning litigation or pending litigation, and any


                                      120
<PAGE>

communications subject to the attorney-client privilege as to the Company's
attorneys. During Employee's employment by the Company and after the termination
of Employee's employment, Employee shall not, without prior written
authorization and consent of the Chief Executive Officer, or as may otherwise be
required by law or legal process, use or communicate or disclose any such trade
secret or confidential information to any third party other than the Company and
those whom the Company authorizes to receive such information.

b. Employee acknowledges and agrees that all Company property, including keys,
credit cards, books, manuals, records, reports, notes, contracts, customer
lists, and other information defined as confidential and proprietary in any
other agreement between the parties' copies of any of the foregoing, and any
equipment furnished to Employee by the Company, belong to the Company and shall
be promptly returned to the Company upon termination of employment.


9. Arbitration.

a. All claims, disputes, controversies, or disagreements of any kind whatsoever
("claims"), including any claim arising out of or in connection with Employee's
employment or the termination of Employee's employment, that may arise between
Employee and the Company, including any claims that may arise between Employee
and the Company's officers, directors, employees, or agents in their capacity as
such, shall be submitted to final and binding arbitration before the American
Arbitration Association in Los Angeles, California in accordance with the rules
and procedures of the American Arbitration Association then existing.

b. Claims covered by this arbitration provision include, but are not limited to
the following: (1) alleged violations of federal, state, or local constitutions,
statutes, regulations, or ordinances, including, but not limited to,
antidiscrimination and harassment laws: (2) allegations of a breach of a
contractual obligation; and (3) alleged violations of public policy.

c. The following are expressly excluded from this arbitration provision and are
not covered by this Agreement: (1) claims related to workers' compensation or
unemployment insurance; (2) administrative claims filed with government agencies
such as the Equal Employment Opportunity Commission (EEOC), Department of Fair
Employment and Housing (DFEH), or the National Labor Relations Board (NLRB); and
(3) claims that are expressly excluded by statute.

d. In consideration for and as a material condition of Employee's employment
with the Company, Employee agrees that final and binding arbitration is the
exclusive means for resolving the claims outlined in this Agreement. However,
this Agreement does not in any way alter the at-will status of Employee's
employment. This Agreement is a waiver of all rights Employee may have to a
civil court action on any dispute outlined by this Agreement. Accordingly, only
an arbitrator, not a judge or jury, will decide the dispute, although the
arbitrator has the authority to award any type of relief that could otherwise be
awarded by a judge or jury.

e. The fees and costs of the arbitration shall be borne equally by Employee and
the Company, except that the Company shall advance all costs of the arbitration,
subject to later allocation by the arbitrator, and Employee and the Company
shall each pay for their own attorney fees or costs of representation, subject
to later allocation by the arbitrator.

10. Notices. All notices and communications provided for in this Agreement shall
be in writing and shall be delivered personally or sent by registered,
certified, or express mail, return receipt requested, postage prepaid, or sent
by facsimile or prepaid courier service to the parties at the addresses set
forth in the introductory paragraph of this Agreement. Either party may change
the address to which notices shall be sent by written notice as provided in this
paragraph. Such notices and communications shall be deemed received as follows:
a. In the case of personal delivery, the day of actual receipt;
b. In the case of express mail or delivery by courier service, the day
designated for delivery;


                                      121
<PAGE>

c. In the case of registered or certified mail, five (5) days after deposit in
the mail; and
d. In the case of facsimile, the date upon which the transmitting party received
confirmation of receipt by facsimile, telephone, or otherwise.

11. Assignment. This Agreement is personal to Employee and shall not be assigned
by Employee. Any such assignment shall be null and void.

12. Severability. The provisions of this Agreement are divisible; if any such
provision shall be deemed invalid or unenforceable, such provision shall be
deemed limited to the extent necessary to render it valid and enforceable and
the remaining provisions of this Agreement shall continue in full force and
effect without being impaired or invalidated in any way.

13. Waiver. No delay or omission by the Company or Employee in exercising any
right under this Agreement shall operate as a waiver of that or any other right.
No waiver of any provision of this Agreement, or consent to any departure by
either party from any provision of this Agreement, shall be effective in any
event unless it is in writing, designated a waiver, and signed by the party
waiving the breach. Such a waiver shall be effective only in the specific
instance and for the purpose for which it is given.

14. Construction and Governing Law. The captions used in connection with this
Agreement are for reference purposes only and shall not be construed as part of
this Agreement. This Agreement shall be governed by and construed in accordance
with the laws of the State of California.

15. Entire Agreement. This Agreement supersedes all prior agreements,
understandings, and communications between Employee and the Company, whether
written or oral, express or implied, relating to the subject matter of this
Agreement and is intended as a complete and final expression of the terms of the
agreement between Employee and the Company and shall not be changed or subject
to change orally. The parties further agree and acknowledge that neither they
nor anyone acting on their behalf made any inducements, agreements, promises, or
representations other than those set forth in this Agreement

16. Amendment. This Agreement may not be altered or amended except in a writing
signed by both parties to this Agreement.

17. Legal Counsel. Employee and the Company recognize that this is a legally
binding contract and acknowledge and agree that they have had the opportunity to
consult with legal counsel of their choice.

18. Subject to Approvals. This contract is subject to the approval of the Board
of Directors, and the options granted herein are subject to the approval of the
Shareholders.


         IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first set forth above.


Chequemate International, Inc.


By:__/s/ J. Michael Heil_________________
    J. Michael Heil, Chief Executive Officer

Employee:


_____/s/ Doug Stanley__________________
     Doug Stanley


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<PAGE>

                              Employment Agreement

         THIS EMPLOYMENT AGREEMENT ("Agreement") is made as of March 23, 2000,
(the "Effective Date") by and between Chequemate International, Inc., a Utah
corporation (referred to in this Agreement as the "Company"), whose address is
330 Washington Blvd., Suite 507, Marina del Rey, CA 90292-5146, and D. Alan
Hunter, (referred to in this Agreement as "Employee"), whose address is 17221
Palisades Circle, Pacific Palisades, CA 90272-2150.

                                    Recitals

A. The Company is engaged in the business of launching a stereoscopic cable
television network.

B. Employee has substantial experience and expertise as an attorney and general
counsel for a DBS provider.

         NOW, THEREFORE, in consideration of the mutual promises and conditions
contained in this Agreement, the Company and Employee agree as follows:

1. Employment and Duties. The Company shall employ Employee as Secretary of the
corporation and General Counsel and Employee accepts that employment. Employee
shall devote substantially all of his normal business time, attention, energy,
knowledge, and skill solely and exclusively to performing all duties as
Secretary of the corporation and General Counsel as assigned or delegated to him
by the Chief Executive Officer of the Company. Specifically, Employee shall be
responsible for discharging the duties of Secretary, and for handling or
supervising all legal functions for the Company.

2. Term.  This Agreement shall be for a term of forty-eight (48) months.

3. Compensation and Expenses.

         a. Salary. In consideration of Employee's services to the Company, the
Company will pay to Employee an annual salary of Eighty Four Thousand Dollars
($84,000.00) for the first six months, and then an annual salary of One Hundred
Twenty Thousand Dollars ($120,000.00), which shall be payable semimonthly on a
prorated basis and from which the Company shall withhold and deduct all taxes
required by federal and state laws and any other authorized deductions. The
Company may, in its sole discretion, further increase Employee's salary, but it
may not reduce it during Employee's employment with the Company.

         b. Bonus, Incentive, Savings, and Retirement Plans. As Employee becomes
eligible, Employee shall be entitled to participate in all bonus, incentive,
stock option, savings, and retirement plans, policies, and programs made
available by the Company to other peer employees of the Company.

         c. To the extent it is available on commercially reasonable terms,
provide and pay for comprehensive officer's liability insurance for the Employee
with respect to his position in the Company.

         d. As an additional inducement to Employee to enter into this
Agreement, Employer hereby grants Employee the non-qualified option to purchase
the following amounts of common stock of Employer (the "Shares") at the
following exercise prices, which option shall begin to vest six (6) months after
the effective date of this agreement:

   Twenty five thousand (25,000) shares at four cents ($.04) per share,
   Twelve thousand five hundred (12,500) shares at eight dollars ($8.00) per
   share,
   Twelve thousand five hundred (12,500) shares at sixteen dollars ($16.00) per
   share,
   Twelve thousand five hundred (12,500) shares at twenty four dollars ($24.00)
   per share, and


                                      123
<PAGE>

   Twelve thousand five hundred (12,500) shares at twenty eight dollars ($28.00)
   per share.

   At the end of six months from the effective date, the above optioned shares
of a $.04 exercise price shall become vested. At the end of nine months from the
effective date, the above optioned shares of an $8.00 exercise price shall
become vested. At the end of twelve months from the effective date, the above
optioned shares of a $16.00 exercise price shall become vested. At the end of
eighteen months from the effective date, the above optioned shares of a $24.00
exercise price shall become vested. At the end of twenty four months from the
effective date, the above optioned shares of a $28.00 exercise price shall
become vested.

   In the event of a merger or consolidation in which Employer is not the
consolidated or surviving corporation, or a proposed dissolution or liquidation
of the Company, or a sale of all or substantially all of the assets or capital
stock of the Company (collectively, a "Reorganization"), then the shares of
stock subject to the option but not yet vested shall automatically vest in full
so that each option shall, immediately prior to the effective date of the
Reorganization, become fully exercisable.

   The number of shares subject to this option shall be proportionately adjusted
for any change in the stock structure of Employer because of share dividends,
recapitalizations, reorganizations, mergers, or otherwise. The option is not
assignable. Employee shall retain the right to exercise any portion of the
option until March 31, 2005. The option may be exercised in whole or in part but
may only be exercised in lots of 1,000 shares or more. Employee shall not have
any of the rights of, nor be treated as, a shareholder with respect to the
shares subject to this option until he has exercised that option and has become
the shareholder of record of those shares.

         The Shares shall be registered by the Company on a Form S-8 or other
appropriate registration form within six months of the Effective Date of this
Agreement. Such registration statement shall remain effective and not be
withdrawn until the expiration, or earlier exercise, of all options granted
hereunder.

         In the event that the Company is unable to provide the Shares indicated
above to Employee at such time that Employee delivers a notice of exercise of
his option, then Company shall make a cash payment to Employee equal to the
difference between the market price of the company's common stock and the
exercise price, multiplied by the number of the shares which are described in
Employee's notice of exercise.

         e. Welfare Benefit Plans. As Employee becomes eligible, Employee may
participate in and shall receive benefits under welfare benefit plans, policies,
and programs, including medical, dental, disability, and life insurance plans
and programs made available by the Company to other peer employees of the
Company.

         f. Vacation and Sick Leave. Employee shall be entitled to fifteen days
of vacation per year with full pay. Employee shall also be entitled to be absent
from employment due to illness for ten days per year with full pay. Employee's
vacation and sick leave shall be taken in accordance with and shall be subject
to the terms of the plans and policies in effect generally as to other peer
employees of the Company.

         g. Expenses. The Company shall reimburse Employee for all reasonable
business-related expenses incurred by Employee in connection with his employment
with the Company in accordance with the policies, practices, and procedures in
effect generally with respect to other peer employees of the Company.

4. Termination of Employment.

a. By Death.


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(1) Employee's employment with the Company shall terminate automatically upon
Employee's death.

(2) The Company's obligations under this Agreement in such event shall be
limited to (a) the prorated payment of Employee's salary through the date of
death to the extent not yet paid; (b) the payment of any bonus or incentive
compensation earned in accordance with this Agreement through the date of
Employee's death to the extent not yet paid; (c) the payment of accrued and
unused vacation through the date of Employee's death; (d) the payment of any
unpaid reimbursable business expenses incurred and documented by Employee in
accordance with this Agreement; and (e) any vested interest in any stock options
or stock option plans with the Company. The Company shall make the payments to
Employee's estate or beneficiary, as applicable. As of the date of Employee's
death, the Company's obligations under this Agreement shall terminate and the
Company will have no further obligation to pay Employee or his estate or
beneficiaries any compensation or other amounts, except as required by law.


b. By Disability.

(1) The Company may terminate Employee's employment with the Company during any
period in which Employee is considered by the Company to be disabled. Employee
shall be considered "disabled" if, in the sole opinion of the Company, as
determined in good faith, Employee is prevented, after reasonable accommodation
by the Company, from properly performing his duties due to a mental or physical
illness for a period of thirty days in the aggregate in any 12-month period.

(2) In the event of such termination, the Company's obligations under this
Agreement shall be limited to (a) the prorated payment of Employee's salary
through the date of termination to the extent not yet paid; (b) the payment of
any bonus or incentive compensation earned in accordance with this Agreement
through the date of termination to the extent not yet paid: (c) the payment of
accrued and unused vacation through the date of termination; (d) the payment of
any unpaid reimbursable business expenses incurred and documented by Employee in
accordance with this Agreement; and (e) any vested interest in any stock options
or stock option plans with the Company. The Company shall make the payments to
Employee or Employee's legal representative, as applicable. As of the date of
termination, the Company's obligations under this Agreement shall terminate and
the Company will have no further obligation to pay Employee any compensation or
other amounts, except as required by law.

c. For Cause.

(1) Notwithstanding any other provision contained in this Agreement, the
Company may terminate this Agreement immediately, at any time, for cause. For
purposes of this Agreement, "cause" shall be deemed to include:

(a) any willful breach or habitual neglect of the Employee's material duties
which he is required to perform under the terms of this Agreement, after
reasonable written warning;
(b) the commission of any material act of dishonesty, fraud,
misrepresentation, or other act of moral turpitude, or the breach of a
fiduciary duty for the purpose of gaining personal profit;
(c) failure to obey the lawful direction of the Company's Chief Executive
Officer in such a way that has a direct, substantial, and adverse effect on
the Company's reputation; and
(d) the conviction of a felony.

(2) In the event of such termination, the Company's obligations under this
Agreement shall be limited to (a) the prorated payment of Employee's salary
through the date of termination to the extent not yet paid; (b) the payment of
any bonus or incentive compensation earned in accordance with this Agreement
through the date of termination to the extent not yet paid; (c) the payment of
accrued and unused vacation through the date of termination; (d) the payment of
any unpaid reimbursable business expenses incurred and documented by Employee in
accordance with this Agreement; and (e) any vested interest in any stock options
or stock option plans with the Company. As of the date of termination, the
Company's obligations under this Agreement shall terminate and the Company will
have no further obligation to pay Employee any compensation or other amounts,
except as required by law.


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d. By Company for Other than Cause, Death, or Disability.

(1) The Company may terminate this Agreement for any reason upon delivery of
    sixty (60) days' pay to Employee, and no notice shall be necessary. Employee
    shall thereafter make himself available, full time, for two weeks, to ease
    the transition for the Company.

(2) In the event of such termination, the Company's obligations under this
    Agreement shall be limited to (a) the prorated payment of Employee's salary
    through the date of termination to the extent not yet paid; (b) the payment
    of any bonus or incentive compensation earned in accordance with this
    Agreement through the date of termination to the extent not yet paid; (c)
    the payment of accrued and unused vacation through the date of termination;
    (d) the payment of any unpaid reimbursable business expenses incurred and
    documented by Employee in accordance with this Agreement; and (e) any vested
    interest in any stock options or stock option plans with the Company. As of
    the date of termination, the Company's obligations under this Agreement
    shall terminate and the Company will have no further obligation to pay
    Employee any compensation or other amounts, except as required by law.


e.  By Employee.

(1) Employee may terminate this agreement at any time by giving sixty (60)
days'written notice.

(2) In the event of such termination, the Company's obligations under this
Agreement shall be limited to (a) the prorated payment of Employee's salary
through the date of termination to the extent not yet paid; (b) the payment of
any bonus or incentive compensation earned in accordance with this Agreement
through the date of termination to the extent not yet paid; (c) the payment of
accrued and unused vacation through the date of termination; (d) the payment of
any unpaid reimbursable business expenses incurred and documented by Employee in
accordance with this Agreement; and (e) any vested interest in any stock options
or stock option plans with the Company. As of the date of termination, the
Company's obligations under this Agreement shall terminate and the Company will
have no further obligation to pay Employee any compensation or other amounts,
except as required by law.

f. Notice of Termination. Any termination shall be communicated by written
notice to the other party. With respect to any termination by the Company for
Cause or Disability, the Notice of Termination shall set forth in reasonable
detail the facts and circumstances claimed to provide a basis for such
termination.

5. Transfers. Unless Employee otherwise consents, the principal place of
Employee's employment shall be within a 10 mile radius of Marina del Rey,
California.

5. Noncompetition.
Employee shall not directly or indirectly, either individually or in partnership
or in conjunction with any person, firm, syndicate, company or corporation, as
principal, agent, employee, or shareholder or in any other manner whatsoever,
carry on or be engaged in or concerned with or advise, lend money to, guarantee
the debts or obligations of or permit his name to be used or employed in
connection with the operation or management of any similar business to that
carried on by the Company;
            a. At any time or in any place while employed by the Company; and
            b. For a period of six months from the termination of the Employee's
               employment with the Company for any reason whatsoever, within the
               United States of America or Canada, where the Company has
               operations or firm plans to commence operations.

7. Confidential and Proprietary Information.
a. Employee agrees to maintain as secret and confidential all trade secret and
nonpublic information relating to the Company and the business of the Company
that was disclosed to or acquired or known by Employee during Employee's
employment with the Company. Such Company trade secret or confidential
information includes any and all lists of names, including customer lists,
personnel, pricing and account information, marketing plans, information
concerning litigation or pending litigation, and any


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<PAGE>

communications subject to the attorney-client privilege as to the Company's
attorneys. During Employee's employment by the Company and after the termination
of Employee's employment, Employee shall not, without prior written
authorization and consent of the Chief Executive Officer, or as may otherwise be
required by law or legal process, use or communicate or disclose any such trade
secret or confidential information to any third party other than the Company and
those whom the Company authorizes to receive such information.

b. Employee acknowledges and agrees that all Company property, including keys,
credit cards, books, manuals, records, reports, notes, contracts, customer
lists, and other information defined as confidential and proprietary in any
other agreement between the parties' copies of any of the foregoing, and any
equipment furnished to Employee by the Company, belong to the Company and shall
be promptly returned to the Company upon termination of employment.

8. Arbitration.

a. All claims, disputes, controversies, or disagreements of any kind whatsoever
("claims"), including any claim arising out of or in connection with Employee's
employment or the termination of Employee's employment, that may arise between
Employee and the Company, including any claims that may arise between Employee
and the Company's officers, directors, employees, or agents in their capacity as
such, shall be submitted to final and binding arbitration before the American
Arbitration Association in Los Angeles, California in accordance with the rules
and procedures of the American Arbitration Association then existing.

b. Claims covered by this arbitration provision include, but are not limited to
the following: (1) alleged violations of federal, state, or local constitutions,
statutes, regulations, or ordinances, including, but not limited to,
antidiscrimination and harassment laws: (2) allegations of a breach of a
contractual obligation; and (3) alleged violations of public policy.

c. The following are expressly excluded from this arbitration provision and are
not covered by this Agreement: (1) claims related to workers' compensation or
unemployment insurance; (2) administrative claims filed with government agencies
such as the Equal Employment Opportunity Commission (EEOC), Department of Fair
Employment and Housing (DFEH), or the National Labor Relations Board (NLRB); and
(3) claims that are expressly excluded by statute.

d. In consideration for and as a material condition of Employee's employment
with the Company, Employee agrees that final and binding arbitration is the
exclusive means for resolving the claims outlined in this Agreement. However,
this Agreement does not in any way alter the at-will status of Employee's
employment. This Agreement is a waiver of all rights Employee may have to a
civil court action on any dispute outlined by this Agreement. Accordingly, only
an arbitrator, not a judge or jury, will decide the dispute, although the
arbitrator has the authority to award any type of relief that could otherwise be
awarded by a judge or jury.

e. The fees and costs of the arbitration shall be borne equally by Employee and
the Company, except that the Company shall advance all costs of the arbitration,
subject to later allocation by the arbitrator, and Employee and the Company
shall each pay for their own attorney fees or costs of representation, subject
to later allocation by the arbitrator.

9. Notices. All notices and communications provided for in this Agreement shall
be in writing and shall be delivered personally or sent by registered,
certified, or express mail, return receipt requested, postage prepaid, or sent
by facsimile or prepaid courier service to the parties at the addresses set
forth in the introductory paragraph of this Agreement. Either party may change
the address to which notices shall be sent by written notice as provided in this
paragraph. Such notices and communications shall be deemed received as follows:
a. In the case of personal delivery, the day of actual receipt;
b. In the case of express mail or delivery by courier service, the day
designated for delivery;
c. In the case of registered or certified mail, five (5) days after deposit in
the mail; and


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d. In the case of facsimile, the date upon which the transmitting party received
confirmation of receipt by facsimile, telephone, or otherwise.

10. Assignment. This Agreement is personal to Employee and shall not be assigned
by Employee. Any such assignment shall be null and void.

11. Severability. The provisions of this Agreement are divisible; if any such
provision shall be deemed invalid or unenforceable, such provision shall be
deemed limited to the extent necessary to render it valid and enforceable and
the remaining provisions of this Agreement shall continue in full force and
effect without being impaired or invalidated in any way.

12. Waiver. No delay or omission by the Company or Employee in exercising any
right under this Agreement shall operate as a waiver of that or any other right.
No waiver of any provision of this Agreement, or consent to any departure by
either party from any provision of this Agreement, shall be effective in any
event unless it is in writing, designated a waiver, and signed by the party
waiving the breach. Such a waiver shall be effective only in the specific
instance and for the purpose for which it is given.

13. Construction and Governing Law. The captions used in connection with this
Agreement are for reference purposes only and shall not be construed as part of
this Agreement. This Agreement shall be governed by and construed in accordance
with the laws of the State of California.

14. Entire Agreement. This Agreement supersedes all prior agreements,
understandings, and communications between Employee and the Company, whether
written or oral, express or implied, relating to the subject matter of this
Agreement and is intended as a complete and final expression of the terms of the
agreement between Employee and the Company and shall not be changed or subject
to change orally. The parties further agree and acknowledge that neither they
nor anyone acting on their behalf made any inducements, agreements, promises, or
representations other than those set forth in this Agreement

15. Amendment. This Agreement may not be altered or amended except in a writing
signed by both parties to this Agreement.

16. Legal Counsel. Employee and the Company recognize that this is a legally
binding contract and acknowledge and agree that they have had the opportunity to
consult with legal counsel of their choice.

17. Subject to Approvals. This contract is subject to the approval of the Board
of Directors, and the options granted herein are subject to the approval of the
Shareholders.


         IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first set forth above.


Chequemate International, Inc.


By:___/s/ J. Michael Heil________________
    J. Michael Heil, Chief Executive Officer

Employee:



_____/s/ D. Alan Hunter_________________
     D. Alan Hunter


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