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              EXHIBIT 10.5

                                    AGREEMENT

              This agreement (the "Agreement"), dated as of February 8, 2000, by
              and between Trimark Pictures, Inc. ("Trimark") and Chequemate
              International, Inc., a Utah corporation, d/b/a C3D Television,
              ("Company"), shall set forth the terms and conditions, with
              reference to the following:

              For good and valuable consideration, the receipt and sufficiency
              of which is hereby acknowledged, the parties hereto agree to
              license up to fifty (50) pictures ("Pictures") to Company for a
              license period of thirty (30) months as of the date this agreement
              is signed by Trimark as follows:

     1.       TRIMARK DELIVERY.

     Upon execution of this Agreement, Trimark shall make delivery to Company,
by way of lab access letters, the first one (1) Picture "master". Once the first
master has been digitized and the items set forth in paragraph 2.b. and 2.c.
have been delivered to Trimark, then, Trimark shall provide Company with access
to an additional one (1) master, and this process may continue until the earlier
of Trimark's termination of this Agreement or until Trimark has delivered to
Company a total of fifty (50) Picture masters from Trimark's library. Selection
of the Pictures shall be at Trimark's sole discretion, and Trimark may
substitute alternative pictures for any of the previously delivered Pictures
upon sixty (60) days' written notice.

     2.       COMPANY DIGITIZATION SERVICES

     At Company's sole cost and expense, Company shall digitize the Pictures as
follows:

              a.  In the 3D format for Company and Trimark's use;
              b.  In the 2D format for Trimark's exclusive use (fully authored
                  per the specifications set forth by Trimark, herein attached
                  and incorporated as Exhibit "A"); and
              c.  In a format suitable for streaming with Windows Media Player,
                  per Trimark's specifications herein attached and incorporated
                  as Exhibit "B".
              d.  Company shall perform the digitization of one-half of the
                  Pictures within six (6) months of the signing of this
                  Agreement.

     3.       DISTRIBUTION OF 3D PRODUCT

              a.  Trimark may, in its sole discretion, on a title by title
                  basis, distribute Company's 3D formatted versions of Trimark's
                  Pictures coupled together with Trimark's DVD format releases
                  (or with any other format releases). In such event, Company
                  shall be solely responsible for paying any costs which Trimark
                  incurs as a result of adding the 3D version on such formats,
                  and Company shall be entitled to ten percent (10%) of the net
                  profits arising from the sale of such DVDs (if any).

              b.  Trimark may, in its sole discretion, on a title by title
                  basis, solely distribute Company's 3D formatted versions of
                  Trimark's Pictures as Trimark DVD format releases (or as any
                  other format releases). In such event, Company shall be solely
                  responsible for paying any costs which Trimark incurs solely
                  as a result of using the 3D version in such format, and
                  Company shall be entitled to fifty percent (50%) of the net
                  profits arising from the sale in such format (if any).

              c.  Company shall distribute the Pictures in 3D form on Company's
                  3D "cable" channel (such Pictures shall not in any form, be
                  distributed or delivered over the internet or over any other
                  delivery system). Company shall pay to Trimark, on a quarterly
                  basis, ten percent (10%) of


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                  Company's gross subscriber income from Trimark Picture's
                  pro-rata share of air time on Company's 3D network
                  distribution. Company shall supply pairs of 3D glasses to
                  Company's cable customers. Other than the right to distribute
                  the 3D product on Company's 3D network, Company shall have no
                  right (and shall have no right to grant to any third party) to
                  distribute or otherwise exploit any Picture (or portion
                  thereof).

              d.  Subject to third-party contractual restrictions, Company shall
                  have the right to create trailers of the Pictures in the 3D
                  format, such trailers not to exceed 2 minutes in length.
                  Company shall only have the right to exhibit such trailers on
                  Company's 3D cable channel, but only after receiving Trimark's
                  written approval of the subject trailers.

<TABLE>
<CAPTION>

                  Example                                     $$

<S>                                                   <C>
                  Subscriber count                            1,000,000
                  Revenue per subscriber              $5.50
                  Total                                       $5,500,000
                  Gross revenue share 10%                     $550,000
                  Trimark net revenue @ 20% of grid           $110,000
</TABLE>


     4.       LICENSE FEE

     As a license fee for the rights granted to Company hereunder, upon
execution of this Agreement, Company shall issue to Trimark 100,000 shares of
Company's restricted common stock. Company hereby agrees to register such stock,
so as to make it free-trading, and to initiate the registration process
immediately upon execution of this Agreement.

     5.       ASSIGNMENT

     Trimark may grant, assign or sublicense any or all of its rights under this
Agreement to any third party. Company shall not assign this Agreement or any of
Company's rights or obligations herein except upon Trimark's prior written
consent. Any purported assignment in violation of this paragraph shall be null
and void and of no effect.

     6.      ADDITIONAL DOCUMENTS

     Company shall execute such additional documents as may be necessary or
desirable for Trimark to exploit and enforce its rights hereunder. In the event
that Company shall fail to deliver any such additional documents requested by
Trimark, Company hereby irrevocably appoints Trimark to execute any such
additional documents as Company's attorney-in-fact, such power being coupled
with an interest.

     7.      REMEDIES / INDEMNIFICATION

     Company hereby acknowledges that the services Company is to perform
hereunder are of a unique, unusual, extraordinary and intellectual character
involving high skill and giving them peculiar value, the loss of which cannot be
reasonably or adequately compensated by damages in an action at law, and that a
breach of this Agreement by Company shall cause Trimark irreparable injury and
damage. Company therefore expressly agrees that Trimark shall be entitled to
seek injunctive and other equitable relief to prevent a breach by Company of
this Agreement or any part hereof or to secure its enforcement. Resort to such
equitable relief shall not be considered a waiver of any other rights or
remedies which Trimark may have hereunder, at law, in equity, or otherwise. It
is expressly agreed and understood that in no event shall Company be entitled to
terminate or rescind this Agreement, or to obtain injunctive relief with respect
to the exercise by Trimark of the rights granted hereunder, it being understood
that Company's sole remedy shall be an action at law for damages.


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     Company shall indemnify, defend, and hold harmless Trimark, its parent,
subsidiaries, affiliates, assignees, licensees, sublicensees, distributors,
sub-distributors and dealers, and the directors, officers, agents, consultants
and representatives of the foregoing (the "Trimark Indemnitees"), from all
claims, costs, liabilities, obligations, judgments or damages (including
reasonable attorneys' fees), arising out of or for the purpose of avoiding any
suit, claim, proceeding or demand or the settlement thereof, which may be
brought against any of the Trimark Indemnitees by reason of the breach or
alleged breach of any of the warranties, representations or obligations made by
Company herein.

     8.      MISCELLANEOUS

     a. This Agreement cancels and supersedes all prior agreements and
understandings between the parties relating to the subject matter hereof, and
contains all terms, conditions and promises of the parties hereto in the
premises, and no modification of any provision hereof shall be valid or binding
unless in writing.

     b. No officer, employee or representative of Trimark has any authority to
make any representation or promise not contained in this Agreement, and Company
expressly agrees that Company has not executed this Agreement in reliance on any
such representation or promise.

     c. Any license(s) granted hereunder shall immediately revert back to
Trimark in the event of Company's bankruptcy, assignment for the benefit of
creditors, or appointment of a receiver in behalf of Company.

     d. All other terms and conditions of this Agreement shall be in accordance
with commonly-practiced industry standards.

     9.  GOVERNING LAW;  CAPTIONS, ETC.

     This Agreement shall be construed in accordance with the laws of the state
of California applicable to agreements which are executed and fully performed
within such state.

     The captions used in connection with the sections, paragraphs, and
subparagraphs of this Agreement are used only for purposes of reference and
shall not be deemed to govern, limit, modify, or in any manner affect the scope,
meaning or intent of the provisions of this Agreement or any part thereof, nor
shall such captions be given any legal effect.

     If any action or proceeding commences in any court in the state of
California for the purpose of enforcing this Agreement or any rights granted
herein or any order or decree predicated thereon, any summons, order to show
cause, writ, judgment, decree or other process, issued by such court, may be
served on Company at the address indicated in the Agreement or personally
without the state of California, and when so served, Company shall be subject to
the jurisdiction of such court as though the same had been served within the
state of California.

         IN WITNESS WHEREOF, this Agreement has been executed as of the date
first written above.


TRIMARK PICTURES, INC.                      COMPANY

  /s/ Cami Winikoff                    /s/ J. Michael Heil
---------------------------         ----------------------------
Signature                                   Signature

---------------------------         ----------------------------
Print Name                          Print Name

  Exec. VP                                CEO
---------------------------         ----------------------------
Title                               Title


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   2/8/00                                  2/8/00
---------------------------         ---------------------------
Date                                Date


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