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                                  EXHIBIT 10.6

                                  C-3D DIGITAL
                               PURCHASE AGREEMENT

                              This Purchase Agreement (the "Agreement") dated
this 4th day of February, 2000 between CHEQUEMATE INTERNATIONAL, INC., a Utah
corporation ("Buyer" or "Chequemate") doing business as C-3D Digital, with its
principal offices located at 330 Washington Blvd., Suite 507, Marina del Rey, CA
90292-5146 ("Buyer"), and i-O Display Systems, LLC, a California limited
liability company, with its principal offices located at 1370 Willow Road, Menlo
Park, California 94025-1516 ("Seller");

                                   WITNESSETH:

WHEREAS, Buyer desires to purchase from Seller and Seller desires to sell to
Buyer, on the terms and subject to the conditions of this Agreement, certain
goods;

NOW THEREFORE, in consideration of the mutual covenants, agreements,
representations and warranties contained in this Agreement, the parties agree as
follows:

ARTICLE 1. SALE OF GOODS

Subject to the terms and conditions set forth in this Agreement, Seller agrees
to sell to Buyer, and Buyer agrees to purchase from Seller, Five Hundred
Thousand Dollars ($500,000.00) (less any balance presently owed to Seller by
Buyer) worth of Seller's goods, in particular, 3D video viewing, 3D internet
viewing and/or 3D gaming systems or other 3D products. The unit price shall be
the lowest distributor price offered by the Seller for the Seller's goods for a
given configuration and purchase volume. Exhibit "A" is the Seller's price list
effective February 1st, 2000.

ARTICLE 2.   PURCHASE PRICE

2.1  PAYMENT OF PURCHASE PRICE: In consideration for the transfer and assignment
     by Seller of the Assets, and in consideration of the representations,
     warranties and covenants of the Seller set forth herein, Buyer on the
     conditions set forth herein states that:

     (a) Buyer shall pay to Seller the sum of Five Hundred Thousand Dollars
         ($500,000.00).

     (b) Payment will be made in full on or before February 18, 2000. Payment
         will be in cash or, at Buyer's option, in the form of Chequemate
         International, Inc. restricted common stock, or both. Any such shares
         of stock shall be valued at the average of the end of day closing price
         for free-trading common stock in Chequemate International, Inc., over
         the previous five (5) days of trading. The number of shares to be
         issued shall be sufficient in value to equal the balance due on the
         date of payment.


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ARTICLE 3.  DOCUMENTATION

DELIVERIES: In the event that stock in Buyer is used as all or a portion of the
     purchase price, Buyer shall deliver to Seller the following instruments and
     documents against delivery of the goods:

     (a) Stock Certificates issued in the name of Seller, for the balance due,
         of Buyers common stock. (See Section 2.1); and

     (b) The certificate of the President or Secretary of the Buyer confirming
         that proper minutes and resolutions of the Buyer's Board of Directors
         have been secured approving the purchase of the goods.

     (c) Purchase may be made in whole or in part in the form of cash or
         certified funds.

     (d) Seller shall have demand registration rights on any and all stock
         accepted hereunder toward the purchase price.

ARTICLE 4. SALES TAXES

Buyer shall pay all sales, use and transfer taxes arising out of the transfer of
the Assets.

ARTICLE 5. DELIVERY

All goods purchased hereunder are F.O.B. Seller's warehouse, Menlo Park,
California.

Buyer may take delivery of the goods in whole or in part, from time to time,
during the one hundred twenty (120) days following the payment of the purchase
price hereunder. Buyer shall give Seller reasonable notice of the number of
consumer kits of which it anticipates taking delivery.

ARTICLE 6. OTHER TERMS

All provisions of the Strategic Procurement Agreement entered into by the
parties on or about September 16, 1999, shall apply to this transaction to the
extent that this agreement does not expressly contradict them.


ARTICLE 7. REPRESENTATIONS AND WARRANTIES AND BUYER.

Buyer represents and warrants to the Seller as follows:


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7.1  ORGANIZATION AND QUALIFICATION. Chequemate is a corporation duly organized,
     validly existing and in good standing under the laws of the State of Utah.
     Chequemate has all requisite power and authority to own or operate its
     properties and conduct its business as it is now being conducted.

7.2  CAPITALIZATION; SUBSIDIARIES. The authorized capital stock of Chequemate
     consists of 500,000,000 shares of Common Stock. As of October 25, 1999,
     23,866,834 shares of Chequemate's Common Stock were issued and outstanding.
     As of February 2, 2000, there was a 1 to 4 reverse split, resulting in
     fewer than 6 million shares being outstanding. All issued and outstanding
     shares of capital stock of Chequemate are validly issued, fully paid,
     non-assessable and free of preemptive rights.

7.3  AUTHORITY RELATIVE TO THIS AGREEMENT. Chequemate has all requisite
     corporate power and authority to execute and deliver this Agreement and to
     consummate the transactions contemplated hereby. The execution and delivery
     of this Agreement and the consummation of the transactions contemplated
     hereby have been duly and validly authorized by the Board of Directors of
     Chequemate, and no other corporate proceedings on the part of Chequemate
     are necessary to authorize this Agreement or to consummate the transactions
     so contemplated. This Agreement has been duly and validly executed and
     delivered by Chequemate and, assuming this Agreement constitutes a valid
     and binding obligation of the Seller, this Agreement constitutes a valid
     and binding agreement of Chequemate, enforceable against Chequemate in
     accordance with its terms.

7.4  SEC REPORTS. Since January 1, 1998, to the best of its knowledge Chequemate
     has filed all required forms, reports and documents ("Chequemate SEC
     Reports") with the Securities and Exchange Commission (the "SEC") required
     to be filed by it pursuant to the federal securities laws and the SEC rules
     and regulations thereunder, all of which have complied in all material
     respects with all applicable requirements of the Securities Act of 1933
     (the "Securities Act") and the Securities Exchange Act of 1934 (the
     "Exchange Act"), and the rules and interpretive releases promulgated
     thereunder. None of such Chequemate SEC Reports, including without
     limitation any financial statements, notes, or schedules included therein,
     at the time filed, contained any untrue statement of a material fact, or
     omitted to state a material fact required to be stated therein or necessary
     in order to make the statements therein, in light of the circumstances
     under which they were made, not misleading.

     Each of the consolidated balance sheets in or incorporated by reference
     into the Chequemate SEC Reports fairly presents or will fairly present the
     financial position of the entity or entities to which it relates as of its
     date, and each of the related consolidated statements of operations and
     retained earnings and cash flows or equivalent statements in the Chequemate
     SEC Reports (including any related notes and schedules) fairly presents or
     will fairly present the results of operations, retained earnings and cash
     flows, as the case may be, of the entity or entities to which it relates
     for the period set forth therein (subject in the case of unaudited interim
     statements, to normal yearend audit adjustments) in each case in accordance
     with generally-accepted accounting principles applicable to


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     the particular entity consistently applied throughout the periods involved,
     except as may be noted therein; and independent certified public
     accountants for Chequemate have rendered or will render an unqualified
     opinion with respect to each audited financial statement included in the
     Chequemate SEC Reports. The consolidated financial statements included in
     the Chequemate SEC Reports are hereinafter sometimes collectively referred
     to as the "Chequemate Financial Statements."

7.5  CONSENTS AND APPROVALS: NO VIOLATION. Neither the execution and delivery of
     this Agreement by Chequemate nor the consummation of the transactions
     contemplated hereby nor compliance by Chequemate with any of the provisions
     hereof will conflict with or result in any breach of any provision of the
     Articles of Incorporation or by-laws of Chequemate or any Subsidiary,
     require any consent, approval, authorization or permit of, or filing with
     or notification to, any Governmental Authority, except pursuant to the
     Securities Act and the Exchange Act, such filings and approvals as may be
     required under the "blue sky", takeover or securities laws of various
     states, or result in a default (with or without due notice or lapse of time
     or both) (or give rise to any right of termination, cancellation or
     acceleration) under any of the terms, conditions or provisions of any note,
     bond, mortgage, indenture, contract, license, agreement or other instrument
     or obligation to which Chequemate is a party or by which Chequemate, any of
     its Subsidiaries or any of their respective assets may be bound, result in
     the creation or imposition of any lien, charge or other encumbrance on the
     assets of Chequemate or violate any order, writ, injunction, decree,
     statute, rule or regulation applicable to Chequemate or any of its
     respective assets.

7.6  LITIGATION, ETC. Except as disclosed in the Chequemate SEC Reports or in
     Exhibit "B" attached hereto, there is no action, claim, or proceeding
     pending or, to the knowledge of Chequemate, threatened, to which Chequemate
     is or would be a party before any court or Governmental Authority acting in
     an adjudicative capacity or any arbitrator or arbitration tribunal with
     respect to which there is a reasonable likelihood of a determination
     having, or which, insofar as reasonably can be foreseen in the future would
     have, a material adverse effect on Chequemate and since December 31, 1997,
     there have been no claims made or actions or proceedings brought against
     any officer or director of Chequemate arising out of or pertaining to any
     action or omission within the scope of his employment or position with
     Chequemate, which claim, action or proceeding would involve a material
     adverse effect on Chequemate taken as a whole. All material litigation and
     other material administrative, judicial or quasi-judicial proceedings to
     which Chequemate is a party or to which it has been threatened to be made a
     party, are described in the Chequemate SEC Reports, or Exhibit "B" attached
     hereto.

7.7  COMPLIANCE WITH LAW AND PERMITS. Chequemate has owned and operated its
     properties and assets in substantial compliance with the provisions and
     requirements of all laws, orders, regulations, rules and ordinances issued
     or promulgated by all Governmental Authorities having jurisdiction with
     respect thereto. All necessary governmental certificates, consents,
     permits, licenses or other authorizations with regard to the ownership or
     operation by Chequemate of their respective properties and assets have been
     obtained and no violation exists in respect of such licenses, permits or
     authorizations. None of the


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     documents and materials filed with or furnished to any Governmental
     Authority with respect to the properties, assets or businesses of
     Chequemate contains any untrue statement of a material fact or fails to
     state a material fact necessary to make the statements therein not
     misleading.

7.8  CHEQUEMATE COMMON STOCK. The shares to be issued by Chequemate pursuant to
     this Agreement have been duly authorized and, when issued in accordance
     with the terms of the this Agreement, will be validly authorized and issued
     and fully paid and nonassessable, and no shareholder of Chequemate will
     have any preemptive rights or dissenter's right with respect thereto.

ARTICLE 8. SECURITIES ASPECTS OF AGREEMENT

8.1  All parties to this Agreement mutually understand, agree and covenant that
     any referenced sale or other disposition of any security under this
     Agreement shall be controlled and governed by this section. Specifically
     should there arise any conflict of application or interpretation under this
     section and any other provision or section of this Agreement, this section
     shall be given primary definition and control. The term "securities" for
     the purposes of this Agreement shall mean and include all shares of
     Chequemate, and any warrants to acquire those shares as well as any other
     instrument or obligation customary or commonly described as a security.
     Each of the following terms and conditions of the issuance and distribution
     of the securities shall be fully applicable unless otherwise specifically
     waived or treated in the following paragraphs.

8.2  Each security issued pursuant to the terms of this Agreement shall be a
     "restricted" security unless otherwise specifically referenced as being
     issued pursuant to a registration or offering.

8.3  Seller understands and agrees that a restricted security, for the purposes
     of this Agreement, is one which is issued without meeting registration
     requirements under both federal and state law within the United States.
     Each party to this Agreement further agrees and acknowledges that the
     nature of a restricted security is that it is not freely tradable. That is,
     the holder of such security cannot immediately market or further distribute
     such security in the open market, or through private transactions without
     the express written consent of the issuer, primarily Chequemate under the
     terms of this Agreement.

8.4  Seller fully acknowledges and understands that the resale of a restricted
     security will normally require substantial holding periods unless
     subsequently subject to an intervening registration under applicable
     federal and state securities laws. Seller acquiring restricted stock under
     this Agreement further acknowledges and agrees that the principal, though
     not exclusive, means by which restricted securities are resold under United
     States law and conforming state laws and regulations is Securities and
     Exchange Commission ("SEC") Rule 144, which essentially requires a holding
     period of one year before the stock can be resold or any interest therein
     further sold or assigned. In general terms, Rule 144 would require that
     there be current public information about the Company before the provisions
     of the Rule could be relied upon for subsequent resale, that the
     aforementioned holding period had been


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     met, that the sales occurred through independent arms-length and
     unsolicited brokerage transactions, that certain volume limitations on the
     number of shares sold in each three month period be observed, and that a
     report of sales will be filed with the SEC. Seller understands that the
     foregoing constitutes only a general description of Rule 144 and that such
     person is or has the means to become familiar with all of the specific
     provisions and terms of Rule 144 through his independent legal advisors.
     Seller further acknowledges and agrees that while Rule 144 is not
     exclusive, that it is anticipated and intended that it would be the primary
     means by which securities acquired under this Agreement could be resold
     absent the specific registration provisions of this Agreement.

8.5  Seller further acknowledges and agrees that, except as specifically
     provided by the terms of this Agreement, none of the corporate parties will
     have any obligation to register securities issued, and have no present
     intention to register such securities other than is specifically provided
     for by this Agreement. Each person under this Agreement acquiring
     securities further understands and agrees that individual registration of
     securities, absent registration by the issuer, is usually not practical and
     should not be relied upon as a means for resale or other distributions of
     securities acquired under this Agreement.

8.6  Any entity acquiring securities pursuant to this Agreement with the intent
     to divide such securities among its principal shareholders or members as
     part of the acquisition process, will be responsible for obtaining the
     knowledgeable consent and agreement of such actual shareholder to the terms
     of this Agreement, specifically referencing this paragraph.

8.7  Seller fully understands and agrees that should such person be deemed to be
     in a "control" position as to Chequemate incident to the completion of this
     Agreement, that such person must comply with the volume limitations of Rule
     144 to complete sales of his or her securities acquired, except for
     securities which have been otherwise registered pursuant to this Agreement.
     A control person has been defined by the SEC, and by most state securities
     regulatory agencies, as a person who has the capacity to exercise control
     over the issuing company. While no precise mathematical formulation of a
     control person is applicable to all situations, the following are generally
     presumed to be control people:

     (i)  a person holding 10% or more of the shares of the issuing company;

     (ii) any principal officer or any director of the issuing company.

8.8  Seller represents that it is acquiring the Shares for its own account, for
     investment and not with a view to the distribution or resale thereof. The
     Seller further represents that its financial and other circumstances are
     such that it has adequate means of providing for its current and
     anticipated future needs without having to sell or otherwise dispose of the
     Shares, and that the Seller is able to bear the economic risks of this
     investment and consequently is able to hold the Shares for an indefinite
     period of time and to sustain the loss of its entire investment in the
     Shares, in the event such a loss should occur.


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8.9  Seller acknowledges and represents that, due to its knowledge and
     experience in financial and business matters, its investment experience
     generally and its experience with investments similar to the Shares in
     particular, Seller, either alone or together with its advisors, if any, is
     able to understand and merits of, and the risks involved in, its proposed
     investment in the Shares. Seller, either alone or together with its
     advisors, if any, has the capacity to protect its own interests in
     connection with this transaction.

8.10 Seller acknowledges that Chequemate has furnished or made available to
     Seller all financial and other data relating to Chequemate, required by
     Seller to enable it to make an informed decision concerning its approval of
     this transaction and its resulting acquisition of the Shares. In
     particular, Seller acknowledges that it has received and reviewed the
     financial statements of Chequemate for the past two years and complete
     copies of all of the Chequemate SEC Reports for such period. Seller
     acknowledges that it has been informed that Chequemate has not previously
     conducted business except as disclosed in the Chequemate SEC Reports.
     Seller represents and acknowledges that it and its principals have been
     engaged in the business of providing cable television services and
     pay-per-view services in the hotel/lodging industry, which is intended area
     of business for which the goods are being acquired by the Buyer. In this
     regard, Seller has been acquainted with the Chief Executive Officer of
     Chequemate. Seller further represents and acknowledges that it has had full
     opportunity to obtain additional information from Chequemate to verify the
     accuracy of the information supplied by it and to evaluate the merits of
     its investment decision, including, without limitation, full opportunity to
     ask questions of and receive satisfactory answers and other information
     from Chequemate, its officers, directors and other persons acting on its
     behalf, and all such questions have been answered, and such other
     information supplied, to Seller's full satisfaction. Seller is aware of,
     and has thoroughly evaluated, to its own satisfaction, the high degree of
     risk associated with investing in Chequemate, including but not limited to,
     the specific risks associated with Chequemate's business and the risks
     associated with the ownership of common stock.

8.11 Seller hereby represents and warrants to Chequemate that Seller is an
     "accredited investor" as that term is defined in Rule 501(a) of Regulation
     D. Seller further represents and warrants that it is a limited liability
     company, and that each of the equity owners of Seller is an "accredited
     investor" by reason of the fact that each of the equity owners meets one or
     both of the following criteria:

     (i)          The owner is a natural person whose individual net worth, or
                  joint net worth with owner's spouse, at the time of this
                  agreement, exceeds $1,000,000; or

     (ii)         The owner is a natural person who had an individual income in
                  excess of $200,000 in each of the two most recent years, or
                  joint income with owner's spouse in excess of $300,000 in each
                  of those years, and has a reasonable expectation of reaching
                  the same income level in the current year.

ARTICLE 9. FURTHER ASSURANCES


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The parties agree to execute such additional or modified agreements as are
reasonably necessary to give full effect to the intentions of the parties as
shown in this Agreement.

         IN WITNESS WHEREOF, the parties to this Agreement have duly executed it
as of the day and year first above written.

BUYER
CHEQUEMATE INTERNATIONAL, INC.
a Utah corporation

By J. Michael Heil, CEO



SELLER
i-O Display Systems, LLC
a California limited liability company

By Jeff Fergason, President


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