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                                                                    EXHIBIT 4.31

                    SETTLEMENT AGREEMENT AND GENERAL RELEASE

     This Settlement Agreement ("Agreement") is made and entered into between
HUDSON CONSULTING GROUP, INC. ("Hudson"), on the one hand, CHEQUEMATE
INTERNATIONAL, INC., dba C3D DIGITAL, INC. ("C3D"), on the other hand. The
above-named parties are referred to collectively hereinafter as "the Parties."

                                    RECITALS

     Whereas, certain disputes have arisen between the Parties;

     Whereas, on October 22, 2001, Hudson filed a suit against C3D in the in the
Third District Court of the State of Utah, Salt Lake County, Case No. 000909325,
HUDSON V. C3D.

     Whereas, the Parties now desire to resolve all claims, known and unknown,
which may exist among them relating to, or arising out of, the action entitled
HUDSON V. C3D.

     Now therefore, in consideration of the above premises and the following
covenants, it is hereby agreed as follows:

PURPOSE

1.   The Parties hereto understand, acknowledge, and agree that the execution of
     this Agreement constitutes a compromise of the disputes that exist between
     them, that this Agreement is not to be considered as any finding of fact
     nor construed as an admission of liability or fault by any party.

RECIPROCAL OBLIGATION

2.   C-3D will issue 514,000 shares of its common stock to Hudson (the
     "Settlement Shares"), valued at a price per shares of $0.175. These shares
     would be immediately made a part of the S-3 registration statement of C-3D,
     subject only to the registration statement going effective for trading
     restrictions to be lifted on the 514,000 shares to be issued to Hudson.

3.   From the time that the registration statement goes effective Hudson would
     agree to limit its sales during each thirty-day period following that date
     to 20% of the shares received pursuant to the settlement agreement.

4.   At the end of the five-month period following the effective date, C-3D
     would cover any shortfall in sales proceeds generated by the sales of the
     common stock received by Hudson, the maximum of the guaranty is for
     $90,000. Any at point that sales proceeds equal or exceed the sum of
     $90,000, Hudson may sell shares equal to 10% of the preceding week's sales
     volume from that time forward.
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5.   The respective Parties have agreed to jointly draft and execute this
     Settlement Agreement and General Release, and after the language is
     finalized, to provide the other with a copy of the executed signature page
     with all due expediency.

6.   The Parties agree that payment made in the form of items 1 through 5 of
     this agreement by C3D shall constitute full and complete settlement of all
     disputes arising from, or related to the action entitled HUDSON V. C3D,
     Case No. 000909325.

7.   After counsel for C3D receives in his office a copy of the executed
     signature page of this Settlement Agreement, C3D shall issue the Settlement
     Shares, to be sent to Michael Golightly, Attorney at Law, made payable to
     Hudson Consulting Group, Inc..

8.   Within seven (7) calendar days of receipt of the Settlement Shares, counsel
     for Hudson shall file Request for Dismissal with prejudice with the Third
     District Court of the State of Utah, Salt Lake County, Case No. 000909325
     and duly notify the court of the settlement. Counsel for Hudson shall also
     serve C3D's counsel with copies of all of Hudson's communications with the
     court.

RELEASE OF CLAIMS

9.   Each party agrees for itself, its predecessors, successors, and assigns, to
     fully and unconditionally release and forever discharge the other party,
     including each party's successors, assigns, subsidiaries, affiliates,
     transferees, attorneys, representatives, agents, officers, directors,
     employees, insurers, and reinsurers, past, present, and future, from and on
     account of any and all claims, demands, actions, causes of action, or
     charges of any nature or kind whatsoever against the other party, whether
     known or unknown, asserted or unasserted, choate or inchoate, related to or
     arising out of the action entitled HUDSON V. C3D, Case No. 000909325.

ADVICE OF COUNSEL

10.  In executing this Agreement, the Parties acknowledge that they have been
     advised to consult with and have consulted with and had the advice of an
     attorney duly admitted to practice law in the State of California prior to
     executing this Agreement, and that they have voluntarily executed this
     Agreement after a careful and independent investigation, and not under
     fraud, duress, or undue influence.

BINDING ON SUCCESSORS

11.  This Agreement shall be binding on and inure to the benefit of the Parties
     hereto, their heirs, executors, administrators, successors-in-interest, and
     assigns.
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INTEGRATION

12.  All Parties hereby agree that this Agreement is the complete and exclusive
     statement of the mutual understanding of the Parties and supersedes and
     cancels all previous written and oral agreements and communications
     relating to the action entitled HUDSON V. C3D, Case No. 000909325.

INTERPRETATION

13.  The Parties hereby agree that no inference or rule of inference shall be
     made by reason of the fact that one Party caused this Agreement to be
     drafted. For purposes of interpretation of the Agreement, it shall be
     assumed that all Parties drafted each provision of the Agreement. This
     Agreement shall be deemed to have been made in, and shall be construed
     pursuant to the laws of the State of California.

SEVERABILITY

14.  If any provision of this Agreement shall be adjudged by any court of
     competent jurisdiction to be unenforceable or invalid, that provision shall
     be limited or eliminated to the minimum extent necessary so that this
     Agreement shall otherwise remain in full force and effect and enforceable.

CONFIDENTIALITY

15.  The Parties hereto specifically acknowledge, affirm, agree, and intend on
     their own behalf and on the behalf of their attorneys and representatives,
     that the terms of this Agreement shall remain entirely confidential unless
     disclosure is required by the court, by law, any reporting requirements of
     the Securities and Exchange Commission or the American Stock Exchange, or
     otherwise necessary to carry out the terms and conditions of this
     Agreement.

NO WAIVER

16.  No failure to exercise, and no delay in exercising, on the part of any
     Party, any privilege, any power or any rights hereunder will operate as a
     waiver thereof, nor will any single or partial exercise of any right or
     power hereunder preclude further exercise of any right hereunder.

FURTHER ASSISTANCE

17.  Each of the parties shall hereafter execute all documents and take all
     actions that are reasonably necessary to effectuate the provisions of this
     Agreement.

WAIVER OF CLAIMS
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18.  The Parties hereby acknowledge that there is a risk that subsequent to the
     execution of this Agreement. They will discover, incur, or suffer claims
     which were unknown or anticipated at the time this Agreement was executed,
     which, if known on the date this Agreement is executed, may have materially
     affected their decision to execute this Agreement. The Parties expressly
     assume the risk of such unknown and unanticipated claims and agree that
     this Agreement and the general release contained herein apply to all such
     known or unknown or unanticipated claims.

ATTORNEY FEES

19.  If any actual controversy arises as to the enforcement of any provision of
     this Agreement, the prevailing party, in any action or arbitration to
     enforce this Agreement, shall be entitled to recover all costs and expenses
     including, without limitation, attorney fees.

EXECUTION IN COUNTERPARTS

20.  The Parties agree that this Agreement may be executed in counterparts and
     that it is the intent of the Parties that a copy signed by a Party will be
     fully enforceable against that Party provided all other Parties have
     executed a counterpart of this Agreement. The Parties further agree that,
     in order to expeditiously effect the execution of this Agreement, a
     facsimile transmission of the signature pages will be deemed an original.

     Therefore, the signatures below constitute an express of the Parties, and
each of them, that this Agreement is agreed to and binding as of the date of
execution:

THE HUDSON GROUP

By: Richard Surber                      Dated:
   ---------------------------                -----------------------
Its: President
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CHEQUEMATE INTERNATIONAL, INC.

By: Chandos Mahon                       Dated:
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Its: CEO and President
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