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EXHIBIT 10.2 - AMENDED SETTLEMENT AGREEMENT BH PRODUCTIONS

This Amended Settlement Agreement ("Amendment"), is made and entered into this
27th day of February, 2001, by and between Chequemate International, Inc., a
Utah corporation, ("Chequemate"), and, BH Productions, ("BH"), a Illinois
Corporation, upon the following premises:

C.   On February 2, 2000, Chequemate and BH entered into a Settlement Agreement
     (the "Settlement"), under the terms of which Chequemate was to pay a
     balance due of $90,000.00 with monthly payment of $10,000.00 for the term
     ending October, 2000. This Amendment is being entered into for the purpose
     of amending the Settlement and settling any subsequent judgement.

D.   The parties have agreed to enter into this Amendment and BH agrees to waive
     and release any claim it may have against Chequemate .

NOW, THEREFORE, upon these premises and for good and valuable consideration, the
adequacy of which is hereby acknowledged, the parties agree that, in settlement
of this matter and to terminate any further actions by BH, Chequemate shall pay
BH the sum of $40,217, payable as follows:

8.   In consideration of this Amendment, Chequemate agrees to immediately issue
     to BH, 80,434 shares of Chequemates's restricted common stock (the
     "Shares"). The Shares shall have a gross value of $40,217, based on a
     market value of $0.50 per share, subject to adjustments as set forth in
     this paragraph. If on the date which is five (5) business days following
     the date Chequemate's registration statement, described in paragraph 2
     below, is declared effective by the SEC (the "repricing date"), the average
     closing bid price of the Company's common stock, as reported by the
     American Stock Exchange, for the five (5) business days prior to the
     repricing date, is less than $0.50 per share, the Company shall issue to BH
     the number of additional shares necessary for BH to receive a total value
     of $40,217, based on such average closing bid price for such five (5) day
     period. However, in no event shall BH receive shares in excess of a total
     of 100,000 shares at the repricing date.

9.   Chequemate shall have 180 days from the date of execution of this
     Settlement, to make an initial filing of a registration statement with the
     U.S. Securities and Exchange Commission ("SEC"), to include the shares in
     paragraph 1 above, for registration. Thereafter, Chequemate agrees to
     exercise its best efforts to prepare such amendments to the registration
     statement, and to diligently undertake such additional work as may be
     necessary to appropriately respond to the comments of the staff of the SEC,
     and to completely and accurately update the registration statement in all
     material respects, as of a recent practicable date, to attempt to obtain
     effectiveness of the registration statement as soon as reasonably
     practicable. BH understands and acknowledges that Chequemate is unable to
     make any covenants or representations as to the effective date of the
     registration statement with the SEC.

10.  Chequemate shall issue an additional 26,810 shares under rule 144 for any
     further liquidated damages compensation. The Shares shall have a gross
     value of $8,043 based on a market value of $0.30 per share.

11.  Chequemate shall have the right to pay all or a portion of this settlement
     with a cash payment prior to the effective date of the registration or
     subsequent to BH selling any shares or balance of shares, by giving 3 day
     notice to BH, and BH agrees to return the number of shares equal to the
     cash payment.

12.  BH agrees that it will not sell, in any one week, shares of common stock
     that constitutes more than 10% of Chequemates's weekly trade volume average
     as reported by The American Stock Exchange for the previous week.

13.  Additionally, on the closing of this settlement, Chequemate will provide BH
     with a note in the full-negotiated value of $40,217. This note will stay in
     effect until BH receives the gross value of $40,217 in stock based on the
     repricing formula outlined in paragraph 1 above. At such time, the note
     will be canceled in full.

14.  In consideration of the undertaking set forth in paragraph 1 - 6 above, BH
     agrees to waive and release any claim it may have against Chequemate for
     failure to fulfill its Settlement obligation and hereby release Chequemate
     from all penalties and obligations as set forth in the Settlement or any
     subsequent judgement.

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15.  BH agrees to provide Chequemate with such information and documentation, as
     may be reasonably requested in connection with the registration
     statement(s) and other filings with the SEC.


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


CHEQUEMATE INTERNATIONAL, INC.


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By: Chandos Mahon
Its: Chief Executive Officer



BH Productions, Inc.


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By
Its:


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