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                                                                    EXHIBIT 4.11

                                   CINEMAWORKS
                            ASSET PURCHASE AGREEMENT

This Asset Purchase Agreement (the "Agreement") dated this 25th day May, 2000,
between CHEQUEMATE INTERNATIONAL, INC., a Utah corporation ("Buyer") doing
business as C-3D Digital, whose office is located at 330 Washington Blvd., Suite
507, Marina del Rey, CA 90292, and Cinema Internet Networks Inc., a British
Columbia, Canada corporation doing business as CinemaWorks, whose office is
located at 320-1333 Johnston Street, Vancouver, BC V6H 3R9 ("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
assets and business of Seller;

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

ARTICLE 1. TRANSFER OF ASSETS

Subject to the terms and conditions set forth in this Agreement, Seller agrees
to sell, convey, transfer, assign and deliver to Buyer, and Buyer agrees to
purchase from Seller at the Closing described in Article 3 hereof, all of the
assets, properties and business of Seller relating to pay-per-view and cable
services to hotel/lodging rooms, of every character and description, whether
tangible, intangible, real, personal or mixed, and wherever located but
excluding any assets specifically excluded in the following Sections of this
Article 1, all of which are sometimes collectively referred to in this Agreement
as the "Assets," including, but without limitation to, the following:

1.1 Contracts. All of the contracts and contract rights related to the
agreements for pay-per-view and cable services to hotel/lodging rooms, which
agreements are listed in SCHEDULE 1.1 attached hereto (hereinafter referred to
as the "Contracts").

1.2 Equipment. All the equipment (including essential replacement parts) and
other tangible personal property of every kind and description wherever they may
be located that are owned or leased by Seller, and are utilized in connection
with Seller's pay-per-view operations, a current list of which is attached
hereto as Schedule 1.2 (hereinafter referred to collectively as the
"Equipment"). At the Closing, Seller shall deliver to Buyer the equipment as set
forth in Schedule 1.2, or appropriate documents transferring the ownership of
the Equipment, free of any claim or encumbrance. Good and marketable title to
all such equipment shall be transferred on delivery, free and clear of any
encumbrances. Prior to the Closing, Seller will make a good faith effort to
supplement Schedule 1.2 with serial numbers of the equipment located at the
hotels which are subject to the contracts listed in Schedule 1.1.


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1.3 Intangibles. All trade names (excluding "CinemaWorks"), trademarks, service
marks, copyrights, patents, patent rights, trade secrets, technical know-how,
goodwill and other intangibles including (i) tort claims or insurance proceeds
arising out of any damage or destruction of any of the Assets between the date
of this Agreement and the Closing Date (as hereinafter defined); and (ii) all
contracts to be assumed by Buyer pursuant to Article 4 used by Seller in (or
owned by Seller and useful in) the operation of the business.

1.4 Books and records. All papers and records in Seller's care, custody or
control relating to any or all of the above-described Assets and the operation
thereof, including, but not limited to, all blueprints and specifications,
personnel and labor relations records, environmental control records, sales
records, accounting and financial records, maintenance and production records;
and

1.5 Other Assets. All product rights in the Equipment and all improvements
thereon, and all prepaid expenses relating to any of the Assets, or to the
operation of Seller's business sold pursuant to this Agreement.

ARTICLE 2.   PURCHASE PRICE

2.1 Purchase Price and Payment. 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 and subject to the provisions in Article 9 states that:

(a) Buyer will pay to Seller a purchase price to Seller of $510,600 (US $200 per
room) for 2,553 operating pay-per-view rooms as listed in SCHEDULE 1.1.

(b) The Buyer shall pay to the Seller the sum of $40,000 in cash as soon as
practicable after execution. Buyer shall use its best efforts to pay this
amount, as well as money necessary to keep the equipment lease payments to Scott
Applegate/CapitalPlus and Integra current until closing. .

(c) Buyer shall issue sufficient shares of Buyer's common stock (hereinafter
referred to as the "Shares") to the Seller, to be registered and free-trading at
the time of Closing of escrow based upon a value of closing price over the
previous five (5) days of trading for the balance due at closing or $6.00 per
share whichever is greater.

(d) Buyer agrees to assume the outstanding leases now obligating Seller. Leases
involve hotels listed under Schedule 1.1 also see Lease obligations in Schedule
1.3 (Lease Obligations) all obligations will be deducted from the stock portion
of the purchase price as described in 2.1(c).

(e) Buyer has assumed management of Hotels listed in Schedule 1.1 as of
September 1, 1999. All costs incurred by Buyer in the management, and operations
for the properties will be deducted from the purchase price. Buyer will also
provide a royalty report to Seller with amounts being applied against Buyers
operational cost. See Schedule 1.4 (Costs of Operations).

ARTICLE 2.5.  CONTINGENCY.

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This Agreement is contingent upon Buyer obtaining the written consent of Crooks
Hollow Road, LLC, an investor in Buyer who has certain rights with regard to the
registration by Buyer of shares of its stock.

ARTICLE 3. THE CLOSING

The closing, in escrow, of the purchase and sale of the Assets by Seller to
Buyer (the "Closing") shall take place as soon as both parties fulfill all their
Obligations at the Closing and all Conditions Precedent are met. All documents
and funds to be delivered shall be delivered to the Escrow Agent who shall then
deliver them to the appropriate parties when escrow closes.

Buyer shall perform as part of its due diligence, such inspection of Sellers
equipment, properties, contracts and all other items as Buyer reasonably deems
necessary, and shall complete such inspection on or before the closing of
escrow.

3.1      Seller's Obligations at the Closing. Seller shall deliver or cause to
be delivered to the escrow agent:

(a)      (i)   instruments of assignment and transfer of all of the Assets of
Seller to be transferred hereunder, in form and substance satisfactory to
Buyer's counsel; and

         (ii)  instruments of assignment and transfer of all contracts being
transferred by Seller to Buyer as outlined in SCHEDULE 1.1; and

         (iii) the certificate of the President or Secretary of the Seller
confirming that proper minutes and resolutions of the Seller's Board of
Directors have been secured prior to the Closing whereby the sale of the Assets
has been approved.

Simultaneously with the closing of escrow, Seller, through its officers, agents,
and employees, shall put Buyer into full possession and enjoyment of all the
Assets to be conveyed and transferred by this Agreement. Seller, at any time
before or after the closing Date, shall execute, acknowledge, and deliver any
further assignments, conveyances and other assurances, documents and instruments
of transfer, reasonably requested by Buyer and shall take any other action
consistent with the terms of this Agreement that may reasonably be requested by
Buyer for the purpose of assigning, transferring, granting, conveying and
confirming to Buyer, or reducing to possession, any or all property and assets
to be conveyed and transferred by this Agreement. If requested by Buyer, Seller
further agrees to prosecute or otherwise enforce in their own names for the
benefit of Buyer any claims, rights, or benefits that are transferred to Buyer
by this Agreement and that require prosecution or enforcement in either of the
Sellers name. Any prosecution or enforcement of claims, rights, or benefits
under this Section shall be solely at Buyer's expense, unless Seller makes the
prosecution or enforcement necessary by breach of this Agreement.

3.2      Buyer's Obligations at Closing. Subject to the provisions of Article 9,
Buyer shall deliver to the escrow agent the following instruments and documents
against delivery of the items specified in Section 3.1:

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         (a) Chequemate Stock Certificates issued in the name of Seller for a
sufficient number of shares of restricted common stock to constitute the balance
described in 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 prior to the Closing whereby the purchase of the Assets has
been approved.

         (c)  $40,000 cash in accordance to sec 2.1[b]

3.3      The escrow shall remain in affect until such time as:

         (i) Seller obtains shareholder and regulatory approval; and

         (ii) Buyer registers its shares such that the shares to be issued to
the Seller under this agreement shall be fully (and freely) tradeable.

3.4 If the conditions of escrow set out in this Section 3.3 are not fulfilled by
July 31, 2000 then depending on whether Buyer or Seller is at fault, the
following remedies shall be applied:

             (i) If Seller is at fault and cannot obtain shareholder and
regulatory approval by July 31, 2000, then Seller agrees that Buyer shall
operate and collect all revenues from the hotels under this agreement. Buyer
agrees to pay Seller 10% of any remaining net revenue (after direct costs,
including equipment lease payments, field maintenance expenses, and movie
royalties) generated each month by the hotel pay per view movie systems, until
such time as shareholder and regulatory approval is obtained by Seller and final
closing may be completed.

         (ii) If Buyer is at fault and has not registered the shares so as to be
free-trading by July 31, 2000, then the $40,000 cash deposited by Buyer at the
escrow closing shall be forfeited to Seller and Buyer shall pay Seller an
additional 1% per month on the net amount due to be paid in free trading stock
to Seller. If by October 30, 2000, Buyer has not registered the shares sp as to
be free trading, then at Sellers sole option this agreement may be terminated or
continued. (iii) Buyer will continue to remain current on the equipment lease
payments owed to Scott Applegate/CapitalPlus and Integra . If for any reason
under (i) and (ii) above, these payments are not kept current and Seller
receives a written notice of delinquency from either Scott Applegate,
CapitalPlus or Integra, then this agreement shall be immediately terminated .

ARTICLE 4. ASSUMPTION OF LIABILITIES

Buyer is not assuming any debt, liability or obligation of Seller, whether known
or unknown, fixed or contingent except as herein specifically otherwise
provided. Seller agrees to indemnify Buyer against and hold Buyer harmless from
all debts, claims, liabilities and obligations of Seller
not expressly assumed by Buyer hereunder, and to pay any and all attorneys fees
and legal costs incurred by Buyer, its successors and assigns in connection
therewith. Buyer shall have the benefit of and shall perform all contracts and
commitments if any specifically disclosed in SCHEDULE 1.3, in accordance with
the terms and conditions thereof, except to the extent modifications are
specifically disclosed on such SCHEDULE 1.3.

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ARTICLE 5. EXCISE AND PROPERTY TAXES

Buyer shall pay all sales, use and transfer taxes arising out of the transfer of
the Assets and Buyer shall pay its portion, prorated as of the Closing Date, of
state and local personal property taxes of the business. Buyer shall not be
responsible for any business, occupation, withholding or similar tax, or for any
taxes of any kind related to any period before the Closing Date.

ARTICLE 6. REPRESENTATIONS AND WARRANTIES OF SELLER

Seller hereby represents and warrants to Buyer that the following facts and
circumstances are, and except as contemplated hereby, at all times up to the
Closing Date will be , true and correct, and hereby acknowledges that such facts
and circumstances constitute the basis upon which Buyer is induced to enter into
and perform this Agreement. Each warranty set forth in this Article 6 shall
survive the Closing and any investigation made by or on behalf of Buyer.

6.1 Organization. Good Standing and Qualification. Seller is a corporation duly
organized, validly existing, and in good standing under the laws of Canada, has
all necessary corporate powers to own its properties and to carry on its
business as now owned and operated by it, and is duly qualified to transact
interstate business and is in good standing in all jurisdictions in which the
nature of its business or of its properties makes such qualification necessary.

6.2 Tax Returns and Audits. Within the times and in the manner prescribed by
law, Seller has filed all domestic and foreign, federal, state and local tax
returns required by law, and has paid all taxes, assessments and penalties which
would otherwise be due and payable. There are no present disputes as to taxes of
any nature payable by Seller.

6.3 Inventories. Except as otherwise listed in this agreement none of the Assets
have been pledged as collateral or are held by the Seller on consignment from
others.

6.4 Other Tangible Personal Property. The Equipment described in Section 1.2 and
SCHEDULE 1.2 of this Agreement constitutes all the items of tangible personal
property owned by, in the possession of, or used by Seller in connection with
the business sold pursuant to this Agreement. The Equipment listed in SCHEDULE
1.2 constitutes all tangible personal property necessary for the conduct by
Seller of the business as now conducted.

The equipment inventory listed in SCHEDULE 1.2 is used equipment, as is,
where is, and is stored in Round Rock, Texas. Seller has additional,
supplemental, and replacement equipment in its Vancouver offices related to
providing pay-per-view services and Buyer may have that equipment free and
clear as an integral part of this agreement. Buyer may instruct Seller to
ship (at Buyer's expense) the Vancouver equipment to a location of Buyer's
choosing in the USA or Canada. If Buyer wishes Seller to store the Vancouver
equipment, Buyer will pay for storage. If Buyer decides to not pay for
storage or for shipment of the warehoused equipment, then Seller may dispose
of the equipment in any manner of Seller's choosing. Seller will provide
Buyer with an inventory and the storage (if applicable) location of all
Vancouver equipment (See Schedule 1.2).

6.5 Trade Names Trademarks and Copyrights. Seller does not use any trademark,
service

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mark, trade name or copyright in its business to be sold pursuant to this
Agreement, or own any trademarks, trademark registrations or applications,
trade names, service marks, copyrights, or copyright registrations or
applications. No person (other than Seller) owns any trademark, trademark
registration or application, service mark, trade name, copyright, or
copyright registration or application, the use of which is necessary or
contemplated in connection with the performance of any of the Contracts.

6.6 Title to Assets. Seller has good and marketable title to all of the Assets
and interests in Assets, whether personal, tangible, and intangible, which
constitute all the Assets and interests in assets that are used in the business
of Seller to be sold pursuant to this Agreement. Except as specifically listed
in this agreement, all the Assets are free and clear of mortgages, liens,
pledges, charges, encumbrances, equities, claims, easements, rights of way,
covenants, conditions, or restrictions, EXCEPT (i) the lien of current taxes not
yet due and payable; and (ii) possible minor matters that, in the aggregate, are
not substantial in amount and do not materially detract from or interfere with
the present or intended use of any of the Assets, nor materially impair business
operations. All tangible personal property of Seller is accepted by the Buyer as
is and where is. Except as set forth on the appropriate SCHEDULE listing such
Assets, neither any officer, nor any director or employee of Seller, nor any
spouse, child or other relative of any of these persons, owns, or has any
interest, directly or indirectly, in any of the personal property owned by or
leased to Seller or any copyrights, patents, trademarks, trade names or trade
secrets licensed by Seller for use in the business to be sold pursuant to this
Agreement. Seller does not occupy any real property in violation of any law,
regulation or decree.

6.7 Customers and Sales. SCHEDULE 1.1 to this Agreement is a correct and current
list of all customers of Seller for the business to be sold pursuant to this
Agreement. Seller has no information and is not aware of any facts indicating
that any of these customers intend to cease doing business with Seller or
materially alter the amount of the business that they are presently doing with
Seller.

6.8 Indemnification. Seller shall indemnify Buyer against and hold Buyer
harmless from any and all claims related to the Seller's pay-per-view business
which accrue up to and until the date of closing.

6.9 Other Contracts. Except as set forth in SCHEDULE 1.2, the Assets are not
bound by any distributor's or manufacturer's representative or agency
agreement, any agreement not entered into in the ordinary course of business,
any indenture, mortgage, deed of trust, lease or any agreement that is
unusual in nature, duration or amount. The performance by Buyer of any of the
agreements described on SCHEDULE 1.1 will not result in Buyer becoming bound
or liable under any distributor or manufacturer's representative or agency
agreement. All contracts, which will be assigned to or assumed by Buyer under
this Agreement, are valid and binding upon the parties thereto. There is no
default or event that with notice or lapse of time, or both, would constitute
default by any party to any of the agreements listed in SCHEDULE 1.1. Seller
has not received notice that any party to any of the agreements listed in
SCHEDULE 1.1 intends to cancel or terminate any of these agreements or to
exercise or not exercise any options under any of these agreements. Seller is
not a party to, nor is Seller or the Assets bound by, any agreement that is
materially adverse to the business, property, or financial condition of
Seller.

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6.10 Compliance with Laws. To the best of Seller's knowledge, Seller has
complied with, and is not in violation of, applicable federal, state or local
statutes, laws and regulations (including, without limitation, any applicable
environmental, health, building, zoning or other law, ordinance or regulation)
affecting the Assets or the operation of its business to be sold pursuant to
this Agreement.

6.11 Litigation. There is no suit, action, arbitration or legal, administrative
or other proceeding, or governmental investigation pending, or to the best
knowledge of Seller, threatened, against or affecting Seller, or any of its
business, assets or financial condition. Seller is not in default with respect
to any order, writ, injunction or decree of any federal, state, local or foreign
court, department, agency or instrumentality. Seller is not presently engaged in
any legal action to recover moneys due to it or damages sustained by it.

6.12 Assets Sufficient for Conduct of Business. The Assets constitute all of the
assets required for Buyer to conduct the business of Seller as it is presently
conducted.

6.13 Agreement will Not Cause Breach or Violation. Neither the entry into this
Agreement nor the consummation of the transactions contemplated hereby will
result in or constitute any of the following: (i) a breach of any term or
provision of this Agreement; (ii) a default or an event that, with notice or
lapse of time, or both, would be a default, breach or violation of the Articles
of Incorporation or Bylaws of Seller or any lease, license, promissory note,
conditional sales contract, commitment, indenture, mortgage, deed of trust or
other agreement, instrument or arrangement to which Seller is a party or by
which Seller or the Assets are bound; (iii) an event that would permit any party
to terminate any agreement or to accelerate the maturity of any indebtedness or
other obligation of Seller; (iv) the creation or imposition of any lien, charge
or encumbrance on any of the Assets; or (v) the violation of any law,
regulation, ordinance, judgment, order or decree applicable to or affecting
Seller or the Assets.

6.14 Authority and Consents. Seller has the right, power, legal capacity and
authority to enter into, and perform its obligations under this Agreement, and
no approvals or consents of any persons or entity other than Seller are
necessary in connection with it. The execution and delivery of this Agreement by
Seller has been duly authorized by all necessary corporate action of Seller save
and except shareholder and regulatory approval (including any necessary action
by Seller's security holders), and on receipt of shareholder and regulatory
approval this Agreement will constitute a legal, valid and binding obligation of
Seller enforceable in accordance with its terms.

6.15 Interest in Customers, Suppliers and Competitors. Neither the Seller, nor
any officer, director or employee of any of the Seller, nor any spouse or child
of any of them will compete with the Buyer in the payperview and cable services
to hotel/lodging rooms business to be sold pursuant to this Agreement.

6.16 Documents Delivered. Each copy or original of any agreement, contract or
other instrument which is identified in any exhibit delivered by Seller or their
counsel to Buyer (or its counsel or representatives), whether before or after
the execution hereof, is in fact what it is purported to be by the Seller and
has not been amended, canceled or otherwise modified.

6.17 Full Disclosure. None of the representations and warranties made by Seller
or made in any letter, certificate or memorandum furnished or to be furnished by
Seller, or on its behalf,

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contains or will contain any untrue statement of a material fact, or omits
any material fact the omission of which would make the statements made
misleading. There is no fact known to Seller which materially adversely
affects, or in the future may (so far as Seller can now reasonably foresee)
materially adversely affect the condition, Assets, liabilities, business
operations or prospects of Seller that has not been set forth herein or
heretofore communicated to Buyer in writing pursuant hereto.

ARTICLE 7. REPRESENTATIONS AND WARRANTIES OF BUYER.
Buyer represents and warrants to the Seller as follows:

7.1 Organization and Qualification. Buyer is a corporation duly organized,
validly existing and in good standing under the laws of the State of Utah. All
subsidiaries of Buyer are legal entities that are duly organized, validly
existing and in good standing under the laws of their respective jurisdictions
of incorporation. Buyer has all requisite power and authority to own or operate
its properties and conduct its business as it is now being conducted. Buyer is
duly qualified and in good standing as a foreign corporation or entity
authorized to do business in each of the jurisdictions in which the character of
the properties owned or held under lease by it or the nature of the business
transacted by it makes such qualification necessary.

7.2 Authority Relative to this Agreement. Buyer 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 Buyer, and no other corporate
proceedings on the part of Buyer are necessary to authorize this Agreement or to
consummate the transactions so contemplated. This Agreement has been duly and
validly executed and delivered by Buyer and, assuming this Agreement constitutes
a valid and binding obligation of the Seller, this Agreement constitutes a valid
and binding agreement of Buyer, enforceable against Buyer in accordance with its
terms.

7.3 SEC Reports. Since January 1, 2000, to the best of its knowledge Buyer
has filed all required forms, reports and documents ("Buyer 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 Buyer 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
Buyer 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 Buyer 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

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

7.4 Consents and Approvals: No Violation. Neither the execution and delivery of
this Agreement by Buyer nor the consummation of the transactions contemplated
hereby nor compliance by Buyer 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 Buyer 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 Buyer is a party or by which Buyer, any of its
Subsidiaries or any of their respective assets, may be bound, or result in the
creation or imposition of any lien, charge or other encumbrance on the assets of
Buyer or violate any order, writ, injunction, decree, statute, rule or
regulation applicable to Buyer or any of its respective assets.

7.5 Litigation. Etc. Except as disclosed in the Buyer SEC Reports there is no
action, claim, or proceeding pending or, to the knowledge of Buyer,
threatened, to which Buyer 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 Buyer and
since December 31, 1999, there have been no claims made or actions or
proceedings brought against any officer or director of Buyer arising out of
or pertaining to any action or omission within the scope of his employment or
position with Buyer, which claim, action or proceeding would involve a
material adverse effect on Buyer taken as a whole. All material litigation
and other material administrative, judicial or quasi-judicial proceedings to
which Buyer is a party or to which it has been threatened to be made a party
are described in the Buyer SEC Reports.

7.6 Compliance with Law and Permits. Buyer 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 Buyer of their respective
properties and assets have been obtained and no violation exists in respect of
such licenses, permits or authorizations. None of the documents and materials
filed with or furnished to any Governmental Authority with respect to the
properties, assets or businesses of Buyer contains any untrue statement of a
material fact or fails to state a material fact necessary to make the statements
therein not misleading.

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7.7 Buyer Common Stock. The shares to be issued by Buyer pursuant to this
Agreement have been duly authorized and, when delivered from escrow to Seller in
accordance with the terms of this Agreement, will be validly authorized and
issued and fully paid and nonassessable, free-trading shares and no shareholder
of Buyer will have any preemptive rights or dissenter's right with respect
thereto.

ARTICLE 8. SELLER'S OBLIGATIONS BEFORE CLOSING.

Seller covenants that, except as otherwise agreed in writing by Buyer, from the
date of this Agreement until the Closing of escrow:

8.1 Buyer's Access to Premises and Information. Buyer and its counsel,
accountants and other representatives shall be entitled to have full access
during normal business hours to all Seller's properties, books, accounts,
records, contracts and documents of or relating to the Assets. Seller shall
furnish or cause to be furnished to Buyer and its representatives all data and
information concerning the business, finances and properties of Seller that may
reasonably be requested.

8.2 Conduct of Business in Normal Course. Seller shall carry on its business and
activities diligently and in substantially the same manner as it previously has
been carried on, and shall not make or institute any unusual or novel methods of
purchase, sale, lease, management, accounting or operation that will vary
materially from the methods used by Seller as of the date of this Agreement.

8.3 Preservation of Business Relationships. Seller shall use its best efforts,
without making any commitments on behalf of Buyer, to preserve its business
organization intact, to keep available to Buyer its present employees, and to
preserve its present relationships with suppliers, customers and others having
business relationships with it.

8.4 Maintenance of Insurance. Seller shall continue to carry its existing
insurance, subject to variations in amounts required by the ordinary operations
of its business. At the request of Buyer and at Buyer's sole expense, the amount
of insurance against fire and other casualties which, at the date of this
Agreement, Seller carries on any of the Assets or in respect of its operations
shall be increased by such amount or amounts as Buyer shall specify. Seller
shall cause Buyer to be named as an additional insured on each existing
insurance policy carried by Seller.

8.5 New Transactions. Seller shall not do, or agree to do without the prior
written consent of the Buyer, any of the following acts, if such acts could
affect the Assets being purchased:

(a) enter into any contract, commitment or transaction not in the usual and
ordinary course of its business; or

(b) enter into any contract, commitment or transaction in the usual and ordinary
course of business involving an amount exceeding $1,000.00, individually, or
$10,000.00 in the aggregate; or

(c) make any capital expenditures in excess of $5,000.00 for any single item or
$10,000.00 in the

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aggregate, or enter into any leases of capital equipment or property under
which the annual lease charge is in excess of $5,000.00; or

(d) sell or dispose of any capital assets with a net book value in excess of
$1,000.00 individually, or $10,000.00 in the aggregate.

8.7 Existing Agreements. Seller shall not modify, amend, cancel or terminate any
of its existing contracts or agreements, or agree to do any of those acts,
without the written consent of Buyer, which consent shall not be unreasonably
withheld or delayed.

8.8 Consent of Others. As soon as reasonably practical after the execution and
delivery of this Agreement, and in any event on or before the final Closing
Date, Seller shall obtain shareholder and regulatory approval to this Agreement
and will furnish to Buyer copies of these consents. Further, Seller agrees to
use its best efforts to obtain new contracts between the Buyer and the customers
described in SCHEDULE 1.1 to this Agreement.

8.9 Representations and Warranties True at Closing. Seller shall use its best
efforts to assure that all representations and warranties of Seller set forth in
this Agreement and in any written statements delivered to Buyer by Seller under
this Agreement will also be true and correct as of the Closing Date as if made
on that date and that all conditions precedent to Closing shall have been met.

8.10 Statutory Filings. Seller shall cooperate fully with Buyer in preparing and
filing all information and documents deemed necessary or desirable by Buyer
under any statutes or governmental rules or regulations pertaining to the
transactions contemplated by this Agreement.

ARTICLE 9. CONDITIONS PRECEDENT TO BUYER'S PERFORMANCE

The obligations of Buyer to purchase the Assets under this Agreement are subject
to the satisfaction, at or before the Closing, of all the conditions set out
below in this Article 9. Buyer may waive any or all of these conditions in
accordance with Section 15.2 hereof, provided however, that no such waiver of a
condition shall constitute a waiver by Buyer of any of its other rights or
remedies, at law or in equity, if Seller shall be in default of any of its
representations, warranties or covenants under this Agreement.

9.1 Accuracy of Sellers Representations and Warranties. All representations and
warranties by Seller in this Agreement or in any written statement that shall be
delivered to Buyer by Seller under this Agreement shall be true on and as of the
Closing Date as though made at that time.

9.2 Absence of Liens. At or prior to the Closing, Buyer shall have received UCC
search reports dated as of a date not more than five days before the Closing
Date issued by the Secretaries of each State where assets are located,
indicating that there are no filings under the Uniform Commercial Code on file
with such Secretary of State which name T.E.N. Private Cable, CinemaWorks,
Cinema Internet Networks Inc., William Massey or any other name used by the
Seller as debtor other than the liens otherwise disclosed in the Schedules
hereto.

<PAGE>

9.3 Seller Performance. Seller shall have performed, satisfied, and complied
with all covenants, agreements, and conditions required by this Agreement to be
performed or complied with by Seller on or before the Closing Date.

9.4 Certification by Seller. Buyer shall have received a certificate, dated the
Closing Date, signed and verified by Seller's president or vice president and
its treasurer or assistant treasurer, certifying, in such detail as Buyer and
its counsel may reasonably request, that the conditions specified in Sections
9.1 and 9.3 have been fulfilled.

9.5 Absence of Litigation. No action, suit or proceeding before any court or any
governmental body or authority, pertaining to the transaction contemplated by
this Agreement or to its consummation, shall have been instituted or threatened
on or before the Closing Date.

9.6 Corporate Approval. The execution and delivery of this Agreement by Seller,
and the performance of its covenants and obligations under it, shall have been
duly authorized by all necessary corporate action, and Buyer shall have received
copies of all resolutions pertaining to that authorization, certified by the
secretary of Seller.

9.7 Certificate Regarding Employment Tax Obligations. Buyer shall have received
a Certificate of the President and Secretary of the Seller stating that, as of
the Closing Date, no contributions, interest, or penalties are unpaid by Seller
with regard to any payroll taxes, or unemployment or workers' compensation
contributions for periods prior to most recent filing deadlines.

9.8 Consents. All necessary agreements and consents of any parties to the
consummation of the transaction contemplated by this Agreement, or otherwise
pertaining to the matters covered by it, shall have been obtained by Seller and
delivered to Buyer.

9.9 Approval of Documentation. The form and substance of all certificates,
instruments and other documents delivered to Buyer under this Agreement shall be
satisfactory in all reasonable respects to Buyer and its counsel.

9.10 Condition of Assets. The Assets shall not have been materially or adversely
affected in any way as a result of any fire, accident, storm, or other casualty
or labor or civil disturbance or act of God or the public enemy.

9.11 Valuation of Assets. Buyer shall have accepted the Assets, as set forth on
the schedules attached hereto (as adjusted as of the Closing Date).

9.12 Completion of Due Diligence. All due diligence reasonably required by the
Buyer has been completed, and the results of such due diligence are satisfactory
to the Buyer in its sole discretion and judgment with regard to all aspects of
the transaction, including by not limited to matters relating to the Assets, or
the intellectual property or financial prospects of the business to be sold
pursuant to this Agreement.

9.13 Compliance with Bulk Sales Laws. The parties have complied with all
applicable Bulk

<PAGE>

Sales Laws or similar provisions.

9.14 Simultaneous Closing The final closing of this transaction shall be
contingent upon the prior or simultaneous closing of the lease purchase from
Scott Applegate and CapitalPlus plus the assumption of the Integra lease.

ARTICLE 10. CONDITIONS PRECEDENT TO SELLER'S PERFORMANCE

The obligations of Seller to sell and transfer the Assets under this Agreement
are subject to the satisfaction, at or before the Closing, of all the following
conditions:

10.1 Accuracy of Buyer's Representations and Warranties. All representations and
warranties by Buyer contained in this Agreement or in any written statement
delivered by Buyer under this Agreement shall be true on and as of the Closing
as though such representations and warranties were made on and as of that date.

10.2 Buyer's Performance. Buyer shall have performed and complied with all
covenants and agreements, and satisfied all conditions that it is required by
this Agreement to perform, comply with, or satisfy, before or at the Closing.

10.3 Buyer's Corporate Approval. Buyer shall have received corporate
authorization and approval for the execution and delivery of this Agreement and
all corporate action necessary or proper to fulfill the obligations of Buyer to
be performed under this Agreement on or before the Closing Date.

10.4 Buyer shall have received all approvals allowing it to issue freely
tradeable shares of the Buyer to the Seller.

ARTICLE 11. EMPLOYEE PLANS

Seller represents that the Seller has no Employee Plan in effect or to which the
Seller is subject. For purposes of this Agreement, the term "Employee Plan"
includes all pension, retirement, disability, medical, dental or other health
insurance plans, life insurance or other death benefit plans, profit sharing,
deferred compensation, stock option, bonus or other incentive plans, vacation
benefit plans, severance plans, or other employee benefit plans or arrangements
including, without limitation, any pension plan as defined in Section 3(2) of
the Employee Retirement Income Security Act of 1974 ("ERISA") and any welfare
plan as defined in Section 3(1) of ERISA, whether or not funded, covering any
employee or to which Seller is a party or bound or makes or has made any
contribution or by which Seller may have any liability to any employee
(including any such plan formerly maintained by or in connection with which
Seller may have any liability to any employee, and any such plan which is a
multi employer plan as defined in Section 3(37) (A) of ERISA, or any comparable
Canadian laws.

ARTICLE 12. SELLERS OBLIGATIONS AFTER THE CLOSING

12.1 Preservation of Goodwill. Following the Closing, Seller will restrict its
activities so that Buyer's reasonable expectations with respect to the goodwill,
business reputation, employee relations and prospects connected with the Assets
will not be materially impaired. In furtherance,

<PAGE>

but not in limitation of, this general obligation, Seller agrees that, for a
period of three (3) years following the Closing Date:

(a) Seller will not compete with the Buyer as a hospitality payperview
owner/operator and will not engage in any activity with the hotels named in this
agreement without the prior written consent of the Buyer.

The parties intend that the covenant contained in the preceding portion of this
Section shall be construed as a series of separate covenants, one for each
state. Each separate covenant shall be deemed identical in terms to the covenant
contained in this Section. If, in any judicial proceeding, a court shall refuse
to enforce any of the separate covenants deemed included in this Section, then
such unenforceable covenant shall be deemed eliminated from these provisions for
the purpose of those proceedings to the extent necessary to permit the remaining
separate covenants to be enforced.

(b) Seller will not disclose to any person or use for its own benefit any price
lists, pricing data, customer lists, or similar matters possessed by it relating
to the Assets or the business transferred to Buyer unless it first clearly
demonstrates to Buyer that such matters are, at the time of the proposed
disclosure or use, of common knowledge within the trade.

12.2 Seller Indemnities. Seller shall indemnify, defend and hold harmless
Buyer and its officers, directors, and agents against and in respect of any
and all claims, demands, losses, costs, expenses, obligations, liabilities,
damages, recoveries and deficiencies, including interest, penalties and
reasonable attorneys fees, that Buyer, or its officers, directors, or agents
shall incur or suffer, which arise, result from or relate to any breach of,
or failure by Seller to perform, any of its representations, warranties,
covenants or agreements in this Agreement or in any schedule, certificate,
exhibit or other instrument furnished or to be furnished by Seller under this
Agreement. Notwithstanding any other provision of this Agreement, Seller
shall not be liable to Buyer, or its officers, directors, or agents on any
warranty, representation or covenant made by Seller in this Agreement,
regarding any single claim, loss, expense, obligation or other liability that
does not exceed $10,000; provided, however, that when the aggregate amount of
all such claims, losses, expenses, obligations and liabilities not exceeding
$10,000 each reaches $10,000, Seller shall thereafter be liable in full for
all such breaches and indemnities, and regarding all those claims, losses,
expenses, obligations, and liabilities.

12.3 Buyer Indemnities. Buyer shall indemnify, defend and hold harmless Seller
and its officers, directors, and agents against and in respect of any and all
claims, demands, losses, costs, expenses, obligations, liabilities, damages,
recoveries and deficiencies, including interest, penalties and reasonable
attorneys fees, that Seller, or its officers, directors, or agents shall incur
or suffer, which arise, result from or relate to any breach of, or failure by
Buyer to perform, any of its representations, warranties, covenants or
agreements in this Agreement or in any schedule, certificate, exhibit or other
instrument furnished or to be furnished by Buyer under this Agreement.
Notwithstanding any other provision of this Agreement, Buyer shall not be liable
to Seller, or its officers, directors, or agents on any warranty, representation
or covenant made by Buyer in this Agreement, regarding any single claim, loss,
expense, obligation or other liability that does not exceed $10,000; provided,
however, that when the aggregate amount of all such claims, losses, expenses,
obligations and liabilities not exceeding $10,000 each reaches $10,000,

<PAGE>

Buyer shall thereafter be liable in full for all such breaches and
indemnities, and regarding all those claims, losses, expenses, obligations,
and liabilities.

12.4 Access to Records. From and after the Closing, Seller shall allow Buyer,
and its counsel, accountants and other representatives, such access to records
which after the Closing are in the custody or control of Seller as Buyer
reasonably requires in order to comply with its obligations under the law or
under contracts assumed by Buyer pursuant to this Agreement.

ARTICLE 13. COSTS

13.1 Finder's or Broker's Fees. Each of the parties represents and warrants that
it has dealt with no broker or finder in connection with any of the transactions
contemplated by this Agreement, and, insofar as it knows, no broker or other
person is entitled to any commission or finder's fee in connection with any of
these transactions.

13.2 Expenses. Each of the parties shall pay all costs and expenses incurred or
to be incurred by it in negotiating and preparing this Agreement and in closing
and carrying out the transactions contemplated by this Agreement.





<PAGE>



ARTICLE 14. SECURITIES ASPECTS OF AGREEMENT

14.1 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.

14.2 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.

14.3 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
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.

14.4 Any entity acquiring securities pursuant to this Agreement with the intent
to divide such securities among its principal shareholders 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.

14.5 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.

14.6 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.

         Seller represents and acknowledges that it and its principals have been
engaged in the

<PAGE>

business of providing pay-per-view and cable services in the hotel/lodging
industry, which is intended area of business for which the Assets are being
acquired by the Buyer. In this regard, Seller has been acquainted with the
Chief Executive Officer of Buyer. Seller further represents and acknowledges
that it has had full opportunity to obtain additional information from Buyer
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 Buyer, 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 Buyer, including but not limited to, the
specific risks associated with Buyer's business and the risks associated with
the ownership of common stock.

14.7 Seller hereby represents and warrants to Buyer that Seller is not a U.S.
person, as defined in Regulation S. Regulation S defines "a U.S. person" as:

"(i) Any natural person resident in the United States;

(ii) Any partnership or corporation organized or incorporated under the laws of
the United States;

(iii) Any estate of which any executor or administrator is a U.S. person;

(iv) Any trust of which any trustee is a U.S. person;

(v) Any agency or branch of a foreign entity located in the United States;

(vi) Any non-discretionary account or similar account (other than an estate or
trust) held by a dealer or other fiduciary for the benefit or account of a U.S.
person;

(vii) Any discretionary account or similar account (other than an estate or
trust) held by a dealer or other fiduciary organized, incorporated, or (if an
individual) resident in the United States; and

(viii) Any partnership or corporation if:

                           (A) Organized or incorporated under the laws of any
foreign jurisdiction; and

                           (B) Formed by a U.S. person principally for the
purpose of investing in securities not registered under the Act, unless it is
organized or incorporated, and owned, by accredited investors who are not
natural persons, estates or trusts."

B. The Seller represents, warrants and certifies that it is not acquiring the
securities for the account or benefit of any U.S. person or is a U.S. person who
purchased securities in a transaction that did not require registration under
the Act.

C. Seller represents and warrants that the offer and sale of the Shares is
taking place outside the United States, because an offer or sale of securities
is made in an "offshore transaction" if:

<PAGE>

(i) the offer is not made to a person in the United States; and at the time the
buy order is originated;

(ii) the buyer is outside the United States and the buyer is not a member of a
targeted identifiable group of U.S. citizens abroad, such as members of the U.S.
armed forces serving overseas; and

(iii) no directed selling efforts were made in the United States by Chequemate,
a distributor, any of their respective affiliates, or any person acting on
behalf of any of the foregoing and

(iv)  offering restrictions have been implemented

D. Seller acknowledges that the shares have not been registered under the
Securities Act of 1933, as amended, and therefore cannot be offered, sold or
otherwise transferred, directly or indirectly, in the United States or for the
account or benefit of any U.S. person, at any time prior to expiration of a one
year distribution compliance period, which begins on the later of the date the
securities were first offered to persons other than distributors in reliance
upon this Regulation S or the date of closing of the offering, unless first
registered under the Act, unless another exemption from registration under the
Act is available.

If Seller is a distributor and sells during the one year restricted period,
Seller agrees to resell such securities only in accordance with the provisions
of this Regulation S, pursuant to registration under the Act, or pursuant to an
available exemption from registration; and agrees not to engage in hedging
transactions with regard to such securities unless in compliance with the Act.
Any "restricted securities", as defined in (0)230.144, that are equity
securities of a domestic issuer will continue to be deemed to be restricted
securities, notwithstanding that they were acquired in a resale transaction made
pursuant to (0)230.901 or (0)230.904.

E. Seller represents and warrants that it is acquiring the Shares for investment
purposes, and in the event of any subsequent sale or transfer of any of the
shares prior to the end of the Regulation S Restrictive Period (not being
presently contemplated), it will obtain similar representations from the
subsequent purchaser or transferee as are contained in this Subscription
Agreement, and the same disclosures will be made.

F. Undersigned acknowledges and agrees that the certificates evidencing the
Shares will bear the following Regulation S legend:

THESE SECURITIES ARE NOT REGISTERED WITH THE UNITED STATES SECURITIES AND
EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), IN
RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER REGULATION S PROMULGATED
UNDER THE ACT.

TRANSFER IS PROHIBITED EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF THIS
REGULATION S, PURSUANT TO REGISTRATION UNDER THE ACT, OR PURSUANT TO AN
AVAILABLE EXEMPTION FROM REGISTRATION; AND THAT

<PAGE>

HEDGING TRANSACTIONS INVOLVING THOSE SECURITIES MAY NOT BE CONDUCTED UNLESS
IN COMPLIANCE WITH THE ACT.

THESE SECURITIES MAY NOT BE RESOLD OR TRANSFERRED TO ANY U.S. PERSON (AS SUCH
TERM IS DEFINED IN THE REGULATIONS) FOR A PERIOD OF ONE YEAR AFTER COMPLETION OF
ANY OFFERING OF WHICH IT IS A PART, UNLESS REGISTERED UNDER THE ACT. THEREAFTER,
THESE SECURITIES MAY NOT BE RESOLD OR TRANSFERRED TO ANY U.S. PERSON (AS SUCH
PERSON IS DEFINED IN THE REGULATIONS) UNLESS (i) PERMITTED UNDER THE ACT, UNDER
REGULATION S, AND/OR UNDER THE OTHER RULES AND REGULATIONS PROMULGATED UNDER THE
ACT; AND (ii) AN ACCEPTABLE LEGAL OPINION IS RENDERED TO THE ISSUER, TO THE
EFFECT THAT SUCH TRANSACTION IS PERMISSIBLE AND/OR THAT RESTRICTIONS ON TRANSFER
MAY BE REMOVED UNDER THE ACT.

14.8. Additional Representations by Seller. Seller represents and warrants as
follows:

         (a) It has obtained copies of the most recent financial statements of
Chequemate, and has reviewed same with its investment counselors and advisers.
It has relied only on the information contained therein or otherwise provided to
it in writing by Chequemate.

         (b) It understands that it is acquiring Shares of Chequemate Common
Stock without being furnished any offering literature or prospectus other than
as described above, and that this transaction has not been scrutinized by the
Securities and Exchange Commission because it constitutes an exempt transaction
under Regulation S.

         (c) It understands that the Shares have not been registered under the
Securities Act of 1933, as amended.

         (d) The Shares are being purchased for its own account for investment,
and not with a view to or for sale in connection with any "Distribution" of the
security. It and its investment advisers have such knowledge and experience in
financial and business matters so as to be able to utilize the information made
available to it in connection with the offering of the Shares to evaluate the
risks of the investment and to make an informed investment decision.

         (e) All information which it has provided to Chequemate concerning
itself, its non-U.S. person status, its financial position and its knowledge of
financial and business matters, is correct and complete as of the date set forth
at the end hereof.

         (f) Available information.

                  (i) Chequemate has made available to it the opportunity to
ask questions and receive answers concerning Chequemate, its business, and
the terms and conditions of this Regulation S offering and to obtain any
additional information which it might request, and which Chequemate
possesses, or can acquire without unreasonable effort or expense.

                  (ii) Seller may request and receive any additional information
about

<PAGE>

Chequemate that it may wish that is not confidential prior to execution
hereof. By executing this agreement, Seller acknowledges that it has received
all information it believes necessary to make an informed decision. If it has
not requested additional information, Seller acknowledges that it has
obtained through its own resources, and examined or caused its financial
advisers to examine copies of Chequemate's current Financial Statements, and
recent press releases, and that it is satisfied with their content.

                  (iv) No steps have been taken or will be taken in any
jurisdiction outside of the United States that will permit the issuance of a
prospectus, notice, circular or other invitation offering these securities to
the general public for subscription or purchase. This document may not be used
for or in connection with an offer or solicitation by anyone in any jurisdiction
in which such offer or solicitation is not authorized or to any person to whom
it is unlawful to make such offer or solicitation. In connection with this
offering, no person has been authorized to give any information or to make any
representations, other than those set forth in this Agreement, and, if given or
made, such information or representations must not be relied upon as having been
authorized by Chequemate.

Seller further agrees that it will defer the delivery of the Securities to the
escrow agent until such time as the Additional Listing Application related to
the Securities is approved by AMEX. Buyer agrees to promptly file the Additional
Listing Application and pursue its approval with reasonable diligence.

14.9     Registration Rights.

The Company shall, subject to the provisions of this paragraph, use its
reasonable efforts to cause to be registered under the Securities Act of 1933
all of the Shares that Buyer shall deliver to the escrow agent under this
Agreement. It shall be a condition precedent to the obligations of the Company
to take any action pursuant to this paragraph that Seller shall furnish to the
Company such information regarding Seller, the Shares held by Seller, and the
intended method of disposition of such Shares as shall be required to effect the
registration of its Shares.

ARTICLE 15. FORM OF AGREEMENT

15.1 Headings. The subject headings of the Articles and Sections of this
Agreement are included for purposes of convenience only, and shall not affect
the construction or interpretation of any of its provisions.

15.2 Entire Agreement: Modification: Waiver. This Agreement constitutes the
entire agreement between the parties pertaining to the subject matter
contained in it and supersedes all prior and contemporaneous agreements,
representations, and understandings of the parties. No supplement,
modification or amendment of this Agreement shall be binding unless executed
in writing by all the parties. No waiver of any of the provisions of this
Agreement shall be deemed, or shall constitute, a waiver of any other
provision, whether or not similar, nor shall any waiver constitute a
continuing waiver. No waiver shall be binding unless executed in writing by
the party making the waiver.

15.3 Counterparts. This Agreement may be executed simultaneously in one or more

<PAGE>

counterparts, each of, which shall be deemed an original, but all of which
together shall constitute one and the same instrument.

ARTICLE 16. PARTIES

16.1 Parties in Interest. Nothing in this Agreement, whether express or implied,
is intended to confer any rights or remedies under or by reason of this
Agreement on any persons other than the parties to it and their respective
successors and assigns, nor is anything in this Agreement intended to relieve or
discharge the obligation or liability of any third persons to any party to this
Agreement, nor shall any provisions give any third persons any right of
subrogation or action over against any party to this Agreement.

16.2 Assignment. This Agreement shall be binding on and shall inure to the
benefit of the parties to it and their respective heirs, legal representatives,
successors and assigns. This agreement is not assignable without the prior
written consent of Seller, which shall not be unreasonably withheld or delayed.

ARTICLE 17. REMEDIES

17.1 Recovery of Litigation Costs. If any legal action or any arbitration or
other proceeding so brought for the enforcement of this Agreement, or because of
an alleged dispute, breach, default or misrepresentation in connection with any
of the provisions of this Agreement, the successful or prevailing party shall be
entitled to recover reasonable attorneys' fees and other costs incurred in that
action or proceeding, in addition to any other relief to which it may be
entitled.

17.2 Conditions Permitting Termination. Subject to the provisions of Article 3
relating to the postponement of the Closing Date, either party may on or prior
to the Closing Date terminate this Agreement by written notice to the other,
without liability to the other, if any bona fide action or proceeding shall be
pending against either party on the Closing Date that could result in an
unfavorable judgment, decree or order that would prevent or make unlawful the
carrying out of this Agreement.

17.3 Defaults Permitting Termination. If either Buyer or Seller materially
defaults in the due and timely performance of any of its warranties, covenants,
or agreements under this Agreement, the non-defaulting party or parties may on
the Closing Date give notice of termination of this Agreement, in the manner
provided in Article 19. The notice shall specify with particularity the default
or defaults on which the notice is based. The termination shall be effective
five days after the Closing Date, unless the specified default or defaults have
been cured on or before this effective date for termination.

ARTICLE 18. NATURE AND SURVIVAL OF REPRESENTIONS AND WARRANTIES

All representations, warranties, covenants and agreements of the parties
contained in this Agreement, or in any instrument, certificate, opinion or other
writing provided for in it, shall survive the Closing.

<PAGE>

ARTICLE 19. NOTICES

All notices, requests, demands and other communications under this Agreement
shall be in writing and shall be deemed to have been duly given on the date of
service if served personally on the party to whom notice is to be given, or on
the third day after mailing if mailed to the party to whom notice is to be
given, by first class mail, registered or certified, postage prepaid, and
properly addressed as follows:

Seller:
Cinema Internet Networks, Inc.
William (Bill) Massey
320-1333 Johnston Street
Vancouver, BC V6H3R9

with copy to:
Linda Hogg, Esq.
Paige, Fraser & Associates
1700-1185 West Georgia Street
Vancouver, BC V6E 4E6

Buyer:
C-3D Digital c/o Alan Hunter
330 Washington Blvd., Suite 507
Marina del Rey, CA  90292

with copy to:
Paul D.H. LaBarre
Hotel Movie Network
145 N. McQueen Suite 4
Gilbert, AZ 85233

Any party may change its address for purposes of this Article by giving the
other party written notice of the new address in the manner set forth above.

ARTICLE 20.  GOVERNING LAW
This Agreement shall be construed in accordance with, and governed by the laws
of the State of California

ARTICLE 21. MISCELLANEOUS

21.1 Announcements. Seller will not make any announcements to the public or to
employees of Seller concerning this Agreement or the transactions contemplated
hereby without the prior approval of Buyer, which will not be unreasonably
withheld. Notwithstanding any failure of Buyer to approve it, Seller may make an
announcement of substantially the same information as theretofore announced to
the public by Buyer or any announcement required by applicable law,

<PAGE>

but Seller shall in either case notify Buyer of the contents thereof
reasonably promptly in advance of its issuance.

21.2 References. Unless otherwise specified, references to Sections or Articles
are to Sections or Articles in this Agreement.

21.3 Further Assurances. The parties agree to execute any and all further
documents reasonably necessary to give full effect to the intentions of the
parties as set forth herein.

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

CHEQUEMATE INTERNATIONAL, INC.,
a Utah corporation


By /s/ J. Michael Heil
  ------------------------------------------------------
         Its: CEO

SELLER

CINEMA INTERNET NETWORKS, INC.
a Canadian corporation


By /s/
  ---------------------------------------------------------------
         Its: C.E.O.






<PAGE>



                                                   Schedule 1.1
<TABLE>
<CAPTION>
HOTEL INFORMATION                           ROOM COUNT
-----------------                           ----------
<S>                                         <C>
Days Inn Scottsdale                         175
4710 N. Scottsdale Road.
Scottsdale, AZ 85251


Comfort Inn Airport                         130
3031 N. 3 Road
Vancouver, BC V6x286

Abercorn Inn                                94
9260 Bridgeport Road
Richmond, BC V6X286

Days Inn Metro                              66
2075 Kingsway
Vancouver, BC V5N2T2

Executive Inn Express                       81
9020 Bridgeport Road
Richmond, BC VX151

The Atrium Inn                              105
2889 E. Hasting
Vancouver, BC V5K2A1

The Bedford Regency                         40
1140 Government Street
Victoria, BC V8W1y2

The Biltmore Hotel                          96
395 Kingsway
Vancouver, BC  V5T3J7

The Blue Horizon                            214
1225 Robson Street
Vancouver, BC V6E1C3

Clarion Hotel                               122
344 Rosedale
Bakersfield, CA 93308

Ramada Resort                               255
</TABLE>

<PAGE>
<TABLE>
<S>                                         <C>
1800 E. Palm Canyon
Palm Springs, CA 92262

Ramada Denver Airport                       148
3737 Quebec  Street
Denver, CO 80202

Baymeadows Holiday Inn                      249
9150 Baymeadows Road
Jacksonville, FL 32256

Bilmar Beach Resort                         172
10650 Gulf Blvd.
Treasure Island, FL 33706

St. Petersburg Holiday Inn                  189
5250 Gulf Blvd.
St. Petersburg, FL. 33706

Holiday Inn South Savanna                   177
I-95 & GA Highway
Savanna, GA 331419

Wilson World Hotel & Suites                 240
2325 Stemmons Freeway
Dallas, TX 75207

Room Count Total                            2553
</TABLE>

<PAGE>

                              Schedule 1.2

                               Equipment

See attached Spreadsheet Titled: "Schedule 1.2"

I.       Round Rock TX Warehouse Equipment
         Equipment has not been tested and is in various stages, conditions and
quantities.

<TABLE>
<CAPTION>
         ITEM                               APPROX. QTY
         ----                               -----------
<S>                                         <C>
         SA Boxes                           1000
         Computer sys-ATT                   10
         SA-ATX                             12
         Racks                              15
         Modulators                         90
         Channel Processors                 8
</TABLE>

II.      TEN/Phoenix Office Equipment List
         Attached is a complete equipment inventory dated 9/28/99 from Joanne

<TABLE>
<CAPTION>
         ITEM                               APPROX. QTY
         ----                               -----------
<S>                                         <C>
         Office Furniture                   Various
         Computer Sys/Monitor               5
         Printers                           3
         TV                                 1
         Phone System                       1
         Typewriter                         1
         Refrigerator                       1
         Copier/Fax                         1 ea.
         (3 yr Lease assumed by HMN-w/9 mos
         left)
</TABLE>

III.     Vancouver BC Equipment List
         Equipment has not been tested and is in various stages, conditions and
quantities.

<TABLE>
<CAPTION>
         ITEM                               APPROX. QTY
         ----                               -----------
<S>                                         <C>
         SA Boxes                           20
         Computers                          2
         Receivers ATX                      4
         Modulators                         7
         Demodulators                       2
         Data Power Supply                  7
         Amplifier                          2
         Traps                              10 (various channels)

         VCR                                APPROX. QTY
         ---                                -----------
         Goldstar                           30
</TABLE>

<PAGE>

                            Schedule 1.3
                     Hotel with Lease Obligations

<TABLE>
<CAPTION>
HOTEL INFORMATION                           LEASE PAYMENT
-----------------                           -------------
<S>                                         <C>
Days Inn Scottsdale                         $484.99    Capital
4710 N. Scottsdale Road.
Scottsdale, AZ 85251

Comfort Inn Airport                         $614.60     Integra
3031 N. 3 Road
Vancouver, BC V6x286

Ramada Resort                               $487.94     Capital
1800 E. Palm Canyon
Palm Springs, CA 92262

Baymeadows Holiday Inn                      $482.26    Capital
9150 Baymeadows Road
Jacksonville, FL 32256

Bilmar Beach Resort                         $484.53    Capital
10650 Gulf Blvd.
Treasure Island, FL 33706

St. Petersburg Holiday Inn                  $484.83    Capital
5250 Gulf Blvd.
St. Petersburg, FL. 33706

Wilson World Hotel & Suites                 $490.19    Capital
2325 Stemmons Freeway
Dallas, TX 75207

Lease Payment Total                         $3529.34
</TABLE>

<PAGE>



                                  Schedule 1.4
         Cost of Operations of CinemaWorks Hotels from September 1, 1999


<PAGE>



1. Corporate Information
Legal Name: Cinema Internet Networks Inc. (d.b.a. CinemaWorks)
Symbol:                 CWK
Stock Exchange: Canadian Exchange Venture (CDNX Exchange)
Incorporated:   1986 Victoria, British Columbia, Canada

Tax ID Number:             105174114 RT
Business Number:           200-926-9 R
Address:                   3150 Celtic Ave. - Building #2
                           Vancouver, BC, V6N 3X7

Phone:                     (604) 602-1280
Fax:                       (604) 602-1290

President:                 William (Bill) Massey
Phone                      (604) 681-2179

State of Washington:
Incorporated:   600-629-501
Fed Tax ID #:   52-147-1623

2. Liabilities (PPV assets)

Leases:           $116,000 (approx.)  Capital Plus, Salt Lake City UT
                  $  26,000 (approx.)  Integra, Calgary Alberta

Tax Liabilities (States):       None