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                                                                    EXHIBIT 4.17

                         [C-3D DIGITAL, INC. LETTERHEAD]

SETTLEMENT AGREEMENT
This Settlement Agreement ("Settlement"), is made and entered into this 8th day
of February, 2001, by and between Chequemate International, Inc., a Utah
corporation, ("Chequemate"), and Rocky Mountain Employee Benefits, Inc,
("RMEB"), upon the following premises:

A.   On April 1, 1996, Chequemate and RMEB entered into an Office Lease
     Agreement (the "Lease"), under the terms of which Chequemate was to occupy
     space at the American Plaza, suite 350, 57 W 200 S, Salt Lake City, for a
     monthly lease payment of $7,871.14 for the term ending November 30, 2001.
     This Settlement is being entered into for the purpose of terminating the
     Lease.

B.   The parties have agreed to enter into this Settlement and RMEB 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 the Lease, Chequemate shall pay RMEB the sum of
$118,226 payable as follows:

  1.     In consideration of the Settlement, Chequemate agrees to immediately
     issue to RMEB, 295,567 shares of Chequemates's restricted common stock (the
     "Shares"). The Shares shall have a gross value of $118,226.99, based on a
     market value of $0.40 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 1
     above, 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 $0.40 per share, the Company shall issue to
     RMEB the number of additional shares necessary for RMEB to receive a total
     value of $118,226.99, based on such average closing bid price for such five
     (5) day period. However, in no event shall RMEB receive shares in excess of
     a total of 400,000 shares at the repricing date.

  2.     Chequemate shall have 30 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 2 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


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     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. RMEB 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.

3.   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 RMEB selling any shares or balance of shares, by giving 3 day
     notice to RMEB.

4.   RMEB 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.

5.   Additionally, on the closing of this settlement, Chequemate will provide
     RMEB with a note in the full-negotiated value of $118,226.99. This note
     will stay in effect until RMEB receives the gross value of $118,226.99 in
     stock based on the repricing formula outlined in paragraph 3 above. At such
     time, the note will be canceled in full.

6.   In consideration of the undertaking set forth in paragraph 1 or 2 above,
     RMEB agrees to waive and release any claim it may have against Chequemate
     for failure to fulfill its lease obligation and hereby release Chequemate
     from all penalties and obligations as set forth in the Lease.

7.   RMEB 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.

 /s/ Chandos Mahon
-------------------------------
By: Chandos Mahon
Its: Chief Operating Officer

Rocky Mountain Employee Benefits, Inc.

 /s/ Dennis Zobell
-------------------------------
By: Dennis Zobell
Its: President


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