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                                                                    EXHIBIT 4.16

                         [C-3D DIGITAL, INC. LETTERHEAD]





AMENDMENT TO AGREEMENT
This Amendment to Agreement ("Amendment"), is made and entered into this 25th
day of February, 2001, by and between Chequemate International, Inc., a Utah
corporation, ("Chequemate"), and Dutchess Advisors, Ltd., ("DUTCHES"), upon the
following premises:

A.   On or about December 21, 1999, Chequemate and DUTCHES entered into an
     Advisory Agreement (the "Agreement"), under the terms of which Chequemate
     issued to DUTCHES a total of 83,000 shares of Chequemate's restricted
     common stock, in consideration of item 2b of the Agreement, and Chequemate
     agreed to file a Form S-3 registration statement (the "registration
     statement") to register the above shares.

B.   Because of various difficulties experienced by Chequemate over the past
     months, Chequemate has not been able to complete and file a registration
     statement as contemplated, but is now prepared to do so, subject to
     obtaining the consent of DUTCHES and other parties to be included in the
     registration statement.

C.   The parties have agreed to enter into this Amendment, in order to amend the
     provision referred to above, to allow Chequemate additional time to file
     the registration statement.
NOW, THEREFORE, upon these premises and for good and valuable consideration, the
adequacy of which is hereby acknowledged, the parties agree as follows:

1.   Chequemate shall have 30 days from the date of execution of this Amendment,
     to make the initial filing of the registration statement with the U.S.
     Securities and Exchange Commission ("SEC"). 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. DUTCHES 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. Chequemate shall include in such
     registration statement, the additional 120,000 shares of common stock to be
     issued to DUTCHES pursuant to paragraph 2 below.

2.   In consideration of the services rendered for a full past due value of
     $45,196, and consistent with the intent of the Agreement's paragraph 2a,
     Chequemate agrees to immediately issue to DUTCHES, an additional 120,000
     shares of Chequemates's restricted common stock (the "Compensation
     Shares").

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3.   In consideration of any liquidated damages arising from Chequmate's
     delinquency to file the registration statement and consistent with the
     intent of the Agreement's paragraph 2b, Chequemate agrees to immediately
     issue to DUTCHES, an additional 200,000 shares of Chequemates's restricted
     common stock (the "Liquidated Damages Shares"). The Liquidated Damages
     Shares shall have a gross value of $200,000, based on a market value of
     $1.00 per share, subject to adjustments and conditions as set forth in
     paragraph 4 below.

4.   In the event Chequemate at any time proposes to file on its behalf or on
     behalf of any of its shareholders, a registration statement under the
     Securities Act of 1933 (the "Act") in any form (the "subsequent
     registration statement"), but not including a registration statement on
     Form S-4 or S-8, or any successor form, for any class of stock that is the
     same as, or similar to the stock issued pursuant to the above paragraph, it
     will give written notice of such proposed subsequent registration
     statement, setting forth the terms of the proposed offering and such other
     information as DUTCHES may reasonably request, at least thirty (30) days
     before the initial filing with the SEC of such subsequent registration
     statement, and offer to include in such filing the stock, or any portion
     thereof, issued pursuant to paragraph 3 above as DUTCHES may request. If
     DUTCHES desires to include all or any of the shares issued pursuant to
     paragraph 3 above in the subsequent registration statement, DUTCHES will
     advise Chequemate in writing within thirty (30) days after the receipt of
     such notice from Chequemate, setting forth the amount of such stock for
     which registration is requested. Chequemate will be required thereafter to
     include in such filing the amount of stock for which registration is so
     requested, and will use its best efforts to effect registration under the
     Act. And, If on the date which is five (5) business days following the date
     Chequemate's subsequent registration statement, described in this
     paragraph, 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 $1.00 per share, then the Company shall issue
     to DUTCHES the number of additional shares necessary for DUTCHES to receive
     a total value of $200,000, based on such average closing bid price for such
     five (5) day period. However, in no event shall DUTCHES receive shares,
     pursuant to paragraph 3 above, in excess of a total of 700,000 shares at
     the repricing date.

5.   Dutches 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.

6.   In consideration of the undertaking set forth in paragraph 1 above, DUTCHES
     agrees to waive and release any claim it may have against Chequemate for
     failure to file a registration statement prior to the date hereof.

7.   DUTCHES 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.

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IN WITNESS WHEREOF, the parties to this Amendment 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

DUTCHESS ADVISORY, LTD.

/s/ Michael A. Novielli
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By:Michael A. Novielli
Its: Managing Director


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