<PAGE>

                         [C-3D DIGITAL, INC. LETTERHEAD]

                                                                     EXHIBIT 4.7


AMENDMENT TO AGREEMENT

This Amendment to Agreement ("Amendment"), is made and entered into this 16th
day of February, 2001, by and between Chequemate International, Inc., a Utah
corporation, ("Chequemate"), and Scott Applegate and Capital Plus, ("SACP"),
upon the following premises:

A.   On August 9, 2000, Chequemate and SACP entered into an agreement (the
     "Agreement"), under the terms of which Chequemate issued to SACP a total of
     61,150 shares of Chequemate's restricted common stock, in consideration of
     an assignment by SACP of their interest in a lease between CapitalPlus,
     Lessor and TEN Private Cable, Lessee. Under the terms of the Agreement,
     Chequemate agreed to Form S-3 registration statement (the "registration
     statement") to register the above shares.

B.   Because of various difficulties experienced by Chequemate over the past few
     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 SACP 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. SACP 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 121,850 shares of common stock to be
     issued to SACP pursuant to paragraph 2 below.

<PAGE>

2.   In consideration of the extension granted above, and consistent with the
     intent of the Agreement, Chequemate agrees to immediately issue to SACP, an
     additional 121,850 shares of Chequemates's restricted common stock, for a
     total of 183,000 shares to be issued to SACP (the "Shares"). The Shares
     shall have a gross value of $183,000, based on a market value of $1.00 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
     $1.00 per share, the Company shall issue to SACP the number of additional
     shares necessary for SACP to receive a total value of $183,000, based on
     such average closing bid price for such five (5) day period. However, in no
     event shall SACP receive shares in excess of a total of 600,000 shares at
     the repricing date.

3.   Following the repricing date described in the above paragraph, and 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 SACP 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 the above paragraph as SACP may request. If SACP desires to include all
     or any of the shares issued pursuant to the above paragraph in the
     subsequent registration statement, SACP 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. CHEQUEMATE HEREBY COVENANTS
     THAT IN THE NEXT SIX-MONTH PERIOD IT WILL FILE A REGISTRATION STATEMENT AS
     TO WHICH THE SHARES DESCRIBED IN THE REPRICING DATE WILL BE INCLUDED.

4.   Additionally, on the closing of this Agreement, Chequemate will provide
     SACP with a note in the full-negotiated value of $183,000. This note will
     stays in effect until SACP receives the gross value of $183,000 in free
     trading shares. At such time, the note will be canceled in full.

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

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


<PAGE>



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



Scott Applegate

/s/ Scott W. Applegate
-------------------------
By: Scott W. Applegate
Its: