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/ Xxxxxxx Xxxxx
-------------------------------
By: Xxxxxxx Xxxxx
Its: Chief Operating Officer
DUTCHESS ADVISORY, LTD.
/s/ Xxxxxxx X. Xxxxxxxx
-------------------------------
By:Xxxxxxx X. Xxxxxxxx
Its: Managing Director
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