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                                                                    EXHIBIT 4.8

                AMENDMENT TO SUBSCRIPTION AGREEMENTS AND WARRANTS

This agreement is made this 1st day of December, 1999, by and between Chequemate
International, Inc. dba C-3D Digital, Inc., a Utah corporation and Augustine
Fund, L.P., an Illinois limited partnership (the "Subscriber").

I.       WHEREAS, the parties to this agreement (the "Amended Agreement") have
         entered into subscription agreements for 8% convertible redeemable
         debentures on December 21, 1998, February 9, 1999 and June 4, 1999
         ("the "Subscription Agreements"), pursuant to which thirteen (13)
         debentures (the "Debentures") have been issued;

II.      WHEREAS, pursuant to the Subscription Agreements, C-3D has granted
         common stock purchase warrants to the Subscriber (the "Warrants") on
         December 21, 1999, February 9, 1999 and June 4, 1999; and

III.     WHEREAS, C-3D and the Subscriber desire to amend each of the three
         Subscription Agreements, each of the thirteen Debentures and each of
         the three Warrants, and grant an additional common stock purchase
         warrant.

NOW, for good and valuable consideration, receipt of which is hereby
acknowledged, the parties agree as follows:

1.       The defined terms of the referenced Subscription Agreements, Debentures
         and Warrants shall have the same meaning in this Amended Agreement.

2.       The Subscriber (a) agrees to defer any conversion privileges pursuant
         to the Subscription Agreements and Debentures until January 1, 2000;
         and (b) waives any right to accelerate the obligations of the
         Debentures prior to December 31, 1999, or to pay any Registration
         Payment, or liquidated or other damages for periods prior to December
         31, 1999.

3.       In addition to any other rights provided to the parties in the
         Subscription Agreements and Debentures, the Subscriber agrees that C-3D
         may have an additional alternative right to redeem all Debentures for
         the aggregate sum of Four One Hundred Thousand Dollars ($4,100,000),
         provided this right is exercised and the cash payment for redemption is
         paid to the Subscriber on or before December 31, 1999.


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4.       In consideration for the additional and alternative redemption right as
         provided in this Amended Agreement, the exercise price for all Warrants
         referred to in this Amended Agreement shall be reduced to $1.50 per
         share.

5.       C-3D agrees to issue to Subscriber an additional warrant (the
         "Additional Warrant") to purchase One Hundred Thousand (100,000) shares
         of the common stock of C-3D with a $0.0001 par value. The form of the
         warrant shall be the same as the Warrants previously issued to the
         Subscriber. The exercise price for the Additional Warrant shall be
         $1.50 per share, and the term thereof shall begin as of the date of
         this Amended Agreement.

6.       Notwithstanding anything to the contrary set forth in the Subscription
         Agreements or in the Debentures, in no event shall any holder of the
         Debentures or the Warrants be entitled to convert any portion of the
         Debentures or the Warrants in excess of such portion of the principal
         of the Debentures or the Warrants collectively that, upon giving effect
         to such conversion, would cause the aggregate number of shares of
         Common Stock beneficially owned by the holder and its affiliates to
         exceed 9.9% of the outstanding shares of the Common Stock following
         such conversion. If any court of competent jurisdiction shall determine
         that the foregoing limitation is ineffective to prevent a holder from
         being deemed the beneficial owner of more than 9.9% of the then
         outstanding shares of Common Stock, then C-3D shall redeem so much of
         the outstanding principal amount of such holder's Debenture as is
         necessary to cause such holder to be deemed the beneficial owner of not
         more than 9.9% of the then outstanding shares of Common Stock (the
         "Redemption Portion"). Upon such determination by a court of competent
         jurisdiction and such redemption by C-3D, the Redemption Portion shall
         immediately and without further action be deemed repaid in full to the
         holder, and the holder shall have no interest in or rights under such
         Redemption Portion. Any and all interest paid on or prior to the date
         of such determination shall be deemed interest paid on the remaining
         portion of the Debentures held by the holder. Such redemption shall be
         for cash at a redemption price equal to 100% of the face amount of the
         Redemption Portion and shall be paid within ten (10) business days
         after the requirement therefor arises pursuant to this paragraph 6.



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7.       The Subscriber represents and warrants, as of the date of this Amended
         Agreement, that it continues to qualify as an accredited investor as
         defined in Rule 144 promulgated by the Securities and Exchange
         Commission.


Augustine Fund, L.P.                                     C-3D Digital, Inc.
By Augustine Capital Management, Inc., LP


By /S/ THOMAS F. DUSZINSKI                               By /S/ J. MICHAEL HEIL
  -------------------------                              ----------------------
  Its: CEO                                               J. Michael Heil, CEO