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EXHIBIT 10.3 - PROMISSORY NOTE I-O DISPLAY SYSTEMS

     CHEQUEMATE INTERNATIONAL, INC., individually and doing business as C3D
DIGITAL, INC. ("C3D DIGITAL"), for valuable consideration already received,
promises to pay I-O DISPLAY SYSTEMS, LLC and ILIXCO, INC., doing business as
RAZOR DIGITAL MEDIA, in accordance with the provisions of this Promissory Note
("Note"), the principal amount of four hundred thousand dollars ($400,000), plus
simple interest on the unpaid principal amount at the rate of ten (10%) percent
per annum from the date set forth below, until paid.

     The entire principal amount and accrued interest is to be paid in full no
later than DECEMBER 1, 2001. In the event that C3D DIGITAL fails to make payment
when due hereunder, and such default is not cured within five days of notice of
such default given by I-O DISPLAY SYSTEMS, LLC and ILIXCO, INC., dba RAZOR
DIGITAL MEDIA, to C3D DIGITAL, this Note shall immediately become due and
payable in the full amount of principal then unpaid, together with all accrued
and unpaid interest thereon, which full amount owing on default shall be
$540,000 plus interest at a rate of 10% per year.

     The principal and interest thereon shall be payable to I-O DISPLAY SYSTEMS,
LLC and ILIXCO, INC., dba RAZOR DIGITAL MEDIA, at 1370 Willow Road, Menlo Park,
CA 94025.

     CHEQUEMATE INTERNATIONAL, INC., individually and dba C3D DIGITAL, INC.,
may pay the aforesaid sums by making payment in C3D DIGITAL stock which is
publicly traded on the American Stock Exchange exchange, at the value of the
closing price of said exchange on the date the shares are delivered in payment,
or $0.27 per share, whichever is lowest, which price per share times the number
of shares paid will equal $400,000 plus interest at a rate of 10% per year from
the date of execution of this note. This stock payment will be fully
unrestricted, registered "free trading" stock on or before December 1, 2001. The
parties agree that these shares will be made part of a standard subscription
agreement, and the subscription agreement will be executed in order for
registration right to be effective.

     Additionally, 100,000 shares will be issued at a value of $.027 per share,
to I-O DISPLAY SYSTEMS, LLC and ILIXCO, INC., dba RAZOR DIGITAL MEDIA as
compensation for attorney fees, court costs, and all other expenses incurred by
I-O DISPLAY SYSTEMS, LLC and ILIXCO, INC., dba RAZOR DIGITAL MEDIA in settlement
of these issues. This stock payment will be fully unrestricted, registered "free
trading" stock on or before December 1, 2001. The parties agree that these
shares will be made part of a standard subscription agreement, and the
subscription agreement will be executed in order for registration right to be
effective.

     I-O DISPLAY SYSTEMS, LLC and ILIXCO, INC., dba RAZOR DIGITAL MEDIA, and C3D
DIGITAL have entered into a Stipulation for Entry of Judgment regarding C3D
DIGITAL's obligations under this Note. In the event of:

     1.   Default in the payment of this Note; OR

     2.   If the stock payment option is chosen by C3D DIGITAL AND the stock is
          not fully unrestricted, registered "free trading" stock on or before
          December 1, 2001; upon five days written notice to C3D DIGITAL and if
          such default is not cured with five days of notice of default, I-O
          DISPLAY SYSTEMS, LLC and ILIXCO, INC., dba RAZOR DIGITAL MEDIA, may
          file the Stipulation for Entry of Judgment with the court. In the
          event that the indebtedness represented by this Note is not paid when
          due, C3D DIGITAL promises to pay costs of collection and suit;
          including attorneys fees.

CHEQUEMATE INTERNATIONAL, INC., individually and d.b.a. C3D DIGITAL, INC., will
prepare and the parties will sign a release of all claims regarding and arising
out of the matter entitled I-O DISPLAY SYSTEMS, LLC and ILIXCO, INC., doing
business as RAZOR DIGITAL MEDIA, v. CHEQUEMATE INTERNATIONAL, INC.,
individually and d.b.a. C3D DIGITAL, INC., San Mateo County Superior Court Case
# ________________.

     IN WITNESS WHEREOF, CHEQUEMATE INTERNATIONAL, INC., individually and dba
C3D DIGITAL, INC., has caused this Note to be signed in its name and on its
behalf by its duly authorized officer:

Dated: May 3, 2001                      CHEQUEMATE INTERNATIONAL, INC.
                                        dba C3D DIGITAL, INC.

                                        By:
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