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                               C-3D DIGITAL, INC.

                                RELEASE AGREEMENT

                                 EXECUTION COPY

                             DATED: AUGUST 17, 2001

                               C-3D DIGITAL, INC.
                124 POINT WEST BOULEVARD, ST. CHARLES, MO 63301,
                      PH (636) 724-1004 FAX (636) 947-6488

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                                RELEASE AGREEMENT

     This Release Agreement ("Agreement") is executed on August 17, 2001, by
FERNANDO GOMEZ, hereinafter (hereinafter "Releasor"), in favor of Chequemate
International, Inc., a Utah corporation, d/b/a C-3D Digital (hereinafter
"Releasee"), with its principal place of business located at 124 Point West
Blvd., St. Charles, Missouri 63301 ("Mr. Gomez", together with Chequemate, the
"Parties")

     RECITALS

     WHEREAS, this Release is given and accepted for the purposes of resolving
claims for contracted services or employment and other expenses deemed by the
Releasor to be the responsibility of the Releasee totaling $90,000. Nothing
contained in this Agreement, nor any consideration given pursuant to it, shall
constitute or be deemed an admission of any act, omission, liability, or damages
of any party,

     NOW THEREFORE, in consideration of the foregoing and of the mutual rights
and obligations created herein and for other good and sufficient consideration
the receipt and adequacy of which are hereby acknowledged, the parties agree to
the following:

TERMS OF AGREEMENT

     1.   Concurrent with the execution and delivery of this Agreement, Releasee
          shall enter into that certain Subscription Agreement ("Subscription
          Agreement") with Releasor incorporated hereto as Exhibit A by which
          Releasee will issue to Releasor two hundred eighty four thousand, four
          hundred and forty four (284,444) shares of common stock of Chequemate,
          ("Release Shares")

     2.   The quantity of shares of Release Stock shall be determined as
          follows: $80,000.00 divided by a share value of $0.5625 and multiplied
          by two.

     3.   Releasor executes and delivers this Agreement in consideration of and
          pursuant to the receipt of $10,000 ("Release Payment"). Payment shall
          be made to Releasor within TEN (10) business days of Releasee
          executing this agreement, if not sooner.

     4.   Additionally, 142,222 shares of the Release Shares will be included in
          the company's current S3 registration filing contemplated to be
          resubmitted with the SEC during the month of August 2001.

     5.   Releasor agrees and acknowledges that the issuance of the Release
          Shares and the payment of the Release Payment shall constitute full
          settlement of all claims arising from or in connection with the
          Releasor's claims that may have had, now has or may have in the future
          against Releasee or present or former officers, directors,
          stockholders, employees, assigns, agents and parent, subsidiary,
          affiliate, predecessor or successor corporations and entities of
          Releasee.

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     6.   Except to the extent required by law or required in connection with
          any tax or securities filing, or otherwise approved by the Releasee in
          advance, for a period of five (5) years from the execution of this
          Agreement, Releasor and Releasee shall retain in strict confidence,
          and shall not use, divulge, express, provide to any third party, for
          the benefit of itself or others, any confidential and settlement
          information relating solely to this Agreement. Any breach by Releasor
          or Releasee of the confidentiality expressed in this Agreement, shall
          immediately terminate this Agreement and terms contained herein shall
          be null and void.

MISCELLANEOUS

     7.   This Agreement sets forth the entire agreement and understanding of
          the Parties hereto in respect to the transactions contemplated hereby
          and supersede all prior agreements, arrangements and understandings
          relating to the subject matter hereof and are not intended to confer
          upon any other person any rights or remedies hereunder. There have
          been no representations or statements, oral or written, that have been
          relied on by any party hereto, except those expressly set forth in
          this Special Release. This Agreement may be amended, modified or
          supplemented but only in writing signed by all of the Parties.

     8.   Any notice, request, instruction or other document to be given
          hereunder by a party hereto shall be in writing and shall be deemed to
          have been given, (i) when received if given in person, (ii) on the
          date of transmission if sent by telex, telecopy or other wire
          transmission (provided that a copy of such transmission is
          simultaneously sent in the manner provided in CLAUSE (iii) below) or
          (iii) five (5) days after being deposited with a reputable courier
          service:

     (a)  If to the Company addressed as follows:

          124 Point West Blvd.
          St. Charles, Missouri  63301
          Attn: CEO or President

     with a copy to:

          Chandos Mahon
          9811 Owensmouth Ave.
          Unit 15
          Chatsworth, CA 91311

     (b)  If to Fernando Gomez, to

     Fernando Gomez
     c/o Cullen & Associates, A.P.C.

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     225 South Lake Street
     Ninth Floor
     Pasadena, California 91101

     with a copy to:

     Paul T. Cullen, Esq.
     Cullen & Associates, A.P.C.
     225 South Lake Street
     Ninth Floor
     Pasadena, California 91101

          or to such other individual or address as a party hereto may designate
          for itself by notice given as herein provided.

     9.   Any term or condition of this Agreement may be waived at any time by
          the party that is entitled to the benefit thereof, but no such waiver
          shall be effective unless set forth in a written instrument duly
          executed by or on behalf of the party waiving such term or condition.
          No waiver by any party of any term or condition of this Agreement, in
          any one or more instances, shall be deemed to be or construed as a
          waiver of the same or any other term or condition of this Agreement on
          any future occasion. All remedies, either under this Agreement or by
          Law or otherwise afforded, will be cumulative and not alternative.

     10.  This Agreement may be amended, supplemented or modified only by a
          written instrument duly executed by or on behalf of Releasor and
          Releasee.

     11.  The terms and provisions of this Agreement are intended solely for the
          benefit of each party hereto and their respective successors or
          permitted assigns, and it is not the intention of the parties to
          confer third-party beneficiary rights, and this Agreement does not
          confer any such rights, upon any other person.

     12.  Except as provided herein, neither this Agreement nor any right,
          interest or obligation hereunder may be assigned (by operation of law
          or otherwise) by a party to this Agreement without the prior written
          consent of the other party. This Agreement is binding upon, inures to
          the benefit of and is enforceable by the parties hereto and their
          respective successors and assigns.

     13.  The headings used in this Agreement have been inserted for convenience
          of reference only and do not define or limit the provisions hereof.

     14.  If any provision of this Agreement is held to be illegal, invalid or
          unenforceable under any present or future law, and if the rights or
          obligations of any party hereto under this Agreement will not be
          materially and adversely affected thereby, (a) such provision will be
          fully severable, (b) this Agreement will be construed and enforced as
          if such illegal, invalid or unenforceable provision had never
          comprised a part

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          hereof, (c) the remaining provisions of this Agreement will remain in
          full force and effect and will not be affected by the illegal, invalid
          or unenforceable provision or by its severance herefrom and (d) in
          lieu of such illegal, invalid or unenforceable provision, there will
          be added as a part of this Agreement a legal, valid and enforceable
          provision, agreed to the parties to this Agreement, as similar in
          terms to such illegal, invalid or unenforceable provision as may be
          possible.

     15.  This Agreement has been made, entered into and performed within the
          State of California and shall be governed by and construed in
          accordance with the domestic laws of the State of California, without
          giving effect to any choice of law or conflict of law provision or
          rule (whether of the State of California or any other jurisdiction)
          that would cause the application of the laws of any jurisdiction other
          than the State of California.

     16.  The parties hereto each hereby irrevocably and unconditionally waives
          trial by jury in any action, claim, suit or proceeding relating to
          this Agreement or any of the transactions contemplated hereby and for
          any counterclaim brought therein.

     17.  The parties hereto agree that this Agreement is the product of
          negotiation between sophisticated parties and individuals, all of whom
          had the opportunity to be represented by counsel and to participate in
          the drafting of each provision hereof. Accordingly, ambiguities in
          this Agreement, if any, shall not be construed strictly or in favor of
          or against any party hereto but rather shall be given a fair and
          reasonable construction without regard to the rule of CONTRA
          PROFERENTEM.

     18.  This Agreement may be executed in any number of counterparts, each of
          which will be deemed an original, but all of which together will
          constitute one and the same instrument.

     19.  If any provision of this Agreement is deemed to be invalid, illegal or
          unenforceable by an arbitrator, a court of competent jurisdiction or
          other governmental authority, the remainder of this Agreement shall
          remain in full force and effect or shall be reasonably construed to
          carry out the intent of the parties as expressed herein. This
          Agreement shall be construed according to its fair meaning, with the
          language used herein deemed to be the language chosen by the parties
          to express their mutual intent, and no presumption or rule of strict
          construction shall be applied against any party hereto.

     20.  The Parties acknowledge the accuracy of the preamble and recitals
          hereto and such preamble and recitals are hereby incorporated by
          reference as if set forth herein at length.

     21.  Subject to the conditions precedent above, including the performance
          of all acts required by Releasor, Releasor and Releasee, shall and do
          hereby forever unconditionally relieve, release and discharge each
          from and against any and all

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          claims, debts, rights, liabilities, demands, accounts, liens,
          reckonings, obligations, promises, acts, agreements, costs and
          expenses (including, but not limited to, attorneys' fees and costs),
          damages, actions and causes of action, of whatever kind and nature,
          whether known or unknown, suspected or unsuspected, which each has,
          owns or holds or at anytime heretofore has ever owned or held,
          including, but not limited to, any rights, claims, debts, liabilities,
          demands, accounts, liens, reckonings, demands, acts, costs, expenses,
          damages, actions or causes of action, based on, arising out of,
          related to, or in connection with any and all matters, disputes,
          obligations, or claims of any kind whatsoever arising from, related to
          or in connection in anyway in connection with any and all claims
          asserted by the parties in the subject action.

     22.  The parties hereto, and each of them, expressly waive any and all
          rights under Section 1542 of the CIVIL CODE of the State of
          California, which provides as follows:

"A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR
SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF
KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR."

          The parties, and each of them, expressly waive and release any right
          or benefit which they have or may have under Section 1542 of the CIVIL
          CODE of the State of California, to the full extent that they may
          waive all such rights and benefits pertaining to the matters released
          herein. In connection with such waiver and relinquishment, the parties
          acknowledge that they are aware that they may hereafter discover
          claims presently unknown or unsuspected, or facts in addition to or
          different from those which they now know or believe to be true, with
          respect to the matters released herein. Nevertheless, it is the
          intention of each party hereto, through this Agreement, and with the
          advice of counsel, fully, finally, and forever to settle and release
          all such matters, and all claims relative thereto, which do now exist,
          may exist, or heretofore have existed between the parties. In
          furtherance of such intention, the release herein given shall be and
          remain in effect as a full and complete release of such matters
          notwithstanding the discovery or existence of any such additional
          different claims or facts relative thereto.

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IN WITNESS WHEREOF, Chequemate and Fernando Gomez have executed and delivered
this Agreement as of the date first above written.


FERNANDO GOMEZ                          CHEQUEMATE INTERNATIONAL INC.

By:                                     By:
   --------------------------              ----------------------------
Name:                                   Name: Chandos Mahon
Its:                                    Its: President and CEO



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EXHIBIT A

                             SUBSCRIPTION AGREEMENT

     The undersigned (the "SUBSCRIBER") hereby subscribes to and offers to
purchase shares, and a warrant to purchase shares, of Common Stock, of
Chequemate International Inc., a Utah corporation (the "COMPANY").

1.   OFFER AND ACCEPTANCE.

     Subscriber hereby subscribes to and offers to purchase 284,444 newly issued
shares of Common Stock, $0.001 par value per share of the Company (the "COMMON
STOCK"). Except as set forth below, this Subscription Agreement shall become a
binding obligation on behalf of the Company upon its written acceptance thereof.

     The condition precedent to the obligations set forth in this Subscription
Agreement include the execution and delivery of that certain Release Agreement
("Agreement"), into which this Subscription Agreement is incorporated as Exhibit
A.

2.   REPRESENTATION AND WARRANTIES OF SUBSCRIBER.

Subscriber hereby represents and warrants as follows:

(a)  Subscriber is purchasing the Securities for Subscriber's own account for
     investment only, and not with the view to the resale or distribution
     thereof.

(b)  In making the decision to purchase the Securities, Subscriber has relied
     upon independent investigations made by Subscriber or Subscriber's
     professional advisors, has had the opportunity to review and have questions
     answered by the appropriate officers of the Company with respect to the
     Company and the Business Plan of the Company, has had an opportunity to
     review such records of the Company as Subscriber may have requested,
     desires no further or additional information concerning the Company or its
     operation and deems such information received and reviewed adequate to
     evaluate the merits and risks of Subscriber's investment in the Company.

(c)  Subscriber has sufficient experience in business, financial, and investment
     matters to be able to evaluate the risks involved in the purchase of the
     Securities, and to make an informed investment decision with respect to
     such purchase.

(d)  Subscriber understands that it may be required to hold the Securities for
     an indefinite period of time, subject to the Company's covenants,
     representations and warranties to register the Securities as set forth in
     this Subscription Agreement and the Release Agreement which are
     incorporated herein, by this reference as though fully set forth, and
     Subscriber can afford a complete loss of the value of the Securities and is
     able to

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     bear the economic risk of holding the Securities for such indefinite
     period.

(e)  Subscriber understands that the Securities have has not been registered
     under the Securities Act of 1933, as amended (the "SECURITIES ACT"), or
     under any applicable state securities law and that the Securities can not
     be sold, transferred, or otherwise disposed of unless they are subsequently
     registered under the Securities Act or state securities law or an exemption
     from such registration is then available. Subscriber acknowledges that it
     has no right to require the Company to register the Securities that the
     Company has made no undertaking either to register the Securities or to
     make available any exemption from the registration or to supply any
     information to facilitate the sale of the Securities except as set forth in
     the Agreement and this Subscription Agreement. Subscriber further
     understands and agrees that the Company will not honor any attempt by
     Subscriber to sell, pledge, transfer or otherwise dispose of any of the
     Securities in the absence of an effective registration statement for the
     Securities under the Securities Act or the Company's reasonable
     satisfaction that an exemption in available therefrom.

(f)  Subscriber understands that a legend will be placed on the certificates
     representing the Securities concerning the securities law restrictions on
     transfer of the Securities.

(g)  Upon issuance, the Securities will be registered only in the name of
     Subscriber and/or Subscriber's counsel. Said Securities shall be delivered
     to Subscriber's counsel, Cullen & Associates, A.P.C.

(h)  Subscriber has not and will not rely upon the Company for advice with
     respect to any tax consequences related to the ownership, purchase or
     disposition of the Securities, and Subscriber assumes full responsibility
     for all such consequences as to the preparation and filing of all tax
     returns and elections which may and must be filed in connection with the
     Securities.

(i)  Subscriber is an "accredited investor" as such term is defined (and set
     forth below) in Rule 501 of Regulation D promulgated pursuant to the
     Securities Act. Subscriber qualifies as an accredited investor because the
     Subscriber is a former employee of the Company.

(j)  Subscriber understands that the Company is relying upon the representations
     and warranties contained herein to ensure its compliance with the
     Securities Act and applicable state securities laws, and the rules and
     regulations promulgated thereunder. Accordingly, Subscriber hereby affirms
     the truth and accuracy of such representations and warranties and
     undertakes to inform the Company if at any time prior to the purchase by
     Subscriber of the Securities any of the representation or warranties
     contained herein shall cease to be true and correct.

3.   STATEMENT OF REGISTRATION RIGHTS.

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3.1  The following rights shall be attached to only 142,222 Shares that are not
     subject to the S-3 registration that the Company shall file during the
     month of August 2001.

3.2  No Holder hereunder shall be entitled to exercise any registration rights
     provided for in this Statement of Registration Rights including, prior to
     four (4) months or after five (5) years following the execution of the
     Settlement Agreement into which this Subscription Agreement is incorporated
     as Exhibit A. Notwithstanding anything herein to the contrary, Chequemate
     agrees to include 142,222 shares in the registration statement on Form S-3
     that Chequemate is currently preparing and shall be filed with the
     Securities and Exchange Commission during the month of August 2001.

3.3  DEFINITIONS. For purposes of this Section 3:

     The term "Act" shall mean the Securities Act of 1933, as amended.

(a)  The term "Agreement" shall have the meaning set forth in the recital above.

(b)  The term "Form S-4 or S-8" means such form under the Act as in effect on
     the date hereof or any registration form under the Act subsequently adopted
     by the SEC which permits the registration of securities to be issued in a
     merger or other Rule 145 transaction under the Act, or securities to be
     issued to an employee, consultant or other similar person pursuant to a
     plan.

(c)  The term "Holder" means Fernando Gomez.

(d)  The term "initial public offering" shall mean the first issuance in an
     underwritten public offering pursuant to a registration statement filed by
     the Company under the Act.

(e)  The term "register," "registered," and "registration" refer to a
     registration effected by preparing and filing a registration statement or
     similar document in compliance with the Act, and the declaration or
     ordering of effectiveness of such registration statement or document.

(f)  The term "Registrable Securities" means the shares of voting Common Stock
     issued by the Company to the Holder pursuant to paragraph 4 of the Release
     Agreement.

(g)  The term "SEC" shall mean the Securities and Exchange Commission.

3.4  DEMAND REGISTRATION. If the Company is requested by the Subscriber to
     effect a registration under the Act, then the Company shall use its best
     efforts to effect the registration of such Registrable Securities; PROVIDED
     however, that the Company shall not be obligated to effect any registration
     under the Securities Act except in accordance with the following
     provisions:

(a)  The Company shall not be obligated to file (i) more than one registration
     statement

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     initiated pursuant to this Section 3.4 which becomes effective or which is
     rescinded by the Subscriber without reimbursement, (ii) any registration
     statement during any period in which any other registration statement
     (other than on Form S-4 or Form S-8 promulgated under the Securities Act or
     any successor forms thereto) pursuant to which shares offered by the
     Company are to be or were sold has been filed and not withdrawn or has been
     declared effective within the prior 90 days;

(b)  The Company shall not be obligated to effect any registration under this
     Section 3.4 if the Subscriber has been given the opportunity to register
     all of its Registrable Securities pursuant to Section 3 hereof;

(c)  The Company may delay the filing or effectiveness of any registration
     statement for a period not to exceed 90 days after the date of a request
     for registration pursuant to this Section 3.4 if (i) at the time of such
     request the Company is engaged, or has fixed plans to engage within 60 days
     of the time of such request, in a firm commitment underwritten public
     offering of its own shares in which the Subscriber may, to the extent such
     registration statement is in the registration process, include Registrable
     Shares pursuant to Section 3.5 or (ii) the Company shall furnish to the
     Subscriber certificate signed by the President or its General Counsel
     stating that, in the good faith judgment of the Board of Directors of the
     Company, that (A) it would be seriously detrimental to the Company and its
     shareholders for such registration statement to be filed or (B) there
     exists a material development or a potential material development with
     respect to or involving the Company that the Company would be obligated to
     disclose in the prospectus or offering circular used in connection with the
     registration statement, which disclosure would in the judgment of the
     Company be premature or otherwise inadvisable at such time, and that it is
     therefore essential to defer the filing of such registration statement.

(d)  A requested registration under this Section 3.4 may be rescinded by written
     notice to the Company by the Subscriber; PROVIDED, HOWEVER, that such
     rescinded registration shall not count as a registration statement
     initiated pursuant to this Section 3.4 above if the Subscriber shall have
     reimbursed the Company for all out-of-pocket expenses incurred by the
     Company in connection with such rescinded registration. The Company may
     select any firm of underwriters in connection with a registration under
     this Section 3.4.

3.5  COMPANY REGISTRATION. If (but without any obligation to do so) the Company
     proposes to register (including for this purpose a registration effected by
     the Company for stockholders other than the Subscriber) any shares of its
     Common Stock or other securities under the Act in connection with the
     public offering of such securities solely for cash (other than a
     registration relating solely to the sale of securities under Form S-4 or
     S-8, or a registration on any form which does not include substantially the
     same information as would be required to be included in a registration
     statement covering the sale of the Registrable Securities to the public or
     a registration in which the only common stock being registered is common
     Stock issuable upon conversion of debt securities

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     which are also being registered), the Company shall, at such time, promptly
     give the Subscriber written notice of such registration. Upon the written
     request of the Subscriber given within twenty (20) days after mailing of
     such notice by the Company, the Company shall, cause to be registered,
     together with the shares of its common stock to be registered in connection
     with the public offering of such securities under the Act, all of the
     Registrable Securities that the Subscriber beneficially owns at the time of
     the request.

3.6  OBLIGATIONS OF THE COMPANY. Whenever required hereunder to effect the
     registration of any Registrable Securities, the Company shall, as
     expeditiously as reasonably possible:

     (a)  Prepare and file with the SEC a registration statement with respect to
          such Registrable Securities and use all commercially reasonable
          efforts to cause such registration statement to become effective, and
          to keep such registration statement effective until the distribution
          contemplated by the Company of its securities registered under the
          registration statement has been completed; provided, however, in the
          case of any registration by the Company (and incidentally by the
          Subscriber) on Form S-3 which are intended to be offered on a
          continuous or delayed basis, the Company may keep such registration
          effective for so long as is necessary to sell all of the securities
          registered thereunder.

     (b)  Prepare and file with the SEC such amendments and supplements to such
          registration statement and the prospectus used in connection with such
          registration statement as may be necessary to comply with the
          provisions of the Act with respect to the disposition of all
          securities covered by such registration statement.

     (c)  Furnish to the Subscriber such numbers of copies of a prospectus,
          including a preliminary prospectus, in conformity with the
          requirements of the Act, and such other documents as they may
          reasonably request in order to facilitate the disposition of
          Registrable Securities owned by it.

     (d)  Use all commercially reasonable efforts to register and qualify the
          securities covered by such registration statement under such other
          securities or Blue Sky laws of such jurisdictions as shall be
          determined to be appropriate by the managing underwriter in such
          public offering.

     (e)  In the event of any underwritten public offering, enter into and
          perform its obligations under an underwriting agreement, in usual and
          customary form, with the managing underwriter of such offering. The
          Subscriber shall also enter into and perform its obligations under
          such an agreement, and shall have the right to negotiate the terms
          thereof in addition to any negotiation by the Company on behalf of
          itself.

     (f)  Notify the Subscriber at any time when a prospectus relating thereto
          is required to be delivered under the Act of the happening of any
          event as a result of which the

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          prospectus included in such registration statement, as then in effect,
          includes an untrue statement of a material fact or omits to state a
          material fact required to be stated therein or necessary to make the
          statements therein not misleading in the light of the circumstances
          then existing.

     (g)  Cause all such Registrable Securities registered pursuant hereunder to
          be listed or to continue to be listed on the American Stock Exchange.

     (h)  Provide a transfer agent and registrar for all Registrable Securities
          registered pursuant hereunder and a CUSIP number for all such
          Registrable Securities, in each case not later than the effective date
          of such registration.

     (i)  Use all commercially reasonable efforts to furnish to the Subscriber
          requesting registration of Registrable Securities pursuant to this
          Section 3.6, on the date that such Registrable Securities are
          delivered to the underwriters for sale in connection with a
          registration pursuant to this Section 3.6, if such securities are
          being sold through underwriters, or, if such securities are not being
          sold through underwriters, on the date that the registration statement
          with respect to such securities becomes effective, (i) an opinion,
          dated such date, of the counsel representing the Company for the
          purposes of such registration, in form and substance as is customarily
          given to underwriters in an underwritten public offering, addressed to
          the underwriters, and (ii) a letter dated such date, from the
          independent certified public accountants of the Company, in form and
          substance as is customarily given by independent certified public
          accountants to underwriters in an underwritten public offering,
          addressed to the underwriters, if any.

3.7  FURNISH INFORMATION. It shall be a condition precedent to the obligations
     of the Company to take any action pursuant to this Section 3.7 with respect
     to the Registrable Securities of the Subscriber that such Subscriber shall
     furnish to the Company such information regarding itself, the Registrable
     Securities held by it, and the intended method of disposition of such
     securities as shall be required to effect the registration of such
     Subscriber's Registrable Securities.

3.8  EXPENSES OF COMPANY REGISTRATION. The Company shall bear and pay all
     expenses incurred in connection with any registration, filing or
     qualification of Registrable Securities with respect to the registrations
     pursuant to Section 3.4 or 3.5 for the Subscriber including (without
     limitation) all registration, filing, and qualification fees, printers and
     accounting fees relating or apportionable thereto and the fees and
     disbursements of counsel for the Company in its capacity as counsel to the
     Subscriber hereunder.

3.9  DELAY OF REGISTRATION. The Subscriber shall not have any right to obtain or
     seek an injunction restraining or otherwise delaying any such registration
     as the result of any controversy that might arise with respect to the
     interpretation or implementation of this

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     Section, except in the case of bad faith or unreasonable determinations by
     the Company or the chosen underwriters.

3.10 ASSIGNMENT OF REGISTRATION RIGHTS. The rights to cause the Company to
     register Registrable Securities pursuant to this Section 3 may be assigned
     to an Affiliate, provided that: (a) the Company is, within a reasonable
     time after such transfer, furnished with written notice of the name and
     address of such transferee or assignee and the securities with respect to
     which such registration rights are being assigned; and (b) such transferee
     or assignee agrees in writing to be bound by and subject to the terms and
     conditions hereof, including without limitation the provisions of Section
     below.

3.11 DURATION OF REGISTRATION RIGHTS.

     (a)  The Subscriber shall not be entitled to exercise any registration
          rights provided for in this Statement of Registration Rights Agreement
          including, but not limited to those rights detailed in Sections 3.4
          and 3.5 of this Statement of Registration Rights, prior to six (6)
          months or after five (5) years following the execution of the
          Settlement Agreement.

     (b)  In addition, the right of the Subscriber to demand registration
          pursuant to Section 3.4 or inclusion in any registration pursuant to
          Section 3.5 shall terminate on the closing of the first
          Company-initiated registered public offering of common stock of the
          Company if all Registrable Securities held by such Holder may
          immediately be sold under Rule 144 during any 90-day period, or on
          such date after the closing of the first Company-initiated registered
          public offering of common stock of the Company as all shares of
          Registrable Securities held by such Holder may immediately be sold
          under Rule 144 during any 90-day period.

4.   GOVERNING LAW

     This Subscription Agreement shall be governed by and constituted in
accordance with the laws of the State of California.

     This the ______ day of ______________, 2001.


SUBSCRIBER INFORMATION AND SIGNATURE:


--------------------------
Tax Information Number

                                        By:
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Address                                 Its:
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<Page>

                                   ACCEPTANCE

The foregoing Subscription is hereby accepted by the Company effective as of
___________________, 2001.


                                        Chequemate International Inc.


                                        By:
                                           -----------------------------
                                           Chandos Mahon
                                           President and Chief Executive Officer



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