C-3D Digital Announces Signing of a Master Agreement to Merge With Another World, Inc.

Business Editors

ST. LOUIS--(BUSINESS WIRE)--May 2, 2001

Chequemate International, Inc. (AMEX:DDD), doing business as C-3D Digital, Inc., announced the signing of a Master Agreement to merge with Another World, Inc., a corporation established under the laws of the Republic of Korea.

Another World, Inc. is a highly successful research and technology company based in the Republic of Korea, and a leading provider of true stereoscopic 3D imaging solutions (virtual reality). Its flagship product, Another EYE2000(TM), is a second-generation LCD (liquid crystal display) shutter goggle system, providing a true comprehensive solution for multimedia and Internet experiences in stereoscopic 3D. Among the first of its kind in the world, a user can enjoy games, movies, animations and Internet in stereoscopic 3D on any PC platform. In the process, the company has developed its market leading proprietary technologies to convey the stereoscopic images effectively and economically. Another World has assembled and incorporated a variety of technologies to render true stereo 3D products from 2D in a flexible and effective way to be used with most viewing platforms available in the market today. For more information, visit www.anotherworld.to and www.vrmania.com.

The Another World Transaction Contemplated by the Master Agreement

The Master Agreement specifies that there will be two closings. In the First Closing, to be completed as soon as practical, once the Company's shareholders have approved and contingent on the due diligence as outlined in the Master Agreement, Another World will pay the Company $3,500,000 in cash to acquire newly-issued shares constituting approximately fifty-one (51%) percent interest in the Company's Common Stock. In addition, the Company will receive warrants exercisable for newly-issued shares of Common Stock in the Company.

In the Second Closing, to be completed after the First Closing as soon as practical, the Company will acquire 100% of Another World, whereby Another World will become a subsidiary of the Company. In the Second Closing, Another World will contribute all its assets, including revenues, customer base, intellectual property and technology equipment in consideration for an increased equity interest of newly-issued common voting shares in the Company. The aggregate value of the in-kind consideration paid by Another World for its increased equity interest at the Second Closing is based on an independent valuation being completed by Samil Accounting Corporation (a member firm of PriceWaterhouseCoopers). The minimum value for the Second Closing is estimated to be twenty million dollars ($20,000,000).

Dr. Philmoon Seong, Chairman of Another World stated, "We are excited by the opportunity to build a truly global stereoscopic 3D company. By combining our leading technologies with Chequemate's distribution and media channels in the U.S., we feel we can expand the scope and the depth of the combined business opportunities. We are working diligently in completing the merger process and are optimistic all outstanding issues can be resolved quickly.

Chandos Mahon, President and CEO of C-3D added, "We have worked very hard in our consolidation efforts over the last several months and this type of alliance was very strategic in our new plans. It is crucial to our continued success that we clear the way for this merger and generate the needed support from our shareholders. Another World has many of the key elements C-3D has been missing and combined with our distribution, programming talent and marketing knowledge, we will be the dominant player within the 3D arena."

Upon approval by the SEC of the Company's submitted Proxy Statement, the Board of Directors for the Company has fixed the close of business on May 10, 2001 as the record date for determining the stockholders entitled to notice of and to consent to the written action by stockholders. A Proxy Statement will be mailed to the Company's shareholders on or about May 15, 2001. The Proposals contemplated to effect the merger with Another World, Inc., as outlined in the Master Agreement, requires the written consent of a majority of the votes returned, and a satisfactory completion of the due diligence by the parties.

C-3D Digital is a diversified media distributor with holdings in cable TV, lodging entertainment, innovations in content creation, technology for 3D imagery, virtual reality entertainment for television and the Internet, and broadband services and content.

Another World, Inc. is a highly successful research and technology company based in the Republic of Korea, and a leading provider of true stereoscopic 3D imaging solutions. As the leader in the field of stereoscopic 3D, the company can provide comprehensive software and hardware solutions to be marketed on a global basis.

VisionComm, the cable operation subsidiary, the Hotel Movie Network, a private broadcast network focused on the hospitality industry, 3D.COM, its Internet subsidiary and home to the virtual reality/3D portal/e-commerce community center on the Web, and other distribution holdings that focus on the deployment of company content and resources. For more information, visit www.3d.com.

This news release includes forward-looking statements that are made pursuant to the "safe harbor" provision of the Private Securities Litigation Reform Act of 1995. While these statements are made to convey to the public the company's progress, business opportunities, and growth prospects, readers are cautioned that such forward-looking statements represent management's opinion. While management believes such representation to be true and accurate based on the information available to the company, actual results may differ materially from those described. The company's operations and business prospects are always subject to risk and uncertainties. Important factors that may cause actual results to differ are set forth in C-3D Digital's periodic filings with the U.S. Securities and Exchange Commission. All filings can be found under Chequemate International DBA C-3D Digital Inc. in the Edgar filings with the SEC.