SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                              _____________________

                                 SCHEDULE 13E-3

                    TRANSACTION STATEMENT UNDER SECTION 13(e)
        OF THE SECURITIES EXCHANGE ACT OF 1934 AND RULE 13e-3 THEREUNDER

                                 PARTSBASE, INC.
                              (Name of the Issuer)

                                 PARTSBASE, INC.
                             ROBERT A. HAMMOND, JR.
                                 HAMMOND I, INC.
                            HAMMOND ACQUISITION CORP.
                       ------------------------------------
                      (Name of Person (s) Filing Statement)

                    COMMON STOCK, PAR VALUE $0.001 PER SHARE
                    ----------------------------------------
                         (Title of Class of Securities)

                                   70214P 109
                      -------------------------------------
                      (CUSIP Number of Class of Securities)

      Robert A. Hammond, Jr.
    CEO of Hammond I, Inc. and                             Mark J. Weicher
    Hammond Acquisition Corp.                          CFO of PartsBase, Inc.
       905 Clint Moore Road                             905 Clint Moore Road
   Boca Raton, Florida 33487                         Boca Raton, Florida 33487
         (561) 953-0700                                   (561) 953-0700
--------------------------------------------------------------------------------
      (Name, Address and Telephone Numbers of Persons Authorized to Receive
       Notices and Communications on Behalf of Person(s) Filing Statement)

                                 With copies to:

      Charles J. Rennert, Esq.              |              Joel Mayersohn
  Berman Rennert Vogel & Mandler, P.A.      |            Adorno & Yoss, P.A.
       100 SE Second Street                 |          200 East Las Olas Blvd.
           Suite 3500                       |                Suite 1700
      Miami, Florida 33131                  |      Ft. Lauderdale, Florida 33301
           (305) 577-4171                   |               (954) 763-1200



This statement is filed in connection with (check the appropriate box):
a.[X] The filing of solicitation  materials or an information  statement subject
        to Regulation 14A,  Regulation 14C or Rule 13e-3(c) under the Securities
        Exchange Act of 1934.
b.[_] The filing of a registration statement under the Securities Act of 1933.
c.[_] A tender offer.
d.[_] None of the above.

Check the following  box  if the soliciting  materials or information  statement
     referred to in checking box (a) are preliminary copies: [X]

                                       i


Check the following box if the filing is a final amendment reporting the results
     of the transaction: [_]

     Transaction Valuation*            Amount of Filing Fee**
     ----------------------            ----------------------
           $7,082,946                          $1,417

---------------
     * Based upon (a) the product of  5,012,302  shares of common  stock and the
       merger  consideration  of $1.41 per  share,  or  $7,067,346,  and (b) the
       product of of the options to purchase  20,000  shares of common stock and
       the merger consideration of $1.41 per share, less the applicable exercise
       price per share, or $15,600.
     **The  filing  fee,  calculated  in  accordance  with Rule  0-11(b)  of the
       Securities  Exchange  Act of 1934,  equals 1/50 of 1% of the  transaction
       valuation.

   [X] Check the box if any part of the fee is offset as  provided by Exchange
       Act Rule 0-11(a) (2) and  identify  the filing with which the  offsetting
       fee was previously  paid.  Identify the previous  filing by  registration
       statement number, or the Form or Schedule and the date of its filing.

         Amount Previously Paid:    $1,417
         Form or Registration No.:  Schedule 14A
         Filing Party:              PartsBase, Inc.
         Date Filed:                November 7, 2002


     Neither the  Securities and Exchange  Commission  nor any state  securities
commission  has: (i) approved or  disapproved  of the  acquisition of PartsBase,
Inc.  by  Hammond  I,  Inc.;  (ii)  passed  on the  merits  or  fairness  of the
acquisition  or (iii) passed upon the adequacy or accuracy of the  disclosure in
this document. Any representation to the contrary is a criminal offense.


                                       ii


                       SECTION 13E-3 TRANSACTION STATEMENT

                                  INTRODUCTION

     This Rule 13e-3 transaction statement on Schedule 13E-3 is being filed with
the Securities and Exchange Commission (the "Commission") by PartsBase,  Inc., a
Delaware corporation ("PRTS"),  Hammond I, Inc., a Florida corporation ("Hammond
I"),  Robert  A.  Hammond,  Jr.,  and  Hammond  Acquisition  Corp.,  a  Delaware
corporation  ("HAC").  Each of PRTS, Hammond I, HAC and Mr. Hammond are referred
to individually, as a "Filing Person" and collectively, as the "Filing Persons."
Hammond I, HAC, Mr. Hammond, R. Hammond, L.P. and any other person that directly
or indirectly,  through one or more intermediaries,  controls, is controlled by,
or is under common control with, Hammond I, HAC, or Mr. Hammond,  is referred to
as the "Acquisition Group".

     Pursuant  to an  Agreement  and Plan of Merger  dated as of August 26, 2002
(the "Merger Agreement"), by and among Mr. Hammond, Hammond I, HAC and PRTS, HAC
will merge into PRTS (the "Merger"). As a result of the Merger, each outstanding
share of PRTS common  stock,  par value $0.001 per share,  will be cancelled and
converted  into the right to receive $1.41 in cash,  other than any  outstanding
shares of common stock held by stockholders  who perfect their appraisal  rights
under Delaware law or any outstanding  shares of common stock beneficially owned
by a Filing Person or the Acquisition  Group.  After the Merger,  PRTS will be a
privately  held  corporation,  100% of which will be  beneficially  owned by Mr.
Hammond.

     Concurrently  with the  filing  of this  Schedule  13E-3,  PRTS is filing a
preliminary proxy statement (the "Proxy  Statement")  pursuant to Section 14A of
the Securities  Exchange Act of 1934, as amended (the "Exchange Act"),  pursuant
to which the PRTS board of  directors  is  soliciting  proxies  from  holders of
outstanding  shares of Common  Stock in  connection  with the Merger.  The cross
reference  sheet below is being  supplied  pursuant to General  Instruction F to
Schedule 13E-3 and shows the location in the Proxy  Statement of the information
required to be included in  response to the Items of this  Schedule  13E-3.  The
information set forth in the Proxy Statement  including all appendices  thereto,
is hereby  incorporated  herein by reference  and the  responses to each Item in
this Schedule 13E-3 are qualified in their entirety by the information contained
in the Proxy Statement and the appendices thereto.


ITEM 1. SUMMARY TERM SHEET.
REGULATION M-A ITEM 1001

     The  information  set forth in the  Proxy  Statement  under  the  following
captions is incorporated herein by reference:

          SUMMARY TERM SHEET
          QUESTIONS AND ANSWERS ABOUT THE MERGER


ITEM 2. SUBJECT COMPANY INFORMATION.
REGULATION M-A ITEM 1002

      (a) Name  and  Address  of the  Subject  Company.  PRTS  is the  subject
          company.  The  information  set forth in the Proxy Statement under the
          caption  "THE  PARTIES  TO  THE  MERGER"  is  incorporated  herein  by
          reference.

                                       1


      (b) Securities. The information set forth in the Proxy Statement under the
          following captions is incorporated herein by reference:

          THE SPECIAL  MEETING - RECORD  Date, Outstanding Voting Securities and
                                   Voting Rights
          THE SPECIAL MEETING - Required Votes
          MARKETS AND MARKET PRICE
          SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

      (c) Trading  Market  and  Price.  The  information  set forth in the Proxy
          Statement under the caption "MARKETS AND MARKET PRICE" is incorporated
          herein by reference.

      (d) Dividends.  The information set forth in the Proxy Statement under the
          caption   "MARKETS  AND  MARKET  PRICE"  is  incorporated   herein  by
          reference.

      (e) Prior Public Offerings.  On March 22, 2000, PRTS completed its Initial
          Public  Offering  ("IPO"),  whereby  it sold  3,500,000  shares of its
          common stock at an offering price of $13.00 per share. Proceeds before
          expenses  to  PRTS  amounted  to  $42,315,000.  As  part  of the  IPO,
          Convertible  Notes  Payable of PRTS  aggregating  $962,500 and 855,000
          outstanding  shares of preferred  stock were  converted to 481,250 and
          855,000 shares, respectively, of common stock.

      (f) Prior  Stock  Purchases.  The  information  set  forth  in  the  Proxy
          Statement under the caption  "SPECIAL  FACTORS-Certain  Effects of the
          Merger" is incorporated herein by reference.


ITEM 3.       IDENTITY AND BACKGROUND OF FILING PERSON.
REGULATION M-A ITEM 1003

      (a)-(c) Name and Address of Filing  Persons;  Business and  Background  of
          Entities and Natural  Persons.  The information set forth in the Proxy
          Statement  under the  following  captions  is  incorporated  herein by
          reference:

          THE PARTIES TO THE MERGER
          SPECIAL FACTORS - Interests of Certain Persons in the Merger
          SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     Directors and Executive  Officers of PRTS. Set forth in the table below are
the name,  address,  present  principal  occupation or  employment,  name of any
corporation  or other  organization  in which such  occupation  or employment is
conducted,  and the five year  employment  history of each of the  directors and
executive  officers of PRTS.  Each person  identified  below is a United  States
citizen.  Unless  indicated  otherwise,  each  person's  principal  address  and
telephone  number are 905 Clint Moore Road,  Boca Raton,  Florida  33487,  (561)
953-0700.

                            Present Principal Occupation or Employment and
Name                        Material Positions Held During the Past Five Years
---------------------       ----------------------------------------------------
Robert A. Hammond, Jr.      Mr.  Hammond  has served as PRTS'  President,  Chief
                            Executive Officer, Chairman, Secretary and Treasurer
                            since PRTS'  incorporation  in April 1999.  In April
                            1996,  Mr.  Hammond  founded PRTS'  predecessor as a
                            division of Aviation  Laboratories,  Inc., a company
                            for which he also served as Chief Executive  Officer
                            from its inception in August 1985.  From August 1985


                                       2


                            until June 1999, Mr. Hammond was the Chief Executive
                            Officer and Chairman of Great Pines Water Company, a
                            publicly  traded bottled water company that was sold
                            to Suntory  Bottled  Water  Group in June 1999.  Mr.
                            Hammond  is the  Chairman  of the  Board  and  Chief
                            Executive  Officer of Hammond I, Inc.,  and  Hammond
                            Acquisition  Corp.,  positions he has held since the
                            formation of the corporations in May 2002.

Mark J. Weicher             Mr.  Weicher  has  served as PRTS'  Chief  Financial
                            Officer  since  August 2001 and joined PRTS in March
                            2001. From September 2000 through February 2001, Mr.
                            Weicher   served   as   an   independent    business
                            consultant.  From February 1999 through August 2000,
                            Mr.  Weicher  served as Chief  Financial  Officer of
                            Site2shop.com, Inc., a multimedia company engaged in
                            marketing    various   consumer   products   through
                            self-produced   television  programs,  print  media,
                            internet and television programs. Mr. Weicher served
                            as  Chief  Financial   Officer  of  Computer  Access
                            International,   Inc.,  a  refurbisher  of  computer
                            equipment,  from January 1997 through  January 1999.
                            Mr.  Weicher is a Certified  Public  Accountant  and
                            received his Bachelor of Science in accounting  from
                            Brooklyn College.

Brian Tolley                Mr. Tolley joined PRTS as Chief Information  Officer
                            in September 2000. Prior to joining PRTS, Mr. Tolley
                            served as the Vice President of Advanced  Technology
                            for  Precision  Response   Corporation,   a  company
                            engaged in providing  telephone  and internet  based
                            customer  service  and  marketing   services  on  an
                            outsourced basis to large corporations. Prior to his
                            tenure  with  Precision  Response  Corporation,  Mr.
                            Tolley   served   as  the   Director   of   Software
                            Development for Mortgage Banking System, Inc.

     Directors  and  Executive  Officers of Hammond I and HAC.  Set forth in the
table below are the name, address,  present principal  occupation or employment,
name of any  corporation  or other  organization  in which  such  occupation  or
employment  is  conducted,  and the five  year  employment  history  of the sole
director  and  executive  officer of Hammond I and HAC.  Such person  identified
below is a United States citizen, and his principal address and telephone number
are 905 Clint Moore Road, Boca Raton, Florida 33487, (561) 953-0700.

                            Present Principal Occupation or Employment and
Name                        Material Positions Held During the Past Five Years
---------------------       ----------------------------------------------------
Robert A. Hammond, Jr.      Chairman  of  the  Board  of  Directors   and  Chief
                            Executive Officer. See description under PRTS above.


     None of the persons  specified in Item  1003(b)-(c)  of Regulation M-A have
been convicted in a criminal  proceeding  during the past five years  (excluding
traffic violations or similar  misdemeanors).  Unless otherwise disclosed in the
Proxy Statement, no person specified in Item 1003(b)-(c) of Regulation M-A was a
party to any judicial or  administrative  proceeding  during the past five years
(except for matters that were dismissed  without  sanction or  settlement)  that
resulted in a judgment,  decree or final order  enjoining the person from future


                                       3


violations of, or prohibiting activities subject to, federal or state securities
laws, or a finding of any violation of federal or state securities laws.


ITEM 4. TERMS OF THE TRANSACTION.
REGULATION M-A ITEM 1004

      (a) Material Terms.

          (1) Tender Offers. Not Applicable.

          (2)Mergers or Similar  Transactions.  The information set forth in the
             Proxy Statement under the following captions is incorporated herein
             by reference:

               SUMMARY TERM SHEET
               QUESTIONS AND ANSWERS ABOUT THE MERGER
               SUMMARY
               THE SPECIAL MEETING
               SPECIAL FACTORS
               THE MERGER AGREEMENT
               Appendix A - The Agreement and Plan of Merger, dated as of August
               26,  2002,  by and  between  PartsBase,  Inc.,  Hammond  I, Inc.,
               Hammond Acquisition Corp. and Robert A. Hammond, Jr.

      (a) Purchases. Not Applicable.

      (b) Different  Terms.  The  information  set forth in the Proxy  Statement
          under the following captions is incorporated herein by reference:

          SUMMARY TERM SHEET
          QUESTIONS AND ANSWERS ABOUT THE MERGER
          SUMMARY
          SPECIAL FACTORS - Certain Effects of the Merger
          SPECIAL FACTORS - Interests of Certain Persons in the Merger
          SPECIAL FACTORS - Financing of the Merger
          SPECIAL FACTORS - Fees and Expenses of the Merger;
          THE MERGER AGREEMENT - Conversion of Securities

      (c) Appraisal  Rights.  The  information  set forth in the Proxy Statement
          under the following captions is incorporated herein by reference:

          SUMMARY TERM SHEET
          QUESTIONS AND ANSWERS ABOUT THE MERGER
          SUMMARY - Appraisal Rights
          THE SPECIAL MEETING
          SPECIAL FACTORS - Appraisal Rights

                                       4


      (d) Provisions For Unaffiliated  Security Holders. The Filing Persons have
          made no  provisions  in  connection  with  this  transaction  to grant
          unaffiliated  security  holders  access to the corporate  files of the
          Filing  Persons,  or to obtain  counsel or  appraisal  services at the
          expense of the Filing Persons.

      (e) Eligibility  for Listing or Trading.  The information set forth in the
          Proxy Statement under the following captions is incorporated herein by
          reference:


ITEM 5.       PAST CONTRACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS
REGULATION M-A ITEM 1005

      (a) Transactions.  The  information set forth in the Proxy Statement under
          the following captions is incorporated herein by reference:

          SPECIAL FACTORS - Background of the Merger
          SPECIAL FACTORS - Interests of Certain Persons in the Merger

      (b) Significant  Corporate Events.  The information set forth in the Proxy
          Statement  under the  following  captions  is  incorporated  herein by
          reference:

          SUMMARY TERM SHEET
          SUMMARY - Interests of Certain Persons in the Merger
          SPECIAL FACTORS - Background of the Merger
          SPECIAL FACTORS - Interests of Certain Persons in the Merger

      (c) Negotiations  or  Contacts.  The  information  set  forth in the Proxy
          Statement under the caption "SPECIAL FACTORS-Background of the Merger"
          is incorporated herein by reference.

      (d) Conflicts  of  Interest.  The  information  set  forth  in  the  Proxy
          Statement  under the  following  captions  is  incorporated  herein by
          reference:

          SUMMARY TERM SHEET
          SUMMARY - Interests of Certain Persons in the Merger
          THE PARTIES TO THE MERGER
          SPECIAL FACTORS - Background of the Merger
          SPECIAL FACTORS - Interests of Certain Persons in the Merger

      (e) Agreements Involving The Subject Company's Securities. Not applicable.


ITEM 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS
REGULATION M-A ITEM 1006

      (a) Purposes.  The  information set forth in the Proxy Statement under the
          following captions is incorporated herein by reference:

          SPECIAL MEETING
          SPECIAL FACTORS - Purpose and Structure of the Merger
          THE MERGER AGREEMENT - Generally

                                       5


      (b) Use of Securities  Acquired.  The  information  set forth in the Proxy
          Statement  under the  following  captions  is  incorporated  herein by
          reference:

          SUMMARY TERM SHEET
          QUESTIONS AND ANSWERS ABOUT THE MERGER
          SUMMARY
          THE SPECIAL MEETING - Matters to be Considered at the Special Meeting
          SPECIAL FACTORS - Certain Effects of the Merger
          THE MERGER AGREEMENT

      (c) (1)-(8) Plans.  The information set forth in the Proxy Statement under
          the following captions is incorporated herein by reference:

          SUMMARY TERM SHEET
          QUESTIONS AND ANSWERS ABOUT THE MERGER
          SUMMARY
          SPECIAL FACTORS - Background of the Merger
          SPECIAL FACTORS - Certain Effects of the Merger
          SPECIAL FACTORS - Interests of Certain Persons in the Merger
          THE MERGER AGREEMENT


ITEM 7. PURPOSES, ALTERNATIVES, REASONS AND EFFECTS.
REGULATION M-A ITEM 1013

      (a) Purposes.  The  information set forth in the Proxy Statement under the
          following captions is incorporated herein by reference:

          SPECIAL FACTORS - Background of the Merger
          SPECIAL FACTORS - Recommendation of the Board of Directors; Fairness
                              of the Merger
          SPECIAL FACTORS - Purpose and Structure of the Merger

      (b) Alternatives.  The  information set forth in the Proxy Statement under
          the following captions is incorporated herein by reference:

          SPECIAL FACTORS - Background of the Merger
          SPECIAL FACTORS - Recommendation of the Board of Directors; Fairness
                              of the Merger
          SPECIAL FACTORS - Purpose and Structure of the Merger

                                       6


      (c) Reasons.  The  information  set forth in the Proxy Statement under the
          following captions is incorporated herein by reference:

          QUESTIONS AND ANSWERS ABOUT THE MERGER
          SUMMARY
          SPECIAL FACTORS - Background of the Merger
          SPECIAL FACTORS - Recommendation of the Board of Directors; Fairness
                              of the Merger
          SPECIAL FACTORS - Purpose and Structure of the Merger
          SPECIAL FACTORS - Opinion of Special Committee's Financial Advisor

      (d) Effects.  The  information  set forth in the Proxy Statement under the
          following captions is incorporated herein by reference:

          SUMMARY TERM SHEET
          QUESTIONS AND ANSWERS ABOUT THE MERGER
          SUMMARY
          SPECIAL FACTORS - Recommendation of the Board of Directors; Fairness
                              of the Merger
          SPECIAL FACTORS - Certain Effects of the Merger
          SPECIAL FACTORS - Interests of Certain Persons in the Merger
          SPECIAL FACTORS - Material U.S. Federal Income Tax Consequences


ITEM 8. FAIRNESS OF THE TRANSACTION.
REGULATION M-A ITEM 1014

     Each of the filing  persons  believes  that the  merger  ant its terms,  as
proposed,  are fair to the  stockholders  of PRTS  (other  than the  Acquisition
Group).

      (a) Fairness.  The  information set forth in the Proxy Statement under the
          following captions is incorporated herein by reference:

          SUMMARY TERM SHEET
          QUESTIONS AND ANSWERS ABOUT THE MERGER
          SUMMARY
          SPECIAL FACTORS - Background of the Merger
          SPECIAL FACTORS - Recommendation of the Board of Directors; Fairness
                              of the Merger
          SPECIAL FACTORS - Purpose and Structure of the Merger
          SPECIAL FACTORS - Opinion of Special Committee's Financial Advisor
          Appendix B - Opinion and Consent of vFinance Investments, Inc.

      (b) Factors Considered in Determining Fairness.  The information set forth
          in the Proxy  Statement  under the following  captions is incorporated
          herein by reference:

          SPECIAL FACTORS - Recommendation of the Board of Directors; Fairness
                              of the Merger
          SPECIAL FACTORS - Interests of Certain Persons in the Merger
          SPECIAL FACTORS - Purpose and Structure of the Merger
          SPECIAL FACTORS - Opinion of Special Committee's Financial Advisor
          Appendix B - Opinion and Consent of vFinance Investments, Inc.

                                       7


      (c) Approval of Security  Holders.  The information set forth in the Proxy
          Statement  under the  following  captions  is  incorporated  herein by
          reference:

          SUMMARY TERM SHEET
          QUESTIONS AND ANSWERS ABOUT THE MERGER
          SUMMARY - The Special Meeting
          THE SPECIAL MEETING - Record Date, Outstanding  Voting Securities and
                                  Voting Rights
          THE SPECIAL MEETING - Required Votes
          THE MERGER AGREEMENT - Conditions
          THE MERGER AGREEMENT - Termination of the Merger Agreement

     The  transaction  is not structured so that approval of at least a majority
     of unaffiliated  security holders is required.  Rather,  the transaction is
     structured to require: (i) the approval by the affirmative vote of at least
     a majority of the outstanding  shares of PRTS common stock, and (ii) that a
     majority  of  unaffiliated   security  holders  do  not  vote  against  the
     transaction.

      (d) Unaffiliated  Representative.  The  information set forth in the Proxy
          Statement  under the  following  captions  is  incorporated  herein by
          reference:

          SUMMARY - Opinion of Financial Advisor to Special Committee
          SPECIAL FACTORS - Background of the Merger
          SPECIAL FACTORS - Recommendation of the Board of Directors; Fairness
                              of the Merger
          SPECIAL FACTORS - Opinion of Special Committee's Financial Advisor
          Appendix B - Opinion and Consent of vFinance Investments, Inc.

      (e) Approval  of  Directors.  The  information  set  forth  in  the  Proxy
          Statement  under the  following  captions  is  incorporated  herein by
          reference:

          SPECIAL FACTORS - Background of the Merger
          SPECIAL FACTORS - Recommendation of the Board of Directors; Fairness
                              of the Merger

      (f) Other Offers.  The  information set forth in the Proxy Statement under
          the following captions is incorporated herein by reference:

          SPECIAL FACTORS - Background of the Merger
          SPECIAL FACTORS - Recommendation of the Board of Directors; Fairness
                              of the Merger


ITEM 9. REPORTS, OPINIONS, APPRAISALS AND NEGOTIATIONS.
REGULATION M-1 ITEM 1015

      (a) Report,  Opinion or Appraisal.  The information set forth in the Proxy
          Statement  under the  following  captions  is  incorporated  herein by
          reference:

          SUMMARY - Opinion of Financial Advisor to Special Committee
          SPECIAL FACTORS - Background of the Merger
          SPECIAL FACTORS - Recommendation of the Board of Directors; Fairness
                              of the Merger
          SPECIAL FACTORS - Opinion of Special Committee's Financial Advisor
          Appendix B - Opinion and Consent of vFinance Investments, Inc.
          Exhibit(c)(2) - Report of vFinance Investments, Inc.  dated August 26,
                           2002, prepared by vFinance Investments, Inc. included
                           herein.
          Exhibit(c)(3) - Report of  vFinance Investments, Inc.  dated August 2,
                           2002, Regarding Portal Value   prepared  by  vFinance
                           Investments,  Inc. included herein.

                                       8


      (b) Preparer  and  Summary  of  the  Report,  Opinion  or  Appraisal.  The
          information  set forth in the  Proxy  Statement  under  the  following
          captions is incorporated herein by reference:

          SUMMARY - Opinion of Financial Advisor to Special Committee
          SPECIAL FACTORS - Background of the Merger
          SPECIAL FACTORS - Recommendation of the Board of Directors; Fairness
                              of the Merger
          SPECIAL FACTORS - Opinion of Special Committee's Financial Advisor
          Appendix B - Opinion and Consent of vFinance Investments, Inc.
          Exhibit(c)(2) - Report of vFinance Investments, Inc.  dated August 26,
                           2002, prepared by vFinance Investments, Inc. included
                           herein.
          Exhibit(c)(3) - Report of  vFinance Investments, Inc.  dated August 2,
                           2002, Regarding Portal Value   prepared  by  vFinance
                           Investments,  Inc. included herein.

      (c) Availability  of  Documents.  The  information  set forth in the Proxy
          Statement  under  the  caption  "WHERE   STOCKHOLDERS  CAN  FIND  MORE
          INFORMATION" is incorporated herein by reference.


ITEM 10. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
REGULATION M-1 ITEM 1007

      (a) - (d)  Source of Funds;  Conditions;  Expenses;  Borrowed  Funds.  The
          information  set forth in the  Proxy  Statement  under  the  following
          captions is incorporated herein by reference:

          SUMMARY TERM SHEET
          QUESTIONS AND ANSWERS ABOUT THE MERGER
          SUMMARY - Financing of the Merger
          THE SPECIAL MEETING - Expenses of Proxy Solicitation
          SPECIAL FACTORS - Certain Effects of the Merger
          SPECIAL FACTORS - Interests of Certain Persons in the Merger
          SPECIAL FACTORS - Financing of the Merger
          SPECIAL FACTORS - Fees and Expenses of the Merger

     Except  as set  forth in the  Proxy  Statement,  there  are no  alternative
financing arrangements or alternative financing plans.


ITEM 11. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
REGULATION M-1 ITEM 1008

      (a) Securities Ownership. The information set forth in the Proxy Statement
          under the caption "SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
          MANAGEMENT" is incorporated herein by reference.

      (a) Securities  Transactions.  The  information  set  forth  in the  Proxy
          Statement under the caption  "COMMON STOCK  PURCHASES" is incorporated
          herein by reference.


ITEM 12. THE SOLICITATION OR RECOMMENDATION.
REGULATION M-A ITEM 1012

                                       9


      (a) Intent  To  Tender  Or  Vote  In  A  Going-Private  Transaction.   The
          information  set forth in the  Proxy  Statement  under  the  following
          captions is incorporated herein by reference.

          QUESTIONS AND ANSWERS ABOUT THE MERGER
          SUMMARY - The Special Meeting
          THE SPECIAL  MEETING - Record  Date, Outstanding Voting Securities and
                                   Voting Rights
          THE SPECIAL MEETING - Required Votes
          SPECIAL FACTORS - Interests of Certain Persons in the Merger
          SPECIAL FACTORS - Recommendation of the Board of Directors; Fairness
                              of the Merger

      (b) Recommendation  of  Others.  The  information  set  forth in the Proxy
          Statement  under the  following  captions  is  incorporated  herein by
          reference.

          QUESTIONS AND ANSWERS ABOUT THE MERGER
          SUMMARY - The Merger
          SPECIAL FACTORS - Recommendation of the Board of Directors; Fairness
                              of the Merger


ITEM 13. FINANCIAL STATEMENTS.
REGULATION M-A ITEM 1010

      (a) Financial  Information.  The information contained in the Consolidated
          Financial  Statements included in PRTS' Annual Report on Form 10-K for
          the fiscal year ended  December 31, 2001 and its  Quarterly  Report on
          Form 10-Q for the quarterly period ended June 30, 2002 is incorporated
          herein by reference.  The information set forth in the Proxy Statement
          under the following captions is incorporated herein by reference.

          SELECTED FINANCIAL INFORMATION
          WHERE YOU CAN FIND MORE INFORMATION
          APPENDIX D -Annual Report on Form 10-K for the Year Ended December 31,
                      2001
          APPENDIX E -Quarterly  Report on  Form 10-Q for  the Quarterly  Period
                      Ended June 30, 2002

      (b) Pro Forma Information. Not applicable.


ITEM 14. PERSONS/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED.
REGULATION M-A ITEM 1009

      (a) -  (b)  Solicitations  or  Recommendations;  Employees  and  Corporate
          Assets.  The  information  set forth in the Proxy  Statement under the
          following captions is incorporated herein by reference:

          THE SPECIAL MEETING - Expenses of Proxy Solicitation
          SPECIAL FACTORS - Background of the Merger
          SPECIAL FACTORS - Recommendation of the Board of Directors; Fairness
                              of the Merger
          SPECIAL FACTORS - Opinion of Special Committee's Financial Advisor
          SPECIAL FACTORS - Interests of Certain Persons in the Merger
          Appendix B - Opinion and Consent of vFinance Investments, Inc.

ITEM 15. ADDITIONAL INFORMATION.
REGULATION M-A ITEM 1011

                                       10


      (a) Other  Material  Information.  The  entirety  of the Proxy  Statement,
          including all Appendices thereto, is incorporated herein by reference.


ITEM 16.      EXHIBITS.
REGULATION M-A ITEM 1016

Exhibit No.       Description
-----------       --------------------------------------------------------------
(a)(1)            Preliminary  Proxy  Statement  filed  with the  Securities and
                  Exchange  Commission on November 7, 2002 (incorporated  herein
                  by reference to the Proxy Statement).

(a)(2)            Form of Proxy  Card, filed  with  the Securities  and Exchange
                  Commission along with the Proxy Statement (incorporated herein
                  by reference to the Proxy Statement).

(a)(3)            Letter to Stockholders, filed with the Securities and Exchange
                  Commission along with the Proxy Statement (incorporated herein
                  by reference to the Proxy Statement).

(a)(4)            Notice  of  Special  Meeting of  Stockholders, filed with  the
                  Securities  and  Exchange  Commission  along  with  the  Proxy
                  Statement (incorporated  herein  by  reference  to  the  Proxy
                  Statement).

(a)(5)            Press  Release dated  August 26, 2002 (incorporated herein  by
                  reference to  Exhibit 99.1 of the  Current Report on  Form 8-K
                  filed   by  PartsBase,  Inc.  on  August 29, 2002,  File  No.
                  000-29727).

(c)(1)            Opinion and Consent of vFinance Investments, Inc. dated August
                  26, 2002 (incorporated  herein by  reference to  Appendix B to
                  the Proxy Statement).

(c)(2)            Report  of  vFinance Investments, Inc., dated August 26, 2002,
                  prepared by vFinance Investments, Inc. included herein.

(c)(3)            Report of   vFinance Investments, Inc., dated August 2,  2002,
                  Regarding Portal Value   prepared  by  vFinance   Investments,
                  Inc. included herein.

(d)               Agreement  and  Plan  of Merger dated as of August 26, 2002 by
                  and   between   PartsBase,  Inc.,   Hammond I,  Inc.,  Hammond
                  Acquisition  Corp.  and  Robert A.  Hammond, Jr. (incorporated
                  herein by reference to Appendix A to the Proxy Statement).

(f)               Section   262  of   the  Delaware   General  Corporation  Law
                  (incorporated herein by  reference to Appendix C to the Proxy
                  Statement).


                                       11



                                    SIGNATURE

     After due inquiry and to the best of their  knowledge  and belief,  each of
the undersigned does certify that the information set forth in this statement is
true, complete and correct.

Dated: November 7, 2002

                                             PARTSBASE, INC.


                                    By:      /s/Mark J. Weicher
                                             ------------------
                                    Name:     Mark J. Weicher
                                    Title:   Chief Financial Officer



                                             HAMMOND I, INC.


                                    By:      /s/Robert A. Hammond, Jr.
                                             -------------------------
                                    Name:    Robert A. Hammond, Jr.
                                    Title:   Chief Executive Officer


                                             HAMMOND ACQUISITION CORP.


                                    By:      Robert A. Hammond, Jr.
                                             ----------------------
                                    Name:    Robert A. Hammond, Jr.
                                    Title:   Chief Executive Officer



                                             Robert A. Hammond, Jr.
                                             ----------------------
                                             Robert A. Hammond, Jr.



                                       12



 Report of vFinance Investment, Inc. dated August 26, 2002 Prepared by vFinance
                               Investments, Inc.

                                Exhibit (c) (2)


vFinance, Investments, Inc.


  Report to the Special Committee of the Board of directors of PARTSBASE, INC.


                                                             August 26, 2002


     On April 10th, 2002, Robert Hammond, the Chief Executive Officer, President
and Chairman of Partbase,  Inc.  (NASDAQ SC:  PRTS)  proposed a "going  private"
transaction  where he or a  related  entity  would pay $1.02 per share for those
shares  of  common  stock  that he did  not  already  own.  The  Offer  was at a
significant  premium to the then market  price of $0.72 per share.  Mr.  Hammond
owns 9,150,000 of the  13,977,920  shares  outstanding,  for  approximately  65%
ownership.  The  Company's  Board  of  Director's  then  constituted  a  Special
Committee  of  Directors,  Pierre  Narath,  Thomas Van Hare and Ed  McCartin  to
consider the offer presented for the proposed  transaction.  Shortly thereafter,
the Company  retained  the  services of vFinance  Investments,  Inc. to help the
Special Committee  evaluate the Fairness of the offer to shareholders and render
an opinion to the Board of Directors.

     To that end,  Employees of vFinance  visited the Company to perform on-site
due  diligence,  met with CEO and Chairman  Robert Hammond and CFO Mark Weicher,
and also meet with a second  bidder who  emerged  and made an offer of $1.22 per
share, AirOperations.com.  The vFinance team spent a considerable amount of time
speaking  with Mark  Weicher,  rounding up  information  for due  diligence  and
analysis purposes.  The vFinance team then went about the task of performing its
analysis to determine an  appropriate  value for the Company.  The first task at
hand was to define those other  companies that might be considered  "comparable"
to  Partsbase.  In reality,  PRTS is  somewhat  unique in the manner in which it
operates,  enabling  e-commerce  for the aviation  industry,  allowing  vendors,
manufacturers  and  end-users  to post,  sell and  trade  parts for all kinds of
aircraft at a special portal. The model is  subscription-based,  with buyers and
sellers  paying a fee for the  right  to post on the  website,  and the  Company
receives a small piece of each transaction as well.

     As  mentioned,  this  model  differs  in that no parts are ever  taken into
inventory,  so the  company  cannot be  compared  with  traditional  vendors  of
aircraft  parts.  We then  decided  that a  comparable  analysis  should look at
companies  that  attempt  to  facilitate  e-commerce  within  specific  industry
segments,  or are online databases that can be searched and data mined. Attached
is  Exhibit A, which is a listing  of those  companies  that fit the  parameters
defined above. The Companies cut across many different industry  segments,  vary
in size in terms of market capitalization and revenues. Some demographics of our
selected sample are in order.

                                       1


Exhibit A

Autobytel,  Inc. is an Internet automotive  marketing services company dedicated
to  helping  retailers  sell  cars  and   manufacturers   build  brands  through
hyper-efficient  marketing and CRM (customer relationship  management) tools and
programs.  Autobytel,  Inc. owns and operates four (4) websites;  Autobytel.com,
Autoweb.com,   Carsmart.com,   and  AutoSite.com.   The  Company  also  provides
automotive marketing data and technology through its AIC (Automotive Information
Center) division.

CareScience,  Inc. is a provider of online care management services and clinical
information technology to the healthcare industry. Its products collect,  share,
store and analyze  clinical data  generated by more than 100 health  information
systems.  The Company provides consulting services to healthcare  providers that
support strategic planning and clinical  operations,  with a special emphasis on
mentoring  physicians  and other clinical  leaders in operational  and executive
roles. For the pharmaceutical and biotechnology industries, the Company provides
tools  and  services  that  shorten  the  drug  development  cycle  and  improve
development yield.

Claimsnet.com,  Inc. is an  electronic  commerce  company  engaged in healthcare
transaction  processing  for the medical and dental  industries  by means of the
Internet.  The Company's  proprietary  software allows  healthcare  providers to
prepare  healthcare  claims  interactively  on the Internet  and  electronically
transmits the claims to the Company for processing. The Company's HealthExchange
is a set of Internet-based  healthcare applications designed to provide all four
core health network constituents:  self-insured employers, health plans, doctors
and employee/members (consumers) with highly customized administrative services,
health and disease management tools, and e-commerce opportunities. The Company's
Website is structured into three sections;  Public Internet, Client Extranet and
Private Intranet.

DagMedia, Inc. publishes and distributes yellow page directories in print and on
the Web,  both in  mainstream  yellow page  industry  as well as targeted  niche
markets  in the New York  Metropolitan  Area.  The  Company  sells  yellow  page
advertisements  as  part  of  an  overall  media  package  that  includes  print
advertising,  online  advertising  and other  value added  services  such as its
referral service and consumer  discount club.The Company operates three Internet
portals:  a mainstream  general  portal,  Newyellow.com,  targeting  the general
population;   Jewishyellow.com,   targeting  worldwide  Jewish  communities  and
JewishMasterguide.com, targeting the ultra-orthodox Hasidic communities.

FreeMarkets,  Inc. creates  business-to-business  online auctions  (Markets) and
provides  software  and  services to help buyers  purchase or source  industrial
parts, raw materials, commodities and services. The Company's sourcing solutions
combine Web-based technology,  market operations,  supply market information and
commodity  expertise so that its customers can identify  savings and enhance the
efficiency of the process by which they source goods and services. The Company's
portfolio  of  sourcing  solutions  includes  the  FullSource  offering  and the
QuickSource software application.  FreeMarkets'  FullSource offering enables its
customers to access its Web-based technology,  market operations,  supply market
information, commodity expertise and sourcing services, and QuickSource software
gives customers access to its Web-enabled  technology in order to create and run
online markets on their own.

Neoforma,  Inc. , formerly  Neoforma.com,  Inc.,  is a  healthcare  supply chain
solutions company.  Neoforma offers two broad groups of Internet-based  products
and services to address the  significant  challenges  of the  healthcare  supply
chain:  Marketplace  Applications  and  Trading  Partner  Services.  Marketplace
Applications are the Internet-based  software products that the Company provides
to its  healthcare  trading  partners.  These  applications  consist  of  Access
Manager, Requisition Manager, Order Manager, Report Manager, Catalog Manager and
NeoConnect.   Through  its  Trading   Partner   Services,   the  Company  offers
comprehensive  e-commerce  solutions  for  hospitals  by  delivering  robust and
economical  technology and a variety of advisory and specialty  services to help
healthcare  organizations  accelerate  their  readiness to adopt  e-commerce and
increase  the  effectiveness  and  results of  e-commerce  initiatives.  Trading
Partner  Services  include Item Data Readiness,  Custom  Connectivity  and Staff
Augmentation.

PurchasePro.com,  Inc. is a provider of Internet business-to-business e-commerce
products and services.  The Company's  products and services enable customers to
establish and operate online marketplaces utilizing its "powered by PurchasePro"
brand, which enables businesses of all sizes to easily buy and sell products and
services,  enhancing sales  opportunities  and reducing  procurement  costs. The
Company's marketplace solutions respond to common corporate transactional needs,
including e-Procurement for corporate procurement,  v-Distributor for online and
off-line  distributors  and  e-MarketMaker  for Internet  market  makers.  As of
December 31, 2000, the Company's global marketplace was comprised of hundreds of
marketplaces  and more  than  140,000  businesses  in more  than  100  different
vertical industries.

                                       2


SourcingLink.net, Inc. provides comprehensive merchandise sourcing solutions for
the retail  industry.  The Company's  Internet-based,  hosted  solutions for the
pre-order phase of business-to-business merchandise procurement enable retailers
to organize,  automate and  significantly  reduce the cost of their  merchandise
sourcing  activities  by  searching  for and  connecting  directly  with  retail
merchandise suppliers around the globe. The Company's  MySourcingCenter solution
provides  an online  location  for search and display  functions,  and links and
manages the data and communications between retailers and merchandise suppliers,
organizing  and  automating  sourcing,  or  pre-order  merchandise   procurement
activities,  over the  Internet.  SNET also provides  professional  services for
pre-order merchandise procurement called, Strategic Sourcing Services.

Verticalnet, Inc. is a provider of Collaborative Supply Chain solutions enabling
its customers to transform their supply chains to drive  competitive  advantage.
The  Company's   software  provides   visibility  into  critical  data  allowing
organizations to communicate,  collaborate and conduct commerce more effectively
across the extended value chain. With  Collaborative  Supply Chain  applications
including  Strategic  Sourcing,  Collaborative  Planning  and Order  Management,
Verticalnet  offers a broad integrated supply chain solution delivered through a
multi-party  collaborative  foundation.  Differentiated from  enterprise-centric
solutions,  Verticalnet's Collaborative Supply Chain solutions drive significant
cost and inventory  reductions and top-line revenue growth by enabling customers
to harness  opportunities  for enhanced  visibility,  comprehension and response
across the multiple enterprises that make up their supply chain.

ViaLink Company. provides  subscription-based,  business-to-business  electronic
commerce services that enable food industry  participants to efficiently  manage
their highly  complex  supply chain  information.  The  Company's  core service,
syncLink, allows manufacturers,  wholesalers, distributors, sales agencies (such
as  food  brokers)  retailers  and  foodservice  operators  to  communicate  and
synchronize item, price and promotion  information in a more  cost-effective and
accessible  way  than  has  been  possible  using  traditional   electronic  and
paper-based methods.  viaLink's additional services,  which are all built on the
syncLink foundation, include distribuLink for chain pricing data and the viaLink
Partner Package, the Company's advanced e-business practices product suite.

Vicinity  Corporation.  is a provider  of  Enterprise  Location  Services  (ELS)
solutions to Global 2000 companies  across Web,  wireless and speech  platforms.
The Company's services provide its clients a means of directing online consumers
who are interested in purchasing its clients' products to local brick-and-mortar
stores.  Vicinity's  services extend the reach of its clients' Internet presence
by providing a link through major portals and search engines to consumers  using
the  Internet  to  research  products  and  services  prior to making a purchase
decision.  Vicinity  unifies and enriches Web,  wireless and speech inquiries in
order to catalyze a  fundamental  improvement  in the customer  experience.  The
Company turns location information into a coherent, rich source of knowledge and
embedded location  intelligence into the fabric of the organization.  Vicinity's
ELS solutions are available across the globe and in multiple languages.


     A total of eleven (11) companies that we believe fit our defined parameters
were included in our comparable sample. They range in market capitalization size
from $2.2 million to $619.3 million,  with a mean market  capitalization of $100
million.  The  majority of the  companies  fall  within the venue of  E-commerce
enabling, with no specific industry focus, while Healthcare E-commerce companies
composed the next largest  segment.  Automotive  E-commerce  and  Database/Print
Media round out the companies in the sample. The range of year-end 2001 revenues
generated by this group varied from $1.43 million to $148  million,  with a mean
of $41.6 million,  as compared to the $6.0 million generated by Partsbase,  Inc.
in 2001.

     Having  reviewed  the  operating   demographics  of  this  sample  set  and
determined  that Partsbase fell within the parameters of this group, we began to
set forth the basis of our  analysis.  In the end,  we settled  on 3  analytical
techniques;  Comparable  Company  Analysis,  Buy-Out/Acquisition  Analysis,  and


                                       3


Liquidation Analysis, to arrive at what we felt was a proper valuation range for
PartsBase, Inc.

     In terms of  Comparable  Analysis,  we saw that it would not be possible to
perform the analysis  using  earnings or cashflow as the valuation  methodology,
mainly because most of these  companies are currently not generating  earning or
cashflow.  As such, we determined  that we would derive  multiples  based off of
Market  Price and  Enterprise  Value.  These two items would be compared to each
company's  Revenue,  EBITDA  (Earnings before  Interest,  Taxes,  Depreciation &
Amortization),  EBIT (Earnings before Interest and Taxes) and Net Assets.  These
multiples,  once derived from our sample set, would be the "Industry  Multiples"
that would be  applied  against  PRTS's  operating  statistics  to arrive at its
value.  Based on this  analysis,  the range of per share prices worked out to be
$1.44 to $2.05 per share. (See Exhibit B )



Trading Multiples for Selected Publicly Traded Companies

Exhibit B

                            Stock                   Market    Price    Price    MRQ                             Enterprise Value to
                            Price   % of    Market  to Book  to TTM   to TTM   Debt to  P/E Ratio   Enterprise  TTM    TTM       TTM
Company            Ticker  6/21/02  High    Value    Value     Rev.   EBITDA   Equity   2001  2002    Value     Rev.  EBITDA    EBIT
------------------------------------------------------------------------------------------------------------------------------------
                                                                                               
Autobytel, Inc     ABTL   $ 2.65    63%    $ 85,308  1.9x    1.14x    - 3.4x    0.00x   n.a   n.a.  $ 57,976    0.77x - 2.3x  - 2.1x
CareScience, Inc.  CARE     1.25    56%      16,949  0.9x    1.28x    - 2.2x    0.02x   n.a.  n.a.    (3,156)  -0.24x   0.4x    0.3x
Claimsnet.com      CLAI     0.30     9%       4,345  6.8x    3.88x    - 1.0x    0.00x   n.a.  n.a.     3,264    2.92x - 0.7x  - 0.7x
DagMedia, Inc.     DAGM     1.52    87%       4,639  0.6x    0.82x    -15.3x    0.00x   n.a.  n.a     (2,354)  -0.42x   7.8x    5.8x
FreeMarkets, Inc.  FMKT    11.19    38%     461,895  3.2x    2.91x    -26.2x    0.02x   n.a.  n.a.   349,376    2.20x -19.8x  - 9.1x
Neoforma, Inc.     NEOF    12.33    40%     228,956  1.0x    5.83x    - 2.6x    0.09x   n.a.  n.a.   234,766    5.98x - 2.6x  - 1.6x
PurchasePro.com,
 Inc.              PPRO     0.63    18%      60,288  2.8x    2.36x    - 0.3x    0.24x   n.a.  n.a.    58,659    2.30x - 0.3x  - 0.2x
SourcingLink.net,
 Inc.              SNET     0.38    22%       3,095  1.5x    0.84x    - 1.9x    0.00x   n.a.  n.a.       788    0.21x - 0.5x  - 0.4x
Verticalnet, Inc.  VERT     0.23     7%      26,285 -0.3x    0.27x    - 0.2x   -0.27x   n.a.  n.a.    16,303    0.17x - 0.1x  - 0.2x
ViaLink Company    VLINK    0.13     2%      16,462 -3.3x    4.22x    - 0.9x    0.00x   n.a.  n.a     11,677    2.99x - 0.6x  - 0.6x
Vicinity
 Corporation       VCNT     1.99    83%      53,089 -0.8x    2.93x    - 7.6x   -0.01x   n.a.  n.a    (33,273)  -1.84x   4.7x    2.6x

                         |----------------------------------------------------------------------------------------------------------
                         | Mean     39%              1.3x    2.41x    - 5.6x    0.01x   n.a.  n.a.              1.37x - 1.3x  - 0.6x
                         | Median   30%              1.0x    2.36x    - 2.2x    0.00x   n.a.  n.a.              0.77x - 0.5x  - 0.4x
                         |----------------------------------------------------------------------------------------------------------

PartsBase, Inc.    PRTS     1.21    68%      16,913  0.7x    2.8x     - 3.7x    0.00x   n.a.  n.a     (6,929)  -1.16x   1.5x    1.2x

------------------------------------------------------------------------------------------------------------------------------------



Exhibit B-Continued


                            Enterprise
                             Value to
Company            Ticker   Net Assets
-------------------------------------
Autobytel, Inc.    ABTL         3.4x
CarScience, Inc.   CARE         7.0x
Claimsnet.com      CLAI       - 7.3x
DagMedia, Inc.     DAGM       - 3.1x
FreeMarkets, Inc.  FMKT        10.7x
Neoforma, Inc.     NEOF         1.0x
PurchasePro.com,
 Inc.              PPRO         2.9x
SourcingLink.net,
 Inc.              SNET       - 3.2x
Verticalnet, Inc.  VERT       - 0.2x
VitaLink Company   VLNK       - 1.2x
Vicinity
 Corporation       VCNT         0.2x

|-----------------------------------|
|Mean                           0.9x|
|Median                         0.2x|
|-----------------------------------|

--------------------------------------------------------------------------------


                                       4


Exhibit B-Continued

                                    Market  Price
                                 Industry Multiples
                      -------------------------------------------
                       Data          Multiple       Equity Value
                      --------     -----------    ---------------
Revenue               $(5,993)        2.41x         $  14,427
EBITDA                 (4,630)       -5.58x         $  25,849

                                         |-------------------|
                                         |Mean      $  20,138|
                                         |Median    $  20,138|
                                         |-------------------|


                                  Enterprise Value
                                  Industry Multiples
                    ------------------------------------------------------------
                      Data    Multiple      EV     Cash     Debt    Equity Value
                    ------------------------------------------------------------
Revenue             $ 5,993    1.37x     $ 8,197 $ 23,842   $ -       $ 32,039
EBITDA              $(4,630)  -1.27x     $ 5,900 $ 23,842   $ -       $ 29,742
EBIT                $(5,610)  -0.61x     $ 3,401 $ 23,842   $ -       $ 27,243
Book Value of
 Net Assets         $ 1,610    0.93x     $ 1,493 $ 23,842   $ -       $ 25,335

                                                           |------------------|
                                                           |Mean      $ 28,590|
                                                           |Median    $ 28,493|
                                                           |------------------|


     We then went back to our  sample set and  determined  that 2  companies  in
particular,  FreeMarkets,  Inc., and Neoforma, Inc. were skewing the analysis as
they were much larger in terms of market  capitalization  than the others,  even
though they were similar in operating  methods.  We then decided to evaluate the
comparables  and price ranges with them out of the analysis (See Exhibit C), and
the effect  was  drastic.  The range fell t o$1.02 to $1.65 per share,  when the
analysis reflected those companies closer in market  capitalization to PartBase.
In the end, we will make use of both sets of comparable  analyses,  as each is a
valid manner by which to examine PRTS's value.

                                       5






Trading Multiples for Selected Publicly Traded Companies

Exhibit C

                            Stock                   Market    Price    Price    MRQ                             Enterprise Value to
                            Price   % of    Market  to Book  to TTM   to TTM   Debt to  P/E Ratio   Enterprise  TTM    TTM       TTM
Company            Ticker  6/21/02  High    Value    Value     Rev.   EBITDA   Equity   2001  2002    Value     Rev.  EBITDA    EBIT
------------------------------------------------------------------------------------------------------------------------------------
                                                                                               
Autobytel, Inc     ABTL   $ 2.65    63%    $ 85,308  1.9x    1.14x    - 3.4x    0.00x   n.a   n.a.  $ 57,976    0.77x - 2.3x  - 2.1x
CareScience, Inc.  CARE     1.25    56%      16,949  0.9x    1.28x    - 2.2x    0.02x   n.a.  n.a.    (3,156)  -0.24x   0.4x    0.3x
Claimsnet.com      CLAI     0.30     9%       4,345  6.8x    3.88x    - 1.0x    0.00x   n.a.  n.a.     3,264    2.92x - 0.7x  - 0.7x
DagMedia, Inc.     DAGM     1.52    87%       4,639  0.6x    0.82x    -15.3x    0.00x   n.a.  n.a     (2,354)  -0.42x   7.8x    5.8x
PurchasePro.com,
 Inc.              PPRO     0.63    18%      60,288  2.8x    2.36x    - 0.3x    0.24x   n.a.  n.a.    58,659    2.30x - 0.3x  - 0.2x
SourcingLink.net,
 Inc.              SNET     0.38    22%       3,095  1.5x    0.84x    - 1.9x    0.00x   n.a.  n.a.       788    0.21x - 0.5x  - 0.4x
Verticalnet, Inc.  VERT     0.23     7%      26,285 -0.3x    0.27x    - 0.2x   -0.27x   n.a.  n.a.    16,303    0.17x - 0.1x  - 0.2x
ViaLink Company    VLINK    0.13     2%      16,462 -3.3x    4.22x    - 0.9x    0.00x   n.a.  n.a     11,677    2.99x - 0.6x  - 0.6x
Vicinity
 Corporation       VCNT     1.99    83%      53,089 -0.8x    2.93x    - 7.6x   -0.01x   n.a.  n.a    (33,273)  -1.84x   4.7x    2.6x

                         |----------------------------------------------------------------------------------------------------------
                         | Mean     39%              1.1x    1.97x    - 3.6x    0.00x   n.a.  n.a.              0.76x   0.9x    0.5x
                         | Median   30%              0.9x    1.28x    - 1.9x    0.00x   n.a.  n.a.              0.21x - 0.3x  - 0.2x
                         |----------------------------------------------------------------------------------------------------------

PartsBase, Inc.    PRTS     1.21    68%      16,913  0.7x    2.8x     - 3.7x    0.00x   n.a.  n.a     (6,929)  -1.16x   1.5x    1.2x

------------------------------------------------------------------------------------------------------------------------------------




Exhibit C-Continued


                            Enterprise
                             Value to
Company            Ticker   Net Assets
-------------------------------------
Autobytel, Inc.    ABTL         3.4x
CarScience, Inc.   CARE         7.0x
Claimsnet.com      CLAI       - 7.3x
DagMedia, Inc.     DAGM       - 3.1x
PurchasePro.com,
 Inc.              PPRO         2.9x
SourcingLink.net,
 Inc.              SNET       - 3.2x
Verticalnet, Inc.  VERT       - 0.2x
VitaLink Company   VLNK       - 1.2x
Vicinity
 Corporation       VCNT         0.2x

|-----------------------------------|
|Mean                         - 0.2x|
|Median                       - 0.2x|
|-----------------------------------|

--------------------------------------------------------------------------------


Exhibit B-Continued

                                    Market  Price
                                 Industry Multiples
                      -------------------------------------------
                       Data          Multiple       Equity Value
                      --------     -----------    ---------------
Revenue               $(5,993)        1.97x         $  11,815
EBITDA                 (4,630)       -3.63x         $  16,814

                                         |-------------------|
                                         |Mean      $  14,315|
                                         |Median    $  14,315|
                                         |-------------------|


                                  Enterprise Value
                                  Industry Multiples
                    ------------------------------------------------------------
                      Data    Multiple      EV      Cash     Debt   Equity Value
                    ------------------------------------------------------------
Revenue             $ 5,993    0.76x     $ 4,573  $ 23,842   $ -       $ 28,415
EBITDA              $(4,630)  -1.27x     $(4,320) $ 23,842   $ -       $ 19,522
EBIT                $(5,610)  -0.61x     $(2,894) $ 23,842   $ -       $ 20,948
Book Value of
 Net Assets         $ 1,610    0.93x     $  (255) $ 23,842   $ -       $ 23,587

                                                            |------------------|
                                                            |Mean      $ 23,118|
                                                            |Median    $ 22,267|
                                                            |------------------|


                                       6



     After examining the selected universe of somewhat comparable companies,  we
analyzed  buyouts of similar sized companies (See Attached Exhibit D) in related
sectors. It shows the transaction prices, market capitalizations,  premiums paid
above the market price from the date of offer,  and the amount of cash listed on
the target  company's book as a percentage of it's market  capitalization.  Four
target  companies were examined that were similar to slightly  larger in size in
market  capitalization to PartsBase,  Inc. The buyouts ranged in size from $10.8
million to $93.5 million, with two structured as all stock transactions,  one as
a combination of cash and stock,  and the final one as all cash. Given the small
size of the sample (many e-commerce  enabling companies went bankrupt during the
Dot.com  bust,  with the assets  being  acquired  at fire sale  prices.),  it is
difficult to infer any  statistical  trends from the data,  as each  transaction
differs  significantly.  One thing  that does come  through  in the data is that
transactions do occur at a value less than the actual cash listed on the balance
sheet.  In those  scenarios  where the enterprise  value,  defined as the market
value of the  company's  equity plus debt less the cash on the balance  sheet is
negative, the implication is that the operating business should not be valued on
a going concern basis.  It cannot be ascertained if the  implication is due to a
flawed operating model, ineffective management, slower than expected development
of industry fundamentals,  or lack of demand for product reflective of decreased
spending for technology  investments.  Irrespective of the reason,  the analysis
indicates  that the mean  premium to market price paid for the  acquisitions  in
this sample set was 54%,  which applied to the initial  market  price,  yields a
price of $1.11.  Applying the mean  percentage of balance sheet cash to offering
price (75%) we arrive at a price of $1.28, effectively making the range $1.11 to
$1.28 for our sample buyout set.

                                    Exhibit D

Leapnet,  Inc.  provides a wide range of services to help companies market their
products or services via the  Internet as well as  traditional  advertising  and
other  offline  media.  The  Company  provides  Internet   marketing  and  brand
development,  content  production,  creative design,  and Web site localization.
Leapnet  also  provides  television,  print and radio  advertising,  among other
services.

eShare Communications,  Inc. provides unified Web and telephony customer contact
management software and services. The Company's products are for use in customer
contact centers, electronic commerce, and online communities. eShare's customers
include  organizations in financial services,  retail, media, and communications
industries.

Open Market, Inc. develops, markets, licenses and supports software products and
services.   The   Company's   products   allow  its   customers   to  engage  in
business-to-consumer  and  business-to-business  Internet commerce,  information
commerce and commercial publishing.

Viant Corporation.  designs and develops Internet strategy solutions, electronic
commerce  solutions,   business  partner  solutions,  and  internal  information
solutions.


                                       7






Valuation Comparison of Comparable BuyOuts
(Amounts in thousands except per share data or where noted)


------------------------------------------------------------------------------------------------------------------------------------

                                                                                                                    Premium/
                                                                              Price per                 Cash on    (Discount)
                             Ticker     Date of     Value of     Price per   Share Prior   Shares      Balance       Offer
Company Name                 Symbol      Offer     Offer (000's)    Share     to Offer   Outstanding  Sheet(mrq)     Market
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                
Leapnet, Inc.                LEAP     21-Nov-01     $10,806        $ 1.85     $ 1.66        5,841      $ 14,927         11%
eShare Communications, Inc.  ESHR     09-Jul-01     $71,000        $ 3.24     $ 1.28       21,931      $ 13,983        153%
Open Market, Inc.            OMKT     16-Aug-01     $54,000        $ 1.14     $ 1.11       47,214      $  9,276          3%
Vaint Corporation            VIAN     05-Apr-02     $93,500        $ 1.91     $ 1.30       48,997      $116,057         47%

------------------------------------------------------------------------------------------------------------------------------------

PartsBase                    PRTS     10-Apr-02     $18,311        $ 1.31     $ 0.72       13,978      $ 23,842         82%
------------------------------------------------------------------------------------------------------------------------------------

                                                                                                       |-------------------|
                                                                                                       |Mean            54%|
                                                                                                       |Median          29%|
                                                                                                       |-------------------|



Valuation Comparison of Comparable BuyOuts - Continued
(Amounts in thousands except per share data or where noted)
-----------------------------------------------------------
                                       % of Balance
                             Ticker      Sheet Cash
Company Name                 Symbol   Offering Price
----------------------------------------------------
Leapnet, Inc.                LEAP           138%
eShare Communications, Inc.  ESHR            20% *
Open Market, Inc.            OMKT            17% *
Viant Corporation            VIAN           124% #

PartsBase, Inc.              PRTS           130%
----------------------------------------------------
* denotes acquisition for stock.
# denotes pending acquisition for stock and cash.


                             |------------------|
                             |Mean           75%|
                             |Median         72%|
                             |------------------|


     We touched upon the concept of negative  enterprise value, where the market
value of the debt and  equity  less  cash on the  balance  sheet  was  negative,
implying  little or no  operating  value  should be  assigned  to the  Operating
Business.  While we do not attempt to evaluate the merits of the PRTS  operating
model,  the following  analysis assumes that the assets of the Company are to be
liquidated,  and  we  attempt  to  assign  values  and  arrive  at a  per  share
Liquidation price. For the basis of our analysis, noted as Exhibit E, we decided
to take a conservative  approach and look at the value of the assets on a "worst
case" scenario, typified when one is a motivated seller, in a low demand market.
We started by examining  the assets on the Balance  sheet as of 3/31/02 and made
certain assumptions to the recoverability of value in that asset.  Regarding the
Cash on the Balance Sheet, we assumed that Current  Liabilities would be paid in
full, and a contingency  reserve to settle outstanding leases and other expenses
such as D&O  insurance  would reduce the amount  available to  Shareholders.  We
estimated that amount at  $20,389,000.  The greatest offset to Cash was Deferred
Revenue,  which was cash  collected  without the  Company  having  provided  the
service.  As a  corollary  of this item,  we assumed  that once  contracts  were
invalidated,  a  significant  portion  of the  Accounts  Receivable  may  become
uncollectible.  We estimated a 50%  collection  rate on the A/R,  adding another
$548,000 to the value.  We also  assumed no recovery  of prepaid  expenses,  and
listed $0 for that item.


                                       8



     Next, we moved on to examine the  Longer-term  assets on the balance sheet,
which  included  Furniture  and Fixtures,  Automobiles,  Equipment and Software.
Recovery  of value on these  items is far more  difficult,  as the glut of these
forms of hard assets,  resulting  from numerous  "Dot.com",  Telecom,  and other
bankruptcies,  has caused  prices to drop  precipitously.  We  basically  viewed
recovery on the hard assets at  approximately  $0.20 on the dollar on a weighted
average basis, or $464,000,  with minimal amounts for furniture and fixtures and
software, and greater amounts on Equipment and automobiles.  We did not assign a
recovery value on Restricted Cash, which backs an irrevocable  Letter of Credit,
and Other Assets.  The total of these amounts work out to be $21,401,000,  which
equates to approximately $1.53 per share.



Valuation: Liquidation Scenario
(Amounts in thousands except per share data or where noted)

                             Balance Sheet
Exhibit E                        Data


                                                   Liquidation
                                  3/31/2002           Value
                                  ---------        ------------  -------------------------------------------------------------------
Current Assets
--------------
                                                                                               
Cash                                $23,843         $20,389 *    Calculated by taking Bal.Sheet cash @3/31/02, and subtracting total
                                                                  liabilites.

A/R                                   1,096             548 #     Assumes a 50% collection rate of A/R at plus an additional $500k
                                                                   for lease

Prepaid Exp.                            288               0 %     Assumes no recovery of prepaid expenses and other contingencies.
                                     ------

Total Current Assets                $25,227

P,P&E                                 2,281             464 &     Assumes 30k for F&F, 51k for Auto, 230k for Equip, and 150k for
                                                                   Software.

CD - Restricted Cash                    840               0 %%    Assumes no recovery of Restricted Cash, which secures an
                                                                   Irrevocable LOC.

Other                                    51               0 %%%   Assumes no recovery of Other.
                                     ------

Total Assets                        $28,399         $21,401

                                                    $1.53  Per share
Current Liabilities
-------------------
A/P                                    $189
Accrued & Other                         457
Deferred Rev.                         2,308
                                      -----

Total Current Liabilities            $2,954

Stockholder's Equity
Preferred                                 0
Common                                   14
Add. Paid in Capital                 53,233
Accum. Deficit                      (27,802)
                                   ---------

Total Stockholder's Equity           25,445

Total Liab. & SE                    $28,399




                                       9


     We have examined 3 valuation methodologies, with 2 iterations on Comparable
Analysis,  and arrived at ranges of $1.44 to $2.05 for Comparables which include
large market cap competitors, $1.02 to $1.65 for Comparables of like market cap,
$1.11  to$1.28 for Buy Out  valuations,  and $1.53 under a possible  Liquidation
scenario.  The average of these  methodologies  is a range of $1.28 per share to
$1.63 per share,  which we are prepared to represent to the Special Committee as
the acceptable  range of offers to be considered  for a possible  acquisition or
going private transaction for Partsbase ,Inc.


     Pursuant  to a request by the  Special  Committee,  and in answer to a 13-D
filing by two of the Company's largest institutional holders, which collectively
held 10.5% of the shares  outstanding,  vFinance  was asked to arrive at a value
for the portal  assets  and  collectively  work with the  Special  Committee  to
solicit bids for those assets to determine if the  combination  of an asset sale
with a  distribution  of cash from the  company  may result in a larger  overall
value with a greater degree of certainty to shareholders rather than an outright
sale to any one bidder.

     We  valued   the   portal   assets   using  two   methodologies;   Specific
identification  of portal  assets,  and  valuation of the portal assets based on
subscription  revenues.  The  subscription  valuations  were base on a review of
trailing twelve months and a forecast for a forward  looking twelve months.  The
figure  arrived  at for the  portal  based on  balance  sheet  assets,  was $3.4
million,  while the range of values  based on  subscription  revenue was $3.6 to
$4.0 million.

     We then circled back with a number of interested  parties who had expressed
interest in the portal  assets.  One bid was submitted by Harold van Arnem and a
another by  "Company  X". The offer by van Arnem was listed as $4  million,  but
when netted against A/R and working  capital  givebacks,  equaled  approximately
$1.5  million,  and would have  required that the Company hold an 18 month note.
The second  offer by "Company X" was put at a range of $3 - $4 million,  with no
financing  contingencies,  but was subject to  adjustments  upon  completed  due
diligence.  As  such,  we  advised  the  Special  Committee  that if in It's own
opinion,  it could not be assured of getting  additional value on an asset sale,
it should  conclude  that it was not in the best  interest  of  shareholders  to
pursue this path.

     Finally,  a revised offer from Robert  Hammond has been  submitted at $1.41
per share,  with certain  contingencies,  which we feel comfortable  enough with
that we will opine is fair to shareholders.


                                       10



    Report of vFinance Investment, Inc. dated August 2, 2002 Regarding Portal
                  Value Prepared by vFinance Investments, Inc.

                                Exhibit (c) (3)


PartsBase, Inc.

Valuation: Portal Sale Scenarios
As of August 2, 2002
(Amounts in thousands except per share data or where noted)

1.) Balance Sheet Assets related Portal

                                                               Amended
                                               6/30/2002      6/30/2002
                                               ---------     ----------
Current Assets
Cash                                           $22,821          $    0 *
A/R                                                393             393
Prepaid Exp.                                       314             314
                                                ------
Total Current Assets                           $23,528

P,P&E                                            2,002           2,002
CD - Restricted Cash                               660             660
Other                                               38              38
                                                ------           -----
Total Assets                                   $26,228          $3,407

---------------------------------
* Reflects offseting amounts of $2,207 of cash and $2,207 in deferred revenues.
** Balance sheet cash as of 6/30/02 less deferred revenue. Actual cash may be
less.

Sale of Portal "Hard Assets", reflecting a going concern, not liquidation
yields a price of :                   $0.24 per share

Remaining cash **                     $1.47
                                       ----
Totals                                $1.71 per share


                                       1



2a.) Subscription based Valuation,
       Trailing twelve (12) months


                               Deferred               Earned         Written Off
                               --------              --------        -----------
           Jul-01               349,440               303,014            20,256
           Aug-01               508,982               295,017            42,165
           Sep-01               316,480               370,645            41,754
           Oct-01               392,432               348,464            59,385
           Nov-01               360,479               375,374            84,192
           Dec-01               491,280               372,689            27,601
           Jan-02               482,945                     0           389,827
           Feb-02               389,748               402,885            23,811
           Mar-02               403,497               382,515            13,989
           Apr-02               276,278               371,084            25,933
           May-02               424,864               362,413            23,119
           Jun-02               344,945               365,801            10,183
                              ---------             ---------           --------
           Totals             4,741,370             3,949,901           762,215

Based on a range of $3,949,901 at low end (Deferred less Write Off)
versus $3,979,155 at high end (Earned amount), Portal should be valued
at:
          Low         $0.28per share
          High        $0.28per share


2b.) Subscription based Valuation,
       Forecasted

                   1/02 - 6/02        1/02 - 6/02      1/02 - 6/02
                     Average            Average          Average
                    Deferred            Earned         Written Off
                   -----------        -----------     ------------
Per month           387,046             314,116           81,144


Annualized        4,644,554           3,769,396          973,724


Based on a range of $3,670,830 at low end (Deferred less Write Off)
versus $3,769,396 at high end (Earned amount), Portal should be valued
at:
          Low         $0.26per share
          High        $0.27per share

----------------------------------------------------------
Shares Outstanding used in all calculations is 13,977,920.

Forecasted Amount is the average monthly times 12 months.


                                       2