Edgar Filing: PARTSBASE INC

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

AMENDMENT NO. 1 TO
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:

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]

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

Transaction Valuation* Amount of Filing Fee**
---------------------- ----------------------
$7,535,853 $1,507

---------------
* Based upon (a) the product of 5,012,302 shares of common stock and the
merger consideration of $1.50 per share, or $7,518,453, and (b) the
product of of the options to purchase 20,000 shares of common stock and
the merger consideration of $1.50 per share, less the applicable exercise
price per share, or $17,400.
** 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: $1,507
Form or Registration No.: Schedule 14A
Filing Party: PartsBase, Inc.
Date Filed: December 23, 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.

SECTION 13E-3 TRANSACTION STATEMENT

INTRODUCTION

This Amendment No. 1 to Rule 13e-3 transaction statement on Schedule 13E-3
(this "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 $1.50 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.

(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

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.

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

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.

(c) 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

(d) 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

(e) 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.

(f) Eligibility for Listing or Trading. Not applicable.

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

(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 Special Committee and the
Board of Directors; Fairness of the Merger
SPECIAL FACTORS - Position of the Acquisition Group as to the 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 Special Committee and the
Board of Directors; Fairness of the Merger
SPECIAL FACTORS - Purpose and Structure of the Merger

(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 Special Committee and the
Board of Directors; Fairness of the Merger
SPECIAL FACTORS - Position of the Acquisition Group as to the 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 Special Committee and the
Board of Directors; Fairness of the Merger
SPECIAL FACTORS - Position of the Acquisition Group as to the 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 and 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 Special Committee and the
Board of Directors; Fairness of the Merger
SPECIAL FACTORS - Position of the Acquisition Group as to the 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 Special Committee and the
Board of Directors; Fairness of the Merger
SPECIAL FACTORS - Position of the Acquisition Group as to the 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.

(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 shares not held or voted by the Acquisition Group 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:

(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 Special Committee and 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 Special Committee and 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 Special Committee and 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.
Exhibit(c)(4) - Report of vFinance Investments, Inc. dated June 24,
2002, prepared by vFinance Investments, Inc. included
herein.

(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:

(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.

(b) 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

(d) 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.

SUMMARY TERM SHEET
QUESTIONS AND ANSWERS ABOUT THE MERGER
SUMMARY - The Special Meeting
THE SPECIAL MEETING - Record Date, Outstanding Voting Securities and
Voting Rights

(e) Recommendation of Others. 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

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 September 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 September 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 Special Committee and 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

(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 December 23, 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.

(c)(4) Report of vFinance Investments, Inc., dated June 24, 2002,
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).

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: December 20, 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.

/s/Robert A. Hammond, Jr.
-------------------------
Robert A. Hammond, Jr.

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.

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.

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

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|
|-----------------------------------|

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

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.

Trading Multiples for Selected Publicly Traded Companies

Exhibit C

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|
|------------------|

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.

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.

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

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.

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

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.

Report of vFinance Investment, Inc. dated June 24, 2002 Prepared by vFinance
Investments, Inc.

Exhibit (c) (4)

vFinance, Investments, Inc.

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

June 24, 2002