<PAGE>   1

                                                                     EXHIBIT 4.3


THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED. THESE SECURITIES MAY NOT BE OFFERED OR
SOLD IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION FROM REGISTRATION UNDER
SUCH ACT.

                         THE TRANSFER OF THIS WARRANT IS
                         RESTRICTED AS DESCRIBED HEREIN.


                                    Starbase

               Warrant for the Purchase of Shares of Common Stock,
                            par value $0.01 per Share


2000-CMN-001                                                      146,379 Shares


         THIS CERTIFIES that, for value received, KAUFMAN BROS., L.P., 800 Third
Avenue - 25th Floor, New York, New York 10022 (the "Holder"), is entitled to
subscribe for and purchase from Starbase, a California corporation (the
"Company"), upon the terms and conditions set forth herein, at any time or from
time to time after April 17, 2000, and before 5:00 P.M. on April 17, 2001, New
York time (the "Exercise Period"), 146,379 shares of the Company's Common Stock,
par value $0.01 per share ("Common Stock"), at a price of $3.88 per share (the
"Exercise Price"). As used herein the term "this Warrant" shall mean and include
this Warrant and any Common Stock or Warrants hereafter issued as a consequence
of the exercise or transfer of this Warrant in whole or in part. This Warrant
may not be sold, transferred, assigned or hypothecated except that it may be
transferred, in whole or in part, to (i) one or more officers or partners of the
Holder (or the officers or partners of any such partner); (ii) a successor to
the Holder, or the officers or partners of such successor; (iii) a purchaser of
substantially all of the assets of the Holder; or (iv) by operation of law; and
the term the "Holder" as used herein shall include any transferee to whom this
Warrant has been transferred in accordance with the above.

         The number of shares of Common Stock issuable upon exercise of the
Warrant (the "Warrant Shares") and the Exercise Price may be adjusted from time
to time as hereinafter set forth.

         1. This Warrant may be exercised during the Exercise Period, as to the
whole or any lesser number of whole Warrant Shares, by the surrender of this
Warrant (with the election at the end hereof duly executed) to the Company at
its office at 4 Hutton Centre Drive Suite 800, Santa Ana, California 92707, or
at such other place as is designated in writing by the Company, together with a
certified or bank cashier's check payable to the order of the Company in an
amount equal to the Exercise Price multiplied by the number of Warrant Shares
for which this Warrant is being exercised (the "Stock Purchase Price").

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         2.       (a) In lieu of the payment of the Stock Purchase Price, the
         Holder shall have the right (but not the obligation), to require the
         Company to convert this Warrant, in whole or in part, into shares of
         Common Stock (the "Conversion Right") as provided for in this Section
         2. Upon exercise of the Conversion Right, the Company shall deliver to
         the Holder (without payment by the Holder of any of the Stock Purchase
         Price) that number of shares of Common Stock (the "Conversion Shares")
         equal to the quotient obtained by dividing (x) the value of this
         Warrant (or portion thereof as to which the Conversion Right is being
         exercised if the Conversion Right is being exercised in part) at the
         time the Conversion Right is exercised (determined by subtracting the
         aggregate Stock Purchase Price of the shares of Common Stock as to
         which the Conversion Right is being exercised in effect immediately
         prior to the exercise of the Conversion Right from the aggregate
         Current Market Price (as defined in Section 6(e) hereof) of the shares
         of Common Stock as to which the Conversion Right is being exercised) by
         (y) the Current Market Price of one share of Common Stock immediately
         prior to the exercise of the Conversion Right.

                  (b) The Conversion Right provided under this Section 2 may be
         exercised in whole or in part and at any time and from time to time
         while this Warrant remains outstanding. In order to exercise the
         Conversion Right, the Holder shall surrender to the Company, at its
         offices, this Warrant with the Notice of Conversion at the end hereof
         duly executed. The presentation and surrender shall be deemed a waiver
         of the Holder's obligation to pay all or any portion of the aggregate
         purchase price payable for the shares of Common Stock as to which such
         Conversion Right is being exercised. This Warrant (or so much thereof
         as shall have been surrendered for conversion) shall be deemed to have
         been converted immediately prior to the close of business on the day of
         surrender of such Warrant for conversion in accordance with the
         foregoing provisions.

         3. Upon each exercise of the Holder's rights to purchase Warrant Shares
or Conversion Shares, the Holder shall be deemed to be the holder of record of
the Warrant Shares or Conversion Shares issuable upon such exercise or
conversion, notwithstanding that the transfer books of the Company shall then be
closed or certificates representing such Warrant Shares or Conversion Shares
shall not then have been actually delivered to the Holder. As soon as
practicable after each such exercise or conversion of this Warrant, the Company
shall issue and deliver to the Holder a certificate or certificates for the
Warrant Shares or Conversion Shares issuable upon such exercise or conversion,
registered in the name of the Holder or its designee. If this Warrant should be
exercised or converted in part only, the Company shall, upon surrender of this
Warrant for cancellation, execute and deliver a new Warrant evidencing the right
of the Holder to purchase the balance of the Warrant Shares (or portions
thereof) subject to purchase hereunder.

         4. Any Warrant issued upon the transfer or exercise or conversion in
part of this Warrant shall be numbered and shall be registered in a Warrant
Register as they are issued. The Company shall be entitled to treat the
registered holder of any Warrant on the Warrant Register as the owner in fact
thereof for all purposes and shall not be bound to recognize any equitable or
other claim to or interest in such Warrant on the part of any other person, and
shall

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not be liable for any registration or transfer of Warrants which are registered
or to be registered in the name of a fiduciary or the nominee of a fiduciary
unless made with the actual knowledge that a fiduciary or nominee is committing
a breach of trust in requesting such registration or transfer, or with the
knowledge of such facts that its participation therein amounts to bad faith.
This Warrant shall be transferable only on the books of the Company upon
delivery thereof duly endorsed by the Holder or by his duly authorized attorney
or representative, or accompanied by proper evidence of succession, assignment,
or authority to transfer. In all cases of transfer by an attorney, executor,
administrator, guardian, or other legal representative, duly authenticated
evidence of his or its authority shall be produced. Upon any registration of
transfer, the Company shall deliver a new Warrant or Warrants to the person
entitled thereto. This Warrant may be exchanged, at the option of the Holder
thereof, for another Warrant, or other Warrants of different denominations, of
like tenor and representing in the aggregate the right to purchase a like number
of Warrant Shares (or portions thereof), upon surrender to the Company or its
duly authorized agent. Notwithstanding the foregoing, the Company shall have no
obligation to cause Warrants to be transferred on its books to any person if, in
the opinion of counsel to the Company, such transfer does not comply with the
provisions of the Securities Act of 1933, as amended (the "Act"), and the rules
and regulations thereunder.

         5. The Company shall at all times reserve and keep available out of its
authorized and unissued Common Stock, solely for the purpose of providing for
the exercise of the rights to purchase all Warrant Shares and/or Conversion
Shares granted pursuant to this Warrant, such number of shares of Common Stock
as shall, from time to time, be sufficient therefor. The Company covenants that
all shares of Common Stock issuable upon exercise of this Warrant, upon receipt
by the Company of the full Exercise Price therefor, and all shares of Common
Stock issuable upon conversion of this Warrant, shall be validly issued, fully
paid, non-assessable, and free of preemptive rights.

         6.       (a) In case the Company shall at any time after the date
         the shares of its capital stock, (ii) subdivide the outstanding Common
         Stock, (iii) combine the outstanding Common Stock into a smaller number
         of shares, or (iv) issue any shares of its capital stock by
         reclassification of the Common Stock (including any such
         reclassification in connection with a consolidation or merger in which
         the Company is the continuing corporation), then, in each case, the
         Exercise Price, and the number and kind of securities issuable upon
         exercise or conversion of this Warrant, in effect at the time of the
         record date for such dividend or of the effective date of such
         subdivision, combination, or reclassification, shall be proportionately
         adjusted so that the Holder after such time shall be entitled to
         receive the aggregate number and kind of shares which, if such Warrant
         had been exercised or converted immediately prior to such time, he
         would have owned upon such exercise or conversion and been entitled to
         receive by virtue of such dividend, subdivision, combination, or
         reclassification. Such adjustment shall be made successively whenever
         any event listed above shall occur.

                  (b) In case the Company shall issue or fix a record date for
         the issuance to all holders of Common Stock of rights, options, or
         warrants to subscribe for or purchase Common Stock (or securities
         convertible into or exchangeable for Common Stock) at a price per share
         (or having a conversion or exchange price per share, if a

<PAGE>   4

         security convertible into or exchangeable for Common Stock) less than
         the Current Market Price per share of Common Stock on such record date,
         then, in each case, the Exercise Price shall be adjusted by multiplying
         the Exercise Price in effect immediately prior to such record date by a
         fraction, the numerator of which shall be the number of shares of
         Common Stock outstanding on such record date plus the number of shares
         of Common Stock which the aggregate offering price of the total number
         of shares of Common Stock so to be offered (or the aggregate initial
         conversion or exchange price of the convertible or exchangeable
         securities so to be offered) would purchase at such Current Market
         Price and the denominator of which shall be the number of shares of
         Common Stock outstanding on such record date plus the number of
         additional shares of Common Stock to be offered for subscription or
         purchase (or into which the convertible or exchangeable securities so
         to be offered are initially convertible or exchangeable). Such
         adjustment shall become effective at the close of business on such
         record date; provided, however, that, to the extent the shares of
         Common Stock (or securities convertible into or exchangeable for shares
         of Common Stock) are not delivered, the Exercise Price shall be
         readjusted after the expiration of such rights, options, or warrants
         (but only with respect to Warrants exercised after such expiration), to
         the Exercise Price which would then be in effect had the adjustments
         made upon the issuance of such rights, options, or warrants been made
         upon the basis of delivery of only the number of shares of Common Stock
         (or securities convertible into or exchangeable for shares of Common
         Stock) actually issued. In case any subscription price may be paid in a
         consideration part or all of which shall be in a form other than cash,
         the value of such consideration shall be as determined in good faith by
         the board of directors of the Company, whose determination shall be
         conclusive absent manifest error. Shares of Common Stock owned by or
         held for the account of the Company or any majority-owned subsidiary
         shall not be deemed outstanding for the purpose of any such
         computation.

                  (c) In case the Company shall distribute to all holders of
         Common Stock (including any such distribution made to the stockholders
         of the Company in connection with a consolidation or merger in which
         the Company is the continuing corporation) evidences of its
         indebtedness or assets (other than cash dividends or distributions and
         dividends payable in shares of Common Stock), or rights, options, or
         warrants to subscribe for or purchase Common Stock, or securities
         convertible into or exchangeable for shares of Common Stock (excluding
         those with respect to the issuance of which an adjustment of the
         Exercise Price is provided pursuant to Section 6(b) hereof), then, in
         each case, the Exercise Price shall be adjusted by multiplying the
         Exercise Price in effect immediately prior to the record date for the
         determination of stockholders entitled to receive such distribution by
         a fraction, the numerator of which shall be the Current Market Price
         per share of Common Stock on such record date, less the fair market
         value (as determined in good faith by the board of directors of the
         Company, whose determination shall be conclusive absent manifest error)
         of the portion of the evidences of indebtedness or assets so to be
         distributed, or of such rights, options, or warrants or convertible or
         exchangeable securities, applicable to one share, and the denominator
         of which shall be such Current Market Price per share of Common Stock.
         Such adjustment shall be made whenever any such distribution is made,
         and shall

<PAGE>   5

         become effective on the record date for the determination of
         stockholders entitled to receive such distribution.

                  (d) In case the Company shall issue shares of Common Stock or
         rights, options, or warrants to subscribe for or purchase Common Stock,
         or securities convertible into or exchangeable for Common Stock
         (excluding shares, rights, options, warrants, or convertible or
         exchangeable securities, issued or issuable (i) in any of the
         transactions with respect to which an adjustment of the Exercise Price
         is provided pursuant to Sections 6(a), 6(b), or 6(c) above, or (ii)
         upon exercise of the Warrants), at a price per share (determined, in
         the case of such rights, options, warrants, or convertible or
         exchangeable securities, by dividing (x) the total amount received or
         receivable by the Company in consideration of the sale and issuance of
         such rights, options, warrants, or convertible or exchangeable
         securities, plus the minimum aggregate consideration payable to the
         Company upon exercise, conversion, or exchange thereof, by (y) the
         maximum number of shares covered by such rights, options, warrants, or
         convertible or exchangeable securities) lower than the Current Market
         Price per share of Common Stock in effect immediately prior to such
         issuance, then the Exercise Price shall be reduced on the date of such
         issuance to a price (calculated to the nearest cent) determined by
         multiplying the Exercise Price in effect immediately prior to such
         issuance by a fraction, (iii) the numerator of which shall be an amount
         equal to the sum of (A) the number of shares of Common Stock
         outstanding immediately prior to such issuance plus (B) the quotient
         obtained by dividing the consideration received by the Company upon
         such issuance by such Current Market Price, and (iv) the denominator of
         which shall be the total number of shares of Common Stock outstanding
         immediately after such issuance. For the purposes of such adjustments,
         the maximum number of shares which the holders of any such rights,
         options, warrants, or convertible or exchangeable securities, shall be
         entitled to initially subscribe for or purchase or convert or exchange
         such securities into shall be deemed to be issued and outstanding as of
         the date of such issuance, and the consideration received by the
         Company therefor shall be deemed to be the consideration received by
         the Company for such rights, options, warrants, or convertible or
         exchangeable securities, plus the minimum aggregate consideration or
         premiums stated in such rights, options, warrants, or convertible or
         exchangeable securities, to be paid for the shares covered thereby. No
         further adjustment of the Exercise Price shall be made as a result of
         the actual issuance of shares of Common Stock on exercise of such
         rights, options, or warrants, or on conversion or exchange of such
         convertible or exchangeable securities. On the expiration or the
         termination of such rights, options, or warrants, or the termination of
         such right to convert or exchange, the Exercise Price shall forthwith
         be readjusted (but only with respect to Warrants exercised or converted
         after such expiration or termination) to such Exercise Price as would
         have obtained had the adjustments made upon the issuance of such
         rights, options, warrants, or convertible or exchangeable securities,
         been made upon the basis of the delivery of only the number of shares
         of Common Stock actually delivered upon the exercise of such rights,
         options, or warrants, or upon the conversion or exchange of any such
         securities; and on any change of the number of shares of Common Stock
         deliverable upon the exercise of any such rights, options, or warrants
         or conversion, or exchange of such convertible or exchangeable

<PAGE>   6

         securities, or any change in the consideration to be received by the
         Company upon such exercise, conversion, or exchange, including, but not
         limited to, a change resulting from the anti-dilution provisions
         thereof, the Exercise Price, as then in effect, shall forthwith be
         readjusted (but only with respect to Warrants exercised or converted
         after such change) to such Exercise Price as would have been obtained
         had an adjustment been made upon the issuance of such rights, options,
         or warrants not exercised prior to such change, or securities not
         converted or exchanged prior to such change, on the basis of such
         change. In case the Company shall issue shares of Common Stock or any
         such rights, options, warrants, or convertible or exchangeable
         securities, for a consideration consisting, in whole or in part, of
         property other than cash or its equivalent, then the "price per share"
         and the "consideration received by the Company" for purposes of the
         first sentence of this Section 6(d) shall be as determined in good
         faith by the board of directors of the Company, whose determination
         shall be conclusive absent manifest error. Shares of Common Stock owned
         by or held for the account of the Company or any majority-owned
         subsidiary shall not be deemed outstanding for the purpose of any such
         computation.

                  (e) For the purpose of any computation under this Section 6,
         the Current Market Price per share of Common Stock on any date shall be
         deemed to be the average of the daily closing prices for the 30
         consecutive trading days immediately preceding the date in question.
         The closing price for each day shall be the last reported sales price
         regular way or, in case no such reported sale takes place on such day,
         the closing bid price regular way, in either case on the principal
         national securities exchange (including, for purposes hereof, the
         NASDAQ National Market System) on which the Common Stock is listed or
         admitted to trading or, if the Common Stock is not listed or admitted
         to trading on any national securities exchange, the highest reported
         bid price for the Common Stock as furnished by the National Association
         of Securities Dealers, Inc. through NASDAQ or a similar organization if
         NASDAQ is no longer reporting such information. If on any such date the
         Common Stock is not listed or admitted to trading on any national
         securities exchange and is not quoted by NASDAQ or any similar
         organization, the fair value of a share of Common Stock on such date,
         as determined in good faith by the board of directors of the Company,
         whose determination shall be conclusive absent manifest error, shall be
         used.

                  (f) No adjustment in the Exercise Price shall be required if
         such adjustment is less than $.05; provided, however, that any
         adjustments which by reason of this Section 6 are not required to be
         made shall be carried forward and taken into account in any subsequent
         adjustment. All calculations under this Section 6 shall be made to the
         nearest cent or to the nearest one-thousandth of a share, as the case
         may be.

                  (g) In any case in which this Section 6 shall require that an
         adjustment in the Exercise Price be made effective as of a record date
         for a specified event, the Company may elect to defer, until the
         occurrence of such event, issuing to the Holder, if the Holder
         exercised or converted this Warrant after such record date, the shares
         of Common Stock, if any, issuable upon such exercise or conversion over
         and above the shares of Common Stock, if any, issuable upon such
         exercise or conversion

<PAGE>   7

         on the basis of the Exercise Price in effect prior to such adjustment;
         provided, however, that the Company shall deliver to the Holder a due
         bill or other appropriate instrument evidencing the Holder's right to
         receive such additional shares upon the occurrence of the event
         requiring such adjustment.

                  (h) Upon each adjustment of the Exercise Price as a result of
         the calculations made in Sections 6(b), 6(c), or 6(d) hereof, this
         Warrant shall thereafter evidence the right to purchase, at the
         adjusted Exercise Price, that number of shares (calculated to the
         nearest thousandth) obtained by dividing (i) the product obtained by
         multiplying the number of shares purchasable upon exercise of this
         Warrant prior to adjustment of the number of shares by the Exercise
         Price in effect prior to adjustment of the Exercise Price, by (ii) the
         Exercise Price in effect after such adjustment of the Exercise Price.

                  (i) Whenever there shall be an adjustment as provided in this
         Section 6, the Company shall promptly cause written notice thereof to
         be sent by registered mail, postage prepaid, to the Holder, at its
         address as it shall appear in the Warrant Register, which notice shall
         be accompanied by an officer's certificate setting forth the number of
         Warrant Shares purchasable upon the exercise of this Warrant and the
         Exercise Price after such adjustment and setting forth a brief
         statement of the facts requiring such adjustment and the computation
         thereof, which officer's certificate shall be conclusive evidence of
         the correctness of any such adjustment absent manifest error.

                  (j) The Company shall not be required to issue fractions of
         shares of Common Stock or other capital stock of the Company upon the
         exercise or conversion of this Warrant. If any fraction of a share
         would be issuable on the exercise or conversion of this Warrant (or
         specified portions thereof), the Company shall purchase such fraction
         for an amount in cash equal to the same fraction of the Current Market
         Price of such share of Common Stock on the date of exercise or
         conversion of this Warrant.

         7.       (a) In case of any consolidation with or merger of the
         Company with or into another corporation (other than a merger or
         consolidation in which the Company is the surviving or continuing
         corporation), or in case of any sale, lease, or conveyance to another
         corporation of the property and assets of any nature of the Company as
         an entirety or substantially as an entirety, such successor, leasing,
         or purchasing corporation, as the case may be, shall (i) execute with
         the Holder an agreement providing that the Holder shall have the right
         thereafter to receive upon exercise or conversion of this Warrant
         solely the kind and amount of shares of stock and other securities,
         property, cash, or any combination thereof receivable upon such
         consolidation, merger, sale, lease, or conveyance by a holder of the
         number of shares of Common Stock for which this Warrant might have been
         exercised or converted immediately prior to such consolidation, merger,
         sale, lease, or conveyance, and (ii) make effective provision in its
         certificate of incorporation or otherwise, if necessary, to effect such
         agreement. Such agreement shall provide for adjustments which shall be
         as nearly equivalent as practicable to the adjustments in Section 6.

<PAGE>   8

                  (b) In case of any reclassification or change of the shares of
         Common Stock issuable upon exercise or conversion of this Warrant
         (other than a change in par value or from no par value to a specified
         par value, or as a result of a subdivision or combination, but
         including any change in the shares into two or more classes or series
         of shares), or in case of any consolidation or merger of another
         corporation into the Company in which the Company is the continuing
         corporation and in which there is a reclassification or change
         (including a change to the right to receive cash or other property) of
         the shares of Common Stock (other than a change in par value, or from
         no par value to a specified par value, or as a result of a subdivision
         or combination, but including any change in the shares into two or more
         classes or series of shares), the Holder shall have the right
         thereafter to receive upon exercise or conversion of this Warrant
         solely the kind and amount of shares of stock and other securities,
         property, cash, or any combination thereof receivable upon such
         reclassification, change, consolidation, or merger by a holder of the
         number of shares of Common Stock for which this Warrant might have been
         exercised or converted immediately prior to such reclassification,
         change, consolidation, or merger. Thereafter, appropriate provision
         shall be made for adjustments which shall be as nearly equivalent as
         practicable to the adjustments in Section 6.

                  (c) The above provisions of this Section 7 shall similarly
         apply to successive reclassifications and changes of shares of Common
         Stock and to successive consolidations, mergers, sales, leases, or
         conveyances.

         8. In case at any time the Company shall propose

                  (a) to pay any dividend or make any distribution on shares of
         Common Stock in shares of Common Stock or make any other distribution
         (other than regularly scheduled cash dividends which are not in a
         greater amount per share than the most recent such cash dividend) to
         all holders of Common Stock; or

                  (b) to issue any rights, warrants, or other securities to all
         holders of Common Stock entitling them to purchase any additional
         shares of Common Stock or any other rights, warrants, or other
         securities; or

                  (c) to effect any reclassification or change of outstanding
         shares of Common Stock, or any consolidation, merger, sale, lease, or
         conveyance of property, described in Section 7; or

                  (d) to effect any liquidation, dissolution, or winding-up of
         the Company; or

                  (e) to take any other action which would cause an adjustment
         to the Exercise Price;

<PAGE>   9

then, and in any one or more of such cases, the Company shall give written
notice thereof, by registered mail, postage prepaid, to the Holder at the
Holder's address as it shall appear in the Warrant Register, mailed at least 15
days prior to (i) the date as of which the holders of record of shares of Common
Stock to be entitled to receive any such dividend, distribution, rights,
warrants, or other securities are to be determined, (ii) the date on which any
such reclassification, change of outstanding shares of Common Stock,
consolidation, merger, sale, lease, conveyance of property, liquidation,
dissolution, or winding-up is expected to become effective, and the date as of
which it is expected that holders of record of shares of Common Stock shall be
entitled to exchange their shares for securities or other property, if any,
deliverable upon such reclassification, change of outstanding shares,
consolidation, merger, sale, lease, conveyance of property, liquidation,
dissolution, or winding-up, or (iii) the date of such action which would require
an adjustment to the Exercise Price.

         9. The issuance of any shares or other securities upon the exercise or
conversion of this Warrant, and the delivery of certificates or other
instruments representing such shares or other securities, shall be made without
charge to the Holder for any tax or other charge in respect of such issuance.
The Company shall not, however, be required to pay any tax which may be payable
in respect of any transfer involved in the issue and delivery of any certificate
in a name other than that of the Holder and the Company shall not be required to
issue or deliver any such certificate unless and until the person or persons
requesting the issue thereof shall have paid to the Company the amount of such
tax or shall have established to the satisfaction of the Company that such tax
has been paid.

         10.       (a) If, at any time prior to April 17, 2001, the Company
         shall file a registration statement (other than on Form S-4, Form S-8,
         or any successor form) with the Securities and Exchange Commission (the
         "Commission") while any Warrant or Warrant Shares are outstanding, the
         Company shall give the Holder at least 45 days prior written notice of
         the filing of such registration statement. If requested by the Holder
         in writing within 30 days after receipt of any such notice, the Company
         shall, at the Company's sole expense (other than the fees and
         disbursements of counsel for the Holder and the underwriting discounts,
         if any, payable in respect of the Warrant or Warrant Shares sold by the
         Holder), register or qualify all or, at the Holders' option, any
         portion of the Warrant or Warrant Shares of the Holder concurrently
         with the registration of such other securities, all to the extent
         requisite to permit the public offering and sale of the Warrant or
         Warrant Shares through the facilities of all appropriate securities
         exchanges and the over-the-counter market, and will use its best
         efforts through its officers, directors, auditors, and counsel to cause
         such registration statement to become effective as promptly as
         practicable. Notwithstanding the foregoing, if the managing underwriter
         of any such offering shall advise the Company in writing that, in its
         opinion, the distribution of all or a portion of the Warrant or Warrant
         Shares requested to be included in the registration concurrently with
         the securities being registered by the Company would materially
         adversely affect the distribution of such securities by the Company for
         its own account, then the Holder shall delay the offering and sale of
         Warrant or Warrant Shares (or the portions thereof so designated by
         such managing underwriter) for such period, not to exceed 90 days (the
         "Delay Period"), as the managing underwriter shall request, provided
         that no such delay shall be required as

<PAGE>   10

         to any Warrant or Warrant Shares if any securities of the Company are
         included in such registration statement and eligible for sale during
         the Delay Period for the account of any person other than the Company
         and the Holder unless the securities included in such registration
         statement and eligible for sale during the Delay Period for such other
         person shall have been reduced pro rata to the reduction of the Warrant
         or Warrant Shares which were requested to be included and eligible for
         sale during the Delay Period in such registration. As used herein,
         "Warrant or Warrant Shares" shall mean the Warrants and the Warrant
         Shares and the Conversion Shares which, in each case, have not been
         previously sold pursuant to a registration statement or Rule 144
         promulgated under the Act.

                  (b) If, at any time prior to April 17, 2001, the Company shall
         receive a written request, from the Holder to register the sale of all
         or a portion of the Warrant or Warrant Shares, the Company shall, as
         promptly as practicable, prepare and file with the Commission a
         registration statement sufficient to permit the public offering and
         sale of the Warrant or Warrant Shares through the facilities of all
         appropriate securities exchanges and the over-the-counter market, and
         will use its best efforts through its officers, directors, auditors,
         and counsel to cause such registration statement to become effective as
         promptly as practicable; provided, however, that the Company shall only
         be obligated to file one such registration statement for which all
         expenses incurred in connection with such registration (other than the
         fees and disbursements of counsel for the Holder and underwriting
         discounts, if any, payable in respect of the Warrant or Warrant Shares
         sold by the Holder) shall be borne by the Company and one additional
         such registration statement for which all such expenses shall be paid
         by the Holder. Within three business days after receiving any request
         contemplated by this Section 10(b), the Company shall give written
         notice to the Holder, advising each of them that the Company is
         proceeding with such registration.

                  (c) In the event of a registration pursuant to the provisions
         of this Section 10, the Company shall use its best efforts to cause the
         Warrant or Warrant Shares so registered to be registered or qualified
         for sale under the securities or blue sky laws of such jurisdictions as
         the Holder may reasonably request; provided, however, that the Company
         shall not be required to qualify to do business in any state by reason
         of this Section 10(c) in which it is not otherwise required to qualify
         to do business.

                  (d) The Company shall keep effective any registration or
         qualification contemplated by this Section 10 and shall from time to
         time amend or supplement each applicable registration statement,
         preliminary prospectus, final prospectus, application, document, and
         communication for such period of time as shall be required to permit
         the Holder to complete the offer and sale of the Warrant or Warrant
         Shares covered thereby. The Company shall in no event be required to
         keep any such registration or qualification in effect for a period in
         excess of nine months from the date on which the Holder is first free
         to sell such Warrant or Warrant Shares; provided, however, that, if the
         Company is required to keep any such registration or qualification in
         effect with respect to securities other than the Warrant or Warrant
         Shares beyond such period, the Company shall keep such registration or
         qualification in

<PAGE>   11

         effect as it relates to the Warrant or Warrant Shares for so long as
         such registration or qualification remains or is required to remain in
         effect in respect of such other securities.

                  (e) In the event of a registration pursuant to the provisions
         of this Section 10, the Company shall furnish to the Holder such number
         of copies of the registration statement and of each amendment and
         supplement thereto (in each case, including all exhibits), such
         reasonable number of copies of each prospectus contained in such
         registration statement and each supplement or amendment thereto
         (including each preliminary prospectus), all of which shall conform to
         the requirements of the Act and the rules and regulations thereunder,
         and such other documents, as the Holder may reasonably request to
         facilitate the disposition of the Warrant or Warrant Shares included in
         such registration.

                  (f) In the event of a registration pursuant to the provisions
         of this Section 10, the Company shall furnish the Holder so registered
         with an opinion of its counsel (reasonably acceptable to the Holder) to
         the effect that (i) the registration statement has become effective
         under the Act and no order suspending the effectiveness of the
         registration statement, preventing or suspending the use of the
         registration statement, any preliminary prospectus, any final
         prospectus, or any amendment or supplement thereto has been issued, nor
         has the Commission or any securities or blue sky authority of any
         jurisdiction instituted or threatened to institute any proceedings with
         respect to such an order, (ii) the registration statement and each
         prospectus forming a part thereof (including each preliminary
         prospectus), and any amendment or supplement thereto, complies as to
         form with the Act and the rules and regulations thereunder, and (iii)
         such counsel has no knowledge of any material misstatement or omission
         in such registration statement or any prospectus, as amended or
         supplemented. Such opinion shall also state the jurisdictions in which
         the Warrant or Warrant Shares have been registered or qualified for
         sale pursuant to the provisions of Section 10(c).

                  (g) In the event of a registration pursuant to the provision
         of this Section 10, the Company shall enter into a cross-indemnity
         agreement and a contribution agreement, each in customary form, with
         each underwriter, if any, and, if requested, enter into an underwriting
         agreement containing conventional representations, warranties,
         allocation of expenses, and customary closing conditions, including,
         but not limited to, opinions of counsel and accountants' cold comfort
         letters, with any underwriter who acquires any Warrant or Warrant
         Shares.

                  (h) The Company agrees that until all the Warrant or Warrant
         Shares have been sold under a registration statement or pursuant to
         Rule 144 under the Act, it shall keep current in filing all reports,
         statements and other materials required to be filed with the Commission
         to permit the Holder to sell the Warrant or Warrant Shares under Rule
         144.

                  (i) Except for rights granted hereof, the Company will not,
         without the written consent of the Holder, grant to any persons the
         right to request the Company

<PAGE>   12

         to register any securities of the Company, provided that the Company
         may grant such registration rights to other persons so long as such
         rights are subordinate to the rights of the Holder.

         11.       (a) Subject to the conditions set forth below, the Company
         agrees to indemnify and hold harmless the Holder, its officers,
         directors, partners, employees, agents, and counsel, and each person,
         if any, who controls any such person within the meaning of Section 15
         of the Act or Section 20(a) of the Securities Exchange Act of 1934, as
         amended (the "Exchange Act"), from and against any and all loss,
         liability, charge, claim, damage, and expense whatsoever (which shall
         include, for all purposes of this Section 11, but not be limited to,
         attorneys' fees and any and all reasonable expense whatsoever incurred
         in investigating, preparing, or defending against any litigation,
         commenced or threatened, or any claim whatsoever, and any and all
         amounts paid in settlement of any claim or litigation), as and when
         incurred, arising out of, based upon, or in connection with (i) any
         untrue statement or alleged untrue statement of a material fact
         contained (A) in any registration statement, preliminary prospectus, or
         final prospectus (as from time to time amended and supplemented), or
         any amendment or supplement thereto, relating to the sale of any of the
         Warrant or Warrant Shares, or (B) in any application or other document
         or communication (in this Section 11 collectively called an
         "application") executed by or on behalf of the Company or based upon
         written information furnished by or on behalf of the Company filed in
         any jurisdiction in order to register or qualify any of the Warrant or
         Warrant Shares under the securities or blue sky laws thereof or filed
         with the Commission or any securities exchange; or any omission or
         alleged omission to state a material fact required to be stated therein
         or necessary to make the statements therein not misleading, unless such
         statement or omission was made in reliance upon and in conformity with
         written information furnished to the Company with respect to the Holder
         by or on behalf of the Holder expressly for inclusion in any
         registration statement, preliminary prospectus, or final prospectus, or
         any amendment or supplement thereto, or in any application, as the case
         may be, or (ii) any breach of any representation, warranty, covenant,
         or agreement of the Company contained in this Warrant. The foregoing
         agreement to indemnify shall be in addition to any liability the
         Company may otherwise have, including liabilities arising under this
         Warrant.

                  If any action is brought against the Holder or any of its
         officers, directors, partners, employees, agents, or counsel, or any
         controlling persons of such person (an "indemnified party") in respect
         of which indemnity may be sought against the Company pursuant to the
         foregoing paragraph, such indemnified party or parties shall promptly
         notify the Company in writing of the institution of such action (but
         the failure so to notify shall not relieve the Company from any
         liability pursuant to this Section 11(a) and the Company shall promptly
         assume the defense of such action, including the employment of counsel
         (reasonably satisfactory to such indemnified party or parties) and
         payment of expenses. Such indemnified party or parties shall have the
         right to employ its or their own counsel in any such case, but the fees
         and expenses of such counsel shall be at the expense of such
         indemnified party or parties unless the employment of such counsel
         shall have been authorized in writing by the Company in

<PAGE>   13

         connection with the defense of such action or the Company shall not
         have promptly employed counsel reasonably satisfactory to such
         indemnified party or parties to have charge of the defense of such
         action or such indemnified party or parties shall have reasonably
         concluded that there may be one or more legal defenses available to it
         or them or to other indemnified parties which are different from or
         additional to those available to the Company, in any of which events
         such fees and expenses shall be borne by the Company and the Company
         shall not have the right to direct the defense of such action on behalf
         of the indemnified party or parties. Anything in this Section 11 to the
         contrary notwithstanding, the Company shall not be liable for any
         settlement of any such claim or action effected without its written
         consent, which shall not be unreasonably withheld. The Company shall
         not, without the prior written consent of each indemnified party that
         is not released as described in this sentence, settle or compromise any
         action, or permit a default or consent to the entry of judgment in or
         otherwise seek to terminate any pending or threatened action, in
         respect of which indemnity may be sought hereunder (whether or not any
         indemnified party is a party thereto), unless such settlement,
         compromise, consent, or termination includes an unconditional release
         of each indemnified party from all liability in respect of such action.
         The Company agrees promptly to notify the Holder of the commencement of
         any litigation or proceedings against the Company or any of its
         officers or directors in connection with the sale of any Warrant or
         Warrant Shares or any preliminary prospectus, prospectus, registration
         statement, or amendment or supplement thereto, or any application
         relating to any sale of any Warrant or Warrant Shares.

                  (b) The Holder agrees to indemnify and hold harmless the
         Company, each director of the Company, each officer of the Company who
         shall have signed any registration statement covering Warrant or
         Warrant Shares held by the Holder, each other person, if any, who
         controls the Company within the meaning of Section 15 of the Act or
         Section 20(a) of the Exchange Act, and its or their respective counsel,
         to the same extent as the foregoing indemnity from the Company to the
         Holder in Section 11(a), but only with respect to statements or
         omissions, if any, made in any registration statement, preliminary
         prospectus, or final prospectus (as from time to time amended and
         supplemented), or any amendment or supplement thereto, or in any
         application, in reliance upon and in conformity with written
         information furnished to the Company with respect to the Holder by or
         on behalf of the Holder expressly for inclusion in any such
         registration statement, preliminary prospectus, or final prospectus, or
         any amendment or supplement thereto, or in any application, as the case
         may be. If any action shall be brought against the Company or any other
         person so indemnified based on any such registration statement,
         preliminary prospectus, or final prospectus, or any amendment or
         supplement thereto, or in any application, and in respect of which
         indemnity may be sought against the Holder pursuant to this Section
         11(b), the Holder shall have the rights and duties given to the
         Company, and the Company and each other person so indemnified shall
         have the rights and duties given to the indemnified parties, by the
         provisions of Section 11(a).

                  (c) To provide for just and equitable contribution, if (i) an
         indemnified party makes a claim for indemnification pursuant to Section
         11(a) or 11(b)

<PAGE>   14

         (subject to the limitations thereof) but it is found in a final
         judicial determination, not subject to further appeal, that such
         indemnification may not be enforced in such case, even though this
         Agreement expressly provides for indemnification in such case, or (ii)
         any indemnified or indemnifying party seeks contribution under the Act,
         the Exchange Act or otherwise, then the Company (including for this
         purpose any contribution made by or on behalf of any director of the
         Company, any officer of the Company who signed any such registration
         statement, any controlling person of the Company, and its or their
         respective counsel), as one entity, and the Holder (including for this
         purpose any contribution by or on behalf of an indemnified party), as a
         second entity, shall contribute to the losses, liabilities, claims,
         damages, and expenses whatsoever to which any of them may be subject,
         on the basis of relevant equitable considerations such as the relative
         fault of the Company and such Holder in connection with the facts which
         resulted in such losses, liabilities, claims, damages, and expenses.
         The relative fault, in the case of an untrue statement, alleged untrue
         statement, omission, or alleged omission, shall be determined by, among
         other things, whether such statement, alleged statement, omission, or
         alleged omission relates to information supplied by the Company or by
         such Holder, and the parties' relative intent, knowledge, access to
         information, and opportunity to correct or prevent such statement,
         alleged statement, omission, or alleged omission. The Company and the
         Holder agree that it would be unjust and inequitable if the respective
         obligations of the Company and the Holder for contribution were
         determined by pro rata or per capita allocation of the aggregate
         losses, liabilities, claims, damages, and expenses (even if the Holder
         and the other indemnified parties were treated as one entity for such
         purpose) or by any other method of allocation that does not reflect the
         equitable considerations referred to in this Section 11(c). In no case
         shall the Holder be responsible for a portion of the contribution
         obligation imposed on it in excess of its pro rata share based on the
         number of shares of Common Stock owned (or which would be owned upon
         exercise of all Warrant or Warrant Shares) by it and included in such
         registration as compared to the total number of shares of Common Stock
         included in such registration. No person guilty of a fraudulent
         misrepresentation (within the meaning of Section 11(f) of the Act)
         shall be entitled to contribution from any person who is not guilty of
         such fraudulent misrepresentation. For purposes of this Section 11(c),
         each person, if any, who controls the Holder within the meaning of
         Section 15 of the Act or Section 20(a) of the Exchange Act and each
         officer, director, partner, employee, agent, and counsel of each such
         Holder or control person shall have the same rights to contribution as
         such Holder or control person and each person, if any, who controls the
         Company within the meaning of Section 15 of the Act or Section 20(a) of
         the Exchange Act, each officer of the Company who shall have signed any
         such registration statement, each director of the Company, and its or
         their respective counsel shall have the same rights to contribution as
         the Company, subject in each case to the provisions of this Section
         11(c). Anything in this Section 11(c) to the contrary notwithstanding,
         no party shall be liable for contribution with respect to the
         settlement of any claim or action effected without its written consent.
         This Section 11(c) is intended to supersede any right to contribution
         under the Act, the Exchange Act or otherwise.

<PAGE>   15

         12. Unless registered pursuant to the provisions of Section 10 hereof,
the Warrant Shares or Conversion Shares issued upon exercise or conversion of
the Warrants shall be subject to a stop transfer order and the certificate or
certificates evidencing such Warrant Shares shall bear the following legend:

         "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
         UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THESE SHARES MAY NOT BE
         OFFERED OR SOLD IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION
         FROM REGISTRATION UNDER SUCH ACT."

         13. Upon receipt of evidence satisfactory to the Company of the loss,
theft, destruction, or mutilation of this Warrant (and upon surrender of this
Warrant if mutilated), and upon reimbursement of the Company's reasonable
incidental expenses, the Company shall execute and deliver to the Holder thereof
a new Warrant of like date, tenor, and denomination.

         14. The Holder shall not have, solely on account of such status, any
rights of a stockholder of the Company, either at law or in equity, or to any
notice of meetings of stockholders or of any other proceedings of the Company,
except as provided in this Warrant.

         15. This Warrant shall be construed in accordance with the laws of the
State of New York applicable to contracts made and performed within such State,
without regard to principles of conflicts of law.

         16. The Company irrevocably consents to the jurisdiction of the courts
of the State of New York and of any federal court located in such State in
connection with any action or proceeding arising out of or relating to this
Warrant, any document or instrument delivered pursuant to, in connection with or
simultaneously with this Warrant, or a breach of this Warrant or any such
document or instrument. In any such action or proceeding, the Company waives
personal service of any summons, complaint or other process and agrees that
service thereof may be made in accordance with Section 12 of the Underwriting
Agreement. Within 30 days after such service, or such other time as may be
mutually agreed upon in writing by the attorneys for the parties to such action
or proceeding, the Company shall appear to answer such summons, complaint or
other process. Should the Company so served fail to appear or answer within such
30-day period or such extended period, as the case may be, the Company shall be
deemed in default and judgment may be entered against the Company for the amount
as demanded in any summons, complaint or other process so served.

Dated: April 17, 2000              Starbase


                                   By:
                                        ----------------------------------------
                                        Douglas S. Norman
                                        Assistant Secretary

[Seal]

<PAGE>   16

                               FORM OF ASSIGNMENT


(To be executed by the registered holder if such holder desires to transfer the
attached Warrant.)

         FOR VALUE RECEIVED, _______________________ hereby sells, assigns, and
transfers unto ______________ a Warrant to purchase __________ shares of Common
Stock, par value $[.01] per share, of [Company] (the "Company"), together with
all right, title, and interest therein, and does hereby irrevocably constitute
and appoint ________________ attorney to transfer such Warrant on the books of
the Company, with full power of substitution.

                                   Dated:
                                         --------------------------

                                   By:
                                        ----------------------------------------
                                        Signature

         The signature on the foregoing Assignment must correspond to the name
as written upon the face of this Warrant in every particular, without alteration
or enlargement or any change whatsoever.

<PAGE>   17

To: Starbase



                              ELECTION TO EXERCISE


         The undersigned hereby exercises his or its rights to purchase _______
Warrant Shares covered by the within Warrant and tenders payment herewith in the
amount of $_________ in accordance with the terms thereof, and requests that
certificates for such securities be issued in the name of, and delivered to:


_____________________________________

_____________________________________

_____________________________________

(Print Name, Address and Social Security
or Tax Identification Number)

and, if such number of Warrant Shares shall not be all the Warrant Shares
covered by the within Warrant, that a new Warrant for the balance of the Warrant
Shares covered by the within Warrant be registered in the name of, and delivered
to, the undersigned at the address stated below.


                                   Dated:
                                         --------------------------

                                   By:
                                        ----------------------------------------
                                        Print Name


                                   ---------------------------------------------
                                   Signature

Address:

_____________________________________

_____________________________________

_____________________________________

<PAGE>   18

To: Starbase



                             CASHLESS EXERCISE FORM
            (To be executed upon conversion of the attached Warrant)


         The undersigned hereby irrevocably elects to surrender its Warrant for
the number of shares of Common Stock as shall be issuable pursuant to the
cashless exercise provisions of the within Warrant, in respect of __________
shares of Common Stock underlying the within Warrant, and requests that
certificates for such securities be issued in the name of and delivered to:

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

                    (Print Name, Address and Social Security
                          or Tax Identification Number)

and, if such number of shares shall not be all the shares exchangeable or
purchasable under the within Warrant, that a new Warrant for the balance of the
Warrant Shares covered by the within Warrant be registered in the name of, and
delivered to, the undersigned at the addressed stated below.

Dated: _________________________            Name _____________________________
                                                            (Print)

Address: _____________________________________________________________


                                              __________________________________
                                                         (Signature)