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                                                                     EXHIBIT 4.3

Warrant No. __

                                Right to purchase
                                 _______ shares

                               PartsBase.com, Inc.

                        Warrant to purchase Common Stock

     THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY
STATE. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD,
OFFERED FOR SALE OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE
SECURITIES LAWS OR AN OPINION OF COUNSEL SATISFACTORY IN FORM AND SUBSTANCE TO
COUNSEL FOR THE CORPORATION THAT THE TRANSACTION SHALL NOT RESULT IN A VIOLATION
OF STATE OR FEDERAL SECURITIES LAWS.

Registered Owner: Gunn Allen Financial, Inc.

     For value received, PartsBase.com, Inc., a Texas corporation (the
"Corporation"), grants the following rights to the registered owner of this
Warrant:

     (a) ISSUE. Upon tender to the Corporation (as defined in paragraph (e)
hereof), the Corporation shall issue to the registered owner hereof the number
of shares specified in paragraph (b) hereof of fully paid and nonassessable
shares of Common Stock of the Corporation that the registered owner is otherwise
entitled to purchase.

     (b) NUMBER OF SHARES. The number of shares of Common Stock of the
Corporation that the registered owner of this Warrant is entitled to receive
upon exercise of this Warrant is ______ shares. The Corporation shall at all
times reserve and hold available sufficient shares of Common Stock to satisfy
all conversion and purchase rights represented by outstanding convertible
securities, options and warrants, including this Warrant. The corporation
covenants and agrees that all shares of Common Stock that may be issued upon
the exercise of this Warrant shall, upon issuance, be duly and validly
issued, fully paid and nonassessable, and free from all taxes, liens and
charges with respect to the purchase and the issuance of the shares.

     (c) EXERCISE PRICE. The exercise price of this Warrant, the price at which
the shares of stock purchasable upon exercise of this Warrant may be purchased,
is Two Dollars ($2.00) per share.

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     (d) EXERCISE PERIOD. This Warrant may only be exercised on or after
September 1, 1999, and on or before September 1, 2002 ("Exercise Period"). If
not exercised during this period, this Warrant and all rights granted under this
Warrant shall expire and lapse.

     (e) TENDER. The exercise of this Warrant must be accomplished by actual
delivery of the Exercise Price in cash, certified check, or official bank draft
in lawful money of the United States of America, and by actual delivery of a
duly executed form, a copy of which is attached to this Warrant as Exhibit "1,"
properly executed by the registered owner of this Warrant, and by surrender of
this Warrant. The payment and exercise form must be delivered, personally or by
mail, to the offices of the Corporation at 7171 N. Federal Highway, Boca Raton,
Florida 33487. Documents sent by mail shall be deemed to be delivered when they
are received by the Corporation.

     (f) CASHLESS TENDER. The registered owner in its sole and absolute
discretion may exercise this warrant without tender of the exercise price. The
registered owner shall receive the number of shares determined by (1)
subtracting the cumulative exercise price from cumulative fair market value of
the shares for which the warrant is exercised and (2) dividing the amount
determined in (1) by the fair market value of a share on the date of exercise.

     For these purposes, the fair market value of a share of stock in the event
that the stock is traded on the NASDAQ National Market System, is equal to the
mean between the bid and asked quotation for the Common Stock as to any date (as
reported by a recognized stock quotation service) or, in the event that there
shall be no bid or asked quotations as to a date, then upon the basis of the
mean between the bid and asked quotations on the date nearest preceding that
date. If the stock is listed and traded upon a recognized securities exchange,
the fair market value shall be based upon the reported closing price at which
such shares were traded on such recognized exchange as to any date or, if the
stock was not traded on said date, upon the basis of the closing price on the
date nearest preceding that date. If the stock is neither (i) traded on the Over
the Counter market or (ii) listed on a recognized Securities Exchange, the fair
market value shall be based on the value of the stock as of that date according
to an independent appraiser.

     (g) RECOGNITION OF REGISTERED OWNER. Prior to due presentment for
registration of transfer of this Warrant, the Corporation may deem and treat the
registered owner or owners for all purposes, as the person or persons
exclusively entitled to receive notices concerning this Warrant, and as the
person or persons otherwise entitled to exercise rights under this Warrant.

     Except as otherwise provided herein, this Warrant and all rights under it
are transferable by the registered owner or owners in person or by duly
authorized attorneys on the books of the Corporation upon the surrender of this
Warrant to the Corporation with the transfer or assignment form, a copy of which
is attached to this Warrant as Exhibit "2," properly completed and executed. The
transfer or assignment form and this Warrant must


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be delivered, personally or by mail, to the offices of the Corporation at 7171
N. Federal Highway, Boca Raton, Florida 33487.

     (h) NOTICE TO REGISTERED WARRANT HOLDERS. Any and all notices given to the
owner or owners of this Warrant must be given by first class mail, postage
prepaid, addressed to the registered owner or owners of this Warrant at the
address or addresses of the owner or owners appearing in the records of the
Corporation. No notice or notices to the owner or owners of this Warrant are
required except as specified in this Warrant.

     (i) RESTRICTED STOCK; REGISTRATION. The shares of Common Stock of the
Corporation (or the shares into which the Common Stock has been changed or
converted) purchased upon exercise of this Warrant ("Restricted Stock") or
purchasable upon exercise of this Warrant ("Underlying Stock") shall not be
transferable except upon the conditions stated below, which are intended to
insure compliance with federal and state securities laws. The certificates
representing these shares of stock, unless the same are registered prior to
exercise of this Warrant, shall be stamped or otherwise imprinted with a legend
in substantially the following form:

     "The securities represented by this Certificate have not been registered
     under the Securities Act of 1933, as amended, or the securities laws of any
     state. The securities have been acquired for investment and may not be
     sold, offered for sale or transferred in the absence of an effective
     registration under the Securities Act of 1933, as amended, and any
     applicable state securities laws or an opinion of counsel satisfactory in
     form and substance to counsel for the Corporation that the transaction
     shall not result in a violation of state or federal securities laws."

     (j) LIMITED RIGHTS. This Warrant does not entitle the record owner of this
Warrant to any voting rights, to any other rights of a stockholder of the
Corporation, or to any other rights whatsoever, except for the rights that are
expressed as rights and set forth in this Warrant. No dividends are or shall be
payable, or shall accrue, on or with respect to this Warrant or any interest
represented by this Warrant or on the shares purchasable upon exercise hereof
until or unless, and except to the extent that, this Warrant is exercised.

     (k) EFFECT OF STOCK CHANGES. If, at any time or from time to time the
Corporation, by stock dividend, stock split, subdivision, reverse split,
consolidation, reclassification of shares, or otherwise, changes as a whole its
outstanding Common Stock into a different number or class of shares, then,
immediately upon the occurrence of the change,

     (1)  the class of shares into which the Common Stock has been changed shall
          replace the Common Stock, for the purposes of this Warrant and the
          terms and conditions hereof, so that the registered owner or owners of
          this Warrant shall be entitled to receive, and shall receive upon
          exercise of this Warrant, shares of the class of stock into which the
          Common Stock had been changed;


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     (2)  the number of shares purchasable upon exercise of this Warrant shall
          be proportionately adjusted (for example, if the outstanding Common
          Stock of the Corporation is converted into X stock at the rate of
          (one) 1 share of Common Stock into (three) 3 shares of X stock, and
          prior to the change the registered owner or owners of this Warrant
          were entitled, upon exercise of this Warrant, to purchase one hundred
          shares of Common Stock, then the registered owner or owners shall,
          after the change, be entitled to purchase three hundred shares of X
          stock for the total same exercise price that the owner or owners had
          to pay prior to the change to purchase the one hundred shares of
          Common Stock); and

     (3)  the purchase price per share shall be proportionately adjusted. (In
          the above example, the purchase price per share would be reduced by
          one-third.)

     Irrespective of any adjustment or change in the number or class of shares
purchasable under this or any other Warrant or like tenor, or in the purchase
price per share, this Warrant, as well as any other warrant of like tenor, may
continue to express the purchase price per share and the number and class of
shares purchasable upon exercise of this Warrant as the purchase price per share
and the number and class of shares purchasable were expressed in this Warrant
when it was initially issued.

     (l) EFFECT OF MERGER. If at any time while this Warrant is outstanding
another corporation merges into the Corporation, the registered owner or owners
of this Warrant shall be entitled, immediately after the merger becomes
effective and upon exercise of this Warrant, to obtain the same number of shares
of Common Stock of the Corporation (or shares into which the Common Stock has
been changed as provided in the paragraph of this Warrant covering changes) that
the owner or owners were entitled upon the exercise hereof to obtain immediately
before the merger became effective at the same exercise price. The Corporation
shall take any and all steps necessary in connection with the merger to assure
that sufficient shares of Common Stock to satisfy all conversion and purchase
rights represented by outstanding convertible securities, options and warrants,
including this Warrant, are available so that these convertible securities,
options and warrants, including this Warrant, may be exercised.

     (m) EFFECT OF CONSOLIDATION OR SALE. Notwithstanding any provision of this
Warrant concerning the callability of this Warrant, if the Corporation
consolidates with or merges into another corporation or other entity in a
transaction in which the Corporation is not the surviving corporation, or
receives an offer to purchase or lease all or substantially all of the assets of
the Corporation or an offer to purchase fifty percent (50%) or more of the
issued and outstanding Common Stock of the Corporation, or if all or
substantially all of the assets of Company are sold or leased or fifty percent
(50%) or more of the issued and outstanding Common Stock of the Corporation is
purchased by any person or group of persons acting in concert, then this Warrant
shall be called by the Corporation. The right to exercise this


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Warrant shall terminate when it is called. The call price shall be determined by
the board of directors of the Corporation, but shall not be less than the
greater of the median value of the shares of Common Stock purchasable upon
exercise of this Warrant in the market in which the shares are principally
traded at the time the event triggering the call occurs, or the value of the
securities or the other consideration that shall be received in the transaction
by the owner of a number of outstanding shares of Common Stock equal to the
number of shares purchasable upon exercise of this Warrant. This call price
shall be payable to the registered owner or owners of this Warrant upon its
surrender for cancellation at the offices of the Corporation, together with the
transfer or assignment form which forms a part hereof, duly completed and
executed in blank.

     (n) DISSOLUTION. In the event that a voluntary or involuntary dissolution,
liquidation or winding up of the Corporation (other than in connection with a
merger where the Corporation is the surviving corporation as covered in this
Warrant, or a merger or consolidation with or into another corporation, a sale
or lease of all or substantially all of the assets of the Corporation, or a sale
of a specified portion or percentage or its stock as covered in this Warrant) is
at any time proposed during the term of this Warrant, the Corporation shall give
written notice to the registered owner or owners of this Warrant at least thirty
(30) days prior to the record date of the proposed transaction. The notice must
contain: (1) the date on which the transaction is to take place; (2) the record
date (which must be at least thirty (30) days after the giving of the notice) as
of which holders of the Common Stock entitled to receive distributions as a
result of the transaction shall be determined; (3) a brief description of the
transaction; (4) a brief description of the distributions, if any, to be made to
holders of the Common Stock as a result of the transaction; and (5) an estimate
of the fair market value of the distributions. On the date of the transaction,
if it actually occurs, this Warrant and all rights existing under this Warrant
shall terminate.

     (o) NOTICE OF ADJUSTMENT. On the happening of an event requiring an
alteration or adjustment of the shares purchasable upon exercise of this
Warrant, or an alteration or adjustment of their number or designation, the
Corporation shall give written notice to the registered owner or owners of this
Warrant stating the adjusted number, designation and kind of securities or other
property obtainable upon exercise of this Warrant as a result of and following
the event. The notice shall set forth in reasonable detail the method of
calculation determining the securities or property obtainable after the event,
and the facts upon which the calculation is based. The Corporation's board of
directors, acting in good faith, shall determine the calculation.

     (p) CHANGE OF ADDRESSES. Either party may change the address at which it is
to receive notices and written correspondence by providing written notice to the
other party of such change of address.

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        IN WITNESS WHEREOF, the Corporation has signed this Warrant by its duly
authorized officers this _______ day of ___________, 2000.

                                            PartsBase.com, Inc.

                                            By:
                                               -----------------------------
                                                   Robert A. Hammond,
                                                   President


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