<PAGE>
                                                                     EXHIBIT 4.4


                               PARTSBASE.COM, INC.




                             SUBSCRIPTION DOCUMENTS


<PAGE>


                             SUBSCRIPTION AGREEMENT


PartsBase.com, Inc.
7171 N Federal Highway
Suite 100
Boca Raton, Florida 33487


Dear Sir:

     1.   SUBSCRIPTION. I hereby acknowledge receipt of the Confidential Private
Placement Memorandum dated June 9, 1999 ("Memorandum") of PartsBase.com, Inc., a
Texas corporation (the "Company"). I hereby subscribe to purchase the number of
Notes ( 8% Secured Subordinated Convertible Notes (the "Notes") described in the
last page of this Subscription Agreement at a purchase price of $25,000 per
Note. The Notes are being sold in increments of $25,000 with a minimum
investment of $25,000 subject to the Company's right to reduce such amounts in
its sole discretion.

     2.   ACCEPTANCE OF SUBSCRIPTION. I am herewith tendering payment in the
amount described on the last page of this Subscription Agreement for the Notes.
I have made my check or money order payable to "PartsBase.com, Inc." for the
full purchase price. I understand that the Company is offering the Notes on a
"best efforts" basis. There is no minimum number of Notes that must be sold and
no refund will be made if less than all 80 Notes are sold. The offering will
continue until the close of business on July 31, 1999, subject to an extension
in the discretion of the Company for an additional period of up to 30 days. The
offering period may be extended for up to 10 business days for bank collection
purposes only. All subscriptions for the Notes being offered through the Company
when, as, and if received, and accepted by the Company, are subject to prior
sale, allotment and withdrawal, and subject further to approval of certain legal
matters by counsel and the right to reject any order in whole or in part and to
certain further conditions.

     3.   REPRESENTATIONS AND WARRANTIES OF THE UNDERSIGNED. I hereby represent,
warrant and acknowledge to the Company as follows:

     (a)  I can bear the economic risk of this investment and can afford a
complete loss thereof. I (i) have sufficient liquid assets to pay the full
purchase price for the Notes, (ii) have adequate means of providing for my
current and presently foreseeable future needs, (iii) have no present need for
liquidity of my investment in the Notes and (iv) will not have an overall
commitment to non-marketable investments disproportionate to my net worth.

     (b)  I qualify as an "Accredited Investor" as defined in Regulation D,
under the Securities Act of 1933, as amended (the "Act") because I meet one or
more of the requirements which are set forth in Section 2 of Exhibit B which
follows this Subscription Agreement.


<PAGE>


     (c)  I and such other persons whom I have found it necessary or advisable
to consult, have sufficient knowledge and experience in business and financial
matters to evaluate the risks of the investment and to make an informed
investment decision with respect thereto.

     (d)  I have had the opportunity to ask questions of, and to receive answers
from, the Company and its representatives, with respect to the Company and the
terms and conditions of the offering. My representatives, if any, and I have
been offered access to the books and records of the Company relating to my
purchase of the Notes and which were necessary to verify the accuracy of any
information which was furnished to me. All materials and information requested
by either me or other persons representing me, including any information
requested to verify any information furnished, have been made available. The
only information which has been made available to me and upon which I have
relied is set forth in the Memorandum and in the information supplied to me to
verify same. I acknowledge that I have received no representations or warranties
from the Company, its employees or agents in making this investment decision.

     (e)  I am aware that the purchase of the Note(s) is a speculative
investment involving a high degree of risk and that there is no guarantee that I
will realize any gain from my investment and that I could lose the total amount
of my investment.

     (f)  I understand that the Company is not a public corporation, that it may
never become a public corporation and the Notes have not been registered under
the Act, nor pursuant to the provisions of the securities or other laws of any
other applicable jurisdictions. I understand that the Notes are being sold in
reliance upon the exemption for private offerings contained in Rule 506 of
Regulation D promulgated under Section 4(2) of the Act and the laws of such
jurisdictions, based upon the fact that this offering of Notes will only be made
to accredited investors (as defined in Rule 501 of Regulation D). I am fully
aware that the Notes to be acquired by me are acquired in reliance upon such
exemptions based upon my representations, warranties and agreements. I am fully
aware that I must bear the economic risk of my investment herein for the period
of time which is required by the Act because the offering has not been
registered under the Act and, therefore, the Notes cannot be offered or sold
unless subsequently registered under the Act or an exemption from such
registration is available. I understand that no federal or state agency has
passed upon or made any recommendation or endorsement of the Notes.

     (g)  I am making the investment hereunder for my own account and not for
the account of others and for investment purposes only and not with a view to or
for the transfer, assignment, resale or distribution thereof, in whole or in
part. I have no present plans to enter into any such contract, undertaking,
agreement or arrangement. I understand that the statutory basis on which the
Notes are being sold to me and others would not be available if my present
intention were to hold the Notes for a fixed period or until the occurrence of a
certain event. I realize that in the view of the Securities and Exchange
Commission ("SEC"), a purchase now with a present intent to resell by reason of
a foreseeable specific contingency or any anticipated change in the market
value, or in


<PAGE>


the condition of the Company, or that of the industry in which the business of
the Company is engaged or in connection with a contemplated liquidation, or
settlement of any loan obtained by the undersigned for the acquisition of the
Notes, and for which such Notes may be pledged as security or as donations to
religious or charitable institutions for the purpose of securing a deduction on
an income tax return, would, in fact, represent a purchase with an intent
inconsistent with my representations to you and the SEC would then regard such
sale as a sale for which the exemption from registration is not available. I
agree with the Company not to pledge, transfer or assign this Subscription
Agreement.

     (h)  PURSUANT TO THE TERMS OF THE MEMORANDUM AND THE SUBSCRIPTION
AGREEMENT, I WILL NOT BE PERMITTED TO SELL OR OTHERWISE TRANSFER THE NOTES
(AND/OR COMMON STOCK ISSUABLE UPON CONVERSION THEREOF) THAT I HAVE PURCHASED
FROM THE COMPANY WITHOUT THE CONSENT OF THE COMPANY AND THE TRANSFEREE AGREEING
TO BE BOUND BY THE PROVISIONS OF THIS AGREEMENT. FURTHER, IN THE EVENT THE
COMPANY COMPLETES AN INITIAL PUBLIC OFFERING OF ITS SECURITIES IN AN
UNDERWRITTEN OFFERING, THE UNDERSIGNED AGREES NOT TO SELL OR OTHERWISE TRANSFER
THE NOTES AND/OR COMMON STOCK ISSUABLE UPON CONVERSION THEREOF FOR A PERIOD OF
ONE YEAR FROM THE CLOSING DATE OF THE PUBLIC OFFERING WITHOUT THE PRIOR WRITTEN
CONSENT OF THE MANAGING UNDERWRITER OF SUCH OFFERING.

     (i)  The transferability of the Notes is restricted under the Federal and
state securities laws and will contain legends substantially as follows:

     "NO SALE, OFFER TO SELL OR TRANSFER OF THE NOTES (AND/OR COMMON STOCK
     ISSUABLE UPON CONVERSION THEREOF) REPRESENTED BY THIS CERTIFICATE SHALL BE
     MADE UNLESS A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS
     AMENDED, WITH RESPECT TO SUCH SECURITIES IS THEN IN EFFECT OR AN EXEMPTION
     FROM THE REGISTRATION REQUIREMENT OF SUCH ACT IS THEN IN FACT APPLICABLE TO
     SUCH TRANSFER."

     "THE SALE OR OTHER TRANSFER OF THE NOTES REPRESENTED BY THIS CERTIFICATE IS
     RESTRICTED BY AGREEMENT WITH THE CORPORATION, A COPY OF WHICH IS ON FILE AT
     THE PRINCIPAL OFFICE OF THE CORPORATION."

     (j)  I confirm that I have read the Memorandum in its entirety, including
the exhibits and risk factors contained therein.

     (k)  The undersigned (X) if an individual (i) is a citizen of the United
States, and at least 21 years of age, and (ii) is bona fide permanent resident
of and is domiciled in the state set forth on the signature page hereof and has
no present intention of becoming a resident of any other state or jurisdiction,
or (Y) if a partnership, trust, corporation or other entity, has a principal
place of business and is domiciled in the state set forth on the signature page
hereof and has no present intention of changing its principal place of business
or its domicile to any other state or jurisdiction.

     (l)  The undersigned represents that the funds provided for this investment
are either separate property of the undersigned, community property over which
the


<PAGE>


undersigned has the right of control, or are otherwise funds as to which the
undersigned has the sole right of management.

     (m)  FOR PARTNERSHIPS, CORPORATIONS, TRUSTS, OR OTHER ENTITIES ONLY: If the
undersigned is a partnership, corporation, trust or other entity, (i) the
undersigned has enclosed with this Subscription Agreement appropriate evidence
of the authority of the individual executing this Subscription Agreement to act
on its behalf (i.e., if a trust, copy of the trust agreement; if a corporation,,
a certified corporate resolution authorizing the signature and a copy of the
articles of incorporation; or if a partnership, a copy of the partnership
agreement), (ii) the undersigned represents and warrants that it was not
organized for the specific purpose of acquiring Notes, and (iii) the undersigned
has the full power and authority to execute this Subscription Agreement on
behalf of such entity and to make the representations and warranties made herein
on its behalf and this investment in the Company has been affirmatively
authorized by the governing board of such entity and is not prohibited by the
governing documents of the entity.

     I understand the meaning and legal consequences of the foregoing
representations and warranties, which are true and correct as of the date hereof
and will be true and correct as of the date that my purchase of the Notes
subscribed for herein has been accepted by the Company. Each such representation
and warranty shall survive such purchase.

     4.   REPRESENTATIONS AND WARRANTIES OF THE COMPANY.

          (a)  The Company is duly and validly incorporated and is validly
existing and in good standing as a corporation under the laws of the State of
Texas. The Company has all requisite power and authority, and all necessary
authorizations, approvals and orders required as of the date hereof to own its
properties and conduct its business as described in the Memorandum and to enter
into this Subscription Agreement and to be bound by the provisions and
conditions hereof.

          (b)  All corporate action required to be taken by the Company prior to
the issuance and sale of the Notes has been, or prior to the Closing of the sale
of the Notes, will have been taken. The Notes when issued and sold in accordance
with the Memorandum for the consideration expressed therein shall conform to the
descriptions thereof in the Memorandum and shall be duly and validly issued. The
Notes have been duly and validly authorized by proper corporate authority and
upon payment, will be validly issued, fully paid and non-assessable and free of
preemptive rights.

     5.   NO WAIVER. Except as otherwise specifically provided for hereunder, no
party shall be deemed to have waived any of his or its rights hereunder or under
any other agreement, instrument or papers signed by him or it with respect to
the subject matter hereof unless such waiver is in writing and signed by the
party waiving said right. Except as otherwise specifically provided for
hereunder, no delay or omission by any party in exercising any right with
respect to the

<PAGE>


subject matter hereof shall operate as a waiver of such right or of any such
other right. A waiver on any one occasion with respect to the subject matter
hereof shall not be construed as a bar to, or waiver of, any right or remedy on
any future occasion. All rights and remedies with respect to the subject matter
hereof, whether evidenced hereby or by any other agreement, instrument, or
paper, will be cumulative, and may be exercised separately or concurrently.

     6.   ENTIRE AGREEMENT. The parties have not made any representations or
warranties with respect to the subject matter hereof not set forth herein or in
the Memorandum. This Subscription Agreement, together with any instruments
executed simultaneously hereof, constitutes the entire agreement between the
parties with respect to the subject matter hereof. All understandings and
agreements heretofore had between the parties with respect to the subject matter
hereof are merged in this Subscription Agreement, which fully and completely
expresses their agreement.

     7.   INDEMNIFICATION. The undersigned acknowledges that he understands the
meaning and legal consequences of the representations and warranties contained
in Section 3 hereof, and he hereby agrees to indemnify and hold harmless the
Company and its officers and directors from and against any and all loss, damage
or liability (including costs and reasonable attorneys' fees) due to or arising
out of a breach of any representation, warranty or acknowledgment of the
undersigned contained in this Subscription Agreement or in the Confidential
Subscriber Questionnaire.

     8.   CHANGES. This Agreement may not be changed, modified, extended,
terminated or discharged orally, but only by an agreement in writing, which is
signed by all of the parties to this Agreement.

     9.   FURTHER DOCUMENTS. The parties agree to execute any and all such other
and further instruments and documents, and to take any and all such further
actions reasonably required to effectuate this Agreement and the intent and
purposes hereof.

<PAGE>


     10.  NOTICES. All notices or other communications required or permitted
hereunder shall be in writing and shall be mailed by Registered or Certified
Mail, Return Receipt Requested, postage prepaid, as follows:

         To the Purchaser:          To the Address listed at the end of
                                    this Subscription Agreement

         To the Company:            PartsBase.com, Inc.
                                    7171 N. Federal Highway
                                    Suite 100
                                    Boca Raton, FL 33487

         Copy to:                   GunnAllen Financial, Inc.
                                    1715 N. Westshore Blvd.
                                    Seventh Floor
                                    Tampa, FL 33607

or in each case to such other address as shall have last been furnished by like
notice. If mailing by Registered or Certified Mail is impossible due to an
absence of postal service, notice shall be in writing and personally delivered
to the aforesaid address. Each notice or communication shall be deemed to have
been given as of the date so mailed or delivered, as the case may be.

     11.  GOVERNING LAW. This Agreement shall be construed and enforced in
accordance with the internal laws of the State of Texas, without giving effect
to the principles of conflicts of law.

     12.  BINDING AGREEMENT. This Subscription Agreement shall be binding upon
and inure to the benefit of the parties hereto and their heirs, executors,
administrators, personal representatives and successors.


<PAGE>


     IN WITNESS WHEREOF, the undersigned has executed this Subscription
Agreement the date specified below.

                                      Date of Investment __________________,1999

Number of
Notes Subscribed ($25,000 per share): __________

_____________________________            _______________________________
Signature of Investor                          Signature of Spouse
                                           (or Joint Investor, if any)

_____________________________            _______________________________
Print Name of Investor                        Print Name of Spouse
                                            (or Joint Investor, if any)

_____________________________            _______________________________
Social Security Number of Investor           Social Security Number
                                         of Spouse (or Joint Investor, if any)

Investor                                 Spouse (or Joint Investor, If any)

Address: ____________________            _______________________________

         ____________________            _______________________________

         ____________________            _______________________________

ACCEPTED AND AGREED TO
THIS ____ DAY OF ________, 1999

PartsBase.com, Inc.

By:___________________________
Title:________________________

Number of Notes accepted by the
Company _______________________


<PAGE>


                                 SIGNATURE PAGE

                              (For Non-Individuals)

IN WITNESS WHEREOF, the undersigned has executed this Subscription Agreement the
date indicated in the space below.

Name of Entity (Print): _________________________

Address: ________________________________________

         ________________________________________

         ________________________________________

State of Organization: __________________________

Tax Identification Number: ______________________

By: ______________________________
    Name: ________________________          ________________________
    Title: _______________________              Date of Investment

NUMBER OF NOTES SUBSCRIBED FOR:

$                                  ($25,000 per Note)
 ---------------------------------

NUMBER OF NOTES ACCEPTED BY
THE COMPANY ___________________________

AGREED AND ACCEPTED TO THIS ___________
DAY OF ____________________, 1999

PARTSBASE.COM, INC.

By ____________________________________
                 (name and title)


<PAGE>


                                    EXHIBIT E

                               PARTSBASE.COM, INC.

                      CONFIDENTIAL SUBSCRIBER QUESTIONNAIRE

     In order to comply with the requirements of federal and state securities
laws, Notes of PARTSBASE.COM, INC. (the "Company"), may be sold only to persons
or entities meeting the suitability standards established by the Company.

     The purpose of this Statement is to obtain information from each
prospective investor relating to the investor's knowledge and experience in
financial and business matters and to the investor's ability to bear the
economic risks of the proposed investment. Such information is required in order
to determine whether or not the suitability standards have been met by the
prospective investor. Please answer questions concerning prior business and
financial experience and investment decision-making in detail.

     By signing this Statement you agree that it may be shown to such authorized
persons as the Company may deem appropriate to establish that the offer and/or
sale of this investment in the Company will not result in any violation of any
laws or regulations of any jurisdiction. Attach additional sheets if necessary
to fully answer any question. A separate Statement must be completed for each
co-owner of Notes, except that spouses may complete a joint Statement. You make
the following representations with the intent that they may be relied upon by
the Company and other persons designated by the Company.

                             (PLEASE PRINT OR TYPE)

1.   BIOGRAPHICAL INFORMATION

              (IF JOINT SUBSCRIBER, PROVIDE INFORMATION FOR BOTH.)

(a)  Name(s): ___________________________   Birthdate: _______

              ___________________________   Birthdate: _______

(b)  State of Residence: ________________

(c)  Employer or business association and position: ______________________
     _____________________________________________________________________

(d)  Business address and telephone: _____________________________
                                     _____________________________
                                     _____________________________
                                     _____________________________


<PAGE>


(e) Business and/or professional education and degrees:

         School             Location        Degree Received      Year Received

1.  -----------------  -----------------  -------------------  -----------------

2.  -----------------  -----------------  -------------------  -----------------

3.  -----------------  -----------------  -------------------  -----------------

(f) Employment during the past five years:


             Employer            Position, Nature of             Date:
     (or other association):       Responsibility:           (from - to)

                                                                 to
1.  ------------------------  ------------------------  ------------------------

                                                                 to
2.  ------------------------  ------------------------  ------------------------

                                                                 to
3.  ------------------------  ------------------------  ------------------------

                                                                 to
4.  ------------------------  ------------------------  ------------------------


(g)  References:

Reference   Name                      Address                 Account Number(s)
                                                               (if applicable)

Bank
     -------------------   ------------------------------  ---------------------

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

                           ------------------------------  ---------------------
                           (tel)
                           ------------------------------  ---------------------

Broker
       -----------------   ------------------------------  ---------------------

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

                           ------------------------------  ---------------------
                           (tel)
                           ------------------------------  ---------------------
Accountant

       (Individual)
       -----------------   ------------------------------  ---------------------

       -----------------   ------------------------------  ---------------------
             (Firm)
       -----------------   ------------------------------  ---------------------

       -----------------   ------------------------------  ---------------------
                           (tel)
                           ------------------------------  ---------------------


<PAGE>

Attorney

       (Individual)
       -----------------   ------------------------------  ---------------------

       -----------------   ------------------------------  ---------------------
             (Firm)
       -----------------   ------------------------------  ---------------------

       -----------------   ------------------------------  ---------------------
                           (tel)
                           ------------------------------  ---------------------

2.   ACCREDITED INVESTOR STATUS

     PLEASE CHECK OR INITIAL ALL THAT APPLY:

______(1) the investor is a natural person whose net worth, or joint net worth
with spouse, at the time of purchase, exceeds $1,000,000 (including the value of
home, home furnishings and automobiles).

______(2) the investor is a natural person whose individual gross income
(excluding that of spouse) exceeded $200,000 in each of the last two calendar
years, and who reasonably expects individual gross income exceeding $200,000 in
the current calendar year; or for such periods, the combined income of the
investor with spouse exceeded and is expected to exceed $300,000.

______(3) the investor is an employment benefit plan within the meaning of the
Employment Retirement Income Security Act of 1974 and either (A) the employee
benefit plan has total assets in excess of $5,000,000, or (B) if a self-directed
plan, then the investment decisions are made solely by persons that qualify as
accredited investors as defined in (i) or (ii) above.

______(4) the investor is a trust, with total assets in excess of $5,000,000,
not formed for the specific purpose of acquiring the securities offered whose
purchase is directed by a sophisticated person as described in Rule 506
(b)(2)(ii) under the Securities Act of 1933.

______(5) the investor is an entity in which all the equity owners qualify as
accredited investors.

______(6) the investor is an organization described in Section 501(c)(3) of the
Internal Revenue Code, corporation, Massachusetts or similar business trust, or
partnership, not formed for the specific purpose of acquiring the securities
offered, with total assets in excess of $5,000,000.


<PAGE>


______(7) the investor is a bank as defined in section 3(a)(2) of the Securities
Act of 1933 (the "Act"), or savings and loan association or other institution as
defined in section 3(a)(5)(A) of the Act whether acting in its individual or
fiduciary capacity; a broker or dealer registered pursuant to section 15 of the
Securities Exchange Act of 1934; an insurance company as defined in section
2(13) of the Act; an investment company registered under the Investment Company
Act of 1940 or a business development company as defined in section 2(a)(48) of
that Act; a Small Business Investment Company licensed by the U.S. Small
Business Administration under Section 301(c) or (d) of the Small Business
Investment Act of 1958; a plan established and maintained by a state, its
political subdivisions, or any agency or instrumentality of a state or its
political subdivisions for the benefit of its employees, and such plan has total
assets in excess of $5,000,000; an employee benefit plan within the meaning of
the Employee Retirement Income Security Act of 1974 and the investment decision
is made by a plan fiduciary, as defined in section 3(21) of such Act, which is
either a bank, savings and loan association, insurance company, or registered
investment adviser, or the employee benefit plan has total assets in excess of
$5,000,000 or, a self-directed plan, with investment decisions made solely by
persons that are accredited investors.

______(8) The investor is a private business development company as defined in
section 202(a)(22) of the Investment Advisers Act of 1940.

3.   PRIOR INVESTMENT EXPERIENCE OF INVESTOR (OR TRUSTEE)

(a)  Indicate by check mark which of the following categories best describes the
extent of your prior experience in the areas of investment listed below:

<TABLE>
<CAPTION>
                         More than
                         5 years        2 to 5 years   1 Year         No
                         Experience     Experience     Experience     Experience
<S>                      <C>            <C>            <C>            <C>
Corporate Stocks         __________     __________     __________     __________

Corporate Bonds          __________     __________     __________     __________

Limited
Partnerships             __________     __________     __________     __________

Stock in Privately
  Held Companies         __________     __________     __________     __________
</TABLE>


(b)  Have you invested in any Bridge Loans within the last 12 months?
     Yes___   No____
     If Yes, how many? ______

(c)  Do you make your own investment decisions with respect to the investments
listed above? Yes________ No________

<PAGE>

(d)  What are the principal sources of investment knowledge or advice? (check
all that apply):
         ___First hand experience           ___Financial publication(s)
         ___Broker(s)                       ___Investment Advisor(s)
         ___Attorney(s)                     ___Accountant(s)

(e)  Please list all financial Publications that you read regularly:

     1. _____________________

     2. _____________________

     3. _____________________

(f)  Please list any conferences or other presentations regarding financial or
investment matters that you have attended in the last 5 years:

             Conference                 Sponsor             Dated Attended

     1. _____________________   _____________________   _____________________

     2. _____________________   _____________________   _____________________

     3. _____________________   _____________________   _____________________

4.   FINANCIAL AND INVESTMENT STATUS INFORMATION

(a)  NET WORTH

Please indicate your estimated net worth and its components:

     1.   Estimated net worth, EXCLUSIVE of principal residence, furnishings of
principal residence and personal automobiles (computation of net worth may be
accomplished with reference to fair market value of assets): $_____________

     2.   Estimated net worth, INCLUDING principal residence, furnishings of
principal residence and personal automobiles (computation of the value of the
subscriber's principal residence may be accomplished with reference to fair
market value of residence): $____________


<PAGE>


(b)  GROSS INCOME

Please provide your actual or projected individual annual adjusted gross income
(including that of spouse) and joint marginal tax bracket for following years:

                           Investor's                Spouse's
                           Gross                     Gross
                           Income*                   Income*

         1997              $                         $
                            ------------              ------------
         1998              $                         $
                            ------------              ------------
         1999**            $                         $
                            ------------              ------------


     *    Gross income for these purposes means adjusted gross income (as
          reported for federal income tax purposes) increased by the following
          amounts: (i) the amount of any tax exempt interest income received and
          (ii) the amount of losses claimed for depletion.

     **   Reasonably expected.

5.   NASD ASSOCIATION OR AFFILIATION

a.   Are you or any member of your family a member of the NASD or a person
     associated with a member or do you have any association or other
     affiliation through share ownership, loans or otherwise with a member of
     the NASD or with an underwriter or related person.

     Yes______                  No_____  (If yes, describe.)

b.   Do you have any oral or written agreements with any NASD member or any
     associated persons of such member concerning the disposition of any
     securities of PartsBase.com beneficially owned by you.

     Yes______                  No_____  (If yes, describe.)

     If the investor answering this form is not an individual, please answer
     question c below.

c.   Do you know of any director, officer or holder of any class of securities
     of the investor (including a member of their family) who is (i) a member of
     the NASD, (ii) a controlling stockholder of a member of the NASD, (iii)
     associated or affiliated with a member of the NASD, or (iv) associated or
     affiliated with any placement agent or financial or legal advisor involved
     in the PartsBase.com offering.

     Yes_____          No_____  (If yes, describe.)


<PAGE>


                                 SIGNATURE PAGE

                                (For Individuals)

This page constitutes the signature page for INDIVIDUALS for the Confidential
Statement of Investor Suitability.

IN WITNESS WHEREOF, the undersigned has executed the Confidential Statement of
Investment Suitability the date indicated below.

__________________________________, 1999
Date

________________________________________   _____________________________________
Signature of Investor                      Signature of Spouse
                                           (or Joint Investor, if any)

________________________________________   _____________________________________
Print Name of Investor                     Print Name of Spouse
                                           (or Joint Investor, if any)

________________________________________   _____________________________________
Social Security Number                     Social Security Number
of Investor                                of Spouse (or Joint Investor, if any)

Investor                                   Spouse (or Joint Investor, If any)

Address:________________________________   _____________________________________

        ________________________________   _____________________________________

        ________________________________   _____________________________________

        ________________________________   _____________________________________


<PAGE>


                                 SIGNATURE PAGE

                              (For Non-Individuals)

This page constitutes the signature page for NON-INDIVIDUALS for the
Confidential Statement of Investor Suitability.

Attached hereto are true, correct and complete copies of resolutions adopted by
the investor authorizing the individual signing below to execute this
questionnaire on behalf of the investor.

IN WITNESS WHEREOF, the undersigned has executed the Confidential Statement of
Investor Suitability the date indicated below.

Name of Entity (Print): ______________________________

Address: _____________________________________________

         _____________________________________________

         _____________________________________________

State of Organization: _______________________________

Tax Identification Number: ___________________________

By: __________________________________________________
    Name:_____________________________________________
    Title:____________________________________________

Date: __________________________________________, 1999

                      (Attach resolutions described above)