<PAGE>
                                                                    EXHIBIT 99.3

                        SETTLEMENT AGREEMENT AND RELEASE

        This SETTLEMENT AGREEMENT AND RELEASE dated as of October 8, 2002 (this
"Settlement Agreement"), by and among Starbase Corporation, a Delaware
corporation ("Starbase"), World Web Investors, LLC, a Delaware limited liability
company (the "LLC") and ABN AMRO CAPITAL USA, a Delaware corporation ("ABN
AMRO").

        WHEREAS, on February 20, 2001, World Acquisition Corporation, a Delaware
corporation and wholly owned subsidiary of Starbase, merged with and into
worldweb.net, Inc., a Delaware corporation ("worldweb"), with worldweb being the
surviving corporation and wholly owned subsidiary of Starbase following the
merger (the "Merger");

        WHEREAS, prior to the Merger, Starbase, worldweb and World Acquisition
Corporation entered into that certain Agreement and Plan of Merger (the "Merger
Agreement"), dated as of February 11, 2001 which contained, among other things,
certain indemnification provisions between Starbase and worldweb as set forth in
Section 4.9(a) and 4.9(b) of the Merger Agreement;

        WHEREAS, pursuant that certain letter agreement by and between Starbase
and the LLC dated as of February 20, 2001, the LLC accepted and agreed to the
terms and conditions set forth in Section 4.9(b) of the Merger Agreement as set
forth therein;

        WHEREAS, pursuant to the Merger Agreement, Starbase, the LLC and each of
its members entered into that certain Registration Rights Agreement (the
"Registration Rights Agreement"), dated as of February 20, 2001, covering the
registration of all of the shares of Common Stock (the "Shares"), par value
$.01, of Starbase received by the LLC in connection with the Merger;

        WHEREAS, pursuant to the Merger Agreement, Starbase and the LLC entered
into that certain Indemnity Escrow Agreement ("Indemnity Escrow Agreement")
dated as of February 20, 2001 relating to certain indemnification obligations of
the LLC to Starbase under the Merger Agreement, whereby 206,622 Indemnity Escrow
Shares (post-split) (the "Indemnity Escrow Shares") issued in the name of the
LLC are currently being held in escrow by Greater Bay Trust Company, as Escrow
Agent;

<PAGE>

        WHEREAS, by letter dated October 26, 2001, Starbase sent a Claim Notice
(as that term is defined in the Indemnity Escrow Agreement) to each of Mr. Keith
Walz, as the designated representative of the LLC, and the Escrow Agent against
the Escrow Fund (as that term is defined in the Indemnity Escrow Agreement) for
indemnification of Starbase for any and all damages related to that certain
summons and complaint entitled John Dreyer v. Alice Rogoff-Rubenstein, et. al.,
Case No. 1:01cv 01294-A filed in the United State District Court for the
District of Virginia (the "Dreyer Litigation"), which litigation has been
settled; and

        WHEREAS, by letter dated July 11, 2002 to Mr. Keith Walz, Starbase
attempted to settle any and all claims by the LLC and its members under the
Registration Rights Agreement or for the LLC's retention of Kirkland & Ellis as
legal counsel for the defendants in the Dreyer Litigation; and

        WHEREAS, by letter dated August 8, 2002, the LLC sent a response letter
to Starbase claiming: (i) damages of $50,000 to cover the unreimbursed retention
amounts allegedly owed for legal fees to Kirkland & Ellis incurred by the LLC
under Section 4.9(a) of the Merger Agreement; and (ii) damages in excess of
$4,100,000 for the alleged failure of Starbase to use its "best efforts" to
timely file a registration statement covering the Shares and have such
registration statement declared effective by the Securities and Exchange
Commission pursuant to the terms and conditions of the Registration Rights
Agreement; and

        WHEREAS, ABN AMRO CAPITAL USA ("ABN AMRO") is a member of the LLC;

        WHEREAS, without admitting any wrongdoing or liability, or acknowledging
the validity of any claim, asserted or unasserted, each of Starbase, the LLC and
ABN AMRO have reached an amicable settlement and has agreed to resolve all
claims and other disputes between them arising out of, and relating to, the
Merger Agreement, the Indemnity Escrow Agreement, the Registration Rights
Agreement and the transactions contemplated thereby, in the manner set forth
herein.

        NOW, THEREFORE, in consideration of the mutual covenants contained
herein and the other good and valuable consideration as set forth in this
Settlement Agreement, the legal adequacy of which is hereby acknowledged, the
parties agree as follows:


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<PAGE>

        1. No Admission of Fault. Each of Starbase, the LLC and ABN AMRO
acknowledges and agrees that it is entering into this Settlement Agreement in
order to settle and resolve all disputed matters among them arising out of or in
any way relating to the Merger Agreement, the Registration Rights Agreement, the
Indemnity Escrow Agreement and transactions contemplated thereby, and each of
Starbase, the LLC and ABN AMRO is not admitting any wrongdoing or liability on
its part in any way relating to such matters, and no inference regarding any
such wrongdoing or liability is intended by virtue of the parties entering into
this Settlement Agreement.

        2. Consideration by Starbase to the LLC. Within thirty (30) days
following the execution and delivery of this Settlement Agreement by each of the
parties hereto, Starbase hereby agrees to pay to the LLC the amount of $50,000
(the "Initial Consideration") and the LLC agrees to immediately remit to
Kirkland & Ellis the amount of $50,000 in full settlement of any and all legal
fees and expenses incurred in connection with the Dreyer Litigation and any and
all amounts owed under the D&O policy covering the directors and officers of
worldweb named in the Dreyer Litigation required to be advanced or paid by
Starbase under the Merger Agreement. Following the LLC's receipt of the Initial
Consideration, no further payments shall be owed by Starbase to Kirkland & Ellis
or to the LLC in connection with its retention of counsel whatsoever.

        3. Deferred Consideration by Starbase to the LLC. In addition to the
consideration set forth in Section 2 above, Starbase hereby agrees to pay to the
LLC the amount of $500,000 (the "Deferred Consideration") in full settlement of
any and all claims by the LLC or its members, and ABN AMRO, under the
Registration Rights Agreement, Indemnity Escrow Agreement, Merger Agreement or
any of the transactions contemplated thereby. Starbase agrees to wire the
Deferred Consideration to the LLC within one hundred and eighty (180) days from
the date of this Settlement Agreement and the LLC agrees to immediately
thereafter deliver to Starbase a copy of the confirmation of the wire transfer
receipt of such amount. Following execution of this Settlement Agreement,
Starbase and the LLC agree to take all action necessary to cause the Escrow
Agent to release the Indemnity Escrow Shares, including executing a joint
written letter to the Escrow Agent instructing the Escrow Agent that the Claim
Notice is terminated and null and void and directing the Escrow Agent to
immediately release and deliver the Indemnity Escrow Shares to the LLC.


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<PAGE>

        4. Indemnification by the LLC. Effective upon payment of the Initial
Consideration, the Deferred Consideration and release of the Indemnity Escrow
Shares as contemplated in Section 2 and Section 3 above, the LLC agrees to
indemnify, defend, and hold harmless each Starbase Released Party (as defined
below) from and against any and all causes of action, claims, and demands of
whatsoever kind on account of all known, and unknown injuries, losses, and
damages allegedly sustained by a Starbase Released Party to the extent resulting
from, arising from, or in any way connected with any and all claims against
Starbase that are made by any member of the LLC under the Merger Agreement,
Registration Rights Agreement, Indemnity Escrow Agreement or the transactions
contemplated thereby (it being understood that the LLC and Starbase intend all
such claims to have been resolved and settled pursuant to this Settlement
Agreement). Nothing herein shall require the LLC to establish a reserve against
any such potential claim, unless and until an actual claim is asserted and made
known to the LLC.

        5. Indemnification by ABN AMRO. Effective upon payment of the Initial
Consideration, the Deferred Consideration and release of the Indemnity Escrow
Shares as contemplated in Section 2 and Section 3 above, ABN AMRO agrees to
indemnify, defend, and hold harmless each Starbase Released Party from and
against any and all causes of action, claims, and demands of whatsoever kind on
account of all known, and unknown injuries, losses, and damages allegedly
sustained by a Starbase Released Party to the extent resulting from, arising
from, or in any way connected with any and all claims made against Starbase by
any member of the LLC under the Merger Agreement, Registration Rights Agreement,
Indemnity Escrow Agreement or the transactions contemplated thereby (it being
understood that the LLC and Starbase intend all such claims to have been
resolved and settled pursuant to this Settlement Agreement); provided, however,
that the indemnification obligations of ABN AMRO provided under this Section 5
shall be limited to that portion of the Deferred Consideration received by ABN
AMRO in connection with any distribution, dividend or other payments made to ABN
AMRO in its capacity as a member of the LLC.

        6. Release by the LLC of Starbase. Effective upon payment of the Initial
Consideration, the Deferred Consideration and release of the Indemnity Escrow
Shares as contemplated in Section 2 and Section 3 above, and except for a
material breach by Starbase of a representation or warranty contained in this
Settlement Agreement, the LLC, for itself and on behalf of its members (to the
extent that any such member may have a claim based upon or


                                       4
<PAGE>

arising out of its membership in the LLC), hereby releases and forever
discharges Starbase, together with its subsidiaries, affiliates, successors and
assigns, as well as its present and former directors, officers, employees,
shareholders, agents, attorneys and other representatives and the successors,
assigns and personal representatives of each of them (each, a "Starbase Released
Party"), from any and all claims, suits, debts, liens, liabilities, losses,
causes of action, rights, damages (whether actual, compensatory, consequential
or punitive), demands, obligations, promises, costs and expenses (including,
without limitation, attorneys' fees and expenses and the fees and expenses of
other professionals and experts) of every kind, nature and description, whether
in law or in equity, whether known or unknown, or known in the future, fixed or
contingent, billed or unbilled, suspected, disclosed or undisclosed, claimed or
concealed, from the beginning of time through the date of this Settlement
Agreement, which the LLC, for itself and on behalf of its members (to the extent
that any such member may have a claim based upon or arising out of its
membership in the LLC), could assert against any Starbase Released Party
relating to or arising out of the Merger, the Merger Agreement, the Registration
Rights Agreement, the Indemnity Escrow Agreement, the transactions contemplated
thereby, or otherwise.

        7. Release by ABN AMRO of Starbase. Effective upon payment of the
Initial Consideration, the Deferred Consideration and release of the Indemnity
Escrow Shares as contemplated in Section 2 and Section 3 above, and except for a
material breach by Starbase of a representation or warranty contained in this
Settlement Agreement, ABN AMRO, for itself and on behalf of its subsidiaries and
affiliates, hereby releases and forever discharges each Starbase Released Party,
from any and all claims, suits, debts, liens, liabilities, losses, causes of
action, rights, damages (whether actual, compensatory, consequential or
punitive), demands, obligations, promises, costs and expenses (including,
without limitation, attorneys' fees and expenses and the fees and expenses of
other professionals and experts) of every kind, nature and description, whether
in law or in equity, whether known or unknown, or known in the future, fixed or
contingent, billed or unbilled, suspected, disclosed or undisclosed, claimed or
concealed, from the beginning of time through the date of this Settlement
Agreement, which ABN AMRO, for itself and on behalf of its subsidiaries and
affiliates, could assert against any Starbase Released Party relating to or
arising out of the Merger, the Merger Agreement, the Registration


                                       5
<PAGE>

Rights Agreement, the Indemnity Escrow Agreement, the transactions contemplated
thereby, or otherwise.

        8. Release by Starbase of the LLC/ABN AMRO. Effective upon payment of
the Initial Consideration, the Deferred Consideration and release of the
Indemnity Escrow Shares as contemplated in Section 2 and Section 3 above, and
except for a material breach by the LLC of a representation or warranty
contained in this Settlement Agreement, Starbase, for itself and on behalf of
its subsidiaries hereby releases and forever discharges the LLC, ABN AMRO, and
their respective subsidiaries, affiliates, successors and assigns, as well as
their respective present and former managers, directors, officers, employees,
agents, attorneys and other representatives and the successors, assigns and
personal representatives of each of them (each, a "LLC Released Party"), from
any and all claims, suits, debts, liens, liabilities, losses, causes of action,
rights, damages (whether actual, compensatory, consequential or punitive),
demands, obligations, promises, costs and expenses (including, without
limitation, attorneys' fees and expenses and the fees and expenses of other
professionals and experts) of every kind, nature and description, whether in law
or in equity, whether known or unknown, or known in the future, fixed or
contingent, billed or unbilled, suspected, disclosed or undisclosed, claimed or
concealed, from the beginning of time through the date of this Settlement
Agreement, which Starbase could assert against any LLC Released Party relating
to or arising out of the Merger, the Merger Agreement, the Registration Rights
Agreement, the Indemnity Escrow Agreement, the transactions contemplated
thereby, or otherwise.

        9. Waiver of Section 1542. The parties hereby waive and assume the risk
of any and all claims for loss and damages which exist as of this date,
including but not limited to those set forth in this Settlement Agreement but of
which they are unaware, whether through ignorance, oversight, error, negligence,
or otherwise in which, if known, would materially affect their decision to enter
into this Settlement Agreement. The parties hereby expressly assume the risk
that they may suffer damages in the future as a result of any matter referred to
herein, and they hereby waive all rights or benefits which they have now, or in
the future may have, under the terms of Section 1542 of the Civil Code of the
State of California, which states as follows:

        A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT
        KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE
        RELEASE, WHICH IF


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<PAGE>

        KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE
        DEBTOR.

The parties acknowledge that there is a risk of the damages which they believe
they have suffered or will suffer may turn out to be other than or greater than
those now known, suspected, or believed to be true. In addition, the cost and
damages they have incurred or have suffered may be greater than or other than
those known now. Facts on which they have been relying in entering into this
Settlement Agreement may later turn out to be other than or different from those
now known, suspected or believed to be true. The parties acknowledge that in
entering into this Settlement Agreement, they have expressed that they agree to
accept the risk of any such possible unknown damages, claims, facts, demands,
actions, and causes of action. The parties acknowledge and present that in
waiving all rights and benefits they have under Section 1542 of the Civil Code
of the State of California, they have had the advice, or have had the
opportunity to have the advice, of counsel and independent consultants and
further represent, warrant, and guarantee that this Settlement Agreement shall
remain in full force and effect notwithstanding current and such possible
changes or differences of material fact. This relief shall apply to any and all
claims other than for breach of this Settlement Agreement.

        10. Representations and Warranties of Starbase. Starbase hereby
represents and warrants to the LLC as follows:

            (a) Starbase has the corporate power and authority to execute,
deliver and perform this Settlement Agreement.

            (b) The execution, delivery and performance of this Settlement
Agreement has been duly authorized by Starbase in accordance with all requisite
corporate power and authority.

            (c) No consents or approvals of, notices to or filings with, any
person or entity are required to be obtained by Starbase in connection with its
execution, delivery and performance of this Settlement Agreement.

            (d) Starbase has received independent legal advice from attorneys of
its choice with respect to the terms and provisions of this Settlement
Agreement, the advisability of entering into this Settlement Agreement and of
the consequences of entering into this Settlement Agreement.


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<PAGE>

            (e) Starbase has made such investigation of the facts pertaining to
this Settlement Agreement and to the transactions contemplated hereby, as it
considers appropriate.

            (f) This Settlement Agreement constitutes a legal, valid and binding
obligation of Starbase, enforceable against Starbase in accordance with its
terms, except as enforcement may be limited by (i) applicable bankruptcy,
insolvency, reorganization, moratorium or other similar laws of general
applicability affecting the enforcement of creditors' rights and (ii) the
application of principles of equity (regardless of whether enforceability is
considered in a proceeding in equity or at law).

            (g) The execution, delivery and performance of this Settlement
Agreement by Starbase does not (i) violate or contravene the certificate of
incorporation or by-laws of Starbase; (ii) violate or constitute a breach of, or
default under, any material agreement or other instrument binding upon Starbase
or to which it is a party; (iii) violate or contravene any judgment, decree or
order of any court or regulatory body binding upon Starbase; or (iv) violate any
law or regulation applicable to Starbase.

        11. Representations and Warranties of the LLC. The LLC hereby represents
and warrants to Starbase as follows:

            (a) The LLC has the corporate power and authority to execute,
deliver and perform this Settlement Agreement.

            (b) The execution, delivery and performance of this Settlement
Agreement has been duly authorized by LLC in accordance with all requisite
corporate power and authority.

            (c) No consents or approvals of, notices to or filings with, any
person or entity are required to be obtained by the LLC in connection with its
execution, delivery and performance of this Settlement Agreement, including,
without limitation, consent or approval of the members of the LLC.

            (d) The LLC has received independent legal advice from attorneys of
its choice with respect to the terms and provisions of this Settlement
Agreement, the advisability of entering into this Settlement Agreement and of
the consequences of entering into this Settlement Agreement.


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<PAGE>

            (e) This Settlement Agreement constitutes a legal, valid and binding
obligation of LLC and each of its members (to the extent such members may be
bound under the LLC operating agreement), enforceable in accordance with its
terms against the LLC and each of its members, except as such enforcement may be
limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or
other similar laws of general applicability affecting the enforcement of
creditors' rights and (ii) the application of general principles of equity
(regardless of whether considered in a proceeding in equity or at law). The
execution, delivery and performance of this Settlement Agreement by the LLC does
not require any consents except such consents as have already been obtained and
disclosed to Starbase as of the date of this Settlement Agreement.

            (f) The execution, delivery and performance of this Settlement
Agreement by the LLC does not (i) violate or contravene the articles of
formation or operating agreement of the LLC; (ii) violate or constitute a breach
of, or default under, any material agreement or other instrument binding upon
the LLC or to which it is a party; (iii) violate or contravene any judgment,
decree or order of any court or regulatory body binding upon the LLC; or (iv)
violate any law or regulation applicable to the LLC.

            (g) To the knowledge of the managers of the LLC, no member of the
LLC has threatened or made any claim for breach by Starbase of any provision of
the Registration Rights Agreement, Merger Agreement, Indemnity Escrow Agreement,
Merger or any of the transactions contemplated thereby, except such claims as
have been asserted by the LLC that are intended to be settled and released in
their entirety by this Settlement Agreement.

        12. Ownership of Claims. Each of Starbase, the LLC and ABN AMRO
represent and warrant to the other(s), that it is the lawful and sole owner of
the claims being released by it pursuant to this Settlement Agreement and it has
not sold, transferred, assigned, pledged, hypothecated or otherwise encumbered
any such claim.

        13. Governing Law. This Settlement Agreement shall be governed by and
construed in accordance with the laws of the State of New York applicable to
agreements made and to be performed in said State, without regard to any of its
principles of conflicts of laws or other laws, which would result in the
application of the laws of another jurisdiction. This


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Settlement Agreement shall be construed and interpreted without regard to any
presumption against the party causing this Settlement Agreement to be drafted.

        14. Notices. All notices, demands, consents, instructions and other
communications to be given or delivered or permitted under or by reason of the
provisions of this Settlement Agreement or in connection with the transactions
contemplated hereby shall be in writing and shall be deemed to be delivered and
received by the intended recipient as follows: (i) if personally delivered, on
the business day of such delivery (as evidenced by the receipt of the personal
delivery service), (ii) if mailed certified or registered mail return receipt
requested (with all costs having been prepaid), four (4) business days after
being mailed, (iii) if delivered by an overnight courier of recognized
international reputation (with all charges having been prepaid), on the business
day of such delivery (as evidenced by the receipt of the overnight courier
service), or (iv) if delivered by facsimile transmission, on the business day of
such delivery if sent by 5:00 p.m. in the time zone of the recipient, or if sent
after that time, on the next succeeding business day (as evidenced by the
printed confirmation of delivery generated by the sending party's telecopier
machine). If any notice, demand, consent, instruction or other communication
cannot be delivered because of a changed address of which no notice was given
(in accordance with this Section 14), or the refusal to accept same, the notice,
demand, consent, instruction or other communication shall be deemed received on
the second business day after the notice is sent (as evidenced by a sworn
affidavit of the sender). All such notices, demands, consents, instructions and
other communications will be sent to the following addresses or facsimile
numbers as applicable:

        If to Starbase:

              Starbase Corporation
              4 Hutton Centre Drive, Suite 800
              Santa Ana, CA 92707
              Telephone: 714-445-4400
              Facsimile: 714-445-4543
              Attention:

              with a copy to:

              Jenkens & Gilchrist Parker Chapin LLP
              The Chrysler Building
              405 Lexington Avenue

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<PAGE>




              New York, NY  10174
              Telephone: (212) 704-6050
              Facsimile: (212) 704-6288
              Attention: Martin Eric Weisberg, Esq.

        If to the LLC or ABN AMRO:

              World Web Investors, LLC
              c/o ABN AMRO Private Equity
              208 S. LaSalle Street
              10th Floor, Suite 1002
              Chicago, IL 60604
              Telephone: (312) 855-6575
              Facsimile: (312) 553-6648
              Attention: Mr. Keith Walz

              with a copy to:
              Kirkland & Ellis
              200 East Randolph Drive
              Chicago, Illinois 60601
              Telephone: (312) 861-2000
              Facsimile: (312) 861-2200
              Attention: Jeffrey S. Norman, Esq.

or to such other address as any party may specify by notice given to the other
party in accordance with this Section 14.

        15. Arbitration. Any disagreement, dispute, controversy or claim arising
out of or relating to this Settlement Agreement shall be submitted to binding
arbitration before the American Arbitration Association ("AAA"), in accordance
with its rules of Commercial Arbitration. The decision of the arbitrator shall
be final and binding upon the parties, and it may be entered in any court of
competent jurisdiction. The arbitration shall take place in New York County, New
York. The arbitrator shall be bound by the laws of the State of New York
applicable to all relevant privileges and the attorney work product doctrine.
Each party shall be required to provide the other party with copies of all
documentation and other written, electronic or photographic materials that it
intends to introduce into evidence at least ten (10) days in advance of the
hearing date. The arbitrator shall have the power to grant equitable relief
where applicable under New York law. The arbitrator shall issue a written
opinion setting forth his or her decision and the reasons therefor within thirty
(30) days after the arbitration proceeding is concluded. The obligation of the
parties to submit any dispute arising under or related to this


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<PAGE>

Settlement Agreement to arbitration as provided in this Section 15 shall survive
the expiration or earlier termination of this Settlement Agreement.
Notwithstanding the foregoing, a party may seek an injunction or other
appropriate relief from a court of competent jurisdiction to preserve or protect
the status quo with respect to any matter pending conclusion of the arbitration
proceeding, but no such application to a court shall in any way be permitted to
stay or otherwise impede the progress of the arbitration proceeding. Each party
shall pay its own costs (including, without limitation, attorney's fees and
disbursements) and expenses in connection with any arbitration proceeding;
provided, however, the prevailing party shall be entitled to recover its
reasonable attorney's fees and disbursements. Each of Starbase, the LLC and ABN
AMRO hereby consent to the jurisdiction of the AAA in the State of New York for
the purpose of any arbitration arising out of any of their obligations arising
hereunder.

        16. Miscellaneous. (a) No party may assign any of its rights or delegate
any of its duties under this Settlement Agreement without the prior written
consent of the other parties hereto; provided, however, that Starbase may assign
any of its rights or delegate any of its duties hereunder, by operation of law
or otherwise, or in connection with a Change of Control (as defined below) and,
following such Change of Control, this Settlement Agreement shall be enforceable
by, among others, any direct or indirect parent or affiliate of Starbase or any
direct or indirect holder of greater than 50% of the voting capital stock of
Starbase. This Settlement Agreement shall be binding upon the successors and
their respective representatives, subsidiaries, affiliates, successors, and
permitted assigns of the parties and shall inure to the benefit of the parties
hereto and their respective successors and permitted assigns. For purposes of
this Settlement Agreement, a Change of Control shall be deemed to have occurred
in any of the following events: (i) a merger of Starbase with or into another
entity (whether or not Starbase is the surviving corporation) resulting in a
change of ownership of greater than 50% of the outstanding voting capital stock
of Starbase; (ii) a tender offer by a third party resulting in a change of
ownership of not less than 50% of the outstanding voting capital stock of
Starbase; or (iii) the sale of all or substantially all of the assets of
Starbase to a third party.

            (b) Except as specifically provided in Sections 6, 7 and 8 of this
Settlement Agreement, no party other than Starbase, the LLC and ABN AMRO shall
be deemed intended or incidental beneficiaries of this Settlement Agreement;
provided, however, that a party (a "Potential Acquiror") who enters into a
definitive agreement with Starbase to engage in a


                                       12
<PAGE>

transaction with Starbase which contemplates a Change of Control shall be deemed
an intended third party beneficiary of this Settlement Agreement, including,
without limitation, all of the representations, warranties and covenants
contained herein, and shall be entitled to enforce this Settlement Agreement to
the same extent as if the Potential Acquiror was a party hereto. Each of
Starbase, the LLC and ABN AMRO agree to keep all of the terms and provisions of
this Settlement Agreement confidential, except: (i) Starbase may disclose this
Settlement Agreement to an acquiror or potential acquiror of Starbase engaging
in or contemplating a transaction with respect to a Change of Control, or to any
assignee of Starbase, whether by operation of law or otherwise, and (ii) as
otherwise required to be disclosed by applicable laws following notice to the
non-disclosing party at least three (3) business days prior to such disclosure
or pursuant to a judicial subpoena.

            (c) The provisions of this Settlement Agreement shall not be
construed as a waiver of any party's right to bring suit to enforce the terms
and provisions of this Settlement Agreement.

            (d) This Settlement Agreement contains a complete statement of all
the arrangements, understandings and agreements among the parties with respect
to the subject matter hereof, supersedes all other arrangements, understandings
and agreements, whether written or oral, among them relating to such subject
matter, all of which are merged herein. This Settlement Agreement cannot be
altered, modified, waived or amended, except by an instrument in writing
executed by each of the parties hereto.

            (e) Section headings contained in this Settlement Agreement are
included herein solely for convenience of reference only and are not intended to
affect the interpretation or construction of any of the terms or provisions of
this Settlement Agreement.

            (f) This Settlement Agreement may be executed in two (2) or more
counterparts, each of which shall be deemed an original, but all of which, when
taken together shall constitute one and the same instrument. The facsimile
signature of a party hereto shall constitute a valid and effective signature.

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<PAGE>

        IN WITNESS WHEREOF each of the parties has duly executed this Settlement
Agreement as of the date first above written.

                              STARBASE CORPORATION


                              By:__________________________________________
                                  Name:
                                  Title:


                              WORLDWEB INVESTORS, LLC

                              By:__________________________________________
                                  Name:
                                  Title:


                              ABN AMRO CAPITAL USA


                              By:__________________________________________
                                  Name:
                                  Title:


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