PARTSBASE COM INC
AMEND. TO CONTENT LIC. AND RESELLER AGMT
<DOCUMENT>
<TYPE>EX-10.15
<SEQUENCE>2
<FILENAME>d25317_ex10-15.txt
<DESCRIPTION>AMEND. TO CONTENT LIC. AND RESELLER AGMT
<TEXT>


                                                                   EXHIBIT 10.15

                                    AMENDMENT

     THIS AMENDMENT is made as of March 15, 2001, by and between USA Information
Systems, Inc. ("USAIS"), and PartsBase.com, Inc. ("Reseller").

     The parties have entered into a Content  License & Reseller  Agreement (the
"Reseller  Agreement") whereby USAIS granted a license to Reseller to resell the
"Subscription  Services"  and to offer access to certain  segments of the "USAIS
Content," as those terms are defined in the Reseller Agreement.

     Reseller  has failed to pay USAIS when due a portion of the Annual  Content
License fee for the first year of the initial  term in the amount of Two Hundred
Thousand and 00/100 Dollars  ($200,000.00) and certain  subscription fees in the
amount of Twelve  Thousand  Two Hundred  Forty and 00/100  Dollars  ($12,240.00)
under the Reseller Agreement.

     The parties desire to modify certain  provisions of the Reseller  Agreement
by this  Amendment in  accordance  with Section 21 of the Reseller  Agreement to
cure the non-payments and to modify the terms and conditions of the relationship
between the parties for the remainder of the term of the Reseller Agreement.

     For the mutual  convenants and other  consideration  stated  herein,  which
consideration  is deemed  adequate by the parties,  the parties  hereby  modify,
amend, alter and change the Reseller Agreement in the following respects only:

1.   Payment of First Year Annual  Content  License Fee.  The parties  expressly
     agree that  Reseller  shall pay to USAIS Five  Hundred  Thousand and 00/100
     Dollars  ($500,000.00),  which  amount  represents  the total amount of the
     portion of the Annual Content License fee due for January and February 2001
     and the  remainder of the first year of the initial term under the Reseller
     Agreement, in the following manner:

     a.   On or before March 22, 2001,  Reseller  shall pay to USAIS Two Hundred
          Seventy-Five Thousand and 00/100 Dollars ($275,000.00) by cashier's or
          certified check or electronic  wire transfer to an account  designated
          by USAIS;

     b.   Beginning  on April 15,  2001 and on the  fifteenth  day of each month
          thereafter,  Reseller  shall  pay to  USAIS  Two  Hundred  Twenty-Five
          Thousand and 00/100  Dollars  ($225,000.00)  in nine (9) equal monthly
          installments of Twenty-Five  Thousand and 00/100 Dollars  ($25,000.00)
          in immediately  available  funds,  with the last payment being due and
          payable on December 15, 2001.  These  payments are  identified  in the
          column entitled,  "Current" of the payment schedule attached hereto as
          Exhibit A.

2.   Payment of Past Due Subscription Fees. The parties expressly agree that, on
     or before March 22, 2001,  Reseller shall pay to USAIS Twelve  Thousand Two
     Hundred Forty and 00/100 Dollars ($12,240.00),  which amount represents the
     amount of subscription  fees currently past due and  outstanding  under the
     Reseller  Agreement,  by cashier's or certified  check or  electronic  wire
     transfer to an account designated by USAIS.

<PAGE>

3.   Payment of Future Annual  Content  License  Fees.  Sections 3.1 and 3.2 and
     Attachment  2 of the  Reseller  Agreement  are hereby  amended as  follows:
     Beginning  on June 1,  2001,  the  Annual  Content  License  fee  under the
     Reseller  Agreement  shall be Seven  Hundred  Twenty  Thousand  and  00/100
     Dollars  ($720,000.00)  per year for the remainder of the initial term, and
     Reseller  shall pay this fee to USAIS in  twenty-four  (24)  equal  monthly
     installments   of  Sixty  Thousand  and  00/100  Dollars   ($60,000.00)  in
     immediately  available funds,  with the first payment being due and payable
     on June 15, 2001 and each  subsequent  payment being due and payable on the
     fifteenth  day of each  calendar  month  thereafter,  with the last payment
     being due and payable on May 15, 2003. These payments are identified in the
     column  entitled,  "Revised"  of the payment  schedule  attached  hereto as
     Exhibit A.

4.   Letter of Credit.  On or before March 22, 2001,  Reseller  shall obtain and
     deliver to USAIS an irrevocable,  transferable standby letter of credit for
     the benefit of USAIS issued by a banking institution acceptable to USAIS in
     a  stated  amount  of not less  than One  Million  Six  Hundred  Sixty-Five
     Thousand and 00/100 Dollars ($1,665,000.00), available in multiple drawings
     corresponding  to the  installment  payments  required  hereunder  with  an
     expiration  date no earlier than May 15, 2003, by which the payments due to
     USAIS in accordance  with sections  1.b. and 3 of this  Amendment  shall be
     paid if USAIS has not received an  installment  payment from Reseller on or
     before the fifteenth  (15th) day of any month during the term. Such standby
     letter of credit shall contain terms and conditions acceptable to USAIS, in
     USAIS's sole discretion, including, but not limited to terms by which USAIS
     shall be  authorized  to draw down  immediately  on such standby  letter of
     credit on the  sixteenth  (16th) day of the month for any such  payment not
     received on the fifteenth  (15th) day of such month,  without regard to the
     cure period set forth in Section 7.1 of the Reseller Agreement.

5.   Reduction of Authorized  Users. The parties expressly agree that Attachment
     2 of the  Reseller  Agreement  is hereby  amended  to reduce  the number of
     maximum authorized users from Ten Thousand (10,000) to Three Thousand Three
     Hundred (3,300).

6.   Termination of Resale Rights.  The parties  expressly agree that Reseller's
     license and related  rights to resell the products and services  identified
     in  the  paragraphs   entitled   "Resale  of  USAIS  Products"  and  "USAIS
     Subscription  Services" in Attachment 1 and the paragraph  entitled  "USAIS
     Annual Subscription Services" in Attachment 2 of the Reseller Agreement are
     hereby  terminated,  and Reseller  acknowledges  and agrees that it will no
     longer  offer to resell or resell such  products  or services  and that any
     provisions  regarding  Reseller's right to resell such products or services
     contained in the Reseller Agreement shall be null and void. Notwithstanding
     the foregoing,  Reseller shall have the right to renew the subscriptions of
     those customers  identified in the attached  Exhibit B at the renewal price
     set forth in that Exhibit B.

7.   Release of  Prohibited  Relationships  Restriction.  The parties  expressly
     agree that section 4.2 and Attachment 3 of the Reseller  Agreement shall be
     deleted in their entirety and shall no longer have any force or effect.

8.   Conditions  Precedent.  Obtaining  and  delivering  the  letter  of  credit
     required by section 4 of this Amendment and making the payments required by
     sections  1.a.  and 2 of this  Amendment  on or before March 22, 2001 shall

<PAGE>

     each be a condition precedent to the effectiveness of this Amendment.

9.   Incorporation of Reseller Agreement.  The parties expressly agree that this
     Amendment  supplements the Reseller Agreement,  which is made a part hereof
     by reference,  and all terms,  conditions,  and  provisions of the Reseller
     Agreement, unless specifically modified, are to apply to this Amendment and
     are  made  a  part  of  this  Amendment  as  though  expressly   rewritten,
     incorporated, or included herein. Except as otherwise specified herein, all
     capitalized  terms used in this  Amendment  shall have the  meanings as set
     forth in the Reseller Agreement.

10.  Conflicting  Terms.  In  the  event  of  any  conflict,  inconsistency,  or
     incongruity between the provisions of the Reseller Agreement, as amended by
     this Amendment,  and the provisions of the original Reseller Agreement, the
     provisions of the amended  Reseller  Agreement shall in all respects govern
     and control.

11.  Modification.  This  Amendment  may only be  modified or amended by written
     agreement signed by both parties.

12.  Counterparts. This Amendment may be signed in two or more counterparts, all
     of which, when taken together, shall constitute one original.

     IN WITNESS  WHEREOF,  the parties have executed this  Amendment on the date
set forth under their respective signatures and seals.

PARTSBASE.COM, INC.                      USA INFORMATION SYSTEMS, INC.


By: /s/ Robert A. Hammond   [SEAL]       By: /s/ Stephen M. Murdock    [SEAL]
    ---------------------                    ----------------------

Name: Robert A. Hammond                  Name: Stephen M. Murdock
                                               ------------------

Title: President                         Title: President
       -----------------------                  -------------------------

Date:03/26/01                            Date: 03/26/01
     -------------------------                 --------------------------

<PAGE>

                                    EXHIBIT A
                                Payment Schedule


      Pmt Date             Revised             Current           Total
      --------             -------             -------           -----
      04/15/01                                $  25,000      $    25,000
      05/15/01                                $  25,000      $    85,000
      06/15/01           $    60,000          $  25,000      $    85,000
      07/15/01           $    60,000          $  25,000      $    85,000
      08/15/01           $    60,000          $  25,000      $    85,000
      09/15/01           $    60,000          $  25,000      $    85,000
      10/15/01           $    60,000          $  25,000      $    85,000
      11/15/01           $    60,000          $  25,000      $    85,000
      12/15/01           $    60,000          $  25,000      $    85,000
      01/15/02           $    60,000                         $    60,000
      02/15/02           $    60,000                         $    60,000
      03/15/02           $    60,000                         $    60,000
      04/15/02           $    60,000                         $    60,000
      05/15/02           $    60,000                         $    60,000
      06/15/02           $    60,000                         $    60,000
      07/15/02           $    60,000                         $    60,000
      08/15/02           $    60,000                         $    60,000
      09/15/02           $    60,000                         $    60,000
      10/15/02           $    60,000                         $    60,000
      11/15/02           $    60,000                         $    60,000
      12/15/02           $    60,000                         $    60,000
      01/05/03           $    60,000                         $    60,000
      02/05/03           $    60,000                         $    60,000
      03/05/03           $    60,000                         $    60,000
      04/15/03           $    60,000                         $    60,000
      05/15/03           $    60,000                         $    60,000
                         -----------          ---------      -----------
                         $ 1,440,000          $ 225,000      $ 1,665,000
                         ===========          =========      ===========

<PAGE>

                                    EXHIBIT B


Renewal Customers and Price

PARTSBASE / USA RESELLER ACCOUNT LIST

CUSTOMER NAMES HAVE BEEN OMMITTED DUE TO CONFIDENTIALITY.

                     Total Amount:   $12,240.00


NOTE: RENEWAL COSTS WILL REMAIN THE SAME AS LISTED ABOVE FOR 1ST AND 2ND YEAR

</TEXT>
</DOCUMENT>
