<PAGE>   1

       As filed with the Securities and Exchange Commission on May 7, 2001
                                                       Registration No. ________

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

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

                              STARBASE CORPORATION
             (Exact name of registrant as specified in its charter)

          DELAWARE                                               33-0567363
(State or other jurisdiction of                               (I.R.S. Employer
 incorporation or organization)                              Identification No.)

                        4 HUTTON CENTRE DRIVE, SUITE 800
                            SANTA ANA, CA 92707-8713
                    (Address of Principal Executive Offices)

           Technology Builders Inc. Amended and Restated Stock Option
                            and Stock Incentive Plan
                                       and
        NON-QUALIFIED STOCK OPTION AGREEMENTS BETWEEN THE REGISTRANT AND
                    ITS DIRECTORS, EMPLOYEES AND CONSULTANTS
                           (Full title of the plans)

                                DOUGLAS S. NORMAN
                        4 HUTTON CENTRE DRIVE, SUITE 800
                            SANTA ANA, CA 92707-8713
                                 (714) 445-4400
--------------------------------------------------------------------------------
 (Name, address and telephone number, including area code, of agent for service)

                                 with a copy to:
                            Martin E. Weisberg, Esq.
                      Jenkens & Gilchrist Parker Chapin LLP
                              405 Lexington Avenue
                            New York, New York 10174
                                 (212) 704-6000

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: As soon as
practicable after the effective date of this Registration Statement.

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
=====================================================================================================================
                                                                 Proposed             Proposed
                                                                  Maximum              Maximum            Amount of
Title of each class of Securities           Amount to         Offering Price          Aggregate          Registration
        to be Registered                  be Registered          Per Share         Offering Price            Fee
---------------------------------------------------------------------------------------------------------------------
<S>                                       <C>                 <C>                  <C>                   <C>

Common Stock, $.01 par value per share    8,084,401(1)(3)        $3.0207(2)        $24,420,550.10         $6,105.14
=====================================================================================================================
</TABLE>

(1)   Pursuant to Rule 416(b), there shall also be deemed covered hereby all
      additional securities resulting from antidilution adjustments under
      Technology Builders Inc. Amended and Restated Stock Option and Stock
      Incentive Plan, the Non-Qualified Stock Option Agreements between the
      registrant and the directors of Starbase Corporation, the Non-Qualified
      Stock Option Agreements between the registrant and employees of Starbase
      Corporation, and the Non-Qualified Stock Option Agreements between the
      registrant and consultants of Starbase Corporation.

(2)   Pursuant to Rule 457(h), estimated solely for the purpose of calculating
      the registration fee on the basis of the exercise prices of (i) 1,216,222
      incentive stock options granted under the Technology Builders Inc. Stock
      Option and Stock Incentive Plan, (ii) 245,000 non-qualified stock options
      granted to directors of the registrant under stock option contracts, (iii)
      6,266,987 non-qualified stock options granted to employees of the
      registrant under stock option contracts and (iv) 356,192 non-qualified
      stock options granted to consultants of the registrant under stock option
      contracts.

(3)   Does not include an aggregate of 1,432,349 previously registered shares of
      common stock underlying options which have been canceled by the Company
      and reissued to certain officers, directors and employees of the Company.

<PAGE>   2

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

The following documents filed by the registrant with the Securities and Exchange
Commission (Commission File No. 0-25612) pursuant to Section 13(a) of the
Securities Exchange Act of 1934 (the "Exchange Act") are incorporated herein by
reference:

     (a)  The registrant's Annual Report on Form 10-K for the year ended March
          31, 2000;

     (b)  The registrant's Quarterly Report on Form 10-Q for the quarter ended
          June 30, 2000;

     (c)  The registrant's Quarterly Report on Form 10-Q for the quarter ended
          September 30, 2000;

     (d)  The registrant's Quarterly Report on Form 10-Q for the quarter ended
          December 31, 2000;

     (e)  The registrant's Current Report on Form 8-K filed on April 27, 2000;

     (f)  The registrant's Current Report on Form 8-K filed on March 6, 2001;

     (g)  The registrant's Current Report on Form 8-K filed on March 9, 2001;

     (h)  The registrant's Current Report on Form 8-K/A filed on April 7, 2000;

     (i)  The registrant's Current Report on Form 8-K/A filed on June 27, 2000;
          and

     (j)  The description of the registrant's common stock contained in the
          registrant's registration statement on Form 10, as amended, filed on
          February 23, 1995 including any amendment or report filed for the
          purpose of updating such description.

All documents filed subsequent to the date of this registration statement
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act and prior to
the filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference in this registration
statement and to be a part hereof from the date of the filing of such documents.
Any statement contained in a document incorporated or deemed to be incorporated
herein by reference shall be deemed to be modified or superseded for purposes of
this registration statement to the extent that a statement contained herein or
in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement.

<PAGE>   3

ITEM 4. DESCRIPTION OF SECURITIES.

Not required, since the registrant's common stock is registered under Section 12
of the Exchange Act.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

Not Applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Section 145 of the General Corporation Law of Delaware ("DGCL") provides that
directors, officers, employees or agents of Delaware corporations are entitled,
under certain circumstances, to be indemnified against expenses (including
attorneys' fees) and other liabilities actually and reasonably incurred by them
in connection with any suit brought against them in their capacity as a
director, officer, employee or agent, if they acted in good faith and in a
manner they reasonably believed to be in or not opposed to the best interests of
the corporation, and with respect to any criminal action or proceeding, if they
had no reasonable cause to believe their conduct was unlawful. Section 145 of
the DGCL also provides that directors, officers, employees and agents may also
be indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by them in connection with a derivative suit brought against
them in their capacity as a director, if they acted in good faith and in a
manner they reasonably believed to be in or not opposed to the best interests of
the corporation, except that no indemnification may be made without court
approval if such person was adjudged liable to the corporation.

Our certificate of incorporation provides that a director is not personally
liable for monetary damages to us or our stockholders for breach of his or her
fiduciary duties as a director. A director will be held liable for a breach of
his or her duty of loyalty to us or our stockholders, his or her intentional
misconduct or willful violation of law, actions or inactions not in good faith,
an unlawful stock purchase or payment of a dividend under Delaware law, or
transactions from which the director derives an improper personal benefit. This
limitation of liability does not affect the availability of equitable remedies
against the director including injunctive relief or rescission. Our certificate
of incorporation authorizes us to indemnify our officers, directors and other
agent to the fullest extent permitted under Delaware law.

We have entered into an indemnification agreement with each of our directors and
officers. In some cases, the provisions of the indemnification agreement may be
broader than the specific indemnification provisions contained in our
certificate of incorporation or otherwise permitted under Delaware law. Each
indemnification agreement may require us to indemnify an officer or director
against liabilities that may arise by reason of his status or service as an
officer or director, or against liabilities arising from the director's willful
misconduct of a culpable nature. The indemnification agreement may also require
us to obtain directors' and officers' liability insurance, if available on
reasonable terms. We maintain a directors and officers liability policy with
Lloyds of London and General Star Indemnity Corporation that contains an
aggregate limit of liability of $10,000,000 through 2001. Our bylaws authorize
us to indemnify our directors to the fullest extent permitted under Delaware
law. In addition, our board of directors, in its sole discretion, may indemnify
any present or former officers or employees of the corporation, including
officers or employees who are acting as "fiduciaries" of any employee benefit
plan, including an ERISA plan.

<PAGE>   4

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

Not Applicable.

ITEM 8. EXHIBITS.

<TABLE>
<CAPTION>
 Exhibit
 Number        Description
 ------        -----------
<S>            <C>

    5.1        Opinion of Jenkens & Gilchrist Parker Chapin LLP, as to the legality of the common stock being offered.

   23.1        Consent of Jenkens & Gilchrist Parker Chapin LLP (included in their opinion filed as Exhibit 5.1).

   23.2        Consent of PricewaterhouseCoopers LLP.

   23.3        Consent of Deloitte & Touche LLP.

   24.1        Power of attorney of certain officers and directors of the registrant (contained in the signature page).

   99.1        Form of Non-Qualified Stock Option Contract between the registrant and its directors, employees and consultants.

   99.2        Technology Builders Inc. Amended and Restated Stock Option and Incentive Stock Option Plan adopted March 22, 2000.

   99.3        Form of Technology Builders Inc. Notice of Grant of Stock Options and Option Agreement.

   99.4        Form of Technology Builders Inc. Incentive Stock Option Conversion Information.
</TABLE>

ITEM 9. UNDERTAKINGS.

The undersigned registrant hereby undertakes:

     (1)  To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:

          (i)  To include any prospectus required by Section 10(a)(3) of the
               Securities Act of 1933, as amended (the "Securities Act");

         (ii)  To reflect in the prospectus any facts or events arising after
               the effective date of this registration statement (or the most
               recent post-effective amendment thereof) which, individually or
               in the aggregate, represent a fundamental change in the
               information set forth in this registration statement; and

        (iii)  To include any material information with respect to the plan of
               distribution not previously disclosed in this registration
               statement or any material change to such information in this
               registration statement;

<PAGE>   5

provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
Section 13 or 15(d) of the Exchange Act that are incorporated by reference in
the registration statement.

     (2) That, for the purpose of determining any liability under the Securities
Act, each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

     (3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.

The undersigned registrant hereby undertakes that, for purposes of determining
any liability under the Securities Act, each filing of the registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is
incorporated by reference in this registration statement shall be deemed to be a
new registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

Insofar as indemnification for liabilities arising under the Securities Act may
be permitted to directors, officers and controlling persons of the registrant
pursuant to the foregoing provisions described in Item 6 above, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.

<PAGE>   6

                                   SIGNATURES


Pursuant to the requirements of the Securities Act of 1933, the registrant has
duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Santa Ana, State of
California, on the 7th day of May, 2001.

                                                 Starbase Corporation


                                                 By: /s/ Douglas S. Norman
                                                     ---------------------------
                                                         Douglas S. Norman
                                                         Chief Financial Officer



                                POWER OF ATTORNEY

The undersigned directors and officers of Starbase Corporation hereby constitute
and appoint, William R. Stow III and Douglas S. Norman and each of them, with
full power to act without the other and with full power of substitution and
resubstitution, our true and lawful attorneys-in-fact with full power to execute
in our name and behalf in the capacities indicated below any and all amendments
(including post-effective amendments and amendments thereto) to this
registration statement under the Securities Act of 1933 and to file the same,
with all exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission and hereby ratify and confirm each and every
act and thing that such attorneys-in-fact, or any them, or their substitutes,
shall lawfully do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated.

<TABLE>
<CAPTION>
               Signature                               Title                                  Date
               ---------                               -----                                  ----
<S>                                        <C>                                            <C>

        /s/ William R. Stow III            President, Chief Executive Officer             May 7, 2001
----------------------------------------     and Chairman of the Board
          William R. Stow III


         /s/ Donald R. Farrow                  Executive V.P. Admin                       May 7, 2001
----------------------------------------           and Director
           Donald R. Farrow


         /s/ Frank R. Caccamo                        Director                             May 7, 2001
----------------------------------------
             Frank R. Caccamo


         /s/ John R. Snedegar                        Director                             May 7, 2001
----------------------------------------
           John R. Snedegar


         /s/ Phillip E. Pearce                       Director                             May 7, 2001
----------------------------------------
           Phillip E. Pearce


          /s/ Daniel P Ginns                         Director                             May 7, 2001
----------------------------------------
            Daniel P. Ginns


         /s/ Barry W. Sullivan                       Director                             May 7, 2001
----------------------------------------
           Barry W. Sullivan


         /s/ Douglas S. Norman                Chief Financial Officer                     May 7, 2001
----------------------------------------
          Douglas S. Norman
</TABLE>

<PAGE>   7

                                  EXHIBIT INDEX


<TABLE>
<CAPTION>
 Exhibit
 Number        Description
 ------        -----------
<S>            <C>

    5.1        Opinion of Jenkens & Gilchrist Parker Chapin LLP, as to the legality of the common stock being offered.

   23.1        Consent of Jenkens & Gilchrist Parker Chapin LLP (included in their opinion filed as Exhibit 5.1).

   23.2        Consent of PricewaterhouseCoopers LLP.

   23.3        Consent of Deloitte & Touche LLP.

   24.1        Power of attorney of certain officers and directors of the registrant (contained in the signature page).

   99.1        Form of Non-Qualified Stock Option Contract between the registrant and its directors, employees and consultants.

   99.2        Technology Builders Inc. Amended and Restated Stock Option and Incentive Stock Option Plan adopted March 22, 2000.

   99.3        Form of Technology Builders Inc. Notice of Grant of Stock Options and Option Agreement.

   99.4        Form of Technology Builders Inc. Incentive Stock Option Conversion Information.
</TABLE>
[{"type": "S-8", "sequence": "1", "filename": "a72204ors-8.txt", "description": "FORM S-8", "secsgml_size_bytes": 20170}]
{"company-data": {"conformed-name": "STARBASE CORP", "cik": "0000911577", "assigned-sic": "7372", "irs-number": "330567363", "state-of-incorporation": "DE", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-60310", "film-number": "1623530"}, "business-address": {"street1": "4 HUTTON CENTRE DRIVE", "street2": "SUITE 800", "city": "SANTA ANA", "state": "CA", "zip": "92707", "phone": "7144454400"}, "mail-address": {"street1": "4 HUTTON CENTRE DRIVE", "street2": "SUITE 800", "city": "SANTA ANA", "state": "CA", "zip": "92707"}}
1

       As filed with the Securities and Exchange Commission on May 7, 2001
                                                       Registration No. ________

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

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

                              STARBASE CORPORATION
             (Exact name of registrant as specified in its charter)

          DELAWARE                                               33-0567363
(State or other jurisdiction of                               (I.R.S. Employer
 incorporation or organization)                              Identification No.)

                        4 HUTTON CENTRE DRIVE, SUITE 800
                            SANTA ANA, CA 92707-8713
                    (Address of Principal Executive Offices)

           Technology Builders Inc. Amended and Restated Stock Option
                            and Stock Incentive Plan
                                       and
        NON-QUALIFIED STOCK OPTION AGREEMENTS BETWEEN THE REGISTRANT AND
                    ITS DIRECTORS, EMPLOYEES AND CONSULTANTS
                           (Full title of the plans)

                                DOUGLAS S. NORMAN
                        4 HUTTON CENTRE DRIVE, SUITE 800
                            SANTA ANA, CA 92707-8713
                                 (714) 445-4400
--------------------------------------------------------------------------------
 (Name, address and telephone number, including area code, of agent for service)

                                 with a copy to:
                            Martin E. Weisberg, Esq.
                      Jenkens & Gilchrist Parker Chapin LLP
                              405 Lexington Avenue
                            New York, New York 10174
                                 (212) 704-6000

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: As soon as
practicable after the effective date of this Registration Statement.

                         CALCULATION OF REGISTRATION FEE
=====================================================================================================================
                                                                 Proposed             Proposed
                                                                  Maximum              Maximum            Amount of
Title of each class of Securities           Amount to         Offering Price          Aggregate          Registration
        to be Registered                  be Registered          Per Share         Offering Price            Fee
---------------------------------------------------------------------------------------------------------------------
Common Stock, $.01 par value per share    8,084,401(1)(3)        $3.0207(2)        $24,420,550.10         $6,105.14
=====================================================================================================================
(1)   Pursuant to Rule 416(b), there shall also be deemed covered hereby all
      additional securities resulting from antidilution adjustments under
      Technology Builders Inc. Amended and Restated Stock Option and Stock
      Incentive Plan, the Non-Qualified Stock Option Agreements between the
      registrant and the directors of Starbase Corporation, the Non-Qualified
      Stock Option Agreements between the registrant and employees of Starbase
      Corporation, and the Non-Qualified Stock Option Agreements between the
      registrant and consultants of Starbase Corporation.

(2)   Pursuant to Rule 457(h), estimated solely for the purpose of calculating
      the registration fee on the basis of the exercise prices of (i) 1,216,222
      incentive stock options granted under the Technology Builders Inc. Stock
      Option and Stock Incentive Plan, (ii) 245,000 non-qualified stock options
      granted to directors of the registrant under stock option contracts, (iii)
      6,266,987 non-qualified stock options granted to employees of the
      registrant under stock option contracts and (iv) 356,192 non-qualified
      stock options granted to consultants of the registrant under stock option
      contracts.

(3)   Does not include an aggregate of 1,432,349 previously registered shares of
      common stock underlying options which have been canceled by the Company
      and reissued to certain officers, directors and employees of the Company.
2

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

The following documents filed by the registrant with the Securities and Exchange
Commission (Commission File No. 0-25612) pursuant to Section 13(a) of the
Securities Exchange Act of 1934 (the "Exchange Act") are incorporated herein by
reference:

     (a)  The registrant's Annual Report on Form 10-K for the year ended March
          31, 2000;

     (b)  The registrant's Quarterly Report on Form 10-Q for the quarter ended
          June 30, 2000;

     (c)  The registrant's Quarterly Report on Form 10-Q for the quarter ended
          September 30, 2000;

     (d)  The registrant's Quarterly Report on Form 10-Q for the quarter ended
          December 31, 2000;

     (e)  The registrant's Current Report on Form 8-K filed on April 27, 2000;

     (f)  The registrant's Current Report on Form 8-K filed on March 6, 2001;

     (g)  The registrant's Current Report on Form 8-K filed on March 9, 2001;

     (h)  The registrant's Current Report on Form 8-K/A filed on April 7, 2000;

     (i)  The registrant's Current Report on Form 8-K/A filed on June 27, 2000;
          and

     (j)  The description of the registrant's common stock contained in the
          registrant's registration statement on Form 10, as amended, filed on
          February 23, 1995 including any amendment or report filed for the
          purpose of updating such description.

All documents filed subsequent to the date of this registration statement
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act and prior to
the filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference in this registration
statement and to be a part hereof from the date of the filing of such documents.
Any statement contained in a document incorporated or deemed to be incorporated
herein by reference shall be deemed to be modified or superseded for purposes of
this registration statement to the extent that a statement contained herein or
in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement.
3

ITEM 4. DESCRIPTION OF SECURITIES.

Not required, since the registrant's common stock is registered under Section 12
of the Exchange Act.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

Not Applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Section 145 of the General Corporation Law of Delaware ("DGCL") provides that
directors, officers, employees or agents of Delaware corporations are entitled,
under certain circumstances, to be indemnified against expenses (including
attorneys' fees) and other liabilities actually and reasonably incurred by them
in connection with any suit brought against them in their capacity as a
director, officer, employee or agent, if they acted in good faith and in a
manner they reasonably believed to be in or not opposed to the best interests of
the corporation, and with respect to any criminal action or proceeding, if they
had no reasonable cause to believe their conduct was unlawful. Section 145 of
the DGCL also provides that directors, officers, employees and agents may also
be indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by them in connection with a derivative suit brought against
them in their capacity as a director, if they acted in good faith and in a
manner they reasonably believed to be in or not opposed to the best interests of
the corporation, except that no indemnification may be made without court
approval if such person was adjudged liable to the corporation.

Our certificate of incorporation provides that a director is not personally
liable for monetary damages to us or our stockholders for breach of his or her
fiduciary duties as a director. A director will be held liable for a breach of
his or her duty of loyalty to us or our stockholders, his or her intentional
misconduct or willful violation of law, actions or inactions not in good faith,
an unlawful stock purchase or payment of a dividend under Delaware law, or
transactions from which the director derives an improper personal benefit. This
limitation of liability does not affect the availability of equitable remedies
against the director including injunctive relief or rescission. Our certificate
of incorporation authorizes us to indemnify our officers, directors and other
agent to the fullest extent permitted under Delaware law.

We have entered into an indemnification agreement with each of our directors and
officers. In some cases, the provisions of the indemnification agreement may be
broader than the specific indemnification provisions contained in our
certificate of incorporation or otherwise permitted under Delaware law. Each
indemnification agreement may require us to indemnify an officer or director
against liabilities that may arise by reason of his status or service as an
officer or director, or against liabilities arising from the director's willful
misconduct of a culpable nature. The indemnification agreement may also require
us to obtain directors' and officers' liability insurance, if available on
reasonable terms. We maintain a directors and officers liability policy with
Lloyds of London and General Star Indemnity Corporation that contains an
aggregate limit of liability of $10,000,000 through 2001. Our bylaws authorize
us to indemnify our directors to the fullest extent permitted under Delaware
law. In addition, our board of directors, in its sole discretion, may indemnify
any present or former officers or employees of the corporation, including
officers or employees who are acting as "fiduciaries" of any employee benefit
plan, including an ERISA plan.
4

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

Not Applicable.

ITEM 8. EXHIBITS.
Exhibit
 Number        Description
 ------        -----------
5.1        Opinion of Jenkens & Gilchrist Parker Chapin LLP, as to the legality of the common stock being offered.

   23.1        Consent of Jenkens & Gilchrist Parker Chapin LLP (included in their opinion filed as Exhibit 5.1).

   23.2        Consent of PricewaterhouseCoopers LLP.

   23.3        Consent of Deloitte & Touche LLP.

   24.1        Power of attorney of certain officers and directors of the registrant (contained in the signature page).

   99.1        Form of Non-Qualified Stock Option Contract between the registrant and its directors, employees and consultants.

   99.2        Technology Builders Inc. Amended and Restated Stock Option and Incentive Stock Option Plan adopted March 22, 2000.

   99.3        Form of Technology Builders Inc. Notice of Grant of Stock Options and Option Agreement.

   99.4        Form of Technology Builders Inc. Incentive Stock Option Conversion Information.
ITEM 9. UNDERTAKINGS.

The undersigned registrant hereby undertakes:

     (1)  To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:

          (i)  To include any prospectus required by Section 10(a)(3) of the
               Securities Act of 1933, as amended (the "Securities Act");

         (ii)  To reflect in the prospectus any facts or events arising after
               the effective date of this registration statement (or the most
               recent post-effective amendment thereof) which, individually or
               in the aggregate, represent a fundamental change in the
               information set forth in this registration statement; and

        (iii)  To include any material information with respect to the plan of
               distribution not previously disclosed in this registration
               statement or any material change to such information in this
               registration statement;
5

provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
Section 13 or 15(d) of the Exchange Act that are incorporated by reference in
the registration statement.

     (2) That, for the purpose of determining any liability under the Securities
Act, each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

     (3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.

The undersigned registrant hereby undertakes that, for purposes of determining
any liability under the Securities Act, each filing of the registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is
incorporated by reference in this registration statement shall be deemed to be a
new registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

Insofar as indemnification for liabilities arising under the Securities Act may
be permitted to directors, officers and controlling persons of the registrant
pursuant to the foregoing provisions described in Item 6 above, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
6

                                   SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has
duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Santa Ana, State of
California, on the 7th day of May, 2001.

                                                 Starbase Corporation

                                                 By: /s/ Douglas S. Norman
                                                     ---------------------------
                                                         Douglas S. Norman
                                                         Chief Financial Officer

                                POWER OF ATTORNEY

The undersigned directors and officers of Starbase Corporation hereby constitute
and appoint, William R. Stow III and Douglas S. Norman and each of them, with
full power to act without the other and with full power of substitution and
resubstitution, our true and lawful attorneys-in-fact with full power to execute
in our name and behalf in the capacities indicated below any and all amendments
(including post-effective amendments and amendments thereto) to this
registration statement under the Securities Act of 1933 and to file the same,
with all exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission and hereby ratify and confirm each and every
act and thing that such attorneys-in-fact, or any them, or their substitutes,
shall lawfully do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated.
Signature                               Title                                  Date
               ---------                               -----                                  ----
/s/ William R. Stow III            President, Chief Executive Officer             May 7, 2001
----------------------------------------     and Chairman of the Board
          William R. Stow III

         /s/ Donald R. Farrow                  Executive V.P. Admin                       May 7, 2001
----------------------------------------           and Director
           Donald R. Farrow

         /s/ Frank R. Caccamo                        Director                             May 7, 2001
----------------------------------------
             Frank R. Caccamo

         /s/ John R. Snedegar                        Director                             May 7, 2001
----------------------------------------
           John R. Snedegar

         /s/ Phillip E. Pearce                       Director                             May 7, 2001
----------------------------------------
           Phillip E. Pearce

          /s/ Daniel P Ginns                         Director                             May 7, 2001
----------------------------------------
            Daniel P. Ginns

         /s/ Barry W. Sullivan                       Director                             May 7, 2001
----------------------------------------
           Barry W. Sullivan

         /s/ Douglas S. Norman                Chief Financial Officer                     May 7, 2001
----------------------------------------
          Douglas S. Norman
7

                                  EXHIBIT INDEX
Exhibit
 Number        Description
 ------        -----------
5.1        Opinion of Jenkens & Gilchrist Parker Chapin LLP, as to the legality of the common stock being offered.

   23.1        Consent of Jenkens & Gilchrist Parker Chapin LLP (included in their opinion filed as Exhibit 5.1).

   23.2        Consent of PricewaterhouseCoopers LLP.

   23.3        Consent of Deloitte & Touche LLP.

   24.1        Power of attorney of certain officers and directors of the registrant (contained in the signature page).

   99.1        Form of Non-Qualified Stock Option Contract between the registrant and its directors, employees and consultants.

   99.2        Technology Builders Inc. Amended and Restated Stock Option and Incentive Stock Option Plan adopted March 22, 2000.

   99.3        Form of Technology Builders Inc. Notice of Grant of Stock Options and Option Agreement.

   99.4        Form of Technology Builders Inc. Incentive Stock Option Conversion Information.