PartsBase, Inc.                                                 Exhibit 3.5
                            ARTICLES OF INCORPORATION
                                       OF
                             OLYMPUS STAFFING, INC.


     The  undersigned  subscribed to these Articles of  Incorporation  to form a
corporation for profit under the laws of the State of Florida.

                                    ARTICLE I

     The name of the Corporation shall be:

                             OLYMPUS STAFFING, INC.

     And its initial post office address and its principal office for conduct of
business is:

                              621 N.W. 53rd Street
                                    Suite 700
                            Boca Raton, Florida 33487

                                   ARTICLE II


     The purpose of the Corporation  shall be all lawful purposes under the laws
of the State of Florida.
                                   ARTICLE III

     The  maximum  number  of  shares  of  stock  of this  Corporation  which is
authorized to have  outstanding at any one time is 100 shares of common stock at
$0.001 par value.  Said stock  shall be  non-assessable  and shall be payable in
lawful money of the United States or in property, labor or in services at a just
valuation to be fixed by the stockholders at a meeting duly convened and held.

                                   ARTICLE IV

     Every  shareholder,  upon  the  sale  for  cash  of any new  stock  of this
Corporation  of the same kind,  class or series as that which he or she  already
holds,  shall have the right to purchase his or her pro rata share  thereof ( as
nearly as may be done  without  issuance of  fractional  shares) at the price at
which it is offered to others.

                                    ARTICLE V

     The term for which this Corporation  shall exist shall be perpetual and the
business of the  Corporation  shall be conducted,  carried on and managed by the
officers of this  Corporation  and a Board of Directors  composed of one or more
members,  which  number may be altered  from time to time by the By-laws of this
Corporation within the limitations prescribed by law.

     The  officers  of this  Corporation  shall be a  President,  Treasurer  and
Secretary and any other officer as the Board of Directors may deem expedient.

                                   ARTICLE VI

     This Corporation shall have one director initially. The number of directors
may be either  increased or  diminished  from time to time by the  By-Laws,  but
shall  never be less  than one.  The  name(s)  and  address(es)  of the  initial
director(s) of this Corporation is:



                                 MARK J. WEICHER
                              621 N.W. 53rd Street
                                    Suite 700
                            BOCA RATON, FLORIDA 33487



                                   ARTICLE VII

     No contract,  act or  transaction  of this  Corporation  with any person or
persons, firm or other corporation, in the absence of fraud or wrongdoing, shall
be affected or invalidated by the fact that any director of this  Corporation is
a party to or interested in such  contract,  act or  transaction,  or in any way
connected with such person,  persons,  firm or  corporation,  and each and every


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person who may become a director of this Corporation is hereby relieved from any
liability that might otherwise exist from thus contracting with this Corporation
in  which  he or  she  may in  any  way be  interested.  Any  director  of  this
Corporation  may  vote  upon  any  contract  or other  transaction  between  the
Corporation and any subsidiary or controlled  company without regard to the fact
that he or she is also a director of such subsidiary or controlled company.



                                  ARTICLE VIII

     The street address of the initial  registered office of this Corporation is
1499 West Palmetto Park Road, Suite 210, Boca Raton, Florida 33486, and the name
of the initial registered agent of this Corporation is:


                            Elaine M. Gatsos, Esquire


                                   ARTICLE IX

     These  Articles  of  Incorporation  of  this  Corporation  may be  amended,
changed,  altered or repealed in the manner now or hereafter  prescribed  by the
Florida Statues and all rights  conferred upon  stockholders  herein are granted
subject to this reservation.

     IN  WITNESS  WHEREOF,  the  undersigned  subscribers  have  executed  these
Articles of Incorporation this 26th day of September, 2001.


     /S/ Elaine M. Gatsos                                      /S/ Mark Weicher
     Witness (sign name)                                        Mark J. Weicher

     Elaine M. Gatsos
     (print name)

     /S/ Laura Shields
     Witness (sign name)

     Laura Shields
     (Print name)

     STATE OF FLORIDA           )
     COUNTY OF PALM BEACH)

Before me, a Notary Public authorized to take  acknowledgements in the State and
County set forth above,  personally appeared, MARK J. WEICHER, having produced a
Florida  Driver's  License,  and known by me to be the person who  executed  the
foregoing  Articles of Incorporation,  and they  acknowledged  before me that he
executed the Article of Incorporation.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal, in
the State and County aforesaid this 26th day of September, 2001.


                                           /S/ Laura J. Shields
                                              Notary Public

                                           My Commission No.:
                                           My Commission Expires.:



                                           Laura J. Shields
                                           My Commission # CC 841708
                                           Expires: august 29, 2003
                                           Based thru Notary Public Underwriters


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