PartsBase, Inc.                                                      Exhibit 3.7
                                   BY- LAWS OF
                             Olympus Staffing, Inc.

                               ARTICLE I- OFFICES

     The principal office of the corporation shall be established and maintained
at 621 NW 53rd Street  Suite 700 Boca Raton,  FL 33487 in The City of Boca Raton
in the County of Palm Beach The corporation may also have offices at such places
within  or  without  the  State of  Florida  as the  board may from time to time
establish.

                            ARTICLE II- STOCKHOLDERS

1.   PLACE OF MEETINGS

Meetings  of the  stockholders  shall  be held at the  principal  office  of the
corporation or at such place within or without the State of Florida as the board
shall authorize.

2.   ANNUAL MEETING

The annual meeting of stockholders shall be held on the 11th day of October,  at
2:00 PM in each year; however, if such day falls on a Sunday or a legal holiday,
then on the next business day following at the same time, the stockholders shall
elect a Board of Directors and transact such other business as may properly come
before the meeting.

3.   SPECIAL MEETINGS

Special  meetings  of the  stockholders  may be  called  by the  Board or by the
president  or at the written  request of  stockholders  owning a majority of the
stock entitled to vote at such meeting.  A meeting requested by the stockholders
shall be called  for a date not less than ten nor more than  sixty  days after a
request is made.  The secretary  shall issue the call for the meeting unless the
president, the Board or the stockholder shall designate another to make the said
call.

4.   NOTICE OF MEETINGS

Written  notice of each meeting of  stockholders  shall state the purpose of the
meeting and the time and place of the  meeting.  Notice  shall be mailed to each
stockholder having the right and entitled to vote at such meetings,  at his last
address as it appears on the records of the  corporation,  not less than ten nor
more than sixty days before the date set for such meeting.  Such notice shall be
sufficient for the meeting and any adjournment thereof. If any stockholder shall
transfer  their  stock after  notice,  it shall not be  necessary  to notify the
transferee. Any stockholder may waive notice of any meting either before, during
or after the meeting.

5.   RECORD DATE

The Board may fix a record  date not more than  forty days prior to the date set
for a meeting of  stockholders  as the date of which the  stockholders of record
who have the right to and are  entitled to notice of and to vote at such meeting
and any adjournment thereof shall be determined.  Notice that such date has been
fixed may be published in the city,  town or country where the principal  office
of the corporation is located in each city or town where a transfer agent of the
stock of the corporation is located.

6.   VOTING

Every  stockholder  shall be  entitled at each  meeting  and upon each  proposal
presented at each meeting to one vote for each share of voting stock recorded in
the stockholder name on the books of the corporation on the record date as fixed
by the Board.  If no record date was fixed,  on the date of the meeting the book
of records of stockholders  shall be produced at the meeting upon the request of
any stockholder.  Upon demand of any stockholder, the vote for Directors and the
vote upon any question  before the meeting shall be by ballot.  All election for
Directors  shall be decided by  plurality  vote;  all other  questions  shall be
decided by majority vote.

7.   QUORUM
The presence,  in person or by proxy, of stockholders  holding a majority of the
stock of the  corporation  entitled  to vote  shall  constitute  a quorum at all
meetings  of the  stockholders.  In case a quorum  shall not be  present  at any
meetings,  a majority in interest of the  stockholders  entitled to vote thereat


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present in person or by proxy, shall have power to adjourn the meeting from time
to time,  without  notice  other than  announcement  at the  meeting,  until the
requisite amount of the stock entitled to vote be present. At any such adjourned
meeting at which the requisite  amount of stock entitled to vote be represented,
any business may be transacted  which might have been  transacted at the meeting
as  originally  noticed;  but only those  stockholders  entitled  to vote at the
meeting as originally  noticed shall be entitled to vote at any  adjournment  or
adjournments thereof.

8.   PROXIES

At any  stockholders  meeting or any  adjournment  thereof,  any  stockholder of
record having the right and entitled to vote thereat may be represented and vote
by proxy appointed in a written  instrument.  No such proxy shall be voted after
three years from the date of the instrument unless the instrument provides for a
longer period.  In the event that any such  instrument  provides for two or more
persons to act as proxies, a majority of such persons present at the meeting, or
if only one be  present,  that one shall  have all the powers  conferred  by the
instrument upon all persons so designated  unless the instrument shall otherwise
provide.

9.   STOCKHOLDER LIST

After  fixing a record  date for a meeting,  the  corporation  shall  prepare an
alphabetical  list of the  names of all its  shareholders  who are  entitles  to
notice of a shareholders'  meeting.  Such list shall be arranged by voting group
with the names and  addresses of, and the number and class and series if any, of
shares  held by  each.  This  list  shall be  available  for  inspection  by any
shareholder for a period of ten days prior to the meeting.


                             ARTICLE III- DIRECTORS


1.   BOARD OF DIRECTORS

The  business  of the  corporation  shall be managed  and its  corporate  powers
exercised by a Board of 1 Directors  each of whom shall be of full age. It shall
not be necessary for Directors to be stockholders.

2.   ELECTION AND TERM OF DIRECTORS

Directors  shall be  elected  at the annual  meeting  of  stockholders  and each
Director  elected  shall hold office  until his  successor  has been elected and
qualified, or until the Directors prior resignation or removal.

3.   VACANCIES

If the office of any  Director,  member of a committee or other  office  becomes
vacant the remaining  Directors in office,  by a majority  vote, may appoint any
qualified  person to fill such  vacancy who shall hold office for the  unexpired
term and until a successor shall be duly chosen.

4.   REMOVAL OF DIRECTORS

Any or all of the  Directors  may be removed with or without  cause by vote of a
majority of all the stock  outstanding and entitled to vote at a special meeting
of stockholders called for that purpose.

5.   NEWLY CREATED DIRECTORSHIPS

The number of  Directors  may be  increased  by amendment of these Bylaws by the
affirmative vote of a majority of the Directors,  though less than a quorum, or,
by the affirmative  vote of a majority in interest of the  stockholders,  at the
annual meeting or at a special meeting called for that purpose, and by like vote
the additional  Directors may be chosen at such meeting to hold office until the
next annual election and until their successors are elected and qualify.

6.   RESIGNATION

A Director  may resign at any time by giving  written  notice to the Board,  the
president or the secretary of the corporation. Unless otherwise specified in the
notice,  the resignation  shall take effect upon receipt thereof by the Board or
such officer,  and the acceptance of the  resignation  shall not be necessary to
make it effective.

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7.   QUORUM OF DIRECTORS

A majority of the Directors  shall  constitute a quorum for the  transaction  of
business.  If at any  meeting  of the  Board  there  shall be less than a quorum
present,  a majority of those  present may adjourn the meeting until a quorum is
obtained and no further notice thereof need be given other than by  announcement
at the meeting which shall be so adjourned.

8.   PLACE AND TIME OF BOARD MEETINGS

The Board may hold its  meetings  at the  office of the  corporation  or at such
other places  either  within or without the State of Florida as it may from time
to time determine.

9.   REGULAR ANNUAL MEETING

A regular  annual meeting of the Board shall be held  immediately  following the
annual  meeting  of the  stockholders  at the place of such  annual  meeting  of
stockholders.

10.  NOTICE OF MEETINGS OF THE BOARD

Regular  meetings of the Board may be held without notice at such time and place
as it shall from time to time determine.  Special meetings of the Board shall be
held upon notice to the Directors and may be called by the president  upon three
days notice to each Director  either  personally or by mail or by wire;  special
meetings  shall be called by the  president or by the secretary in a like manner
on written  request of two  Directors.  Notice of a meeting need not be given to
any Director who submits a Waiver of Notice  whether before or after the meeting
or  who  attends  the  meeting  without  protesting  prior  thereto  or  at  its
commencement, the lack of notice to him.

11.  EXECUTIVE AND OTHER COMMITEES

The Board,  by  resolution,  may designate two or more of their number to one or
more  committees,  which,  to the extent  provided in said  resolution  or these
by-laws may exercise the powers of the Board in the  management  of the business
of the corporation.

12.  COMPENSATION

No compensation shall be paid to Directors,  as such for their services,  but by
resolution of the Board a fixed sum and expenses for actual attendance,  at each
regular  or  special  meeting  of the Board may be  authorized.  Nothing  herein
contained  shall  be  construed  to  preclude  any  Director  from  serving  the
corporation in any other capacity and receiving compensation therefore.


                              ARTICLE IV- OFFICERS


1.   OFFICERS, ELECTION AND TERM

     A. The Board may elect or  appoint a  chairman,  a  president,  one or more
     vice-presidents,  a secretary,  an assistant secretary,  a treasurer and an
     assistant  treasurer and such other  officers as it may determine who shall
     have duties and powers as hereinafter provided.

     B. All  officers  shall be elected or  appointed  to hold office  until the
     meeting of the Board following the next annual meeting of stockholders  and
     until their successors have been elected or appointed and qualified.

2.   REMOVAL, RESIGNATION, SALARY, ETC.

     A. Any  officer  elected  or  appointed  by the Board may be removed by the
     Board with or without cause.

     B. In the event of the death,  resignation  or removal of an  officer,  the
     Board In its  discretion  may  elect or  appoint  a  successor  to fill the
     unexpired term.

     C. Any two or more offices may be held by the same person.

     D. The salaries of all officers shall be fixed by the Board.

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     E. The  Directors may require any officer to give security for the faithful
     performance of his duties.

3.   CHAIRMAN

The chairman of the Board,  if one be elected,  shall preside at all meetings of
the Board and shall have and perform  such other duties from time to time as may
be assigned to him by the Board or the executive committee.

4.   PRESIDENT

The president shall be the chief executive  officer of the corporation and shall
have the general powers and duties of supervision and management  usually vested
in the office of the president of the  corporation.  The president shall preside
at all meetings of the  stockholder  if present  thereat,  and in the absence or
non-election  of the  chairman of the Board,  at all  meeting of the Board,  and
shall have  general  supervision  direction  and control of the  business of the
corporation.  Except as the Board shall authorize the execution  thereof in some
other manner, the president shall execute bonds, mortgages ad other contracts in
behalf  of the  corporation  and  shall  cause  the  seal to be  affixed  to any
instrument  requiring it and when so affixed,  the seal shall be attested by the
signature  of the  secretary or the  treasurer  or an assistant  secretary or an
assistant treasurer.

5.   VICE PRESIDENTS

During the absence or disability of the  president,  the  vice-president,  or if
there be more than one, the executive vice-president,  shall have all the powers
and functions of the  president.  Each  vice-president  shall perform such other
duties as the board shall prescribe.

6.   SECRETARY

The  secretary  shall attend all meetings of the Board and of the  stockholders,
record all votes and  minutes of all  proceedings  in a book to be kept for that
purpose, give or cause to be given notice of all meetings of stockholders and of
meetings and special meetings of the Board, keep in safe custody the seal of the
corporation  and affix it to any instrument  when authorized by the Board or the
president, when required,  prepare or cause to be prepared and available at each
meeting of stockholders a certified list in  alphabetical  order of the names of
stockholders  entitled to vote thereat,  indicating the number of shares of each
respective  class  held by  each,  keep all the  documents  and  records  of the
corporation  as required by law or  otherwise  in a proper or safe  manner,  and
perform such other duties as may be  prescribed  by the Board or assigned by the
president.

7.   ASSISTANT SECRETARIES

During the absence or disability of the secretary, the assistant-secretary or if
there are more than one, the one so designated by the secretary or by the Board,
shall have all the powers and functions of the secretary.

8.   TREASURER

The treasurer shall have the custody of the corporate funds and securities, keep
full and accurate accounts of receipts and disbursements in the corporate books,
deposit  all  money  and other  valuables  in the name and to the  credit of the
corporation in such depositories as may be designated by the Board, disburse the
funds of the  corporation  as may be  ordered  or  authorized  by the  Board and
preserve proper vouchers for such disbursements, render to the President and the
Board at the regular  meetings of the Board,  or  whenever  they  require it, an
account of all the transactions made as treasurer and of the financial condition
of the  corporation.  The treasurer shall also render a full financial report at
the annual  meeting of the  stockholders  if so  requested.  The  treasurer  may
request and shall be  furnished by all  corporate  officers and agents with such
reports  and  statements  as the  treasurer  may  require  as to  all  financial
transactions of the corporation, and perform such other duties as are designated
by these By-laws or as from time to time are assigned by the Board of Directors.

9.   ASSISTANT TREASURERS

During the absence or disability of the treasurer,  the assistant treasurer,  or
if there be more than one, the one so  designated by the treasurer or the Board,
shall have all the powers and functions of the treasurer.

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10.  SURETIES AND BONDS

In case the Board  shall so  require,  any  officer or agent of the  corporation
shall  execute  to the  corporation  a bond in such sum and with such  surety or
sureties as the Board may direct,  conditioned upon the faithful  performance of
duties to the  corporation and including  responsibility  for negligence and for
the accounting of all property, funds or securities of the corporation which the
officer or agent may be responsible for.


                       ARTICLE V- CERTIFICATES FOR SHARES

1.   CERTIFICATES

The shares of the corporation  shall be represented by certificates.  They shall
be numbered and entered in the books of the corporation as they are issued. They
shall exhibit the holder's name, the number of shares and shall be signed by the
president  and  secretary  and  shall  bear  the  corporate   seal.   When  such
certificates are signed by the transfer agent or an assistant  transfer agent or
by a transfer  clerk acting on behalf of the  corporation  and a registrar,  the
signatures of such officers may be facsimiles.

2.   LOST OR DESTROYED CERTIFICATES

The Board may direct a new  certificate or certificates to be issued in place of
any certificates theretofore issued by the corporation alleged to have been lost
or  destroyed,  upon the  making  of an  affidavit  of that  fact by the  person
claiming the certificate to be lost or destroyed. When authorizing such issue of
a new  certificate  or  certificates,  the Board  may,  in its  discretion  as a
condition  preceding  the  issuance  thereof,  require the owner of such lost or
destroyed certificate or certificates,  or the owner's legal representative,  to
advertise  the  same  in such  manner  as it  shall  require  and/  or give  the
corporation a bond in such sum and with such surety or sureties as it may direct
as  indemnity  against any claim that may be made against the  corporation  with
respect to the certificate alleged to have been lost or destroyed.

3.   TRANSFER OF SHARES

Upon surrender to the  corporation or the transfer agent of the corporation of a
certificate  for shares  duly  endorsed  or  accompanied  by proper  evidence of
succession,  assignment  or authority  to transfer,  it shall be the duty of the
corporation  to issue a new  certificate  to the person  entitled  thereto,  and
cancel the old certificate; every such transfer shall be entered on the transfer
book of the corporation which shall be kept at its principal office.  Whenever a
transfer shall be made for a collateral security,  and not absolutely,  it shall
be so expressed in the entry of the transfer  ledger.  No transfer shall be made
within ten days next preceding the annual meeting of the stockholders.

4.   CLOSING TRANSFER BOOKS

The  Board  shall  have the  power  to close  the  share  transfer  books of the
corporation  for a period of not more than ten days during the thirty day period
immediately preceding (a) any stockholder's  meeting, or (b) any date upon which
stockholders  shall be called upon or to have a right to take  action  without a
meeting,  or (c) any date fixed for the  payment of a dividend or any other form
of distribution,  and only those stockholders of record at the time the transfer
books are closed,  shall be  recognized as such for the purpose of (a) receiving
notice of or voting at such  meeting or (b)  allowing  them to take  appropriate
action,  or (c)  entitling  them  to  receive  any  dividend  or  other  form of
distribution.


                              ARTICLE VI- DIVIDENDS

The Board may out of funds legally available, at any regular or special meeting,
declare  dividends upon the capital stock of the  corporations and when it deems
expedient. Before declaring any dividend there may be set apart out of any funds
of the corporation  available for dividends,  such sum or sums as the Board from
time to time in their discretion deem proper for working capital or as a reserve
fund to  meet  contingencies  or for  equalizing  dividends  or for  such  other
purposes as the Board shall deem conducive to the interest of the corporation.


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                           ARTICLE VII- CORPORATE SEAL

The seal of the  corporation  shall be circular in form and bear the name of the
corporation,  the  year of its  organization  and  the  words  "CORPORATE  SEAL,
FLORIDA". The seal may be used by causing it to be stamped or impressed directly
on the instrument or writing to be sealed,  or upon adhesive  substance  affixed
thereto.  The seal on the certificates for shares or on any corporate obligation
for the payment of money may be facsimile, engraved or printed.


                      ARTICLE VIII-EXECUTION OF INSTRUMENTS

All  corporate  instruments  and  documents  shall be signed  or  countersigned,
executed,  verified or  acknowledged by such officer or officers or other person
or persons as the Board may from time to time designate.

All  checks,  drafts or other  orders for the  payment of money,  notes or other
evidences of indebtedness  issued in the name of the corporation shall be signed
by such officer or  officers,  agent or agents of the  corporation,  and in such
manner as shall be determined from time to time by resolution of the Board.


                             ARTICLE IX- FISCAL YEAR

The fiscal year shall begin on the first day of each year.


                     ARTICLE X- NOTICE AND WAIVER OF NOTICE

Whenever any notice is required by these By-Laws to be given, personal notice is
not meant  unless  expressly  so stated,  and any notice so  required,  shall be
deemed to be sufficient if given by depositing  the same in a post office box in
a sealed postage-paid  wrapper,  addressed to the person entitled thereto at the
last known post office address, and such notice shall be deemed to have given on
the day of such mailing. Stockholders not entitled to vote shall not be entitled
to receive notice of any meetings except as otherwise provided by Statute.

Whenever any notice whatever is required to be given under the provisions of any
law, or under the provisions of the Articles of Incorporation of the corporation
or these By-Laws,  a waiver thereof in writing,  signed by the person or persons
entitled to said notice,  whether before or after the time stated therein, shall
be deemed equivalent thereto.


                            ARTICLE XI- CONSTRUCTION

Whenever a  conflict  arises  between  the  language  of these  By-Laws  and the
Articles of Incorporation the Articles of Incorporation shall govern.


                         ARTICLE XII- CLOSE CORPORATION

1.   CONDUCT OF BUSINESS WITHOUT MEETINGS

Any action of the stockholders,  directors or the committee may be taken without
a meeting if consent in  writing,  setting  forth the action so taken,  shall be
signed by all  persons who would be entitled to vote on such action at a meeting
and filed with the secretary of the  corporation  as part of the  proceedings of
the stockholders, Director or committees as the case may be.

2.   MANAGEMENT BY STOCKHOLDERS

In the event the  stockholders,  are named in the Articles of Incorporation  and
are  empowered  therein to manage  the  affairs  of the  corporation  in lieu of
Directors, the stockholders of the corporation shall be deemed Directors for the
purposes  of these  By-laws  and  wherever  the words "  Directors",  " Board of
Directors" or "Board" appear in these By-laws those words shall be taken to mean
stockholders.

The  stockholders  may, by majority vote,  create a Board of Directors to manage
the business of the corporation and exercise its corporate powers.


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                            ARTICLE XIII- AMENDMENTS

These  By-laws may be altered or repealed  and By-laws may be made at any annual
meeting of the  stockholders  or at any special meeting thereof if notice of the
proposed alteration or repeal to be made contained in the notice of such special
meeting,  by the  affirmative  vote  of a  majority  of  the  stock  issued  and
outstanding  and  entitled  to vote  thereat,  or by the  affirmative  vote of a
majority  of the Board at any  regular  meeting  of the Board or at any  special
meeting of the Board if notice of the proposed  alteration  or repeal to be made
is contained in the notice of such special meeting.


                         ARTICLE XIV- EMERGENCY BY-LAWS

1.   CONDUCT OF BUSINESS WITHOUT MEETINGS

Pursuant  to Florida  Statue  607.0207  the  corporation  adopts  the  following
By-laws,  which  shall be  effective  only if a quorum of the  Directors  of the
corporation cannot be readily assembled because of some catastrophic event.

2.   CALLING A MEETING

In the event of such  catastrophic  event,  any member of the Board of Directors
shall be  authorized  to call a meeting of the Board of  Directors.  Such member
calling  an  emergency  meeting  shall use any means of  communication  at their
disposal to notify all other members of the Board of such meeting.

3.   QUORUM

Any one member of the Board of Directors shall  constitute a quorum of the Board
of  Directors.  The  members of the Board of  Directors  meeting  during such an
emergency,  may  select  any person or  persons  as  additional  Board  members,
officers or agents of the corporation.

4.   INDEMNIFICATION

The members of such  emergency  Board of Directors are authorized to utilize any
means at their  disposal to preserve and protect the assets of the  corporation.
Any action taken in good faith and acted upon in  accordance  with these By-laws
shall  bind  the  corporation;  and the  corporation  shall  hold  harmless  any
Director,  officer, employee or agent who undertakes an action pursuant to these
By-laws.

5.   TERMINATION OF EMERGENCY BY-LAWS

These  emergency  By-laws  shall not be  effective  at the end of the  emergency
period.


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