Exhibit 3.5

STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 01:00 PM 12/10/2002
020756479 - 3600153

                          CERTIFICATE OF INCORPORATION
                                       OF
                              BMS DISTRIBUTING, INC.

                                   ARTICLE I

      The name of the corporation is BMS Distributing,  Inc. (hereinafter called
the ("Corporation").

                                   ARTICLE II

      The  address  of the  Corporation's  registered  office  in the  State  of
Delaware is 1209 Orange Street, City of Wilmington,  County of New Castle, 19801
and the name of its registered  agent at such address is The  Corporation  Trust
Company.

                                  ARTICLE III

      The purpose for which the Corporation is formed is to engage in any lawful
act or  activity  for which  corporations  may be  organized  under the  General
Corporation Law of Delaware.

                                   ARTICLE IV

      The  capital   stock   authorized,   the  par  value   thereof,   and  the
characteristics of such stock shall be as follows:

      Number of Shares              Par Value               Class of
      Authorized                    Per Share               Stock
      ----------------              ---------               --------
      3,000                         $0.001                  Common

                                   ARTICLE V

      The  name of the  Incorporator  is David  Barkus  and the  address  of the
Incorporator is c/o Greenberg Traurig,  P.A., 1221 Brickell Avenue,  21st Floor,
Miami, Florida 33131.

                                   ARTICLE VI

      The Board of Directors of the  Corporation  shall  consist of at least one
director,  with the  exact  number to be fixed  from time to time in the  manner
provided  in the  Corporation's  Bylaws,  who will  serve  as the  Corporation's
director until successors are duly elected and qualified.

                                  ARTICLE VII

      No director of the  Corporation  shall be liable to the Corporation or its
stockholders  for monetary  damages for breach of fiduciary  duty as a director,
except for liability (i) for any breach of the director's duty of loyalty to the
Corporation or its stockholders, (ii) for acts or




omissions not in good faith or that involve intentional  misconduct or a knowing
violation of law, (iii) under ss.174 of the Delaware General Corporation Law, or
(iv) for any transaction  from which the director  derived an improper  personal
benefit.  It is the intent that this  provision  be  interpreted  to provide the
maximum  protection  against liability  afforded to directors under the Delaware
General Corporation Law in existence either now or hereafter.

                                  ARTICLE VIII

      This  Corporation  shall indemnify and shall advance expenses on behalf of
its officers and directors to the fullest  extent  permitted by law in existence
either now or hereafter.

                                   ARTICLE IX


      The directors of the Corporation  shall have the power to adopt,  amend or
repeal the bylaws of the Corporation.

      IN WITNESS WHEREOF,  the undersigned,  being the Incorporator named above,
for the purpose of forming a corporation pursuant to the General Corporation Law
of the State of Delaware, has signed this Certificate of Incorporation this 1Oth
day of December, 2002.


                                                /s/ David Barkus
                                                ---------------------------
                                                David A. Barkus, Incorporator




STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 04:30 PM 12/11/2002
020762981 - 3600153

                          CERTIFICATE OF CORRECTION OF
                          CERTIFICATE OF INCORPORATION
                                       OF
                             BMS DISTRIBUTING, INC.

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

      It is hereby certified that:

      1.    The name  of the  corporation (hereinafter called the "Corporation"}
is BMS DISTRIBUTING, INC.

      2.    The  Certificate   of   Incorporation   of  the   Corporation   (the
"Certificate"),  which was filed by the  Secretary  of the State of  Delaware on
December 10, 2002, is hereby corrected.

      3.    The inaccurate  portion  of the Certificate  to be  corrected  is as
follows.

                                    ARTICLE I

            The name of the corporation is BMS Distributing,  Inc.  (hereinafter
            called the "Corporation").

      4.    The portion of the Certificate in corrected form is as follows:

                                    ARTICLE I

            The name of the corporation is BMS Distributing  Corp.  (hereinafter
            called the "Corporation").



      IN WITNESS  WHEREOF,  said  Corporation has caused this  Certificate to be
signed by its incorporator, this 11th day of December, 2002.


                                                /s/ David Barkus
                                                ---------------------------
                                                David A. Barkus, Incorporator