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                                                                     EXHIBIT 3.5

                       [LETTERHEAD OF EZRA AND BRUTZKUS]

                                October 5, 1999

                          ATTORNEY-CLIENT FEE CONTRACT
                          ----------------------------

     This document (the "agreement") is the written fee contract that
California law requires lawyers to have with their clients. We, Ezra and
Brutzkus, A Professional Corporation, will provide legal services to you,
Pacific Coast Apparel Co., Inc. on the terms set forth below.

1. CONDITIONS. This agreement will not take effect, and we will have no
obligation to provide legal services, until you return a signed copy of this
agreement and pay the initial deposit called for under Paragraph 4.

2. SCOPE OF SERVICES. You are hiring us as your attorneys with regard to
insolvency issues and the development of potential alternatives. We will
provide those legal services reasonably required to represent you. We will take
reasonable steps to keep you informed of progress and to respond to your
inquiries. We will not represent you in any litigation proceedings or
bankruptcy absent further written arrangements. Unless you and we make a
different agreement in writing, this agreement will govern all future services
we perform for you.

3. CLIENT'S DUTIES. You agree to be truthful with us, to cooperate, to keep us
informed of developments, to abide by this agreement, to pay our bills on time
and to keep us advised of your address, telephone and whereabouts.

4. MINIMUM FEE/DEPOSIT. You agree to pay us an initial deposit of $10,000.00
paid in exchange for our agreement to represent you. The fee is non-refundable,
but our hourly charges will be credited against it. Any future deposit will be
credited towards costs and fees incurred.

     Whenever your deposit is exhausted, we reserve the right to demand
additional deposits. You agree to pay all deposits after the initial deposit
within 10 days of our demand. Except for the minimum fee, any unused deposit at
the conclusion of our services will be refunded.

5. LEGAL FEES AND BILLING PRACTICES. You agree to pay by the hour at our
prevailing rates for time spent on your matter by our legal personnel. Our
current hourly rates for legal personnel are: $225.00 for G. Michael Jackson,
$250.00 for Mark Brutzkus and $350.00 for Robert Ezra. Our current hourly rate
for paralegal


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services is $100.00 and word processing fee of $35.00. Such amounts may
increase but only to a maximum of $50.00 per hour, per attorney for the year
1999.

     We will charge your for the time we spend on telephone calls relating to
your matter, including calls with you, opposing counsel or court personnel. The
legal personnel assigned your matter will confer among themselves about the
matter, as required. When they do confer, each person will charge for the time
expended. Likewise, if more than one of our legal personnel attends a meeting,
court hearing or other proceeding, each will charge for time spent. We will
charge for waiting in court and elsewhere and for travel time, both local and
out of town.

6. COSTS AND OTHER CHARGES.

     (a) In General. We will incur various costs and expenses in performing
legal services under this agreement. You agree to pay for those costs and
expenses in addition to the hourly fees. The costs and expenses commonly
include process servers' fees, fees fixed by law or assessed by courts and
other agencies, court reporters' fees, long distance telephone calls, messenger
and other delivery fees, postage, parking and other local travel expenses,
photocopying and other reproduction costs, clerical staff overtime, word
processing charges, charges for computer time and other similar items. All
costs and expenses will be charged at our cost or rates regularly charged.

     (b) Out of Town Travel. You agree to pay transportation, meals, lodging
and all other costs of any necessary out-of-town travel by our personnel. You
will also be charged the hourly rates for the time legal personnel spend
traveling.

     (c) Experts, Consultants and Investigators. To aid in the preparation or
presentation of your case, it may become necessary to hire expert witnesses,
consultants or investigators. We will not hire such persons unless your agree
to pay their fees and charges. We will select any expert witnesses, consultants
or investigators to be hired.

7. BILLING STATEMENTS. We will send you periodic statements from time to time,
for fees and costs incurred, which have been deducted from your deposit.

     You agree to pay interest monthly at the rate of 10% per annum on all
amounts not paid within one month after billing and until all outstanding debt
is paid in full.

8. LIEN. You hereby grant us a lien on any and all claims or causes of action
that are the subject of our representation under this agreement. Our lien will
be for any sums owing to us at the conclusion of our services. The lien will
attach to any recovery you may obtain, whether by arbitration award, judgment,
settlement or otherwise.


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9. DISCHARGE AND WITHDRAWAL. You may discharge us at any time. We may withdraw
with your consent or for good cause. Good cause includes your breach of this
agreement, your refusal to cooperate with us or to follow our advice on a
material matter or any fact or circumstance that would render our continuing
representation unlawful or unethical.

10. DISCLAIMER OF GUARANTEE. Nothing in this agreement and nothing in our
statements to you will be construed as a promise or guarantee about the outcome
of your matter. We make no such promises or guarantees. Our comments about the
outcome or your matter are expressions of opinion only.

11. INSURANCE COVERAGE. Pursuant to California Business and Professions Code
Section 6148, we are required to advise you if we maintain an Errors and
Omissions insurance policy which is applicable to the services which are
covered by this retainer agreement. We do maintain errors and omissions
insurance that is consistent with the type of work that we generally perform.
Accordingly, we believe that the definitions of coverage, include the services
which are to be rendered in this matter.

12. FEE DISPUTES. As you may know, in the event of a fee dispute, you are
entitled to seek redress and to arbitrate pursuant to California Business and
Professions Code 6200-6202. In the event that arbitration is sought, the code
has been amended to disallow a trial after arbitration, in the event that the
parties had not agreed to binding arbitration. A new trial will be denied if a
party willfully fails to appear at the arbitration. The non-appearing party
will have the burden to prove that the failure to appear was not willful and
that showing to evidence same will have to be made to the Court.

13. EFFECTIVE DATE. This agreement will take effect when you have performed the
conditions stated in Paragraph 1, but its effective date will be retroactive to
the date we first performed services. The date at the beginning of this
agreement is for reference only. Even if this agreement does not take effect,
you will be obligated to pay us the reasonable values of any services we may
have performed for you.

14. COUNTERPARTS. This agreement may be executed in one or more counterparts,
each of which shall be deemed to be an original, but all of which together
shall constitute one and the same instrument.


                                    EZRA AND BRUTZKUS, A PROFESSIONAL
                                    CORPORATION


                                    By: /s/ ROBERT EZRA
                                        ------------------------------
                                        ROBERT EZRA



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I/We have read and understood the foregoing terms and agree to them, as of the
date Ezra and Brutzkus, A Professional Corporation first provided services. If
more than one party signs below, we each agree to be liable, jointly and
severally, for all obligations under this agreement.

Address:   1620 So. Los Angeles Street
           Los Angeles, California 90015

Telephone: 213/748-9724
Fax:       213/748-1206



                                      PACIFIC COAST APPAREL COMPANY, INC.



                                      /s/ TERRENCE L. McGOVERN
                                      --------------------------------
                                      By: TERRENCE L. McGOVERN



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