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                                                                     EXHIBIT 3.6

[LETTERHEAD OF SMITH MANDEL & ASSOCIATES, LLP]



April 7, 2000

Board of Directors
PACIFIC COAST APPAREL CO., INC.
50 Ridgecrest Rd.
Kentfield, CA  94904

Gentlemen:

This letter is to confirm our previous discussions with respect to the
services we propose to render to Pacific Coast Apparel Co., for the year ended
September 30, 1999.

We will audit the balance sheet of Pacific Coast Apparel Co., Inc. as of
September 30, 1999, and the related statements of income, members' equity and
cash flows for the year then ended. Our audit will be made in accordance with
generally accepted auditing standards, and will include such tests of the
accounting records and such other auditing procedures, as we consider necessary
under the circumstances. Our audit will be made for the purpose of expressing an
opinion on the balance sheet as of September 30, 1999, and the related
statements of income, members' equity and cash flows for the year then ended.
Our report on the financial statements is presently expected to read as follows:

        We have audited the accompanying balance sheets of Pacific Coast Apparel
        Co., Inc. as of September 30, 1999, and the related statements of
        income, members' equity and cash flows for the year then ended. These
        financial statements are the responsibility of the management of Pacific
        Coast Apparel Co., Inc. Our responsibility is to express an opinion on
        these financial statements based on our audit.

        We conducted our audit in accordance with generally accepted auditing
        standards. Those standards require that we plan and perform an audit to
        obtain reasonable assurance about whether the financial statements are
        free of material misstatement. An audit that includes examining, on a
        test basis, evidence supporting the amounts and disclosures in the
        financial statements. An audit also includes assessing the accounting
        principals used and significant estimates made by management as well as
        evaluating the overall financial statement presentation. We believe that
        our audit provides a reasonable basis for our opinion.

        In our opinion, the financial statements referred to above present
        fairly, in all material respects, the financial position of Pacific
        Coast Apparel Co., Inc. as of September 30, 1999, and the results of its
        operations and its cash flows for the year ended in conformity with
        generally accepted accounting principals.

If, in the course of our audit, we discover that there is doubt to whether
Pacific Coast Apparel Co., Inc. will continue as a going concern, a paragraph
addressing the issue will be added to the Independent Auditor's Report, and the
issue will be described in a related footnote. If we discover factors, which
would prevent us from expressing an unqualified opinion on these statements, we
will discuss alternatives with you and will attempt to arrive at a resolution
acceptable to both of us. It is not contemplated that we will make a detailed
examination of all transactions, or that we will necessarily discover fraud
should any exist.



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PACIFIC COAST APPAREL CO., INC.
April 7, 1999
Page 2

If for any reason we are unable to complete our audit of your financial
statements, we will not issue a report on such statement as a result of this
engagement.

Our engagement cannot be relied upon to disclose errors, irregularities, or
illegal acts, including fraud or defalcations, that may exist.

It is understood that your accounting department will assist us to the extent
practicable in the completion of our engagement. They will provide us with
detailed trial balances and supporting schedules, as we deem necessary.
Furthermore, this engagement is subject to your opinion to furnish complete and
adequate information and records on a timely basis as required.

Our fees for all services will be based on our standard rates and will be
billed monthly, together with out-of-pocket expenses, as our time is incurred.
Such fees and out-of-pocket expenses will be due and payable upon presentation
of said monthly bill.

We will release financial information to third parties when we deem it
appropriate in our professional discretion.

We will submit an additional engagement letter covering other services to be
rendered at such time as a definite understanding has been reached.

If reproduction or publication is intended of the financial statements, or any
portion thereof discussed in this letter, it is our policy that all printers'
proofs be submitted to us for approval. This requirement also applies to all
accompanying material with which such financial data is to appear.

This agreement shall be effective only when signed and dated by you in the
place provided for your signature and returned to us. It shall apply only to
the services previously described. It may be terminated by either of us upon
written notice to the other.

If this letter correctly expressed our mutual understanding, please sign the
enclosed copy and return to us.

We wish to express our appreciation for your retaining us as your Certified
Public Accountants.

                                          Very truly yours,


                                          SMITH MANDEL & ASSOCIATES, LLP


Accepted: PACIFIC COAST APPAREL CO., INC.

By: /s/ Terry McGovern

Date: 4/10/2000