EXHIBIT 10.65


                              AMENDED AND RESTATED
                            TRADE FINANCING AGREEMENT
                   SUPPLEMENT TO ACCOUNTS FINANCING AGREEMENT
                              [SECURITY AGREEMENT]

                               As of: June 1, 1997


Congress Financial Corporation (Southwest)
1201 Main Street, Suite 1625
Dallas, Texas  75202

Gentlemen:

         This Amended and Restated  Trade  Financing  Agreement  ("Supplement"),
dated as of June 1, 1997,  between us, is an amendment  and  restatement  of the
Trade Financing  Agreement,  dated August 2, 1990, between you and Farah U.S.A.,
and is a supplement  to the Amended and Restated  Accounts  Financing  Agreement
[Security Agreement] between you and Farah U.S.A., Inc., Value Clothing Company,
Inc. and Farah  Manufacturing  (U.K.)  Limited  dated of even date herewith (the
"Agreement"). This Supplement is (a) hereby incorporated into the Agreement, (b)
made a part  thereof and (c) subject to the other terms,  conditions,  covenants
and warranties  thereof.  All terms,  including  capitalized  terms, used herein
shall have the meanings ascribed to them  respectively in the Agreement,  unless
otherwise defined in this Supplement.

         This  Supplement  will confirm the terms and conditions  upon which you
may, from time to time in your sole  discretion,  assist us in  establishing  or
opening  foreign  or  domestic  letters of credit  and  extend  other  financial
accommodations  for our  account.  Accordingly,  each  of us  hereby  agrees  as
follows:

Section 1.        CREDIT ACCOMMODATIONS

         1.1.  You may,  in your sole  discretion,  from  time to time,  for our
account,  at our  request,  provide  one or  more  of  the  following  financial
accommodations to us or our designee(s):  (a) issue, open, or cause the issuance
or opening of letters of credit or purchase or other guaranties for the purchase
of goods and  services  in the  ordinary  course  of our or any such  designer's
business or for any other purpose approved by you, (b) assist us in establishing
or opening  letters  of credit  for such  purposes  by  indemnifying  the issuer
thereof or guaranteeing  our payment or performance to such issuer in connection
therewith,  (c) make payments for our or such  designee's  account in connection
with  such  purchases  and/or  (d) issue or  guarantee  drafts  and  acceptances
relating to the foregoing or  otherwise.  All such letters of credit or purchase
or other  guaranties and other financial  accommodations  are referred to herein
individually as a "Credit" and collectively as "Credits".

         1.2.  The opening or  issuance of any Credit  shall at all times and in
all respects be in your sole reasonable discretion. The amount and extent of any
Credit and the terms, conditions and provisions thereof shall in all respects be
determined  solely by you and  shall be  subject  to  change,  modification  and
revision by you, in your sole discretion, at any time and from time to time. The
maturity of each Credit shall not exceed one hundred and eighty (180) days after
opening or issuance,  except in your sole  reasonable  discretion and except for
certain standby Credits.

         1.3.  Our  loan   availability   under  the  Agreement  and  any  other
Supplements thereto shall be reduced by the amount of all outstanding Credits or
such lesser amount as you may elect in your discretion.

     1.4. Our Obligations to you under all outstanding  Credits shall be secured
by all Collateral in which you are now or hereafter  granted a security interest
by us or any guarantor.

         1.5. Except in your sole discretion,  the amount of all Credits and all
other  commitments  and  obligations  made or incurred by you for our account in
connection  therewith  shall not exceed  $7,000,000 in the aggregate at any time
outstanding;  and such  Credits and  commitments,  when  combined  with the sums
outstanding under the Agreement and the other Supplements,  shall not exceed, at
any one time, the Maximum Credit.

         1.6. All  indebtedness,  liabilities,  expenses and  obligations of any
kind paid,  arising or incurred by you in connection with this  Supplement,  any
Credit or any documents,  drafts and acceptances thereunder,  whether present or
future, whether arising or incurred before or after termination or nonrenewal of
this Agreement  shall be incurred solely as an  accommodation  to us and for our
account and constitute part of the Obligations,  including  without  limitation:
(a) all  amounts  due or which may  become due under any Credit or any drafts or
acceptances  thereunder;  (b) all amounts  charged or chargeable to you or us by
any bank or other issuer of any Credit or any correspondent  which opens, issues
or is otherwise  involved with any Credit,  including  without  limitation,  all
fees,  expenses and commissions;  (c) your fees,  expenses and commissions;  (d)
duties, freight, terms, costs, insurance and all such other charges and expenses
which may pertain directly or indirectly to any Obligations or to the Credits or
goods  or  documents  relating  thereto;  and (e)  all  other  indebtedness  and
obligations  owed by us to you pursuant to, in  connection  with or arising from
this Supplement, the Credits or any drafts or acceptances relating thereto.

         1.7. All such  Obligations  shall accrue  interest at the rate provided
for in the Agreement, commencing on the date any payment is made, or obligations
incurred,  by you and all such Obligations shall, together with interest thereon
and other sums owed by us to you hereunder, be payable and evidenced as provided
in the Agreement.

         1.8. In addition to all other fees,  charges and expenses payable under
the Agreement, this Supplement, and to any bank or other issuer or correspondent
in connection with any Credit, we agree to pay to you the following  commissions
for your  services  hereunder,  which shall be due and payable on the opening or
issuance of each Credit or, if the original  term is extended,  on the extension
thereof:  (a) a charge of  one-sixth  percent  (1/6%) of the face  amount of any
Credit (other than drafts or  acceptances)  for each thirty (30) day period,  or
any portion  thereof,  of the original term or any extension  thereof and (b) in
addition to any bank charges,  a charge for each thirty (30) day period,  or any
portion thereof,  of the original or any extended term of any outstanding drafts
or acceptances equal to one-sixth percent (1/6%) of the face amount thereof.  We
also agree to pay to you, your and any bank's, other issuer's or correspondent's
customary charges for amendments,  extensions and administration relating to any
Credit,  which  charges  shall be due and  payable on the first day of the month
following  the date of  incurrence  and, at your option may be charged to any of
our account(s) maintained by you.

         1.9. Nothing  contained herein shall be deemed or construed to grant us
any right,  power or  authority  to pledge your credit in any manner.  You shall
have no liability  of any kind with respect to any Credit  opened or issued by a
bank or other issuer or any draft or acceptance  with respect thereto unless and
until you shall  have  first duly  executed  and  delivered  your  guarantee  or
indemnification in writing with respect thereto, as provided herein.

Section 2.        ADDITIONAL SECURITY INTEREST

         2.1. As additional security for the prompt performance,  observance and
payment in full of all Obligations, we hereby grant to you a continuing security
interest in, a lien upon, and a right to set off against,  and we hereby assign,
transfer,  pledge and set over to you all of the following  property acquired by
us in connection  with any Credit or otherwise owned by us, whether now owned or
hereafter  acquired  (which,  is and shall be deemed a part of the Collateral as
defined  and used in the  Agreement):  (a) all raw  materials,  work-in-process,
Finished Goods and all other  inventory and goods of whatsoever  kind or nature,
wherever  located,  including  inventory  or  goods  in  transit  ("Inventory"),
including, without limitation, all wrapping, packaging, advertising and shipping
materials,  and all other goods  consumed in our business,  all labels and other
devices, names or marks affixed or to be affixed thereto for purposes of selling
or of identifying the same or the seller or manufacturer  thereof and all of our
right,  title and  interest  therein  and  thereto;  (b)  documents  of payment,
transport and title or the equivalent  thereof,  including,  without limitation,
original contracts,  orders, invoices, checks, drafts, notes, letters of credit,
documents,   warehouse  receipts,  bills  of  lading,  shipping  receipts,  dock
receipts, delivery tickets and documents made available to us for the purpose of
ultimate sale or exchange of Inventory or for the purpose of loading, unloading,
storing, shipping, transshipping, manufacturing, processing or otherwise dealing
with Inventory in a manner preliminary to their sale or exchange; (c) all books,
records,  other property and general intangibles relating to the foregoing;  and
(d) all products and proceeds of the  foregoing in any form,  including  without
limitation,  insurance proceeds and any claims against third parties for loss or
damage to or destruction of any or all of the foregoing.

         2.2. You may, on or after occurrence of any Event of Default,  exercise
any or all of your rights of ownership,  including the rights of possession  and
sale or other  disposition,  with or without notice to us, without  liability to
you and entirely at our expenses and without relieving us from any Obligations.

Section 3.        ADDITIONAL REPRESENTATIONS, WARRANTIES AND COVENANTS.

         We hereby  represent,  warrant and covenant to you the following (which
shall  survive the  execution  and delivery of this  Supplement),  the truth and
accuracy of which,  or  compliance  with,  being a  continuing  condition of the
making of loans by you under the  Agreement  or any  supplement  thereto and the
extension  by you of each  Credit and other  financial  accommodations  pursuant
hereto:

         3.1.  All  sales  of any  Inventory  shall  be  made  by us only in the
ordinary  course of  business  and the  Accounts  arising  from  such  sales and
proceeds thereof shall be and are hereby  transferred and assigned to you and we
confirm  that your lien and  security  interest  extends  and  attaches to those
Accounts and proceeds.

         3.2. Except as you may otherwise  specifically consent in writing prior
to the opening or issuance of any Credit,  all Credits shall be opened or issued
to cover the actual purchase and delivery of Inventory solely for our account or
in connection with our workers compensation, automobile or liability insurance.

         3.3. All  shipments  made under any Credit are in  accordance  with the
governmental  laws and  regulations  of the  countries  in which  the  shipments
originate  and  terminate,   and  are  not  prohibited  by  any  such  laws  and
regulations.

         3.4. We assume all risk, liability and responsibility for, and agree to
pay and  discharge,  all present  and future  local,  state,  federal or foreign
taxes,  duties,  or levies  relating to the Credits.  Any embargo,  restriction,
laws,  customs or regulations of any country,  state,  city, or other  political
subdivision,  where the Collateral is or may be located, or wherein payments are
to be made, or wherein drafts may be drawn, negotiated, accepted, or paid, shall
be solely our risk, liability and responsibility as between you and us.

         3.5. All documents, instruments, notices and statements relating to any
Credit  and/or  the  Collateral,  if any,  shall at your  request,  be  promptly
delivered to you.

         3.6. We shall procure promptly, or cause to be procured,  any necessary
licenses  for the  shipping  of goods and comply or cause any drawer  under,  or
beneficiary  of, any Credit (or any transferee or assignee  thereof),  to comply
with all foreign and domestic governmental laws and regulations in regard to the
shipping of the Inventory, the financing thereof or payment therefor,  including
governmental   laws  and  regulations   pertaining  to  transactions   involving
designated foreign countries or their nationals and to furnish such certificates
in that respect as you or any bank or other issuer or  correspondent  may at any
time require.

         3.7. The only locations of any Collateral are those addresses listed on
Exhibit A annexed hereto and made a part hereof.  Exhibit A sets forth the owner
and/or operator of the premises at such addresses, for all locations which we do
not own and operate and all mortgages,  if any, with respect to the premises. We
shall not remove any Collateral from such locations,  without your prior written
consent, except for sales of Inventory in the ordinary course of business.

         3.8.  We  shall at all  times  maintain,  with  financially  sound  and
reputable insurers, casualty and hazard insurance with respect to the Collateral
for not less than its full market value and against all risks to which it may be
exposed  except to the  extent we are  presently  self-insured  for losses up to
$250,000. All such insurance policies shall be in such form, substance,  amounts
and  coverage  as may be  satisfactory  to you and  shall  provide  for 30 days'
minimum prior cancellation notice in writing to you. You may act as attorney for
us in obtaining,  adjusting, settling, amending and canceling such insurance. We
shall  promptly (a) obtain  endorsements  to all  existing and future  insurance
policies  with respect to the  Collateral  specifying  that the proceeds of such
insurance  shall be payable  to you as your  interests  may  appear and  further
specifying that you shall be paid  regardless of any act,  omission or breach of
warranty  by us, (b) deliver to you an  original  executed  copy of, or executed
certificate of the insurance  carrier with respect to, such  endorsement and, at
your  request,  the  original or a certified  duplicate  copy of the  underlying
insurance   policy  and  (c)  deliver  to  you  such  other  evidence  which  is
satisfactory to you of compliance with the provisions hereof.

         3.9.  We shall  promptly  notify you in  writing of the  details of any
material loss, damage, investigation, action, suit, proceeding or claim relating
to the  Collateral or which would result in any material  adverse  change in our
business, assets, goodwill or condition, financial or otherwise.

         3.10. At your option,  you may apply any insurance  monies  received at
any time to the cost of repairs to or  replacement  for the Inventory  and/or to
payment of any of the Obligations,  whether or not due, in any order and in such
manner as you, in your sole discretion, may determine.

         3.11.  Upon your  request  (on or after the  occurrence  of an Event of
Default),  at any  time  and from  time to  time,  but in no event  prior to the
occurrence  of an Event of  Default  more than  once in any  twelve  (12)  month
period,  we shall,  at our sole cost and  expense,  execute  and  deliver to you
written reports or appraisals as to the Inventory  listing all locations,  items
and categories  thereof,  describing the condition of same and setting forth the
lower of cost or fair market value thereof,  in such form as is  satisfactory to
you.

         3.12.  We shall (a) use,  store and  maintain  the  Inventory  with all
reasonable  care and caution and (b) use the Inventory for lawful  purposes only
and in conformity with applicable  laws,  ordinances,  regulations and insurance
policies.

         3.13.  We assume  all  responsibility  and  liability  arising  from or
relating  to the use,  sale or other  disposition  of the  Inventory  and  other
Collateral as between you and us.

Section 4.        INDEMNIFICATION AND RELEASE.

         4.1. We shall and do hereby  indemnify  you and hold you harmless  from
and  against,  and agree to pay you or demand the amount of, any and all losses,
costs, claims, demands, causes of action, liabilities or expenses (collectively,
"Liabilities")  which you may suffer or incur whether  pursuant to negligence or
otherwise  arising from or in connection  with any  transactions  or occurrences
relating to any Credit, the Collateral and any documents,  drafts or acceptances
thereunder or relating thereto,  including,  but not limited to, Liabilities due
to any action taken by any bank or other issuer or correspondent with respect to
any Credit.  Notwithstanding  anything to the contrary  contained herein, if you
become liable to us hereunder we shall not be required to indemnify you pursuant
to this  Section  4. We  further  agree to and do  hereby  release  and hold you
harmless for any acts, waivers,  errors, delays or omissions,  whether caused by
you, by any bank or other issuer or  correspondent  or otherwise with respect to
or relating to any Credit.  Our unconditional  obligation to you hereunder shall
not be modified or diminished for any reason or in any manner whatsoever, except
for your willful misconduct or gross negligence.  Any fees, commissions or other
charges made to you with respect to any Credit or other  Obligations by any bank
or other issuer or correspondent  thereof shall be conclusive and may be charged
by you to any of our account(s) maintained by you.

         4.2. We assume all risk, loss,  liabilities,  charges and expenses with
respect to the acts or  omissions  of the drawer  under or  beneficiary  for any
assignee or transferee thereof as between you or us.

         4.3.  If any Credit  provides  that  payment is to be made by any bank,
other issuer or  correspondent,  you shall not be responsible for the failure of
any of the documents specified in any Credit to come into your possession or for
any delay in connection  therewith,  and our  obligation  to make  reimbursement
shall not be affected by such failure or delay in the receipt by you of any such
documents.

         4.4. We agree that any action  taken by you, or any action taken by any
bank or other issuer or  correspondent  under or in connection  with any Credit,
the  Collateral  and any documents,  drafts or  acceptances  thereunder,  shall,
notwithstanding  any judgment or  instructions  we may or may not express to the
contrary or  inconsistent  therewith,  be conclusive and binding on us and shall
not  create  any  resulting  liability  to you,  except  for  your  own  willful
misconduct or gross negligence.  In furtherance thereof, you shall have the full
and sole  right and  authority  to:  (a)  clear and  resolve  any  questions  of
non-compliance  of  documents;  (b) give any  instructions  as to  acceptance or
rejection of any documents or goods;  (c) execute any and all  applications  for
steamship or airway  guaranties,  indemnities or delivery orders;  (d) grant any
extensions of the maturity of, time of payment for, or time of presentation  of,
any  drafts,  acceptances,  or  documents;  and  (e)  agree  to any  amendments,
renewals,  extensions,  modifications,  changes or  cancellations  of any of the
terms or conditions of any of the applications, Credits, or documents, drafts or
acceptances thereunder or any letters of credit included in the Collateral;  all
in your  sole  name,  and any bank or other  issuer  or  correspondent  shall be
entitled  to comply  with and honor any and all such  documents  or  instruments
executed  by or  received  solely  from you,  all  without  any notice to or any
consent from us.

         4.5. Without your express consent and endorsement in writing,  we agree
not to: (a) approve or resolve any questions of non-compliance of documents; (b)
give any  instructions  as to acceptance or rejection of any documents or goods;
(c)  execute  any and all  applications  for  steamship  or  airway  guaranties,
indemnities  or delivery  orders;  (d) grant any  extensions of the maturity of,
time of payment  for, or time of  presentation  of, any drafts,  acceptances  or
documents; or (e) agree to any amendments, renewals, extensions,  modifications,
changes  or  cancellations  of any  of the  terms  or  conditions  of any of the
applications, Credits, or documents, drafts or acceptances thereunder.

         4.6. Any rights, remedies,  duties or obligations granted or undertaken
by us to any bank or other issuer or  correspondent  in any  application for any
Credit, or any outstanding  agreement relating to the opening or issuance of any
Credit or acceptances or otherwise,  shall be deemed to have been granted to you
and  apply in all  respects  to you and  shall  be in  addition  to any  rights,
remedies, duties or obligations contained herein.

         4.7. Any duties or  obligations  undertaken by you to any bank or other
issuer or correspondent in any application for or in connection with any Credit,
including any outstanding  agreement  relating to the opening or issuance of any
Credit or otherwise,  shall be deemed to have been undertaken by us and apply in
all  respects  to us and  shall be in  addition  to the  duties  or  obligations
contained herein.

Section 5.        ADDITIONAL REMEDIES.

         Upon the occurrence of any Event of Default and at any time thereafter,
you shall have the right (in addition to any other rights you may have under the
Agreement, this Supplement or otherwise),  without notice to us, at any time and
from time to time, in your  discretion,  with or without judicial process or the
aid or assistance of others and without cost to you:

     5.1. To enter upon any premises on or in which any of the  Inventory may be
located and,  without  resistance or  interference by us, take possession of the
Inventory;

     5.2.  To  complete  processing,   manufacturing,  repair  and  shipment  to
customers of all or any portion of the Inventory;

     5.3.  To sell,  foreclose  or  otherwise  dispose of any part or all of the
Inventory on or in any of our premises or premises of any other party;

     5.4. To require us, at our expense,  to assemble and make  available to you
any part or all of the Inventory at any place and time designated by you;

     5.5. To remove any or all of the Inventory from any premises on or in which
the same may be located,  for the purpose of effecting the sale,  foreclosure or
other  disposition  thereof or for any other  lawful  purpose (and if any of the
Inventory consists of motor vehicles,  you may use our registrations and license
plates).



         IN WITNESS  WHEREOF,  we have caused these presents to be duly executed
as of the 1st day of June, 1997.

FARAH U.S.A., INC.
VALUE CLOTHING COMPANY, INC.


By:    /s/ Russell G. Gibson
Title: Chief Financial Officer



FARAH MANUFACTURING (U.K.) LIMITED


By:     /s/ Timothy B. Page
Title:  Director




ACCEPTED:

CONGRESS FINANCIAL CORPORATION (SOUTHWEST)


By:     /s/ Mark Galovic, Jr.
Title:  Vice President