EXHIBIT 10.68


                 AMENDED AND RESTATED GENERAL SECURITY AGREEMENT
                         [VALUE CLOTHING, VALUE SLACKS]

         AMENDED AND RESTATED  GENERAL  SECURITY  AGREEMENT dated as of this 1st
day  of  June,  1997,  by  the  undersigned   corporations   (individually   and
collectively  "Guarantors")  to and in favor of CONGRESS  FINANCIAL  CORPORATION
(SOUTHWEST), a Texas corporation ("Lender").

                                                W I T N E S S E T H:

         WHEREAS,  Lender has entered  into  financing  arrangements  with Farah
U.S.A.,  Inc.,  a Texas  corporation,  Value  Clothing  Company,  Inc.,  a Texas
corporation  ("Value  Clothing")  and  Farah  Manufacturing  (U.K.)  Limited,  a
corporation incorporated under the laws of England ("Farah UK" and together with
Farah USA and  Value  Clothing,  collectively,  "Borrower"),  pursuant  to which
Lender may make loans and advances and provide other financial accommodations to
Borrower; and

         WHEREAS,   Guarantors   originally  entered  into  a  General  Security
Agreement, dated as of August 2, 1990, which Lender and Guarantors desire hereby
to amend and restate as of the date hereof; and

         WHEREAS, Guarantors have executed and delivered to Lender guarantees in
favor of Lender,  dated as of August 2, 1990, which Guarantors are confirming as
of the  date  hereof,  pursuant  to  which  Guarantors  intend,  absolutely  and
unconditionally,  to guarantee to Lender the payment and  performance of all now
existing and hereafter  arising  obligations,  liabilities  and  indebtedness of
Borrower to Lender; and

         WHEREAS,  in order  to  induce  Lender  to  enter  into  the  Financing
Agreements  and  to  make  loans  and  advances  and  provide  other   financial
accommodations to Borrower  pursuant  thereto,  each of Guarantors has agreed to
grant to Lender certain collateral security as set forth herein;

         NOW  THEREFORE,  in  consideration  of the  premises and other good and
valuable  consideration,   the  receipt  and  sufficiency  of  which  is  hereby
acknowledged, each of Guarantors hereby jointly and severally agrees as follows:

         1.       DEFINITIONS

         As used above and in this  General  Security  Agreement  the  following
terms shall have the respective meanings given to them below:

                  (a) All terms used  herein  which are  defined in Article 1 or
Article 9 of the  Uniform  Commercial  Code  shall have the  meanings  set forth
therein  unless  otherwise  defined in this  Agreement and all references to the
plural  herein shall also mean the singular and all  references  to the singular
shall also mean the plural.

                  (b) All  references  to the term  "Guarantors"  wherever  used
herein  shall  be  deemed  to mean  the  signatories  hereto,  and each of them,
together with their  respective  successors and assigns,  jointly and severally,
individually and collectively.  All references to the term "Lender" and the term
"Borrower"  wherever  used herein  shall be deemed to include  their  respective
successors and assigns.

                  (c)  "Affiliate"  shall  mean,  with  respect  to a  specified
Person,  any other Person (i) who,  directly or indirectly,  through one or more
intermediaries,  controls or is  controlled  by or is under common  control with
such Person, or (ii) who is a director, officer, shareholder or employee of such
Person.

                  (d) "Collateral" shall mean all of the now owned and hereafter
acquired property and assets of Guarantors,  wherever located, of every kind and
description, mixed, real or personal, tangible or intangible, including, but not
limited to:

     (i)  all  present  and  future:  (A)  accounts,  contract  rights,  general
intangibles,   chattel   paper,   documents   and   instruments   (collectively,
"Accounts"),  including,  without limitation, all obligations for the payment of
money  arising  out of the sale,  lease or other  disposition  of goods or other
property or rendition of services; (B) all monies, securities and other property
and the proceeds  thereof,  now or hereafter  held or received by, or in transit
to, Lender or any participant  from or for Guarantors,  whether for safekeeping,
pledge, custody,  transmission,  collection or otherwise, and all of Guarantors'
deposits  (general or  special),  balances,  sums and credits with Lender or any
participant  at any time  existing;  (C) all of  Guarantors'  right,  title  and
interest,  and all of Guarantors' rights,  remedies,  security and liens, in, to
and  in  respect  of the  Accounts  and  other  collateral,  including,  without
limitation,   rights  of  stoppage  in  transit,   replevin,   repossession  and
reclamation and other rights and remedies of an unpaid vendor, lienor or secured
party, guaranties or other contracts of suretyship with respect to the Accounts,
deposits or other security for the obligation of any account debtor,  credit and
other insurance;  (D) all of Guarantors' right, title and interest in, to and in
respect of all goods  relating  to, or which by sale have  resulted in Accounts,
including,  without  limitation,  all goods  described in  invoices,  documents,
contracts  or  instruments  with  respect  to,  or  otherwise   representing  or
evidencing, any Account or other collateral,  including, without limitation, all
returned,  reclaimed or repossessed goods; (E) all deposit accounts; and (F) all
other general  intangibles  of every kind and  description,  including,  without
limitation,  (1) trade names and  trademarks,  and the  goodwill of the business
symbolized thereby,  (2) patents, (3) copyrights,  (4) licenses,  (5) claims and
other  choses in action,  and (6) Federal,  State,  local and foreign tax refund
claims of all kinds;

     (ii) all raw  materials,  work-in-process,  finished  goods  and all  other
inventory of whatsoever kind or nature,  wherever located,  whether now owned or
hereafter existing or acquired by Guarantors, including, without limitation, all
wrapping,  packaging,  advertising,  shipping  materials  and  all  other  goods
consumed in Guarantors' businesses, all labels and other devices, names or marks
affixed to or to be affixed  thereto for  purposes of selling or of  identifying
the same or the seller or  manufacturer  thereof and all of  Guarantors'  right,
title and interest therein and thereto;

     (iii) all equipment,  machinery, computers and computer hardware, vehicles,
tool,  dies,  jigs,  furniture,  trade fixtures and fixtures,  all  attachments,
accessions and property now or hereafter  affixed  thereto or used in connection
therewith, substitutions and replacements thereof, wherever located, whether now
owned or hereafter acquired by Guarantors;

     (iv) all right, title and interest of Guarantors,  in, to and in respect of
any real property,  including leasehold interests,  together with all buildings,
structures,  and other improvements located thereon and all licenses,  easements
and  appurtenances  relating  thereto,  wherever  located,  whether now owned or
hereafter acquired;

     (v) all present and future books, records,  ledger cards, computer programs
and other property and general intangibles  evidencing or relating to any of the
above,  any other  collateral  or any  account  debtor,  together  with the file
cabinets or containers in which the foregoing are stored; and

     (vi) all products and proceeds of the  foregoing,  in any form,  including,
without limitation,  any insurance proceeds and any claims against third persons
for loss or damage to or destruction of any or all of the foregoing.

     (e) "Event of Default"  shall mean the  occurrence or existence of any act,
event or condition described in Section 4 hereof.

                  (f)  "Financing  Agreements"  shall  mean,  collectively,  the
Amended and Restated Accounts Financing Agreement [Security Agreement], dated of
even  date,  between  Borrower  and  Lender and all  agreements,  documents  and
instruments now or at any time hereafter executed and/or delivered in connection
therewith or related thereto,  including, but not limited to, each Guarantee and
this  Agreement,  as all of the foregoing now exist or may hereafter be amended,
modified,  supplemented,  extended,  renewed,  restated or replaced from time to
time.

                  (g) "Guarantee" shall mean the Guarantee and Waiver,  dated as
of August 2, 1990,  herewith,  as confirmed  as of the date  hereof,  by each of
Guarantors in favor of Lender absolutely and unconditionally guaranteeing all of
the now existing and hereafter arising obligations, liabilities and indebtedness
of Borrower to Lender,  including,  without  limitation,  those  arising  under,
related to or evidenced by the Financing  Agreements  (as the same may hereafter
be amended, modified, supplemented, extended, renewed, restated or replaced from
time to time).

                  (h)  "Indebtedness"  shall mean,  as to any Person,  all items
which, in accordance with generally accepted accounting  principles as in effect
on the date hereof, consistently applied, would be included in determining total
liabilities,  shown on the  liability  side of its balance  sheet as at the date
such  Indebtedness  is to be  calculated  and, in any event,  shall  include any
liabilities secured by any mortgage,  pledge, lien or security interest existing
on such person's owned or acquired property.

                  (i)  "Obligations"  shall mean all now existing and  hereafter
arising  obligations,  liabilities  and  indebtedness  of each of  Guarantors to
Lender and/or its  affiliates or  participants,  of every kind and  description,
however  evidenced,  including,  without  limitation,  the Obligations,  whether
direct or  indirect,  absolute  or  contingent,  joint or  several,  secured  or
unsecured,  due or not due,  primary or secondary,  liquidated or  unliquidated,
whether arising  before,  during or after the initial or any renewal term of the
Financing  Agreements,  or after the  commencement  of any case with  respect to
either of  Guarantors  or  Borrower  under the  Bankruptcy  Code or any  similar
statute,  whether arising  directly or acquired by Lender from any other person,
conditionally or as collateral  security,  by assignment,  merger with any other
person,  assumption,  subrogation or otherwise  (including,  without limitation,
participations or interests of Lender in the obligations of any of Guarantors to
others),  whether  arising  under  this  Agreement,  the  Guarantee,  the  other
Financing Agreements,  by operation of law or otherwise, and whether incurred by
Guarantors as principal, surety, endorser, guarantor or otherwise and including,
without  limitation,   all  principal,   interest,   financing  charges,   early
termination  and other fees,  commissions,  costs,  expenses and  attorneys' and
accountants'  fees and legal  expenses  incurred in  connection  with any of the
foregoing.

                  (j)  "Person" or  "person"  shall mean an  individual,  a sole
proprietorship,  a partnership,  a corporation  (including a business  trust), a
joint stock company, a trust, an unincorporated  association, a joint venture or
other  entity  or a  government  or any  agency,  instrumentality  or  political
subdivision thereof.

                  (k)  "Subsidiary" or "subsidiary"  shall mean any corporation,
association  or  organization,  active or inactive,  as to which more than fifty
(50%) percent of the  outstanding  voting stock or shares or interests shall now
or hereafter be owned or controlled,  directly or indirectly by any Person,  any
Subsidiary of such Person, or any Subsidiary of such Subsidiary.

         2.       GRANT OF SECURITY INTEREST

                  (a)  As  collateral   security  for  the  prompt  performance,
observance and indefeasible  payment in full of all of the Obligations,  each of
Guarantors hereby grants to Lender a continuing  security interest in and a lien
upon and hereby  pledges,  assigns and transfers to Lender all of the Collateral
and each of  Guarantors  hereby  grants to Lender a right of setoff  against any
Collateral consisting of money,  securities and other property of Guarantors now
or hereafter in the possession of or on deposit with Lender or any other person,
whether held in a general or special  account or deposit or for  safekeeping  or
otherwise. All Collateral shall be security for the performance,  observance and
indefeasible  payment  in full  of all of the  Obligations  notwithstanding  the
maintenance of separate  accounts by Lender or the existence of any  instruments
evidencing any of the Obligations.

                  (b) Each of Guarantors hereby constitutes Lender and its agent
and any designee of Lender as their  attorney-in-fact  and authorizes  Lender or
such agent or designee, at Guarantors' cost and expense, to exercise at any time
or  times in  Lender's  discretion  all or any of the  following  powers,  which
power-of-attorney  being coupled with an interest shall be irrevocable until all
Obligations have been paid in full: (i) receive, take, endorse, assign, deliver,
accept  and  deposit,  in the name of Lender or any of  Guarantors,  any and all
cash, checks,  drafts,  remittances and other instruments and documents relating
to the  Collateral,  (ii) on or after  the  occurrence  of an Event of  Default,
receive  and open all mail  addressed  to any of  Guarantors  and notify  postal
authorities to change the address for delivery thereof to such address as Lender
may  designate,  (iii)  transmit to account  debtors  notice of the  interest of
Lender in the  Collateral  or request from such account  debtors at any time, in
the name of any of  Guarantors,  Lender or any  designee of Lender,  information
concerning the Collateral and any amounts owing with respect thereto, (iv) on or
after the  occurrence  of an Event of Default,  notify  account  debtors to make
payment  directly  to  Lender,  (v) on or after  the  occurrence  of an Event of
Default,  take or bring, in the name of Lender or any of Guarantors,  all steps,
actions,  suits or proceedings deemed by Lender necessary or desirable to effect
collection of the  Collateral,  (vi) enter the premises of any of Guarantors for
the  purpose  of  inspecting,  verifying,  auditing,  maintaining,   preserving,
protecting and removing the Collateral, and execute in the name and on behalf of
any of Guarantors one or more Uniform  Commercial  Code financing  statements or
amendments  with respect to the  Collateral,  naming any of Guarantors as debtor
and Lender as secured party and indicating and describing  therein the types and
the  items  of  Collateral.  Each of  Guarantors  hereby  releases  Lender,  its
officers,  employees and designees,  from any liability  arising from any act or
acts taken under such power-of-attorney under the Guarantee, this Agreement, the
other  Financing  Agreements  or in  furtherance  hereof or thereof,  whether of
omission or commission,  and whether based upon any error of judgment or mistake
of law or fact, except for Lender's own gross negligence or willful misconduct.

         3.       REPRESENTATIONS, WARRANTIES AND COVENANTS

         Each of Guarantors  hereby jointly and severally  represents,  warrants
and  covenants to Lender the  following  (which shall  survive the execution and
delivery of this  Agreement),  the truth and  accuracy of which,  or  compliance
with, being a continuing  condition of the making of loans by Lender to Borrower
under the Financing Agreements:

                  (a) Guarantors  will not directly or indirectly  sell,  lease,
transfer,  abandon or  otherwise  dispose of all or any  substantial  portion of
their  respective  properties or assets or consolidate or merge with or into any
other entity or permit any other entity to consolidate or merge with or into it;
provided,  however,  that,  on at least ten (10) days  prior  written  notice to
Lender, (i) Guarantor may merge with and into a wholly-owned subsidiary of Farah
Incorporated  or (ii) a wholly-owned  subsidiary of Guarantor may merge with and
into another  Guarantor,  so long as the surviving  corporation is a Borrower or
has  executed  an  absolute  and  unconditional  guaranty  and other  agreements
reasonably  requested  by  Lender,  in  favor  of,  and in  form  and  substance
satisfactory  to, Lender.  Each of Guarantors will at all times preserve,  renew
and keep in full force and effect its existence as a corporation  and the rights
and franchises  with thereto and continue to engage in business of the same type
as they are engaged as of the date hereof.  Guarantors  will give Lender  thirty
(30) days prior written notice of any proposed  change in any of their corporate
names which notice shall set forth the new name.

                  (b) The  addresses  of the  principal  places of business  and
chief  executive  offices  of  Guarantors  are set forth on the  signature  page
hereof,  which addresses are the mailing  addresses for such principal places of
business  and chief  executive  offices.  The books and records  relating to the
Collateral are located at such addresses.

     (i) The only  locations of any  Collateral  are those  addresses  listed on
Exhibit A hereto  and  those new  locations  which  may  hereafter  be opened in
accordance  with  Section  3(b)(ii)  hereof.  Guarantors  will  not  remove  any
Collateral from such locations,  without Lender's prior written consent,  except
for sales of inventory  in the ordinary  course of  Guarantors'  businesses  and
except to move Collateral  directly to any other location listed on Exhibit A or
to a new location opened in accordance with Section 3(b)(ii)hereof.

     (ii) Each of Guarantors  may open any new location  within the  continental
United States provided it (A) gives Lender ten (10) days prior written notice of
the intended opening of any such new location, and (B) executes and delivers, or
causes to be executed and delivered, to Lender such agreements,  documents,  and
instruments as Lender may deem reasonably  necessary or desirable to protect its
interests in the Collateral to be located in such location, (except for landlord
waivers  with  respect  to the  stores  of  Value  Clothing  and  Value  Slacks)
including,  without  limitation,  UCC financing  statements and agreements  from
appropriate Persons acknowledging Lender's liens on the Collateral to be located
in such location, in each case in form and substance satisfactory to Lender.

                  (c) Guarantors will maintain their books, records and accounts
in  accordance  with  generally  accepted  accounting  principles   consistently
applied.  Each of  Guarantors  agrees to furnish  Lender with interim  financial
statements (including balance sheets, statements of income and retained earnings
and cash flow  statements),  and to furnish Lender,  at any time or from time to
time with such other  information  regarding its business  affairs and financial
condition  as Lender may  reasonably  request,  including,  without  limitation,
balance  sheets,  statements  of  income,  financial  statements  of cash  flow,
projections, forecasts, schedules, agings and reports. Each of Guarantors hereby
irrevocably  authorizes  and  directs all  accountants,  auditors or other third
parties to deliver to Lender,  at Guarantors'  expense,  copies of its financial
statements,  papers related thereto,  and other accounting records of any nature
in their  possession  and to  disclose to Lender any  information  they may have
regarding its business affairs and financial conditions. Guarantors will furnish
Lender  with  audited  financial  statements  on an annual  basis  certified  by
independent public accounts selected by Guarantors and acceptable to Lender. All
such  statements  and  information  will fairly  present  Guarantors'  financial
condition  as of the dates and the  results of  Guarantors'  operations  for the
periods,  for which the same are furnished.  Any  documents,  schedules or other
papers  delivered to Lender may be destroyed or otherwise  disposed of by Lender
one (1) year after the same are  delivered  to Lender,  unless  Guarantors  make
written  request  therefor and pay all expenses  attendant to their  return,  in
which event Lender shall return same when Lender's  actual or  anticipated  need
therefor has ceased.

                  (d)  Guarantors   will  duly  pay  and  discharge  all  taxes,
assessments,  contributions  and governmental  charges upon or against either of
Guarantors  or its  properties  or assets  prior to the date on which  penalties
attach  thereto.  Guarantors  will be liable for any tax or penalty imposed upon
any transaction under this Agreement or giving rise to the Accounts or any other
Collateral or which Lender may be required to withhold or pay for any reason and
each of  Guarantors  agrees to indemnify  and hold Lender  harmless with respect
thereto,  and to repay to Lender on demand the amount thereof, and until paid by
Guarantors such amount shall be added to and deemed part of the Obligations.

                  (e) Except as otherwise disclosed to Lender in writing,  there
is no present  investigation  by any  governmental  agency pending or threatened
against any of  Guarantors  and there is no action,  suit,  proceeding  or claim
pending or threatened against either of Guarantors or its assets or goodwill, or
affecting any transactions contemplated by this Agreement or the other Financing
Agreements,  or any instruments or documents delivered in connection herewith or
therewith before any court,  arbitrator,  or governmental or administrative body
or agency which if adversely  determined with respect to Guarantors would result
in any material adverse change in Guarantors'  businesses,  properties,  assets,
goodwill, or condition, financial or otherwise.

                  (f) The execution,  delivery and performance of this Agreement
are within Guarantors'  corporate powers, have been duly authorized,  are not in
contravention  of law or the  terms of  Guarantors'  Charter,  By-Laws  or other
incorporation papers, or of any material indenture,  agreement or undertaking to
which Guarantors are a party or by which Guarantors are bound.

     (g) Guarantors do not have any Subsidiaries as of the date hereof except as
set forth on Exhibit B hereto.  Value Slacks, Inc. is a wholly-owned  subsidiary
of Farah Incorporated,  a Texas corporation.  Value Clothing Company,  Inc. is a
wholly-owned  Subsidiary  of  Value  Slacks,  Inc.  Guarantors  will not form or
acquire any Subsidiaries without the prior written consent of Lender.

                  (h)  Guarantors  will not, and will not permit any  subsidiary
to, create,  incur,  assume or permit to exist,  contingently or otherwise,  any
Indebtedness, except:

     (i) Indebtedness to Lender;

     (ii) Indebtedness  consisting of unsecured current liabilities  incurred in
the ordinary course of its business which are not past due;

     (iii) Indebtedness  incurred in the ordinary course of its business secured
only by liens permitted under Sections 3(i)(ii) and 3(i)(iii) hereof;

     (iv) Indebtedness owing to any one person existing on the date hereof in an
amount less than $100,000 and any other Indebtedness existing on the date hereof
equal to or in excess of such  amount  which is  described  on Exhibit C hereto,
provided,  that: (A) Guarantors  may only make regularly  scheduled  payments of
principal and interest in respect of such  Indebtedness  as set forth on Exhibit
C, (B) Guarantors will not, directly or indirectly,  (1) make any prepayments or
other non-mandatory  payments in respect of any such Indebtedness or (2) redeem,
retire, defease,  purchase or otherwise acquire such Indebtedness,  or set aside
or otherwise  deposit or invest any sums for such purpose or (3) amend,  modify,
alter or change the terms of the arrangements  relating thereto or any agreement
or instrument  evidencing such Indebtedness,  and (C) Guarantors will furnish to
Lender all notices,  demands or other materials  concerning  such  Indebtedness,
promptly after receipt thereof or concurrently with the sending thereof,  as the
case may be.

     (i)  Guarantors  will not, and will not permit any subsidiary to, create or
suffer to exist any mortgage,  pledge,  security  interest,  lien,  encumbrance,
defect  in  title  or  restriction  upon  the  use of  their  real  or  personal
properties, whether now owned or hereafter acquired, except:

     (i) the liens or security interests in favor of Lender;

     (ii) tax,  mechanics and other like statutory liens arising in the ordinary
course  of   Guarantors'   businesses  to  the  extent  (A)  such  liens  secure
Indebtedness   which  is  not  overdue  or  (B)  until  foreclosure  or  similar
proceedings shall have been commenced,  such liens secure Indebtedness  relating
to claims or liabilities  which are being contested in good faith by appropriate
proceedings  available to Guarantors prior to the commencement of foreclosure or
other similar proceedings and are adequately escrowed for or reserved against in
Lender's judgment;

     (iii)  purchase  money  mortgages or other purchase money liens or security
interests upon any specific fixed assets now existing or hereafter acquired,  or
mortgages,  liens or security interests existing on any such fixed assets at the
time of  acquisition  thereof  (including,  without  limitation,  capitalized or
finance   leases)  or  in  connection  with  the  refinancing  of  the  existing
capitalized leases with respect to specific assets,  provided, that, (A) no such
purchase money or other mortgage,  lien or security  interest (or capitalized or
finance lease,  as the case may be) with respect to specific future fixed assets
or as  refinanced  shall extend to or cover any other  property,  other than the
specific  fixed assets so acquired,  or acquired or  refinanced  subject to such
mortgage,  lien or security  interest (or lease) and the proceeds  thereof,  (B)
such  mortgage,  lien or security  interest  secures the  obligation  to pay the
purchase price of such specific fixed assets only (or the obligations  under the
capitalized or finance  lease),  and (C) the principal  amount  secured  thereby
shall not exceed one hundred  (100%)  percent of the cost of the fixed assets so
acquired; and

     (iv) the existing liens,  encumbrances or security  interests  described on
Exhibit D hereto.

     (j) Guarantors will not, and will not permit any subsidiary to, directly or
indirectly, make any loans or advance money or property to any Person, or invest
in (by capital  contribution,  dividend or  otherwise) or purchase or repurchase
the stock or Indebtedness or all or a substantial part of the assets or property
of any Person, or guarantee,  assume,  endorse,  or otherwise become responsible
for (directly or  indirectly)  the  Indebtedness,  performance,  obligations  or
dividends of any Person or agree to do any of the foregoing, except:

     (i) guarantees in favor of Lender;

     (ii) the  endorsement  of  instruments  for  collection  or  deposit in the
ordinary course of business;

     (iii) investments by Guarantors in the stock of any Subsidiary  existing as
of the date hereof or as otherwise approved by Lender;

     (iv) after written notice  thereof to Lender,  investments in the following
instruments,  which  shall be pledged  and  delivered  to Lender  upon  Lender's
request, (A) marketable obligations issued or guaranteed by the United States of
America or an instrumentality or agency thereof,  maturing not more than one (1)
year after the date of acquisition thereof, (B) certificates of deposit or other
obligations  maturing  not more than one (1) year after the date of  acquisition
thereof  issued  by any bank or trust  company  organized  under the laws of and
located in the United States of America or any State thereof and having capital,
surplus  and  undivided  profits of at least  $100,000,000,  and (C) open market
commercial paper with a maturity not in excess of two hundred seventy (270) days
from the date of  acquisition  thereof  which have the highest  credit rating by
either Standard & Poor's Corporation or Moody's Investors Service, Inc.; and

     (v) the  guarantees  by Value  Slacks,  Inc.  of the  obligations  of Value
Clothing,  pursuant to certain real property leases,  provided,  that, (A) in no
event shall the aggregate  liability of Value  Slacks,  Inc.  thereunder  exceed
$4,000,000;  (B) Value Slacks, Inc. will not, and will not permit Value Clothing
to, amend, modify, alter or change the terms of such guarantees or leases in any
material  respect so as to increase the  liabilities  of Value  Slacks,  Inc. or
Value Clothing thereunder; and (C) Value Slacks, Inc. will furnish to Lender all
material  notices,  demands or other  materials  concerning  such guarantees and
leases, promptly after receipt thereof or concurrently with the sending thereof,
as the case may be.

                  (k)  Guarantors  will not, and will not permit any  subsidiary
to, directly or indirectly,  purchase,  acquire or lease any property or receive
any services  from, or sell,  transfer or lease any property or services to, any
Affiliate  of any of  Guarantors,  except on prices and terms no less  favorable
than  would  have  been  obtained  in  an  arm's  length   transaction   with  a
non-affiliated person.

                  (1) Guarantors  will permit  representatives  of Lender at any
time to inspect their inventory,  equipment and other tangible Collateral and to
have free  access to and right of  inspection  of any  papers,  instruments  and
records  pertaining to any of the  Collateral  and make abstracts or photocopies
from Guarantors' books and records, at the expense of Guarantors,  pertaining to
inventory, accounts, contract rights, chattel paper, instruments,  documents and
other  Collateral.  The  foregoing  rights shall be in addition to and shall not
limit Lender's rights and remedies with respect to the Collateral upon or at any
time after the occurrence of an Event of Default (as provided hereunder).

                  (m) Guarantors  will 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  Guarantors  are 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 Lender and shall
provide for thirty (30) days'  minimum prior  cancellation  notice in writing to
Lender.  Lender may act as attorney  for  Guarantors  in  obtaining,  adjusting,
settling,  amending and cancelling such insurance.  Guarantors will promptly (i)
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 Lender  and  Guarantors  as their  interests  may appear and  further
specifying that Lender shall be paid  regardless of any act,  omission or breach
of warranty by Guarantors,  (ii) deliver to Lender an original executed copy of,
or  executed  certificate  of  the  insurance  carrier  with  respect  to,  such
endorsement and, at the Lender's request,  the original or a certified duplicate
copy of the underlying  insurance policy, and (iii) deliver to Lender such other
evidence  which is  satisfactory  to Lender of  compliance  with the  provisions
hereof.  Guarantors will promptly notify Lender 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
Guarantors' businesses,  properties, assets, goodwill or condition, financial or
otherwise. At Lender's option, Lender may apply any insurance monies received at
any time to the cost of repairs to or replacement  for the Collateral  and/or to
payment of any of the Obligations,  whether or not due, in any order and in such
manner as Lender, in its discretion, may determine.

                  (n) Upon Lender's  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)  consecutive
month  period,  Guarantors  will,  at their sole cost and  expense,  execute and
deliver to Lender written reports or appraisals as to the Collateral  consisting
of inventory and equipment listing all items and categories thereof,  describing
the  condition of same and setting forth the value thereof (the lower of cost or
market value of the inventory and the lower of net cost less depreciation,  fair
market  value and/or  liquidation  value of the  equipment),  in such form as is
satisfactory to Lender.

                  (o) Guarantors will, at their own expense, keep the Collateral
consisting of equipment in good order, repair, running and marketable condition,
ordinary  wear and  tear  excepted  and  except  for  Collateral  consisting  of
equipment  which is not used or useful in the conduct of Guarantors'  businesses
as of the date hereof.

                  (p) Guarantors will (i) use, store and maintain the Collateral
consisting of inventory and equipment with all reasonable care and caution,  and
(ii) use such  Collateral  for  lawful  purposes  only  and in  conformity  with
applicable laws, ordinances and regulations.

                  (q) At its  option,  Lender  may  discharge  taxes,  liens  or
security  interests  or other  encumbrances  at any time levied or placed on the
Collateral and may pay for the  maintenance  and  preservation of the Collateral
and  Guarantors  agree to reimburse  Lender on demand,  together  with  interest
therein at the rate specified in the Financing Agreements,  for any payment made
or expense  incurred by Lender in  connection  with the  foregoing  and any such
payment or expense shall constitute a part of the Obligations secured hereby.

                  (r) All Collateral  consisting of inventory  shall be produced
in accordance  with the  requirements of the Federal Fair Labor Standards Act of
1938, as amended and all rules,  regulations  and orders  related  thereto.  The
Collateral  consisting  of  inventory  and  equipment  is and  will  be  used in
Guarantors' businesses and not for personal,  family,  household or farming use.
The Collateral  consisting of equipment is now and will remain personal property
and Guarantors will not permit any of the equipment to be or become a part of or
affixed to real property without (i) prior written notice to Lender and Lender's
written  consent  and (ii) first  making all  arrangements,  and  delivering  or
causing to be  delivered  to Lender,  such  agreements  and other  documentation
requested by Lender for the protection  and  preservation  of Lender's  security
interests and liens,  in form and  satisfactory  to Lender,  including,  without
limitation,  waivers and subordination agreements by any landlords or mortgagees
of statutory and non-statutory liens and rights of distraint.  Guarantors assume
all  responsibility  and liability  arising from or relating to the use, sale or
other  disposition  of its  inventory and  equipment as between  Guarantors  and
Lender.

                  (s)  Guarantors  will,  at their  expense,  duly  execute  and
deliver,  or cause to be duly executed and delivered,  such further  agreements,
instruments and documents,  including,  without limitation,  additional security
agreements,  mortgages,  deeds  of  trust,  deeds  to  secure  debt,  collateral
assignments,  Uniform  Commercial  Code  financing  statements  or amendments or
continuations  thereof,  landlords or  mortgagee's  waivers of liens (except for
landlords  waivers as to the retail  stores of  Guarantors)  and consents to the
exercise by Lender of all Lender's rights and remedies  hereunder,  under any of
the other Financing Agreements or applicable law with respect to the Collateral,
and do or cause to be done such  further  acts as may be  necessary or proper in
Lender's opinion to evidence,  perfect,  maintain and enforce Lender's  security
interest and the priority thereof in the Collateral and to otherwise  effectuate
the  provisions  or purposes  of this  Agreement  or any of the other  Financing
Agreements.  Where permitted by law, each of Guarantors hereby authorizes Lender
to execute and file one or more Uniform  Commercial  Code  financing  statements
signed only by Lender.

                  (t)  Guarantors  will  promptly  pay  Lender any and all sums,
costs  and  expenses  which  Lender  may pay or  incur  in  connection  with the
preparation and negotiation of this Agreement,  the Guarantee,  any of the other
Financing  Agreements,  and  any  related  agreements  or  instruments,   or  in
defending,  protecting or enforcing the security  interest  granted herein or in
enforcing  payment  of the  Obligations  or  otherwise  in  connection  with the
provisions  hereof,  including,  without  limitation,  all  search,  filing  and
recording  fees,  taxes,  and attorneys'  fees and all fees and expenses for the
service and filing of papers, marshals,  sheriffs,  custodians,  auctioneers and
others, and all court costs and collection  charges,  all of which shall be part
of the Obligations secured hereby and shall be payable on demand.

         4.       EVENTS OF DEFAULT

         All  Obligations  shall be, at  Lender's  option,  immediately  due and
payable  without notice or demand  (notwithstanding  any deferred or installment
payments  allowed,  if any,  by any  instrument  evidencing  or  relating to the
Obligations)  and any provision of the  Financing  Agreements as to future loans
and  advances  by  Lender to  Borrower  shall,  at  Lender's  option,  terminate
forthwith,  upon the occurrence of any one or more of the following  ("Events of
Default"):

     (a) Guarantors shall be in default in the payment of any of the Obligations
when due, which default shall continue for three (3) days; or

     (b)  Guarantors  shall fail to observe or perform any covenant or agreement
contained  herein  or in any of the other  Financing  Agreements  other  than as
described in subsection  (a) above and such failure shall  continue for five (5)
business days, provided, that, such five (5) business day period shall not apply
in the case of: (i) any failure to observe any such covenant or agreement  which
is not capable of being cured at all or within such five (5) business day period
or which has been the subject of a prior  failure  within a six (6) month period
or (ii) an  intentional  breach by  Guarantors  or their  management of any such
covenant or agreement; or

     (c) any other guarantor, endorser or person liable on the Obligations shall
terminate or breach any of the terms, covenants, conditions or provisions of any
guarantee,  endorsement or other  agreement of such person with, or in favor of,
Lender; or

     (d) any  representation,  warranty or statement of fact when made to Lender
at any time by or on behalf of Guarantors is false or misleading in any material
respect: or

     (e)  Guarantors  or any other  guarantor,  endorser or person liable on the
Obligations  shall become  insolvent,  generally unable to pay its debts as they
mature,  call a meeting of creditors or have a creditors'  committee  appointed,
make a general  assignment for the benefit of creditors,  suspend or discontinue
doing business for any reason,  or shall  commence or have commenced  against it
any action or proceeding for the appointment of any trustee, receiver, custodian
or liquidator of it or all or any part of its properties or assets; or

                  (f) a judgment is  rendered  against  Guarantors  or any other
guarantor, endorser or person liable on the Obligations in excess of $250,000 in
any one case or in excess of $500,000 in the aggregate and the same shall remain
undischarged  for a period in excess of thirty (30) days or  execution  shall at
any time not be effectively stayed; or

                  (g)  Guarantors  or any other  guarantor,  endorser  or person
liable on the  Obligations  shall  commence any action or proceeding  for relief
under  the  Bankruptcy  Code or any  reorganization,  arrangement,  composition,
readjustment,  liquidation,  dissolution  or similar relief under the Bankruptcy
Code or any other present or future statute, law or regulation or shall take any
corporate action to authorize any of such actions or proceedings; or

                  (h)  Guarantors  or any other  guarantor,  endorser  or person
liable  on the  Obligations  shall  have  commenced  against  it any  action  or
proceeding  for  relief  under  the  Bankruptcy  Code  or  any   reorganization,
arrangement,  composition,  readjustment,  liquidation,  dissolution  or similar
relief under the Bankruptcy Code or any other present or future statute,  law or
regulation which is not dismissed  within thirty (30) days of its  commencement,
or  Guarantors,  any other  guarantor,  endorser or person shall file any answer
admitting or not  contesting  the  allegations of a petition filed against it in
any  such  proceeding  or by any  act or  omission  indicates  its  consent  to,
acquiescence  in or approval of, any such action or  proceeding or if the relief
requested is granted sooner; or

     (i) there shall be a material  adverse  change in the  business,  assets or
condition (financial or otherwise) of Guarantors from the date hereof; or

     (j) there is any change in the majority control or ownership of Guarantors;
or

                  (k) at any time,  Lender shall, in its reasonable  discretion,
consider the Obligations  insecure or all or any part of the Collateral  unsafe,
insecure or  insufficient  and Guarantors  shall not on Lender's  demand furnish
other Collateral or make payment on account,  reasonably satisfactory to Lender;
or

                  (1)  Guarantors  or any other  guarantor,  endorser  or person
liable on the  Obligations  shall  default in the  payment of any amounts at any
time  due on any  indebtedness  owed by it or in the  performance  of any of the
other terms or covenants of any evidence of such indebtedness or of any material
mortgage,  security  agreement,  indenture,  pledge or other agreement  relating
thereto or securing such indebtedness or with respect to any material  contract,
lease,  license or other  agreement  with any person  other than  Lender,  which
default continues for more than the applicable cure period, if any, with respect
thereto; or

     (m) the occurrence of an event of default under any of the other  Financing
Agreements.

         5.       RIGHTS AND REMEDIES

                  (a) Upon the  occurrence  of any Event of  Default  and at any
time thereafter, in addition to all other rights and remedies of Lender, whether
provided  under  the  Uniform  Commercial  Code or other  applicable  law,  this
Agreement,  the Guarantee,  the other Financing Agreements or otherwise,  Lender
shall have the  following  rights and remedies  which may be  exercised,  in its
discretion,  at any time or times,  with or without  judicial  process,  with or
without the  assistance of others and without notice to or consent by Guarantors
except as such notice or consent or judicial  process is expressly  provided for
hereunder or required by law:

     (i) accelerate  payment of all  Obligations  and demand  immediate  payment
thereof to Lender;

     (ii) enter upon any  premises on or in which any of the  Collateral  may be
located and, without  resistance or interference by Guarantors,  take possession
of the Collateral;

     (iii) complete  processing,  manufacturing and repair of all or any portion
of the Collateral;

     (iv)  require any of  Guarantors,  at their  expense,  to assemble and make
available  to  Lender  any part or all of the  Collateral  at any place and time
designated by Lender; and

     (v) remove any or all of the  Collateral  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;

     (vi)  appropriate,  set off and apply to the  payment  of any or all of the
Obligations,  any or all Collateral,  in such manner as Lender shall in Lender's
sole  discretion  determine,  and  enforce  payment of any  Collateral,  settle,
compromise or release in whole or in part any amounts  owing on the  Collateral,
prosecute any action, suit or proceeding with respect to the Collateral,  extend
the time of payment of any and all  Collateral,  make allowances and adjustments
with respect  thereto,  and issue  credits in Lender's or either of  Guarantor's
names; and

     (vii) sell,  assign,  foreclose or otherwise  dispose of and deliver any or
all of the Collateral,  at public or private sale, at broker's board,  for cash,
upon credit or otherwise,  at Lender's sole option and discretion,  on or in any
of Guarantor's  premises or premises of any other person,  and Lender may bid or
become purchaser at any such sale, if public,  free from any right of redemption
which is hereby expressly waived.

                  (b) In the event Lender seeks to take possession of all or any
portion of the Collateral by judicial  process,  each of Guarantors  irrevocably
waives:  (i) the posting of any bond,  surety or security  with respect  thereto
which might otherwise be required,  (ii) any demand for possession  prior to the
commencement  of any suit or action to  recover  the  Collateral,  and (iii) any
requirement  that Lender  retain  possession  and not dispose of any  Collateral
until after trial or final judgment.

                  (c) Each of Guarantors agrees that the giving of five (5) days
notice by Lender to either of Guarantors' addresses set forth below, designating
the place and time of any  public  sale or of the time after  which any  private
sale or other intended  disposition  of the  Collateral is to be made,  shall be
deemed to be reasonable  notice thereof and each of Guarantors  waives any other
notice with respect thereto.

                  (d) The net cash proceeds  resulting  from the exercise of any
of the foregoing rights or remedies shall be applied by Lender to the payment of
the Obligations in such order as Lender may elect,  and each of Guarantors shall
remain liable to Lender for any deficiency.  Without  limiting the generality of
the  foregoing,  if Lender  enters  into any  credit  transaction,  directly  or
indirectly,  in connection with the disposition of any Collateral,  Lender shall
have the option, at any time, in its sole discretion,  to reduce the Obligations
by the  principal  amount of such credit  transaction  or to defer the reduction
thereof until actual  receipt by Lender of cash or other  immediately  available
funds in connection therewith.

                  (e) The  enumeration  of the foregoing  rights and remedies is
not  intended to be  exclusive,  and such rights and remedies are in addition to
and not by way of  limitation  of any other  rights or remedies  Lender may have
under the Uniform Commercial Code or other applicable law. Lender shall have the
right, in Lender's sole discretion,  to determine which rights and remedies, and
in which order any of the same,  are to be  exercised,  and to  determine  which
Collateral  is to be proceeded  against and in which order,  and the exercise of
any right or remedy shall not preclude the exercise of any others. Lender may at
any time pursue, relinquish,  subordinate,  modify or take any other action with
respect  thereto,  without  in  any  way  modifying  or  affecting  any  of  the
Obligations.  Lender may, at any time or times,  proceed directly against any of
Guarantors or any other person liable on the  Obligations to enforce  payment of
the  Obligations  and shall not be  required  to take any  action of any kind to
preserve,  collect or protect  Lender's  or,  any of  Guarantor's  rights in the
Collateral.

                  (f) No act,  failure  or delay by Lender  shall  constitute  a
waiver of any of Lender's  rights and remedies.  No single or partial  waiver by
Lender of any provision of this Agreement or any supplement hereto, or breach or
default  thereunder,  or of any  right or remedy  which  Lender  may have  shall
operate as a waiver of any other provision,  breach, default, right or remedy or
of the same provision, breach, default, right or remedy on a future occasion.

                  (g) Each of Guarantors waives presentment, notice of dishonor,
protest and notice of protest of all  instruments  included in or evidencing any
of the  Obligations  or the  Collateral  and  any  and all  notices  or  demands
whatsoever (except as expressly provided herein).

                  (h) All  rights,  remedies,  powers  and  benefits  granted to
Lender by any of  Guarantors  or any other person liable on or in respect of the
Obligations under this Agreement, the Guarantee, the other Financing Agreements,
or any other agreement,  or granted by applicable law, whether expressly granted
or implied in law, are cumulative,  not exclusive and enforceable alternatively,
successively,  or  concurrently  on any one or more occasions and shall include,
without limitation, the right to apply to a court of equity for an injunction to
restrain a breach or threatened  breach by Guarantors or any other person liable
on or in respect of the Obligations of this Agreement,  the Guarantee, the other
Financing Agreements or such other agreements.

         6.       MISCELLANEOUS

                  (a)  Notwithstanding  that  Lender,  whether on its own behalf
and/or on behalf of others,  may continue to hold Collateral,  and regardless of
the value  thereof,  each of  Guarantors  and each other person  liable on or in
respect of the Obligations  shall be and remain jointly and severally liable for
the payment in full,  including  principal and  interest,  of any balance of the
Obligations and expenses hereunder at any time unpaid.

                  (b) Each of Guarantors and Lender waive all rights to trial by
jury in any action or proceeding  instituted by either of them against the other
arising  on, out of or by reason of this  Agreement,  the  Guarantee,  the other
Financing  Agreements,  the  Obligations,  the Collateral,  any alleged tortious
conduct by either  party  hereto or in any way  arising out of or related to the
relationship  between either of Guarantors and Lender or Borrower and Lender. In
no  event  will  Lender  be  liable  for  lost  profits  or  other   special  or
consequential damages.

                  (c) Each of  Guarantors  waives  all rights to  interpose  any
claims,  defenses,  deductions,  setoffs or counterclaims of any kind, nature or
description  in any action or  proceeding  instituted  by Lender with respect to
this Agreement, the Guarantee, the other Financing Agreements,  the Obligations,
the  Collateral or any matter arising  therefrom or relating  hereto or thereto,
except compulsory counterclaims.

                  (d)  Each  of   Guarantors   hereby   expressly   submits  and
irrevocably consents to the non-exclusive jurisdiction of the District Courts of
the  State of Texas  and the  United  States  District  Court  for the  Northern
District of Texas in connection with any action or proceeding  arising out of or
relating to this Agreement, the Guarantee,  the other Financing Agreements,  the
Obligations,  the  Collateral or any document or instrument  delivered  pursuant
hereto or thereto.  Each of  Guarantors  hereby waives  personal  service of the
summons and complaint or other process or notice of motion or other  application
or papers  issued  therein,  and agrees  that the  service of such  summons  and
complaint  or other  process or papers may be served:  (i) inside or outside the
State of Texas by  registered  or  certified  mail,  return  receipt  requested,
addressed to either of Guarantors at its chief executive  office set forth below
and service or notice so served shall be deemed  complete five (5) business days
after the same  shall have been  posted or (ii) in such  other  manner as may be
permissible under the rules of said Courts.

                  (e) All notices,  requests and demands  hereunder  shall be in
writing and (i) made to Lender at 1201 Main Street,  Dallas,  Texas 75202 and to
Guarantors at their chief  executive  offices set forth below,  or to such other
address as each party may designate by written notice to the other in accordance
with this  provision,  and (ii)  deemed to have been given or made:  if by hand,
telex,  telecopy or telegram,  immediately upon sending;  if by Federal Express,
Express Mail or other overnight  delivery  service,  one (1) day after dispatch;
and if by certified mail, return receipt requested, five (5) days after mailing.

                  (f) The provisions of this Agreement are severable, and if any
clause or provision hereof shall be held invalid or unenforceable in whole or in
part in any jurisdiction,  then such invalidity or unenforceability shall attach
only to such clause or provision in any such  jurisdiction or part thereof,  and
shall  not  in  any  manner  affect  such  clause  or  provision  in  any  other
jurisdiction  or any other clause or  provision  in this  Agreement or the other
Financing Agreements in any jurisdiction.

                  (g)  Under no  circumstances  shall  Lender  be deemed to have
assumed any  responsibility for or obligation or duty of any nature or kind with
respect  to any  Collateral,  or any  matter or  proceedings  arising  out of or
relating  thereto,  but the same shall be at the sole risk of  Guarantors at all
times.  Each of Guarantors  hereby  releases  Lender from any claims,  causes of
action and demands at any time  arising out of,  relating to or with  respect to
this Agreement, the Guarantee, the other Financing Agreements,  the Obligations,
the  Collateral  and/or any actions  taken or omitted to be taken by Lender with
respect  thereto,  and each of  Guarantors  hereby  agrees to indemnify and hold
Lender  harmless  from and with  respect to any and all such  claims,  causes of
action  and  demands  by any  person,  other  than  Lender's  own  acts of gross
negligence or willful misconduct.

                  (h)  This  Agreement  shall  inure to the  benefit  of each of
Guarantors and Lender and their  respective  successors and assigns and shall be
binding upon each of Guarantors and its successors and assigns.

                  (i)  This  Agreement  and any  other  agreement,  document  or
instrument delivered in connection herewith,  and the obligations of the parties
hereunder or thereunder  shall be governed by, and construed and  interpreted in
accordance  with the laws of the state of Texas,  except to the extent  that the
law of any other  jurisdiction  is  required to be applied  with  respect to the
enforcement of Lender's rights in Collateral located in such jurisdiction.

         IN WITNESS WHEREOF,  each of Guarantors has caused these presents to be
duly executed and delivered on the day and year first above written.

VALUE SLACKS, INC.

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

VALUE CLOTHING COMPANY, INC.,
a Texas corporation

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

Chief Executive Office of Signatories

4171 North Mesa
Building D
Suite 500
El Paso, Texas 79902-1433



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