EXHIBIT 10.62

                               [FARAH LETTERHEAD]

                            FARAH (UK) SUPPLEMENT TO
                          ACCOUNTS FINANCING AGREEMENT
                              [SECURITY AGREEMENT]

As of June 1, 1997



Congress Financial Corporation (Southwest)
1201 Main Street
Dallas, Texas  75250

Gentlemen:

         This Farah (UK) Supplement ("Supplement"), dated as of June 1, 1997, is
a supplement to the Amended and Restated Accounts Financing  Agreement [Security
Agreement],  dated  as of  June 1,  1997,  among  Farah  U.S.A.,  Inc.,  a Texas
corporation, Value Clothing Company, Inc. and Farah Manufacturing (U.K.) Limited
("Farah UK")  (together  with each of their  respective  successors and assigns,
collectively,  "Borrowers") and Congress Financial  Corporation  (Southwest),  a
Texas  corporation  (together  with its  successors  and assigns,  "Congress" or
"Lender"),  amending and restating the Accounts  Financing  Agreement  [Security
Agreement],  dated as of August 2, 1990 (together with this Supplement,  any and
all  other  supplements  thereto,  and  all  other  agreements,   documents  and
instruments  between  Borrowers and Congress  related  thereto,  as the same now
exist or may hereafter be amended, modified,  supplemented,  extended,  renewed,
restated or replaced,  the "Amended and Restated Accounts Financing Agreement").
This  Supplement  is (a)  hereby  incorporated  into the  Amended  and  Restated
Accounts  Financing  Agreement,  (b) made a part  thereof and (c) subject to the
terms,  conditions,  covenants  and  warranties  thereof,  including  the  other
Supplements (as defined therein).  All terms (including  capitalized terms) used
herein shall have the meanings  ascribed to them respectively in the Amended and
Restated  Accounts  Financing  Agreement,   unless  otherwise  defined  in  this
Supplement.

                  1.(a)    Additional Definitions. As used herein, the following
terms shall have the respective meanings given to them below:

     (i)  "Eligible  Farah UK  Accounts"  shall  mean Farah UK  Accounts  in the
ordinary course of business arising out of Farah UK's sale of goods or rendition
of  services,  which are and at all times  shall  continue to be  acceptable  to
Lender in all respects.  Standards of eligibility  may be fixed and revised from
time  to  time  solely  by  Lender  in its  exclusive  reasonable  judgment.  In
determining  eligibility,  Lender may, but need not, rely on agings, reports and
schedules of Farah UK Accounts furnished to Lender by Farah USA or Farah UK, but
reliance  by  Lender  thereon  from  time to time  shall  not be deemed to limit
Lender's right to revise standards of eligibility at any time as to both present
and future Farah UK Accounts. In general, a Farah UK Account shall not be deemed
eligible unless:
(A) the Farah UK  Account  Debtor on such  Farah UK  Account is and at all times
continues  to be  reasonably  acceptable  to  Lender,  (B) such Farah UK Account
complies in all respects with the representations,  covenants and warranties set
forth herein and in the other Amended and Restated Accounts Financing Agreements
(as if such  Farah UK  Account  was an  Eligible  Account of Farah USA under the
terms of the Financing Agreements,  including,  but not limited to, Sections 6.5
and 6.6 of the Amended and Restated  Accounts  Financing  Agreement)  and (C) no
more  than  sixty  (60) days have  elapsed  since the due date of such  Farah UK
Account but in no event more than one hundred twenty (120) days from the invoice
date thereof.

     (ii)  "Eligible  Farah  UK  Inventory"  shall  mean  Inventory  of Farah UK
consisting  of finished  goods  acceptable  to Lender in all  respects.  General
criteria for Eligible  Farah UK Inventory  may be  established  and revised from
time to time by Lender in its exclusive reasonable judgment. In determining such
acceptability  Lender  may,  but need not,  rely on  reports  and  schedules  of
Inventory furnished to Lender by either Farah UK or Farah USA on behalf of Farah
UK,  but  reliance  thereon  by Lender  from time to time shall not be deemed to
limit its right to revise  standards  of  eligibility  at any time.  In general,
except in  Lender's  sole  discretion,  Eligible  Farah UK  Inventory  shall not
include (A) raw materials,  (B)  work-in-process  (C) spare parts, (D) packaging
and shipping  materials,  (E) supplies used or consumed in the business of Farah
UK, (F) Inventory  subject to a security  interest or lien in favor of any third
party or subject to a retention of title by any third party, (G) Inventory which
is not subject to the first priority  perfected security interest of Lender, (H)
Inventory at premises  which are not owned and  operated by Farah UK;  provided,
that, any Inventory of Farah UK which would  otherwise be deemed  Eligible Farah
UK  Inventory  at  locations  which are not owned and  operated  by Farah UK may
nevertheless  be  considered  Eligible  Farah UK  Inventory if Lender shall have
received an agreement in writing, in form and substance  satisfactory to Lender,
from the holder of such Inventory or the owner and/or operator of such location,
as the case may be,  pursuant to which such holder,  owner and/or  operator,  if
required by Lender,  acknowledges  the first  priority lien on such Inventory of
Lender,  agrees to waive any and all claims such holder,  owner and/or  operator
may, at any time, have against such Inventory,  and permits Lender access to and
the  right to remain on the  premises  so as to  exercise  Lender's  rights  and
remedies and  otherwise  deal with the  Inventory of Farah UK, (I) bill and hold
goods, (J) defective goods, (K) obsolete, slow-moving and/or discontinued goods,
(L) "seconds" and (M) Inventory purchased on consignment.
                          
     (iii)  "Farah  UK"  shall  mean  Farah  Manufacturing   (U.K.)  Limited,  a
corporation incorporated in England, and its successors and assigns.

     (iv) "Farah UK Account Debtor" shall mean each debtor or obligor in any way
obligated on or in connection with any Farah UK Accounts.

     (v) "Farah UK  Accounts"  shall mean all of Farah UK's  present  and future
accounts,  contract rights,  general intangibles,  chattel paper,  documents and
instruments,  as  such  terms  are  defined  in  the  UCC,  including,   without
limitation,  all  obligations for the payment of money arising out of Farah UK's
sale,  lease or other  disposition  of goods or other  property or  rendition of
services.

     (vi) "Farah UK Agreements" shall mean  individually and  collectively,  the
Debenture,  dated  January  21,  1994,  between  Lender  and  Farah  UK and  all
agreements,  documents and instruments at any time executed and/or  delivered by
Farah UK to Lender in connection herewith or therewith, as the same now exist or
may hereafter be further amended,  modified,  supplemented,  extended,  renewed,
restated or replaced.

     (vii) "Farah UK  Collateral"  shall mean all assets and properties of Farah
UK at any time subject to a mortgage, charge, assignment, pledge, lien, right of
set-off,  encumbrance or other security  interest (whether fixed or floating) in
favor of Lender and including,  without limitation, all assets and properties of
Farah UK  subject  to a  charge  in favor of  Lender  pursuant  to the  Farah UK
Agreements.

     (viii)  "Farah UK Events of  Default"  shall have the  meaning set forth in
Section 7 of this Supplement.

     (ix) "Governmental Agency" shall mean the government of any country, or any
province or state thereof or a local municipality or other political subdivision
thereof  or any body,  department,  authority,  agency,  public  corporation  or
instrumentality of any of the foregoing.

     (x) "Net Amount of Eligible Farah UK Accounts"  shall mean the gross amount
of Eligible  Farah UK  Accounts  less  sales,  excise or similar  taxes and less
returns,  discounts,  claims,  credits and  allowances of any nature at any time
issued, owing, granted, outstanding, available or claimed.

     (xi) "Pounds  Sterling"  shall mean legal  tender  according to the laws of
England.
     (xii) "U.S.  Dollars" shall mean legal tender  according to the laws of the
United States of America.

     (xiii) "U.S. Dollar Equivalent" shall mean the number of U.S. Dollars which
Lender  can  purchase  with the  amount of the  available  currency,  including,
without limitation,  Pounds Sterling,  at any time or from time to time in order
to perform any  provision of this  Supplement  or the other Amended and Restated
Accounts Financing Agreements,  provided that such determination shall be at the
buying rate of exchange  available to Lender on such date,  at such time, at any
branch  in New  York,  New  York  or of any  bank,  chartered,  incorporated  or
qualified to do banking business under the laws of the United States of America,
the State of New York or as may be selected by Lender, in its discretion.

                  (b)  Interpretation.  All capitalized  terms used herein shall
have the meaning  assigned  thereto in the other  Amended and Restated  Accounts
Financing Agreement, unless otherwise defined herein.

         2.       Farah UK Loans.

                  (a) Lender shall,  in its  discretion,  make loans to Farah UK
from time to time,  at the  request  of Farah UK or Farah USA on behalf of Farah
UK, of up to:

     (i)  seventy-five  (75%) percent of the U.S.  Dollar  Equivalent of the Net
Amount of  Eligible  Farah UK  Accounts  (or such  greater or lesser  percentage
thereof as Lender may determine from time to time); plus

     (ii)  thirty-five  (35%)  percent  of the Value  (based on the U.S.  Dollar
Equivalent) of Eligible Farah UK Inventory (or such greater or lesser percentage
thereof  as Lender may  determine  from time to time) up to  $1,750,000  in U.S.
Dollars or the U.S. Dollar Equivalent.

                  (b) All loans  shall be charged to a loan  account in the name
of Farah UK on Lender's  books.  Lender  shall render to Farah USA, as agent for
Farah UK, each month a statement of its loan account  which shall be  considered
correct and deemed accepted by, and binding upon, Farah UK as an account stated,
except to the  extent  that  Lender  receives a written  notice of any  specific
exceptions  by Farah UK thereto  within  thirty (30) days after the date of such
statement.

                  (c)  At  Lender's  option,  all  principal,   interest,  fees,
commissions,  costs, expenses or other charges payable by Farah UK to Lender and
any and all loans and advances by Lender to Farah UK may be charged  directly to
the account of Farah UK maintained by Lender.

                  (d) All loans by Lender  to Farah UK shall be  payable  at the
offices of Lender specified above or at such other place as Lender may hereafter
designate  from time to time and at  Lender's  option  and upon the  request  of
Lender,  Farah UK shall  execute  and  deliver to Lender one or more  promissory
notes in form and  substance  satisfactory  to Lender to further  evidence  such
loans.

                  (e) With  respect to loans based on the Prime  Rate,  interest
shall be  payable  by Farah UK to Lender on the last day of each  month upon the
closing  daily  balances in its account for each day during such month at a rate
equal to the Annual Rate.  With respect to Libor Rate loans,  interest  shall be
payable  on the last day of each month at a rate equal to 2.75% in excess of the
Libor  Rate.  The Annual Rate shall  increase or decrease by an amount  equal to
each  increase or decrease,  respectively,  in the Prime Rate,  effective on the
first day of the month  after any  change in the Prime  Rate  based on the Prime
Rate in effect on the last day of the  month in which  any such  change  occurs.
Interest  based on the Libor Rate shall be selected,  determined  and charged in
accordance  with  Section  3.1 of the Amended and  Restated  Accounts  Financing
Agreement.  The Annual Rate in effect hereunder on the date hereof, expressed in
terms of simple  interest is eight and one-half of one percent (8.5%) per annum.
Interest  shall be  calculated  on the basis of a three  hundred sixty (360) day
year and shall be  included in each  monthly  statement  of the loan  account of
Farah UK. Lender shall have the right, at its option,  to charge all interest to
the loan account of Farah UK on the first day of each month,  and such  interest
shall be deemed to be paid by the first amounts subsequently credited thereto.

                  (f) No  agreements,  conditions,  provisions  or  stipulations
contained  in  this  Supplement  or in any of the  other  Amended  and  Restated
Accounts  Financing  Agreements or the  occurrence of an Event of Default or the
exercise by Lender of the right to  accelerate  the  payment of the  maturity of
principal and interest,  or to exercise any option whatsoever  contained in this
Supplement  or in any of the  other  Amended  and  Restated  Accounts  Financing
Agreements or the arising of any contingency  whatsoever shall entitle Lender to
collect,  in any event,  interest  exceeding the Maximum  Legal Rate,  and in no
event shall Farah UK be obligated to pay interest  exceeding  such Maximum Legal
Rate, and all agreements,  conditions or stipulations,  if any, which may in any
event or contingency  whatsoever operate to bind, obligate or compel Farah UK to
pay a rate of  interest  exceeding  such  Maximum  Legal  Rate  shall be without
binding force or effect at law or in equity, to the extent only of the excess of
interest over such maximum interest allowed by law. In the event any interest is
charged  in  excess  of  the  Maximum  Legal  Rate  (herein  referred  to as the
"Excess"),  Farah UK and Lender  acknowledge  and stipulate that any such charge
shall be the result of an accidental and bona fide error,  and such Excess shall
be, first,  applied to reduce the principal of any Obligations due, and, second,
returned to Farah UK, it being the intention of the parties  hereto not to enter
at any time into an  usurious or  otherwise  illegal  relationship.  The parties
hereto recognize that with fluctuations in the Prime Rate and Libor Rate such an
unintentional  result  could  inadvertently  occur.  By the  execution  of  this
Supplement, Farah UK covenants that (i) the credit or return of any Excess shall
constitute  the  acceptance  by Farah UK of any such  Excess,  and (ii) Farah UK
shall not seek or pursue any other remedy,  legal or equitable,  against  Lender
based,  in whole or in part,  upon the  charging or receiving of any interest in
excess of the Maximum Legal Rate. For the purpose of determining  whether or not
any Excess has been contracted for, charged or received by Lender,  all interest
at any time contracted for, charged or received by Lender in connection with the
Obligations  of Farah UK shall be amortized,  prorated,  allocated and spread in
equal parts during the entire term of the financing  arrangements of Lender with
Farah UK.

                  (g) If the  applicable law is amended in the future to allow a
greater rate of interest to be charged to Farah UK under this Supplement than is
presently  allowed by applicable  state or federal law,  then the  limitation of
interest  hereunder  and under  the  Amended  and  Restated  Accounts  Financing
Agreement  shall  be  increased  to the  maximum  rate of  interest  allowed  by
applicable law as amended,  which  increase shall be effective  hereunder on the
effective date of such  amendment,  and all interest  charges owing to Lender by
reason thereof shall be payable upon demand.

                  (h) Until the  authority  of Farah UK to do so is curtailed or
terminated at any time by Lender,  Farah UK shall,  at its expense and on behalf
of Lender,  collect,  as the  property  of Lender and in trust for  Lender,  all
proceeds  from the Farah UK Accounts and the sale of the  Inventory of Farah UK,
in whatever form,  including,  without limitation,  all cash, checks,  drafts or
other  instruments and all other proceeds of Collateral.  At such time hereafter
as Lender may request,  Farah UK shall not commingle such collections with Farah
UK's own  funds.  Upon  Lender's  request,  Farah  UK shall on the day  received
deposit all such proceeds into deposit  accounts  subject to the  provisions set
forth below for the collection and transfer of sales  proceeds.  At such time as
proceeds of Collateral of Farah UK are deposited into deposit  accounts  subject
to the provisions set forth below, such proceeds when received by Lender at such
place as Lender may  designate  from time to time shall be  credited to the loan
account  of Farah UK after  adding  two (2)  business  days for  remittances  by
federal  funds  wire  transfers  and  after  adding  two (2)  business  days for
collection,  clearance and transfer of all other  remittances,  in each instance
conditional upon final payment to Lender.

                  (i) At such time as Lender may request,  Farah UK shall,  in a
manner  satisfactory  to Lender from time to time,  enter into  deposit  account
arrangements  such that all proceeds of the sale of the inventory of Farah UK of
every form, or amounts payable upon letters of credit,  bankers' acceptances and
other  proceeds of such  Collateral  shall be deposited  into a blocked  account
under  Lender's  control or deposited  into one of the deposit  accounts that is
approved by Lender with respect to which irrevocable  instructions from Farah UK
have been accepted by the depository  bank to transfer all collected  funds to a
blocked account under the control of Lender. In connection  therewith,  Farah UK
shall execute such instructions, blocked account and other agreements as Lender,
in its discretion, shall specify.

         3. Farah UK Representations,  Warranties and Covenants. Farah UK hereby
represents,  warrants and covenants to Lender 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
Lender to Farah UK hereunder:

                  (a)  Farah UK shall at all times  preserve,  renew and keep in
full  force and  effect  its  existence  as a  corporation  and the  rights  and
franchises  with respect  thereto and continue to engage in business of the same
type as it is engaged as of the date hereof.  Farah UK shall give Lender  thirty
(30) days prior  written  notice of any proposed  change in its  corporate  name
which notice shall set forth the new name.

                  (b) The books and records and chief executive  office of Farah
UK are  maintained at Crittall  Road,  Witham,  Essex CM8 3DJ England.  Farah UK
shall not change such location  without Lender's prior written consent and prior
to making any such change,  Farah UK agrees to execute any additional  documents
or notices which Lender may require.  The only  locations of any assets of Farah
UK are those  addresses  listed  on  Exhibit  A 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 Farah UK does not own and operate and all mortgages,  if
any,  with  respect  to the  premises.  Farah UK shall not  remove  any Farah UK
Collateral from such locations,  without Lender's prior written consent,  except
for sales of Farah UK Inventory in the ordinary course of business of Farah UK.

                  (c) Farah UK shall maintain its shipping  forms,  invoices and
other related  documents in a form satisfactory to Lender and shall maintain its
books, records and accounts in accordance with applicable  accounting principles
consistently  applied.  Farah agrees to furnish  Lender  monthly  with  accounts
receivable  agings,  inventory  reports  (if  requested  by Lender)  and 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,  statements  of cash flows
projections,   forecasts,   schedules,  agings  and  reports.  Farah  UK  hereby
irrevocably  authorizes  and  directs all  accountants,  auditors or other third
parties to deliver to Lender,  at Farah UK's  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. All such statements and
information  will fairly present Farah UK's financial  condition as of the dates
and the results of Farah UK's 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 Farah UK makes written request therefor and pays all
expenses attendant to their return, in which event Lender shall return same when
Lender's actual or anticipated need therefor has ceased.

                  (d)  Farah UK shall  keep  and  maintain,  at its own cost and
expense,  satisfactory  and complete books and records of all Farah UK Accounts,
all  payments  received  or  credits  granted  thereon  and all  other  dealings
therewith.  At any time on or after the  occurrence  of an Event of Default,  at
such times as Lender may request,  Farah UK shall deliver to Lender all original
documents  evidencing  the sale and  delivery  of  goods or the  performance  of
services  which created any Accounts,  including but not limited to all original
contracts,  orders,  invoices,  bills of lading,  warehouse  receipts,  delivery
tickets and shipping receipts. At any such time as Lender may request,  Farah UK
shall  deliver  to Lender  schedules  describing  the  Accounts  and/or  written
confirmatory  assignments  to  Lender  of each  Account,  in form and  substance
satisfactory  to Lender and duly executed by Farah UK,  together with such other
information as Lender may request. Lender will return to Farah UK, at Farah UK's
expense,  any original documents evidencing the sale and delivery of goods which
created any Accounts  delivered  to Lender  pursuant to this Section 3(d) and in
Lender's  possession  when  Lender's  actual or  anticipated  need  therefor has
ceased.  In no event  shall the making or the  failure to make or the content of
any schedule or assignment  or Farah UK's failure to comply with the  provisions
hereof  be deemed  or  construed  as a waiver,  limitation  or  modification  of
Lender's  security  interest  therein,  lien upon and assignment of the Farah UK
Collateral or Farah UK's  representations,  warranties  or covenants  under this
Supplement  or  any  of  the  other  Amended  and  Restated  Accounts  Financing
Agreements.

                  (e)  Farah  UK  shall  immediately  upon  obtaining  knowledge
thereof  report to Lender all  reclaimed,  repossessed  or returned goods (other
than returns in the ordinary  course of business of Farah UK which shall only be
reported  to  Lender  with such  frequency  and in such  manner  as  Lender  may
reasonably require).

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

                  (g) Except as otherwise disclosed to Lender in writing,  there
is no present  investigation  by any  Governmental  Agency pending or threatened
against  Farah UK and there is no action,  suit,  proceeding or claim pending or
threatened  against  Farah  UK or its  assets  or  goodwill,  or  affecting  any
transactions  contemplated  by this Supplement or the other Amended and Restated
Accounts  Financing  Agreements,  or any  instruments or documents  delivered in
connection  herewith or therewith  before any court,  arbitrator or Governmental
Agency  which if adversely  determined  with respect to Farah UK would result in
any  material  adverse  change  in  Farah  UK's  business,  properties,  assets,
goodwill, or condition, financial or otherwise.

                  (h)  Farah UK does not  have any  Subsidiaries  as of the date
hereof  except as set forth on Exhibit B hereto.  Farah  International,  Inc., a
Texas corporation, is the direct and beneficial owner and holder of 9,999 shares
of the issued and outstanding  shares of capital stock of Farah UK and Farah USA
is the  direct  and  beneficial  owner and  holder of 1 share of the  issued and
outstanding  shares of capital stock of Farah UK, which 10,000 shares constitute
all of the issued and outstanding  shares of capital stock of Farah UK. Farah UK
will not form or acquire any  Subsidiary  without the prior  written  consent of
Lender.

                  (i) Farah UK 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)  unsecured  Indebtedness  of  Farah  UK to  Farah  Exports  (Ireland)
incurred by Farah UK in the ordinary  course of business of Farah UK pursuant to
the  purchase  of  Inventory  by Farah UK from Farah  Exports  (Ireland),  which
Indebtedness is, in all respects, subject and subordinate in right of payment to
the right of Lender to receive the prior indefeasible  payment in full of all of
the Obligations; provided, that: (A) Farah UK shall not, directly or indirectly,
make any payments in respect of such  Indebtedness,  including,  but not limited
to, any prepayments or other non-mandatory  payments or any payments pursuant to
the purported acceleration thereof except, that, Farah UK may make payments from
time to  time  to  Farah  Exports  (Ireland)  in  respect  of such  indebtedness
outstanding  as of the  date  hereof,  provided,  that,  each  of the  following
conditions  is  satisfied:  (1) as of the date of each  such  payment  and after
giving effect thereto,  no Event of Default shall exist or have occurred and (2)
the  aggregate  amount of all such payments in any fiscal year of Farah UK shall
not exceed  $500,000,  and (B) Farah UK shall not,  directly or indirectly,  (1)
amend,  modify,  alter or change the terms of 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;

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

     (v) Indebtedness  owing to any one person existing on the date hereof in an
amount of less than  $100,000  (or the foreign  currency  equivalent  thereof as
determined  by Lender)  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)  Farah UK and its  subsidiaries  may only  make  regularly
scheduled  payments of principal and interest in respect of such Indebtedness as
set forth on Exhibit C, (B) Farah UK will not, directly or indirectly,  (1) make
any  prepayments  or  other  non-mandatory  payments  in  respect  of  any  such
Indebtedness or (2) redeem, retire, defense,  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)  Farah UK and its  subsidiaries  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;

     (vi) unsecured  Indebtedness  owing to a Borrower  evidencing loans made by
such Borrower to Farah UK, provided that such Borrower  collaterally  assigns to
Lender the note and/or other agreements evidencing such Indebtedness in form and
substance satisfactory to Lender;

     (vii) Indebtedness  evidencing letter of credits issued by third parties on
behalf of Farah UK in an  aggregate  amount  not to exceed  500,000  in  British
Pounds Sterling at any time outstanding;

     (viii)  unsecured  Indebtedness  of  Farah UK under  custom  guarantees  in
respect of the  payment of import  duties in an  aggregate  amount not to exceed
250,000 in British Pounds Sterling; and

     (ix) Indebtedness to third party lenders of Farah UK arising after Farah UK
terminates its  obligations  under the Amended and Restated  Accounts  Financing
Agreement,  this  Supplement,  the Farah UK Agreements,  and the other Financing
Agreements  in  accordance  with the terms and  conditions  of Section 8 of this
Supplement.

                  (j) Farah UK 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 its real or personal
properties, whether now owned or hereafter acquired, except:

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

     (ii) tax,  mechanics or other like statutory  liens arising in the ordinary
course of Farah UK's  business 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
Farah UK 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 mortgages,  liens or security  interests (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;

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

     (v) Liens,  security  interests and charges  against the assets of Farah UK
securing the Indebtedness described in Section 3(i)(ix) above.

                  (k) Farah UK 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 or any Person or agree to do any of the
foregoing, except:

                           (i)      guarantees in favor of Lender;

     (ii)  loans  by  Farah UK or any of its  subsidiaries  to any of the  other
Borrowers or Farah Incorporated, provided that Farah UK collaterally assigns the
note and/or agreements  evidencing such loan in form and substance  satisfactory
to Lender;

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

     (iv)  investments  by Farah  UK and its  subsidiaries  in the  stock of any
Subsidiary existing as of the date hereof or hereafter approved by Lender; and

     (v) 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 or any bank,  trust
company,  building  society or other financial  institution  organized under the
laws of and  located  in  England  or Wales  and  having  capital,  surplus  and
undivided  profits of at least  $100,000,000 or the foreign currency  equivalent
thereof as determined by Lender (provided, that, upon Lender's request, Farah UK
or such  Subsidiary,  as the case may be, shall  execute and deliver to Lender a
pledge  agreement or  memorandum  of deposit with respect  thereto,  in form and
substance  satisfactory to Lender) and (C) open market  commercial  paper with a
maturity  date 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.

                  (l) Farah UK 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 Farah UK except on prices and terms no less  favorable  than would
have been obtained in an arm's length transaction with a non-affiliated person.

                  (m) Farah UK will permit representatives of Lender at any time
to inspect its  inventory,  equipment and other tangible Farah UK Collateral and
to have free access to and right of  inspection  of any papers,  instruments  an
records  pertaining  to any of the Farah UK  Collateral  and make  abstracts  or
photocopies  from  Farah  UK's books and  records,  at the  expense of Farah UK,
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 Farah UK
Collateral  upon or at any time after the  occurrence of an Event of Default (as
provided hereunder).

                  (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,  Farah UK will, at its sole cost and expense,  execute and deliver
to Lender written reports or appraisals of the Farah UK 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 if 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)  Farah UK will (i) use,  store and  maintain  the Farah UK
Collateral  consisting of inventory and equipment with all  reasonable  care and
caution,  and (ii) use such Farah UK Collateral for lawful  purposes only and in
conformity with applicable laws, ordinances and regulations.

                  (p) At its  option,  Lender  may  discharge  taxes,  liens  or
security  interests  or other  encumbrances  at any time levied or placed on the
Farah UK Collateral  and may pay for the  maintenance  and  preservation  of the
Farah UK Collateral and Farah UK agrees to reimburse Lender on demand,  together
with  interest  therein at the rate  specified  herein,  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.

     4. Farah UK  Inventory  Loan  Sublimits.  Notwithstanding  anything  to the
contrary  contained herein or in any of the other Amended and Restated  Accounts
Financing  Agreements,  except in  Lender's  discretion,  the  aggregate  unpaid
principal  amount of the loans  outstanding  at any time  based on the  Eligible
Farah  UK  Inventory,  regardless  of the  amounts  of such  Eligible  Farah  UK
Inventory,   shall  not  exceed  $1,750,000  in  U.S.  Dollars  or  U.S.  Dollar
Equivalents.

     5. Maximum Credit for Farah UK Loans.  Except in Lender's  discretion,  the
aggregate unpaid principal amount of the loans or other financial accommodations
by  Lender  to  Farah  UK  shall be made in U.S.  Dollars  and not  exceed  U.S.
$5,000,000 in U.S. Dollars or U.S. Dollar Equivalents.
         6.       Farah UK Financial Covenants.

     (a) Net  Worth.  Farah UK  will,  at all  times,  maintain  a  Consolidated
Tangible Net Worth of not less than $750,000.

     (b)  Working  Capital.  Farah UK will,  at all  times,  maintain a ratio of
Current Assets to Current Liabilities of not less than l.0:l.0.

         7. Farah UK 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 this Supplement
or any of the other  Amended and Restated  Accounts  Financing  Agreements as to
future  loans and  advances by Lender to Borrowers  shall,  at Lender's  option,
terminate  forthwith,  upon the  occurrence  of any one or more of the following
("Farah UK Events of Default"):

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

                  (b) Farah UK shall fail to observe or perform any  covenant or
agreement  contained herein or in any of the other Amended and Restated Accounts
Financing  Agreements  other than as described in subsection  (a) above and such
failure shall continue for seven (7) business days,  provided,  that, such seven
(7)  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 seven (7)  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 Farah UK or its 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 Farah UK is false or  misleading  in any material
respect; or
                  (e) Farah UK 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  voluntary  arrangement,  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
winding up or dissolution or the appointment of any trustee, manager,  receiver,
custodian,  administrator or administrative  receiver or liquidator of it or all
or any part of its properties or assets; or

                  (f) a judgment (including, without limitation, any attachment,
sequestration  or distress) is rendered against Farah UK or any other guarantor,
endorser  or person  liable on the  Obligations  in  excess of  $250,000  or the
foreign currency  equivalent  thereof as determined by Lender in any one case or
in excess of $500,000 or the foreign currency  equivalent  thereof as determined
by Lender 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) Farah UK or any other guarantor, endorser or person liable
on the Obligations  shall commence any action or proceeding for relief under the
U.S.   Bankruptcy  Code  or  any   reorganization,   arrangement,   composition,
readjustment,   liquidation,  dissolution  or  similar  relief  under  the  U.S.
Bankruptcy Code or any other present or future statute,  law or regulation or an
application  or  petition  shall  be made by Farah  UK or any  other  guarantor,
endorser  or person  liable  on the  Obligations  or by any  third  person to an
English  Court for an  Administration  Order or any other order under the United
Kingdom  Insolvency  Act 1986 (as amended or  substituted  from time to time) in
respect of Farah UK or its assets or Farah UK or any other  guarantor,  endorser
and  person  liable  for the  Obligations  shall  take any  corporate  action to
authorize any of such actions or proceedings; or

                  (h) Farah UK or any other guarantor, endorser or person liable
on the Obligations  shall have commenced against it any action or proceeding for
relief  under  the  U.S.  Bankruptcy  Code or any  reorganization,  arrangement,
composition, readjustment,  liquidation, dissolution or similar relief under the
U.S.  Bankruptcy Code or any other present or future statute,  law or regulation
which is not dismissed within thirty (30) days of its commencement, or Farah UK,
any other  guarantor,  endorser or person shall file any answer admitting or not
contesting the allegations of a petition or application  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 Farah UK from the date hereof; or

     (j) there is any change in the  majority  control or ownership of Farah UK;
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 Farah UK shall not on Lender's demand furnish other
Farah UK  Collateral  or make  payment on account,  reasonable  satisfactory  to
Lender; or

                  (l) Farah UK or any other guarantor, endorser or person liable
on the  Obligations  shall  default  in the  payment of any  amounts  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,  debenture,  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 Amended
and Restated Accounts Financing Agreements.

         8. Alternate Farah UK Financing.  Farah UK may,  without Lender's prior
   consent,  but on prior written notice to Lender,  seek financing as a partial
   or complete  replacement of the financing  contemplated  in this  Supplement.
   Prior to closing  any such  financing,  Farah UK shall  advise  Lender of the
   terms thereof and the expected  termination  date of this  Supplement and the
   other Farah UK Agreements.  Lender agrees to execute and deliver to Borrower,
   at Borrower's expense  (including  related attorneys fees and expenses),  all
   releases and terminations of Lender's liens,  security  interests and charges
   it may have in the assets of Farah UK  (including,  without  limitation,  the
   Farah UK Agreements) that Borrower may reasonably request,  concurrently with
   the termination of this Supplement in accordance with this Section 8.

         9. Covenants Applicable to U.K. For the purposes of the application and
interpretation of the provisions of the Amended and Restated Accounts  Financing
Agreement,  this Supplement or the other Amended and Restated Accounts Financing
Agreements to the operations of Farah UK in England and to any of the Collateral
which may at any time or from time to time be located in England:

                  (a) all  payments  of  principal,  interest,  fees  and  other
amounts to be made  pursuant  to the  Amended and  Restated  Accounts  Financing
Agreement,  this Supplement or the other Amended and Restated Accounts Financing
Agreements in respect of all or any part of the  Obligations  shall be made free
and clear and  without  deduction  for any and all  present  and  future  taxes,
withholdings,  levies,  duties,  any charges of any Governmental  Agency and all
liabilities with respect thereto (except for any taxes, duties or levies charged
on the income of Lender  under the laws of the United  States of  America),  and
without  set-off,  withholding or deduction of any kind  whatsoever and, if with
regard to any  payment to be made by Farah UK to Lender  pursuant to the Amended
and Restated Accounts Financing  Agreement,  this Supplement,  the other Amended
and Restated Accounts Financing  Agreements or otherwise,  any deduction for any
and all such present and future taxes, withholding, levies, duties, charges of a
Governmental Agency or any liability with respect thereto is required to be made
by Farah UK,  Farah UK shall  pay such  additional  amounts  to Lender as may be
necessary in order that the net amount  received by Lender after such  deduction
shall equal such payment which would have been received by Lender in the absence
of such deduction; and

                  (b)  Farah  UK shall  make  all  payments  in  respect  of the
Obligations in U.S.  Dollars and any payment on account of the Obligations  made
in a currency other than U.S.  Dollars,  whether pursuant to a Judgment or order
of a Court or a Governmental  Agency or otherwise,  shall constitute a discharge
of the Obligations only to the extent of the U.S. Dollar Equivalent which Lender
is able to purchase and if the number of U.S. Dollars which Lender is so able to
purchase is less than the number of U.S. Dollars  originally due to it, Farah UK
shall  indemnify  and save Lender  harmless  from and against any loss or damage
arising as a result of such deficiency and this indemnity shall:

     (i) constitute an obligation separate and independent from the Obligations,

     (ii) give rise to a separate and independent cause of action,

     (iii) apply  irrespective of any indulgence  granted by Lender from time to
time,

     (iv) be secured by the assignments,  charges and security interests created
in respect of the  Collateral  by the Amended and  Restated  Accounts  Financing
Agreement,  this Supplement or the other Amended and Restated Accounts Financing
Agreements, and

     (v) shall continue in full force and effect notwithstanding any judgment or
order for a  liquidated  sum in respect of an amount due under the  Amended  and
Restated Accounts Financing  Agreement,  this Supplement or the other Amended or
Restated Accounts  Financing  Agreements or any judgment or order or any payment
made  under any  judgment  or order or the  termination  or  non-renewal  of the
Amended or Restated Accounts Financing Agreement,  this Supplement and the other
Amended and Restated Financing Agreements.

     10.  Conditions  Precedent.  The  effectiveness  of  the  other  terms  and
conditions  contained herein shall be subject to the satisfaction of each of the
following unless waived by Congress in writing:

     (a)  receipt  by Lender  of each of the  following,  in form and  substance
satisfactory to Lender and its counsel:

     (i) a confirmation of the absolute and  unconditional  guarantee of payment
of the  Obligations  of Borrowers to Lender and the general  security  agreement
granting  to Lender a first and only lien upon its assets,  or duly  authorized,
executed and delivered by Farah Clothing;

     (ii) certified  copies of directors'  resolutions  or unanimous  consent of
Farah  UK,  Farah  USA,  Value  Clothing  and  the  Guarantors   evidencing  the
authorization  and  approval  of  this  Supplement,   the  confirmation  of  the
guarantees  referred to above and as to Farah UK, the amendment and  restatement
borrowing arrangements to be provided by Lender to Farah UK hereunder;

     (iii) such  agreements  from  participants as may be required to effectuate
the terms and provisions of this Supplement; and

     (iv)  an  original  of  this  Supplement,  duly  authorized,  executed  and
delivered by Farah UK, Farah USA, Value Clothing and Guarantors;

                  (b) all  representations  and warranties  contained herein, in
the Amended and Restated Accounts  Financing  Agreement and in the other Amended
and  Restated  Accounts  Financing  Agreements  shall be true and correct in all
respects; and

                  (c) no Event of Default shall have occurred and no event shall
have occurred or condition be existing which,  with notice or passage of time or
both, would constitute an Event of Default.

         11. WAIVER OF JURY TRIAL. THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY
IN ANY ACTION OR PROCEEDING OF ANY KIND WITH RESPECT TO, IN CONNECTION  WITH, OR
ARISING OUT OF THIS AMENDED AND RESTATED ACCOUNTS FINANCING AGREEMENT, THE OTHER
AMENDED  AND  RESTATED  ACCOUNTS  FINANCING  AGREEMENTS,  THE  OBLIGATIONS,  THE
COLLATERAL OR ANY INSTRUMENT,  DOCUMENT OR GUARANTY DELIVERED PURSUANT HERETO OR
TO  ANY  OF  THE  FOREGOING,  OR  THE  VALIDITY,   PROTECTION,   INTERPRETATION,
ADMINISTRATION,  COLLECTION OR ENFORCEMENT  HEREOF OR THEREOF OR PURSUANT TO THE
OTHER AMENDED AND RESTATED ACCOUNTS FINANCING AGREEMENTS,  OR ANY OTHER CLAIM OR
DISPUTE  HOWSOEVER  ARISING  BETWEEN  FARAH UK,  FARAH USA,  VALUE  CLOTHING AND
GUARANTORS AND LENDER.

         12. WAIVER OF COUNTERCLAIMS;  JURISDICTION; SERVICE OF PROCESS. EACH OF
FARAH UK, FARAH USA, VALUE  CLOTHING AND GUARANTORS  HEREBY WAIVES ALL RIGHTS OF
SETOFF AND RIGHTS TO IMPOSE  COUNTERCLAIMS  IN THE EVENT OF ANY LITIGATION  WITH
RESPECT  TO ANY  MATTER  CONNECTED  WITH  THIS  AMENDED  AND  RESTATED  ACCOUNTS
FINANCING   AGREEMENT,   THE  OTHER  AMENDED  AND  RESTATED  ACCOUNTS  FINANCING
AGREEMENTS,  THE  OBLIGATIONS,  THE COLLATERAL,  OR ANY TRANSACTION  BETWEEN THE
PARTIES  HERETO,  AND  IRREVOCABLY  CONSENTS  AND  SUBMITS  TO THE  NONEXCLUSIVE
JURISDICTION  OF THE SUPREME COURT OF THE STATE OF NEW YORK IN NEW YORK CITY AND
THE UNITED STATES  DISTRICT COURT FOR THE SOUTHERN  DISTRICT OF NEW YORK AND THE
DISTRICT  COURT OF THE STATE OF TEXAS AND THE  UNITED  STATES  DISTRICT  FOR THE
NORTHERN  DISTRICT  OF TEXAS  AND THE  COURTS  OF ANY  STATE IN WHICH ANY OF THE
COLLATERAL  IS  LOCATED  AND OF ANY  FEDERAL  COURT  LOCATED  IN SUCH  STATES IN
CONNECTION  WITH ANY ACTION,  PROCEEDING  OR CLAIM  ARISING OUT OF OR RELATED TO
THIS AMENDED AND RESTATED ACCOUNTS  FINANCING  AGREEMENT,  THE OTHER AMENDED AND
RESTATED ACCOUNTS FINANCING AGREEMENTS,  THE OBLIGATIONS,  THE COLLATERAL OR ANY
DOCUMENT,  INSTRUMENT  OR GUARANTY  DELIVERED  PURSUANT  HERETO OR TO ANY OF THE
FOREGOING.  IN ANY SUCH LITIGATION,  EACH OF FARAH UK, FARAH USA, VALUE CLOTHING
AND  GUARANTORS  WAIVES  PERSONAL  SERVICE OF ANY  SUMMONS,  COMPLAINT  OR OTHER
PROCESS  AND  AGREES  THAT  THE  SERVICE  THEREOF  MAY BE MADE BY  CERTIFIED  OR
REGISTERED MAIL, RETURN RECEIPT  REQUESTED AND BY TELECOPIER,  DIRECTED TO IT AT
ITS CHIEF  EXECUTIVE  OFFICE  SET FORTH IN THE  AMENDED  AND  RESTATED  ACCOUNTS
FINANCING  AGREEMENT  OR THE  OTHER  AMENDED  AND  RESTATED  ACCOUNTS  FINANCING
AGREEMENTS,  OR  DESIGNATED  IN WRITING  PURSUANT TO THIS  AMENDED AND  RESTATED
ACCOUNTS FINANCING  AGREEMENT,  OR IN ANY OTHER MANNER PERMITTED BY THE RULES OF
SAID COURTS.  WITHIN THIRTY (30) DAYS AFTER SERVICE,  FARAH UK, FARAH USA, VALUE
CLOTHING  AND  GUARANTORS  NAMED IN SUCH  SUMMONS,  COMPLAINT  OR OTHER  PROCESS
FAILING WHICH FARAH UK, FARAH USA,  VALUE CLOTHING AND  GUARANTORS,  AS THE CASE
MAY BE, SHALL BE DEEMED IN DEFAULT AND JUDGMENT MAY BE ENTERED BY LENDER AGAINST
SUCH  BORROWERS  OR  GUARANTORS  FOR THE  AMOUNT OF THE  CLAIM AND OTHER  RELIEF
REQUESTED THEREIN.


<PAGE>



FARAH U.S.A., INC.


By:      /s/ Russell G. Gibson
Title:   Vice President

FARAH MANUFACTURING (U.K.)
LIMITED


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

VALUE CLOTHING COMPANY, INC.


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

ACKNOWLEDGED AND AGREED AS OF JUNE 1, 1997:

FARAH INCORPORATED
FARAH INTERNATIONAL, INC.
VALUE CLOTHING COMPANY, INC.
VALUE SLACKS, INC.
FARAH MANUFACTURING COMPANY, INC.
FARAH MANUFACTURING COMPANY
         OF NEW MEXICO, INC.
CORPORACION FARAH-COSTA RICA S.A.
FARAH CLOTHING COMPANY, a Delaware corporation


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

ACKNOWLEDGED AND AGREED:

CONGRESS FINANCIAL CORPORATION
(SOUTHWEST)


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


FTX, INC.

By:    Luis Segovia, Jr.
Title: President



<PAGE>