EXHIBIT 10.68
                          SECURED TERM PROMISSORY NOTE

 $10,000,000.00
                           Dallas, Texas June 1, 1997

         FOR  VALUE   RECEIVED,   FARAH  U.S.A.,   INC.,  a  Texas   corporation
(collectively, "Debtor"), hereby unconditionally promises to pay to the order of
CONGRESS FINANCIAL CORPORATION  (SOUTHWEST),  a Texas corporation ("Payee"),  at
the offices of Payee at 1201 Main Street,  Suite 1625, Dallas, Texas 75250 or at
such other place as Payee or any holder hereof may from time to time  designate,
the principal sum of TEN MILLION AND NO/100 DOLLARS  ($10,000,000.00)  in lawful
money of the United States of America and in  immediately  available  funds,  in
forty-eighty (48) consecutive monthly principal installments on the first day of
each month (or earlier as hereinafter  provided)  commencing  August 1, 1997, of
which the first  forty-seven  installments  shall  each be in the  amount of TWO
HUNDRED AND EIGHT  THOUSAND  THREE HUNDRED AND  THIRTY-THREE  AND 33/100 DOLLARS
($208,333.33),  and the final  installment  in the amount of the  entire  unpaid
balance of this Note.  This Note shall be subject to mandatory  payment upon the
earlier of (i) the occurrence or any Event of Default on Payee's demand, or (ii)
any termination of the Financing  Agreements  pursuant to the Accounts Financing
Agreement.  Early payments will not, unless agreed in writing, relieve Debtor of
Debtor's  obligation  to make a final  principal  payment as provided  herein or
constitute  payment in full until the entire  principal  balance and all accrued
interest  hereon have been paid in full. This Note may be prepaid in whole or in
part subject to Section 9.2 of the Accounts Financing Agreement.

         Debtor hereby further promises to pay interest to the order of Payee on
the unpaid principal balance hereof at the Applicable Annual Rate as provided in
Section 3 of the Accounts  Financing  Agreement.  With respect to loans based on
the Prime Rate or on the Libor Rate, such interest shall be paid in U.S. Dollars
at said office or place from the date hereof, commencing July 1, 1997 and on the
first day of each month thereafter until the indebtedness evidenced by this Note
is paid in full.  Interest  payable  upon and  after  an  Event  of  Default  or
termination or non-renewal of the Accounts Financing  Agreement shall be payable
upon demand For purposes  hereof,  (a) the term  "Applicable  Annual Rate" shall
mean,  as to Prime Rate  loans,  a rate of one half of one  percent  (0.50%) per
annum in excess of the Prime Rate, and as to Libor Rate loans, a rate of two and
three-quarters  percent  (2.75%)  per  annum  in  excess  of the  Libor  Rate as
described  in the  Accounts  Financing  Agreement;  provided,  that,  at Payee's
option,  Debtor shall pay interest on the unpaid principal balance hereof at the
rate of two  percent  (2.0%) per annum in excess of the  Applicable  Annual Rate
upon and after an Event of Default or termination or non-renewal of the Accounts
Financing Agreement;  (b) the term "Prime Rate" shall mean the rate from time to
time  publicly  announced  by  Philadelphia   National  Bank,   incorporated  as
CoreStates   Bank,   N.A.,  its  successors  and  assigns,   at  its  office  in
Philadelphia,  Pennsylvania,  as its prime rate,  whether or not such  announced
rate is the best rate  available at such bank;,  (c) the term "Event of Default"
shall mean an Event of Default as such term is defined in the Accounts Financing
Agreement;  and (d) the  term  "Accounts  Financing  Agreement"  shall  mean the
Amended and Restated Accounts Financing [Security  Agreement],  dated as June 1,
1997, among Debtor, Value Clothing Company,  Inc. and Farah Manufacturing (U.K.)
Limited,  and  Payee,  as the same  now  exists  or may  hereafter  be  amended,
modified,   supplemented,   extended,  renewed,  restated  or  replaced.  Unless
otherwise  defined  herein,  all  capitalized  terms used herein  shall have the
meaning assigned thereto in the Accounts Financing Agreement.

         With  respect  to any  portion  of this Note  based on the Libor  Rate,
Debtor shall provide Payee with Libor  Borrowing  Notices in accordance with the
provision  set forth in Section 3.1 of the  Accounts  Financing  Agreement,  and
otherwise  follow  such  customary  procedures  of Payee for Libor Rate loans as
Payee shall reasonably request.

         The  Applicable  Annual  Rate  applicable  to Prime Rate loans  payable
hereunder  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  shall be
calculated  on the basis of a three hundred sixty (360) day year and actual days
elapsed. No agreements, conditions, provisions or stipulations contained in this
Note or any other instrument,  document or agreement between Debtor and Payee or
default of  Debtor,  or the  exercise  by Payee of the right to  accelerate  the
payment of the maturity of  principal  and  interest,  or to exercise any option
whatsoever  contained  in this Note or any  other  financing  agreement,  or the
arising of any  contingency  whatsoever,  shall  entitle  Payee to contract for,
charge,  or  receive,  in any event,  interest  exceeding  the  maximum  rate of
interest  permitted  by  applicable  state or federal law in effect from time to
time (the "Maximum  Legal  Rate").  In no event shall Debtor 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  Debtor to pay a rate of  interest  exceeding  the
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  Legal
Rate. In the event any interest is contracted for, charged or received in excess
of the Maximum Legal Rate (`"Excess"),  Debtor  acknowledges and stipulates that
any such  contract,  charge,  or receipt  shall be the result of an accident and
bona fide error, and that any Excess received by Payee shall be applied,  first,
to reduce the obligations owing to Payee, and then, returned to Debtor, it being
the intention of the parties  hereto not to enter at any time into a usurious or
otherwise illegal relationship. Debtor recognizes that, with fluctuations in the
Prime Rate,  the Libor Rate and the  Maximum  Legal  Rate,  such a result  could
inadvertently  occur.  For the purpose of determining  whether or not any Excess
has been contracted for,  charged or received by Payee, all interest at any time
contracted for,  charged or received by Payee in connection with this Note shall
be  amortized,  prorated,  allocated and spread in equal parts during the entire
term of this Note.

         This  Note is  issued  pursuant  to the  terms  and  provisions  of the
Accounts Financing  Agreement to evidence the term loan by Payee to Debtor. This
Note is secured by the Collateral  described in the Accounts Financing Agreement
and all  notes,  guarantees,  security  agreements,  deeds of trust,  mortgages,
Supplements and other agreements, documents and instruments,  including, without
limitation,  the Financing  Agreements,  now or at any time  hereafter  executed
and/or  delivered by Debtor or any other party in connection  therewith  (all of
the foregoing,  together with the Accounts Financing Agreement,  as the same now
exist or may hereafter be amended,  modified,  supplemented,  renewed, extended,
restated or replaced,  being  collectively  referred to herein as the "Financing
Agreements"),  and is entitled to all of the benefits and rights  thereof and of
the other Financing Agreements. At the time any payment is due hereunder, at its
option,  Payee may charge the amount thereof to any account of Debtor maintained
by Payee.

         If any payment of principal or interest is not made when due hereunder,
or if any other Event of Default shall occur for any reason, or if any Financing
Agreement  (other  than the  Farah UK  Supplement)  shall be  terminated  or not
renewed for any reason  whatsoever,  then and in any such event,  in addition to
all  rights  and  remedies  of  Payee  under  the  Financing  Agreements,  under
applicable law or otherwise, all such rights and remedies being cumulative,  not
exclusive and enforceable  alternatively,  successively and concurrently,  Payee
may, at its option, declare any or all of Debtor's obligations,  liabilities and
indebtedness owing to Payee under the Accounts Financing Agreement and the other
Financing  Agreements  (together with all other "Obligations" under the Accounts
Financing  Agreement,  collectively,  the  "Obligations"),   including,  without
limitation,  all amounts owing under this Note, to be due and payable, whereupon
the then unpaid  balance  hereof,  together with all interest  accrued  thereon,
shall  forthwith  become  due  and  payable,  together  with  interest  accruing
thereafter at the then applicable  Applicable Annual Rate stated above until the
indebtedness evidenced by this Note is paid in full, plus the costs and expenses
of collection hereof,  including,  but not limited to, attorneys' fees and legal
expenses.

         Debtor  shall make all  payments to Payee on the  Obligations  free and
clear of, and without deduction or withholding for or on account of, any setoff,
counterclaim,   defense,  duties,  taxes,  levies,  imposts,  fees,  deductions,
withholding,  restrictions  or  conditions  of any kind. If after receipt of any
payment  of, or  proceeds  of  Collateral  applied to the payment of, any of the
Obligations,  Payee is required to  surrender or return such payment or proceeds
to any Person for any reason,  then the Obligations  intended to be satisfied by
such payment or proceeds  shall be  reinstated  and continue and this Note shall
continue in full force and effect as if such  payment or  proceeds  had not been
received by Payee.

         Debtor (i) waives diligence, demand, presentment, protest and notice of
any kind,  including,  without  limitation,  notice of intent to accelerate  and
notice of  acceleration,  (ii) agrees that it will not be necessary for Payee to
first institute suit in order to enforce payment of this Note and (iii) consents
to any one or more  extensions  or  postponements  of time of payment,  release,
surrender or  substitution  of  collateral  security,  or  forbearance  or other
indulgence,   without  notice  or  consent.  The  pleading  of  any  statute  of
limitations as a defense to any demand against Debtor is expressly hereby waived
by Debtor.  Upon any Event of  Default  or  termination  or  non-renewal  of any
Financing  Agreement (other than the Farah UK Supplement),  Payee shall have the
right,  but not the  obligation,  to setoff  against this Note all money owed by
Payee to Debtor.

         Payee shall not be required to resort to any  Collateral  for  payment,
but may proceed  against Debtor and any  guarantors or endorsers  hereof in such
order and  manner  as Payee may  choose.  None of the  rights of Payee  shall be
waived or diminished by any failure or delay in the exercise thereof.

         THE VALIDITY, INTERPRETATION AND ENFORCEMENT OF THIS NOTE AND THE OTHER
FINANCING   AGREEMENTS  AND  ANY  DISPUTE  ARISING  IN  CONNECTION  HEREWITH  OR
THEREWITH,  WHETHER IN CONTRACT, TORT, EQUITY OR OTHERWISE, SHALL BE GOVERNED BY
THE INTERNAL LAWS OF THE STATE OF TEXAS (WITHOUT  GIVING EFFECT TO PRINCIPLES OF
CONFLICTS OF LAW).

         DEBTOR   IRREVOCABLY   CONSENTS   AND  SUBMITS  TO  THE   NON-EXCLUSIVE
JURISDICTION  OF THE  DISTRICT  COURT OF DALLAS  COUNTY,  TEXAS  OR, AT  PAYEE'S
OPTION,  THE UNITED STATES  DISTRICT  COURT FOR THE NORTHERN  DISTRICT OF TEXAS,
DALLAS  DIVISION AND WAIVES ANY OBJECTION ON VENUE OR FORUM NON CONVENIENS  WITH
RESPECT TO ANY ACTION  INSTITUTED  THEREIN ARISING UNDER THIS NOTE OR ANY OF THE
OTHER FINANCING AGREEMENTS OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL
TO THE  DEALINGS OF DEBTOR AND PAYEE IN RESPECT OF THIS NOTE OR ANY OF THE OTHER
FINANCING AGREEMENTS OR THE TRANSACTIONS RELATED HERETO OR THERETO, IN EACH CASE
WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY
OR OTHERWISE,  AND AGREES THAT ANY DISPUTE WITH RESPECT TO SUCH MATTERS SHALL BE
HEARD ONLY IN THE COURTS DESCRIBED ABOVE (EXCEPT THAT PAYEE SHALL HAVE THE RIGHT
TO BRING ANY ACTION OR PROCEEDING  AGAINST  DEBTOR OR ITS PROPERTY IN THE COURTS
OF ANY OTHER JURISDICTION WHICH PAYEE DEEMS NECESSARY OR APPROPRIATE IN ORDER TO
REALIZE ON THE  COLLATERAL OR TO OTHERWISE  ENFORCE ITS RIGHTS AGAINST DEBTOR OR
ITS PROPERTY).

         DEBTOR  HEREBY WAIVES  PERSONAL  SERVICE OF ANY AND ALL PROCESS UPON IT
AND  CONSENTS  THAT ALL SUCH  SERVICE OF PROCESS MAY BE MADE BY  CERTIFIED  MAIL
(RETURN RECEIPT REQUESTED) DIRECTED TO IT AND SERVICE SO MADE SHALL BE DEEMED TO
BE  COMPLETED  FIVE (5) DAYS AFTER THE SAME SHALL HAVE BEEN SO  DEPOSITED IN THE
U.S. MAILS,  OR, AT PAYEE'S  OPTION,  BY SERVICE UPON DEBTOR IN ANY OTHER MANNER
PROVIDED UNDER THE RULES OF ANY SUCH COURTS.  WITHIN THIRTY (30) DAYS AFTER SUCH
SERVICE,  DEBTOR SHALL APPEAR IN ANSWER TO SUCH  PROCESS,  FAILING  WHICH DEBTOR
SHALL BE DEEMED IN DEFAULT AND JUDGMENT MAY BE ENTERED BY PAYEE  AGAINST  DEBTOR
FOR THE AMOUNT OF THE CLAIM AND OTHER RELIEF REQUESTED.

         DEBTOR HEREBY  WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM,  DEMAND,
ACTION OR CAUSE OF ACTION ARISING UNDER THIS NOTE OR ANY OF THE OTHER  FINANCING
AGREEMENTS OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS
BETWEEN  DEBTOR AND PAYEE IN RESPECT OF THIS NOTE OR ANY OF THE OTHER  FINANCING
AGREEMENTS OR THE  TRANSACTIONS  RELATED  HERETO OR THERETO IN EACH CASE WHETHER
NOW EXISTING OR HEREAFTER  ARISING,  AND WHETHER IN  CONTRACT,  TORT,  EQUITY OR
OTHERWISE.  DEBTOR  AGREES AND CONSENTS THAT ANY SUCH CLAIM,  DEMAND,  ACTION OR
CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY.

         The  execution  and  delivery of this Note has been  authorized  by the
Board of  Directors  of  Debtor  and by any  necessary  vote or  consent  of the
stockholders of Debtor.  Debtor hereby authorizes Payee to complete this Note in
any particulars according to the terms of the loan evidenced hereby.

         This Note shall be binding  upon the  successors  and assigns of Debtor
and inure to the benefit of Payee and its  successors,  endorsees  and  assigns.
Whenever  used  herein,  the  term  "Debtor"  shall be  deemed  to  include  its
successors  and  assigns  and the term  "Payee"  shall be deemed to include  its
successors,  endorsees and assigns.  If any term or provision of this Note shall
be held invalid,  illegal or unenforceable,  the validity of all other terms and
provisions hereof shall in no way be affected thereby.

                                     FARAH U.S.A., INC.,
                                     a Texas corporation


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



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