EXHIBIT 10.61

                              AMENDED AND RESTATED
                   INVENTORY AND EQUIPMENT SECURITY AGREEMENT
                   SUPPLEMENT TO ACCOUNTS FINANCING AGREEMENT
                              [SECURITY AGREEMENT]



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

Gentlemen:

         This Amended and Restated Inventory and Equipment  Security  Agreement,
dated  as of June 1,  1997  (as so  amended  and  restated,  and as the same may
hereafter  be  further  amended,  modified,  supplemented,   extended,  renewed,
restated,  confirmed or replaced,  this  "Supplement"),  amends and restates the
terms of the Inventory and Equipment Security  Agreement,  dated August 2, 1990,
between  Farah U.S.A.  and you and is a  supplement  to the Amended and Restated
Accounts Financing Agreement [Security Agreement] among you, Farah U.S.A., Inc.,
Value Clothing Company, Inc. and Farah Manufacturing (U.K.) Limited of even date
herewith (the "Agreement").  This Supplement is (a) hereby incorporated into the
Agreement,  (b) made a part  thereof and (c)  subject to the terms,  conditions,
covenants and warranties thereof.  All terms (including  capitalized terms) used
herein shall have the meanings  ascribed to them  respectively in the Agreement,
unless otherwise defined in this Supplement.

Section 1.  ADDITIONAL SECURITY INTEREST.

         As  additional  security  for the prompt  performance,  observance  and
payment in full of all Obligations, we hereby grant to you a continuing security
interest in, a lien upon, and a right of setoff  against,  and we hereby assign,
transfer, pledge and set over to you the following (which is and shall be deemed
part of the Collateral as defined and used in the Agreement):

         1.1. 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  us   ("Inventory"),   including  without
limitation, all wrapping,  packaging,  advertising,  shipping materials, and all
other goods  consumed in our business,  all labels and other  devices,  names or
marks affixed or to be affixed thereto for purposes of selling or of identifying
the same or the seller or manufacturer  thereof and all of our right,  title and
interest therein and thereto;

         1.2.  All  equipment,   machinery,  computers  and  computer  hardware,
vehicles,  tools,  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 us ("Equipment");

         1.3.     All books, records,  documents,  other  property  and  general
intangibles at any time relating to the Inventory and the Equipment; and

         1.4.  All  products  and  proceeds  of  the  foregoing,  in  any  form,
including,  without litigation,  insurance proceeds and any claims against third
parties for loss or damage to or destruction of any or all of the foregoing.

Section 2.  ADDITIONAL REPRESENTATIONS, WARRANTIES AND COVENANTS.

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

         2.1. We are and shall be, with respect to the  Equipment,  the owner of
such Equipment free from any lien,  security interest,  claim and encumbrance of
any kind, except in your favor, as and to the extent permitted in Section 2.6 of
the Covenant  Supplement,  and as set forth on Exhibit A if any,  annexed hereto
and made a part hereof..

         2.2. The only locations of any Collateral are those addresses listed on
Exhibit B annexed hereto and made a part hereof. Schedule B sets forth the owner
and/or  operator of the premises at such addresses for all locations which we do
not own and operate and all mortgages,  if any, with respect to the premises. We
shall not remove any Collateral from such locations,  without your prior written
consent,  except for sales of Inventory  in the ordinary  course of our business
and equipment with an appraised liquidation value of up to $15,000 as to any one
item and $75,000 in the aggregate for all items,  which may be removed from such
locations in the ordinary course of our business.

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

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

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

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

         2.7. We shall,  at our own expense,  keep the  Equipment in good order,
repair,  running and marketable  condition,  ordinary wear and tear excepted and
except for Equipment  which is not used or useful in our business as of the date
hereof.

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

         2.9.  All  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.

         2.10.    The Inventory  and  the Equipment are and shall be used in our
business and not for personal, family, household or farming use.

         2.11.  The Equipment is now and shall remain  personal  property and we
shall not permit any of the  Equipment  to be or becomes a part of or affixed to
real property  without (a) prior written notice to you and your written  consent
and (b) first making all arrangements, and delivering or causing to be delivered
to  you,  such  agreements  and  other  documentation  requested  by you for the
protection and  preservation  of your security  interests and liens, in form and
satisfactory to you, including,  without  limitation,  waivers and subordination
agreements by any landlords or mortgages of statutory  and  non-statutory  liens
and rights of distraint.

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

Section 3.  ADDITIONAL REMEDIES.

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

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

         3.2.     To complete processing, manufacturing and repair of all or any
portion of the Inventory;

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

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

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


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

                               FARAH U.S.A., INC.


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

ACKNOWLEDGED AND AGREED:

CONGRESS FINANCIAL CORPORATION (SOUTHWEST)



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


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