EXHIBIT 10.64


                 AMENDED AND RESTATED GENERAL SECURITY AGREEMENT
                            FARAH INTERNATIONAL, INC.

         AMENDED AND RESTATED  GENERAL  SECURITY  AGREEMENT dated as of this 1st
day  of  June,  1997,  by  FARAH   INTERNATIONAL,   INC.,  a  Texas  corporation
("Guarantor") 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. ("Farah USA"), 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,   Guarantor   originally   entered  into  a  General  Security
Agreement, dated as of August 2, 1990, which Lender and Guarantor desires hereby
to amend and restate as of the date hereof pursuant to this Agreement; and

         WHEREAS,  Guarantor  has executed and  delivered or is about to execute
and  deliver to Lender a  guarantee  in favor of  Lender,  dated as of August 2,
1990,  which  Guarantor is confirming  as of the date hereof,  pursuant to which
Guarantor  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,  Guarantor 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, Guarantor hereby 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. Unless otherwise defined herein, capitalized terms used herein shall
have the meanings given to them in the Amended and Restated  Accounts  Financing
Agreement [Security  Agreement],  dated as of June 1, 1997, among Lender,  Farah
USA, Farah Clothing and Farah UK or in any Supplement (as defined therein).

     (b) All  references to the term  "Guarantor"  wherever used herein shall be
deemed  to mean  the  signatory  hereto  and its  successors  and  assigns.  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  Guarantor,   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 Guarantor,  whether for  safekeeping,
pledge, custody,  transmission,  collection or otherwise, and all of Guarantor's
deposits  (general or  special),  balances,  sums and credits with Lender or any
participant  at any time  existing;  (C) all of  Guarantor's  right,  title  and
interest,  and all of Guarantor's 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 Guarantor's 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 Guarantor,  including, without limitation, all
wrapping,  packaging,  advertising,  shipping  materials  and  all  other  goods
consumed in Guarantor's business,  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  Guarantor's  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 Guarantor;

     (iv) all right,  title and interest of Guarantor,  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)  "Foreign  Subsidiaries"  shall  mean,  collectively,  Farah UK,  Farah
Offshore Sourcing Company,  Farah (Australia) Pty. Limited,  Farah Manufacturing
Company (Ireland) Limited, Farah Limited (Ireland),  Farah (New Zealand) Limited
and their respective successors and assigns.

     (h) "Guarantee" shall mean the Guarantee and Waiver,  dated as of August 2,
1990,  herewith,  as confirmed  as of the date hereof,  by Guarantor 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).

     (i)  "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.

     (j)  "Obligations"  shall  mean  all now  existing  and  hereafter  arising
obligations,  liabilities  and  indebtedness  of Guarantor 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  Guarantor 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 Guarantor to others),  whether arising under this Agreement,  the
Guarantee,  other Financing  Agreements,  by operation of law or otherwise,  and
whether  incurred by  Guarantor 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.

     (k) "Person" or "person" shall mean an individual,  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.

     (l) "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,  Guarantor 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  Guarantor  hereby
grants to Lender a right of setoff against any  Collateral  consisting of money,
securities and other property of Guarantor 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) Guarantor hereby  constitutes  Lender and its agent and any designee of
Lender as Guarantor's  attorney-in-fact  and authorizes  Lender or such agent or
designee,  at Guarantor's 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 Guarantor,  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 Guarantor 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 Guarantor,  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
Guarantor,  all steps, actions,  suits or proceedings deemed by Lender necessary
or desirable to effect  collection  of the  Collateral,  (vi) enter  Guarantor's
premises  for the  purpose  of  inspecting,  verifying,  auditing,  maintaining,
preserving,  protecting and removing the Collateral, and execute in the name and
on behalf of Guarantor one or more Uniform Commercial Code financing  statements
or amendments  with respect to the  Collateral,  naming  Guarantor as debtor and
Lender as secured party and indicating and describing  therein the types and the
items of Collateral.  Guarantor 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

     (a)  Guarantor  hereby  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:

     (b)  Guarantor  will not  directly or  indirectly  sell,  lease,  transfer,
abandon or otherwise  dispose of all or any substantial  portion of its property
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  that a
wholly-owned  subsidiary of Guarantor (other than Farah UK) may, on at least ten
(10) days prior  written  notice to Lender,  merge  with and into  Guarantor  or
another wholly-owned  subsidiary of Guarantor so long as Guarantor,  Farah UK or
another  wholly-owned  subsidiary  is a Borrower or has executed an absolute and
unconditional  guarantee and other  agreements  reasonably  requested by, and in
favor of, Lender and in form and  substance  satisfactory  to Lender.  Guarantor
will 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. Guarantor will give Lender thirty (30) days prior written notice of
any proposed  change in its corporate  name which notice shall set forth the new
name.

     (c) Guarantor's books and records and chief executive office are maintained
at the  address  referred  to below.  Guarantor  will not change  such  location
without  Lender's  prior  written  consent and prior to making any such  change,
Guarantor  agrees  to  execute  any  additional  financing  statements  or other
documents  or  notices  which  Lender may  require.  The only  locations  of any
Collateral  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  Guarantor  does not own and operate and all
mortgages,  if any, with respect to the premises.  Guarantor will not remove any
Collateral from such locations,  without Lender's prior written consent,  except
for sales of Inventory in the ordinary course of Guarantor's business.

     (d) Guarantor  will maintain its books,  records and accounts in accordance
with generally accepted accounting principles  consistently  applied.  Guarantor
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, statements of cash flows projections,  forecasts,  schedules, agings and
reports.  Guarantor hereby  irrevocably  authorizes and directs all accountants,
auditors or other third parties to deliver to Lender,  at  Guarantor'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.  Guarantor will furnish Lender with audited financial  statements on
an annual basis certified by independent  public accounts  selected by Guarantor
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  Guarantor 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.

     (e)  Guarantor  will  duly  pay  and  discharge  all  taxes,   assessments,
contributions  and  governmental  charges  upon  or  against  Guarantor  or  its
properties  or  assets  prior  to the date on which  penalties  attach  thereto.
Guarantor  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  Guarantor
agrees to indemnify and hold Lender harmless with respect thereto,  and to repay
to Lender on demand the amount thereof,  and until paid by Guarantor such amount
shall be added to and deemed part of the Obligations.

     (f) Except as otherwise disclosed to Lender in writing, there is no present
investigation by any governmental agency pending or threatened against Guarantor
and there is no action, suit,  proceeding or claim pending or threatened against
Guarantor 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 Guarantor would result in any material adverse change
in Guarantor's business,  properties,  assets, goodwill, or condition, financial
or otherwise.

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

     (h) Guarantor does not have any  Subsidiaries  as of the date hereof except
as set forth on Exhibit B hereto.  Guarantor  is a  wholly-owned  Subsidiary  of
Farah Incorporated, a Texas corporation.  Guarantor will not form or acquire any
Subsidiaries without the prior written consent of Lender. In the event Lender so
consents, promptly upon such formation or acquisition:

     (i) as to any Subsidiary incorporated or otherwise formed under the laws of
any jurisdiction in the United States of America, Guarantor shall cause any such
Subsidiary to execute and deliver to Lender, in form and substance  satisfactory
to Lender and its  counsel:  (A) an  absolute  and  unconditional  guarantee  of
payment of any and all present and future obligations of Borrower to Lender, (B)
a general security agreement granting to Lender a first and only lien (except as
otherwise  consented to by Lender)  upon all of such  Subsidiary's  assets,  (C)
related  Uniform  Commercial  Code  Financing  Statements,  and (D)  such  other
agreements,  documents and instruments as Lender may require, including, but not
limited to,  supplements  and  amendments  hereto and other loan  agreements  or
instruments evidencing indebtedness of such new Subsidiary to Lender; and

     (ii) as to any Subsidiary  incorporated or otherwise  formed under the laws
of any jurisdiction outside the United States of America, Guarantor will execute
and  deliver,  or cause to be executed  and  delivered,  to Lender,  in form and
substance  satisfactory  to Lender and its  counsel:  (A) a pledge and  security
agreement granting to Lender a first and only pledge of and security interest in
sixty-six (66%) percent of all of the issued and  outstanding  shares of capital
stock of such  Subsidiary,  (B) all original  certificates and other evidence of
such shares of capital stock,  together with stock powers duly executed in blank
with respect thereto,  and (C) such other agreements,  documents and instruments
as Lender may require, including, but not limited to, supplements and amendments
hereto.

     (i)  Guarantor  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,  other than unsecured current liabilities, of any of the
Foreign  Subsidiaries  to persons  other than Lender  incurred  in the  ordinary
course of its business;

     (v) 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) Guarantor  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) Guarantor will not, directly or indirectly, (1) make
any  prepayments  or  other  nonmandatory   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)  Guarantor  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  evidencing  loans by Farah  (Australia)  Pty.
Limited to Farah  (New  Zealand)  Limited  not to exceed  $1,010,000  (Australia
Dollars);

     (vii) unsecured Indebtedness  evidencing advances made by Farah (Australia)
Pty.  Limited to Farah  (New  Zealand)  Limited  in  respect  of trade  payables
incurred in the ordinary  course of business  not to exceed in the  aggregate at
any one time $500,000 (Australia Dollars);

     (viii)  Indebtedness  to third  party  lenders  of Farah  (Australia)  Pty.
Limited and/or Farah (New Zealand) Limited incurred after the date hereof;

     (ix) 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;

     (x)  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;

     (xi) 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

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

     (j) Guarantor  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 Guarantor's or its  subsidiary's  respective  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 Guarantor or its subsidiaries 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;

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

     (v) liens,  security  interests and charges  against the assets of Farah UK
securing the Indebtedness described in Section 3(i)(xii) above; and

     (vi) liens,  security  interests  and  charges  against the assets of Farah
(Australia) Pty.  Limited and Farah (New Zealand) Limited securing  Indebtedness
described in Section 3(i)(viii) above.

                  (k)______Guarantor   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 Guarantor and its  subsidiaries  in the stock of any
Subsidiary  existing as of the date hereof or  hereafter  approved in writing by
Lender;

     (iv)  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 Loans to Lender in form and  substance
satisfactory to Lender;

     (v) the guarantee by Guarantor of the obligations of Farah (Australia) Pty.
Limited to Australia and New Zealand Banking Group Limited;

     (vi)  guarantee  by  Guarantor  in favor of third  party  lenders  of Farah
(Australia)  Pty.  Limited and Farah (New Zealand)  Limited of the  Indebtedness
described in Section 3(i)(viii) above;

     (vii) 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.;

     (viii)  investment by Farah Offshore Sourcing Company in 50% of the capital
of Global Sourcing Services, Inc.;

     (ix) investment by Farah Offshore Sourcing Company in 50% of the capital of
JBRM Manufacturing Services, Inc.;

     (x) unsecured loans by Farah (Australia) Pty. Limited (New Zealand) Limited
not to exceed $1,010,000 (Australia Dollars); and

     (xi) unsecured  advances by Farah  (Australia)  Pty.  Limited to Farah (New
Zealand) Limited in respect of trade payables incurred in the ordinary course of
business  not to  exceed  in the  aggregate  any one time  $500,000  (Australian
Dollars).

     (l) Guarantor 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
Guarantor,  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) Guarantor will permit  representatives of Lender at any time to inspect
its 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  Guarantor's  books
and records,  at the expense of Guarantor,  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).

     (n)  Guarantor  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  Guarantor  is 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  Guarantor  in  obtaining,   adjusting,   settling,  amending  and
cancelling  such insurance.  Guarantor 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
Guarantor as their interests may appear and further specifying that Lender shall
be paid regardless of any act, omission or breach of warranty by Guarantor, (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.  Guarantor 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  Guarantor's  business,  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.

     (o) 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,  Guarantor will, at its 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.

     (p) Guarantor will, at its 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 Guarantor's business as of the date hereof.

     (q) Guarantor 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.

     (r) 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 Guarantor  agrees 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.

     (s) 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  Guarantor's
business and not for personal,  family, household or farming use. The Collateral
consisting of equipment is now and will remain  personal  property and Guarantor
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.   Guarantor   assumes   all
responsibility  and liability arising from or relating to the use, sale or other
disposition of its inventory and equipment as between Guarantor and Lender.

     (t) Guarantor will, at its 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,
landlord's  or  mortgagee's  waivers of liens 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,  Guarantor  hereby  authorizes  Lender to
execute and file one or more Uniform Commercial Code financing statements signed
only by Lender.

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

     (b)  Guarantor  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  Guarantor  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 Guarantor is false or  misleading in any material
respect; or

     (e)  Guarantor  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  Guarantor  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)  Guarantor  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)  Guarantor  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 Guarantor,  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 Guarantor from the date hereof; or

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

     (l)  Guarantor  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 Guarantor 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 Guarantor, take possession of
the Collateral;

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

     (iv) require Guarantor,  at its 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 Guarantor's name; 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,  Guarantor  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)  Guarantor  agrees that the giving of five (5) days notice by Lender to
Guarantor's  address  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 Guarantor 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 Guarantor 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  Guarantor  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 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) Guarantor 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
Guarantor 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 Guarantor 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,
Guarantor 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) Guarantor 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  Guarantor
and Lender or Borrower  and  Lender.  In no event will Lender be liable for lost
profits or other special or consequential damages.

     (c)  Guarantor  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) Guarantor  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.  Guarantor
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 Guarantor 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 Guarantor at its
chief  executive  office 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  Guarantor  at all  times.  Guarantor
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
Guarantor  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 Guarantor and Lender and
their respective  successors and assigns and shall be binding upon Guarantor and
its successors and assigns.


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     (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,  Guarantor  has caused  these  presents to be duly
executed and delivered on the day and year first above written.

FARAH INTERNATIONAL, INC.



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


Chief Executive Office of Signatory
4171 North Mesa
Building D
Suite 500
El Paso, Texas 79902-1433


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