EXHIBIT 10.57


                                 LEASE AGREEMENT

                            The Commons, Building "D"
                                 El Paso, Texas

                               FARAH U.S.A., INC.

         THIS LEASE AGREEMENT ("Lease") is entered as of the 4th day of October,
1996 between Orso Partners,  Ltd. A Texas Limited  Partnership  ("Landlord") and
Farah U.S.A., Inc., a Texas corporation ("Tenant").


     ARTICLE 1. PREMISES,  TERM, AND USE

1.01 LEASED PREMISES.

         A. Upon the terms,  provisions and conditions  hereof,  Landlord hereby
leases to Tenant and Tenant hereby  leases from Landlord the premises  reflected
on the floor plans set forth in Exhibit "A" hereto in the Building  known as the
Commons  Building D (the  "Building",  which term shall also include the related
parking areas, landscaping, and other similar improvements), located on the land
described in Exhibit "B" hereto. Such premises, together with any other space in
the Building  leased by Tenant  pursuant  hereto,  are herein called the "Leased
Premises".

         B. The Net Rentable Area (defined below) of the initial Leased Premises
is  approximately  42,459  square  feet,  and the  Rentable  Area for the entire
Building is approximately 52,949 square feet.

         C. The term "Net Rentable  Area" shall mean (i) in the case of a single
tenancy floor, the area within the inside surface of the outer glass or finished
column walls of the Building to the inside  surface of the opposite  outer wall,
excluding only the areas within the Building used for elevator  mechanical rooms
or shafts,  stairs, fire towers,  flues, vents, stacks, pipe shafts and vertical
ducts,  but  including  any such areas which are for the specific use of Tenant,
and (ii) in the  case of a  multi-tenancy  floor,  the area  within  the  inside
surface  of the outer  glass or  finished  column  walls  enclosing  the  Leased
Premises to the midpoint of the demising walls  separating  the Leased  Premises
from other areas, but including an allocable portion of the corridors,  elevator
foyers,  restrooms,  mechanical rooms, janitor closets, vending areas, and other
similar facilities for the use of all Building tenants on the particular floor.

         1.02  TERM.   Subject to the terms,  provisions  and conditions hereof,
this Lease  shall  continue  in  force  for  a term  ("Term") of Ten (10) years,
beginning on the 1st day of March, 1997, and ending on the 28th day of February,
2007.

         A.  Delays  by  Landlord.  If the  Leased  Premises  are not  ready for
occupancy  by such  commencement  date  because of the  failure of  Landlord  to
perform  Landlord's  obligations under this Lease,  Landlord shall not be liable
for any claims,  damages,  or liabilities  in connection  therewith or by reason
thereof,  and the Term shall commence on the date the Leased  Premises are ready
for occupancy by Tenant;  provided that if the Leased Premises are not ready for
occupancy  by July 1,  1997  because  of the  failure  of  Landlord  to  perform
Landlord's  obligations  under this  Lease,  then  Tenant may as  Tenant's  sole
remedy,  terminate this Lease,  and receive,  in addition,  reimbursement of any
sums spent by Tenant for Tenant Improvements under Exhibit "C" hereto (excluding
Landlord's  Contribution).  Should the Term  commence  on a date other than that
specified above,  Landlord and Tenant will, at the request of either,  execute a
declaration specifying the actual commencement date. In such event, rental under
this Lease shall not commence until the actual commencement date, and the stated
Term shall thereupon commence and the expiration date shall be extended so as to
give effect to the full Term stated above.

     B. Delays by Tenant.  If the Leased  Premises  are not ready for  occupancy
because  of the  failure of Tenant to perform  Tenant's  obligations  under this
Lease, the commencement date of the Lease shall be March 1, 1997.

         1.03 RENEWAL OPTION.  Provided that Tenant is not in default  under the
terms of the Lease, Landlord grants Tenant an option (the "Option") to renew the
Lease  for a five (5) year term (the "Option Period")  commencing March 1, 2007.
To  exercise the Option,  Tenant  must  notify  Landlord  in  writing  prior  to
September 1, 2006,  of Tenant's  decision to  exercise the Option.  The terms of
the Lease during the Option  Period shall be as set forth herein except for Base
Rental, which shall be calculated as set forth in Section 2.01 hereof.

         1.04  USE.  The  Leased Premises  shall be used and occupied  by Tenant
solely for the  purpose of a business  office,  and other related purposes,  and
for no other purpose,  without Landlord's express written consent.

                    ARTICLE 2.  RENTAL

     2.01  INITIAL  BASE  RENTAL.  Tenant  shall pay a base  rental  in  monthly
installments  ("Base  Rental") as set forth in this  Article 2. Such Base Rental
together  with all  increases  provided  for herein  shall be due and payable in
advance in twelve  (12)  equal  installments  on the first day of each  calendar
month  during the Term,  at  Landlord's  address as provided  herein (or at such
other place as Landlord may  hereafter  designate)  without  demand,  deduction,
abatement, or setoff (except as otherwise expressly provided for herein). If the
Term commences or ends on other than the first or last day of a calendar  month,
then the  installment  of Base  Rental for such  months  shall be  appropriately
prorated. The Base Rental shall be as follows:

     A.  Year One.  For the first  year of the  Lease,  Tenant  shall pay a Base
Rental of  $35,382.50  per month  (being  $10.00 per square foot of Net Rentable
Area of the Leased Premises per year).

     B. Years Two through Five. For years two through five of the Lease,  Tenant
shall pay a Base Rental of $42,459.00 per month (being $12.00 per square foot of
Net Rentable Area of the Leased Premises per year).

     C. Years Six through  Ten.  For years six through ten of the Lease,  Tenant
shall pay a Base Rental of $47,766.00 per month (being $13.50 per square foot of
Net Rentable Area of the Leased Premises per year).

     D. Renewal Option. The Base Rent for the Option Period shall be adjusted by
one hundred  percent  (100%) of the increase in the Consumer Price Index for All
Urban  Consumers U.S. City Average (All Items,  1982-1984=100)  published by the
Bureau of Labor Statistics of the U.S. Department of Labor (herein the CPI) from
January,  2002 to January 1, 2007.  Because the CPI is published at a date after
the  commencement  of the Option Period,  the adjustment  shall be calculated by
Landlord as soon as it is  available,  and the Base Rental  adjustment  shall be
retroactive  to the first  full month of the  Option  Period.  In the event that
Tenant exercises the Option, Tenant shall continue payment of the Base Rental in
effect during the last month of the Term of the Lease until notified by Landlord
of the new Base  Rental.  Upon receipt of such  notice,  Tenant  shall  commence
payment of the new Base  Rental  and, in  addition,  shall pay to  Landlord  the
difference  between  the new Base  Rental and the Base  Rental  paid during each
month of the Option Period prior to receipt of the notice.  The  calculation  of
Base Rental for the Option Period shall be done in the following manner:

Multiply  the monthly Base Rental in effect  during year ten by a fraction,  the
numerator of which is the Index number for January, 2007 (the first month of the
Option  Period),  and the  denominator of which is the Index number for January,
2002, as follows:

                   CPI for January 2007
$47,766 x  ---------------------------------      = Option Base Rental
                   CPI for January 2002

In no event shall the  adjusted  Base Rental for the Option  Period be less than
$47,766.00 per month.

     2.02 TENANT'S SHARE OF BASIC OPERATING COSTS.

     A.  Tenant  shall  also  pay,  as  hereinafter  provided,   Tenant's  Share
(hereafter  defined) of any increases in the Basic  Operating  Costs  (hereafter
defined) for the Building over the Initial Basic Operating  Costs.  The "Initial
Basic Operating Costs" (on a per square foot of Rentable Area per year basis) is
hereby  stipulated to be $5.30.  Prior to the commencement of each calendar year
during  the Term,  Landlord  shall  provide  a then  current  estimate  of Basic
Operating  Costs for the  calendar  year,  and  thereafter  Tenant shall pay, as
additional  rental,  in twelve (12) equal monthly  installments  at the time and
place provided  above,  Tenant's  Share of the difference  between the estimated
Basic Operating Costs and Initial Basic Operating Costs for the calendar year in
question.

     B. Within one hundred  fifty (150) days or as soon  thereafter  as possible
after the  conclusion of each calendar year of the Term,  Landlord shall furnish
to Tenant a statement of actual Basic  Operating Costs for such year, and within
ten (10) days thereafter an appropriate  cash  adjustment  shall be made between
Landlord and Tenant to reflect any difference  between  Landlord's  estimate of,
and the actual, Basic Operating Costs.

     C. The  difference  between  Basic  Operating  Costs and the Initial  Basic
Operating  Costs  shall  be paid by  Tenant  in the  proportion  (herein  called
"Tenant's  Share") which the Net Rentable Area of the Leased  Premises  bears to
the total Rentable Area in the Building.

     D.  "Basic  Operating  Costs"  shall  mean the  operating  expenses  of the
Building and all expenditures by Landlord  reasonably  necessary to maintain the
Building,  parking,  and related facilities,  and such additional  facilities in
subsequent years as may be reasonably  determined by Landlord to be necessary in
accordance with sound and reasonable practices for facilities of a like kind and
character.  All  operating  expenses  shall be determined on an accrual basis in
accordance  with  generally  accepted  accounting   principles  which  shall  be
consistently applied. Such operating expenses shall include all expenses,  costs
and disbursements of every kind and character which Landlord shall pay or become
obligated to pay because of or in connection with the ownership,  operation, and
maintenance of the Building (unless otherwise excluded herein),  including,  but
not limited to, the following:

     (1) Wages and salaries of all employees  engaged on-site in the Building in
direct  operations and maintenance of the Building,  employer's  social security
taxes,  unemployment taxes or insurance, and any other taxes which may be levied
on such wages and salaries, the cost of disability and hospitalization insurance
and pension or retirement benefits of such employees;

     (2) All supplies and materials used in the operation and maintenance of the
Building;

     (3) Cost of all utilities for the Building, including the cost of water and
power, heating, lighting, air conditioning and ventilating for the Building;

     (4) Cost of all  maintenance and service  agreements for the Building,  the
equipment  therein and  grounds,  including  janitorial  service to the Building
common  areas (but  excluding  the cost of  janitorial  service  provided to the
noncommon lease space of other tenants of the Building, and excluding janitorial
services to the Demised Premises, which shall be performed by Tenant at Tenant's
sole cost and expense), security services, landscape maintenance, alarm service,
window cleaning and elevator maintenance;

     (5) Cost of all insurance relating to the Building,  including casualty and
liability insurance  applicable to the Building and Landlord's personal property
used in connection therewith;

     (6) All taxes and assessments and  governmental  charges,  whether federal,
state,  county  or  municipal  and  whether  they  be  by  taxing  districts  or
authorities  presently  taxing the Leased  Premises  or by others,  subsequently
created or otherwise,  and any other taxes and  assessments  attributable to the
Building or its operation excluding,  however, federal and state taxes on income
and ad valorem taxes on Tenant's personal property and on the value of leasehold
improvements to the extent that the same exceeds standard building allowances;

     (7) Cost of repairs and general  maintenance  (excluding  such  repairs and
general  maintenance  paid by  insurance  proceeds  or by Tenant or other  third
parties and  alterations  attributable  solely to tenants of the Building  other
than Tenant);

     (8) Legal  expenses  attributable  to the  ownership  and  operation of the
Building  (but  excluding  legal  expenses  incurred  in  connection  with:  any
refinancing  of the Building;  any sale of the Building;  negotiation  of tenant
leases;   prosecution  of  other  tenant  defaults),   accounting  expenses  and
management fees incurred with respect to the Building.

     (9) Costs incurred in compliance  with new or revised federal or state laws
or municipal  ordinances or codes or  regulations  promulgated  under any of the
same (but excluding expenditures  classified as capital expenditures for federal
income tax purposes and  excluding  the cost of the  improvements  to be made by
Landlord  under  Section 3.03 hereof and excluding the cost of any abatement of,
or operation and maintenance program for, asbestos in the Building); and

     (10)  Amortization of the cost of installation of capital  investment items
which are primarily for the purpose of reducing (or avoiding increases in) basic
operating  costs or which may be required by  governmental  authority.  All such
costs shall be  amortized  over the  reasonable  life of the capital  investment
items with the reasonable  life and  amortization  schedule being  determined in
accordance  with  generally  accepted  accounting  principles and in no event to
extend beyond the reasonable life of the Building.  In the case of installations
for the purpose of reducing (or avoiding increases in) operating costs, Landlord
shall, upon request, provide Tenant a cost justification therefore.

     Basic  Operating  Costs shall not include (i)  expenditures  classified  as
capital  expenditures  for  federal  income  tax  purposes  (except as set forth
herein), (ii) costs for which Landlord is entitled to specific  reimbursement by
Tenant, any other tenants of the Building, or any other third party, (iii) costs
of initial  construction  of the Building,  (iv) cost of renovating or modifying
space in the Building for lease to other tenants,  (v) leasing  commissions  and
all non-cash  expenses  (including  depreciation),  and (vi) debt service on any
indebtedness secured by the Building.

     E. If the Building is not fully  occupied  during any year,  an  adjustment
shall be made in computing the Basic  Operating  Costs for such year so that the
Basic Operating Costs shall be computed as though  ninety-five  percent (95%) of
the Building had been occupied during such year.

     2.03  AUDIT.  Tenant,  at its  expense,  shall have the right,  upon giving
reasonable  notice,  to audit Landlord's books and records relating to any Basic
Operating  Costs or increased or additional  rental payable  hereunder,  for any
periods  within  two (2)  years  prior  to such  audit;  or at  Landlord's  sole
discretion,  Landlord  will  provide an audit or report  prepared by a certified
public  accountant,  which  audit or report for  purposes of this Lease shall be
conclusive.

    ARTICLE 3.  LANDLORD'S SERVICES

3.01  SERVICES TO BE  FURNISHED  BY  LANDLORD.

     A.  Landlord  shall  furnish  (with  respect to matters  within  Landlord's
control) and Landlord  shall use its best  efforts to furnish  (with  respect to
matters not within Landlord's control) Tenant, at Landlord's expense, subject to
the Building Rules and Regulations  (hereafter defined) and Tenant's performance
of its obligations hereunder, the following services:

     (1) Air  conditioning  and  heating,  in  season,  during  Normal  Building
Operating Hours (hereafter defined), at such temperatures and in such amounts as
are considered by Landlord to be standard;

     (2) Hot and cold water at those points of supply  provided for lavatory and
drinking purposes only;

     (3) Janitorial  service in and about the Building (but excluding the Leased
Premises,  which shall be the sole  responsibility  of Tenant) five (5) days per
week and periodic window washing;

     (4)  Elevators  for access to and egress from the Leased  Premises  and the
Building twenty-four (24) hours a day, seven (7) days a week;

     (5)  Electricity  and proper  facilities to furnish  sufficient  electrical
power  during  Normal  Building  Operating  Hours  for  normal  office  machines
(including  without  limitation  personal  computers) and other standard  office
equipment,  including lighting of low electrical consumption,  but not including
electricity required for electronic data processing equipment,  special lighting
in excess of building standard,  or any other item of electrical equipment which
singly  consumes more than 0.5 kilowatts per hour at rate capacity or requires a
voltage other than 120 volts single phase except electrical  consumption that is
separately  metered.  Should such electrical service for the Leased Premises for
normal office machines and other equipment  including lighting of low electrical
consumption  be  separately  metered,  Tenant  shall  pay for  electric  current
supplied  or used in the  Leased  Premises  at the  rate as  established  by the
company providing electricity to the Leased Premises.  Electric current shall be
measured by meter.  Tenant will be billed  monthly  for such  current.  Landlord
acknowledges that Tenant intends to install computer  equipment on the 2nd floor
of the Leased  Premises,  and that such equipment  will require  cooling on a 24
hour basis.  Arrangements  shall be made to provide such cooling facilities as a
part of the  Tenant  Improvements,  and the cost of the  additional  electricity
usage shall be separately paid by Tenant.

     (6)  Replacement of fluorescent  lamps in Building  Standard light fixtures
installed by Landlord and incandescent bulb replacement in all public areas.

     B."Normal  Building  Operating  Hours" shall be from 6:00 a.m. to 8:00 p.m.
Monday  through  Friday,  and 7:00 a.m.  to 2:00  p.m.  Saturday,  exclusive  of
holidays.

     C.  Failure  by  Landlord  to any extent to furnish  such  services  or any
cessation thereof shall not render Landlord liable in any respect for damages to
either person or property,  nor be construed as an eviction of Tenant,  nor work
an abatement of rent,  nor relieve  Tenant from  fulfillment  of any covenant or
agreement hereof. Should any of such services be interrupted, Landlord shall use
reasonable  diligence to restore same promptly,  but except as provided  herein,
Tenant  shall have no claim for rebate of rent or damages or eviction on account
thereof.

     D. Tenant shall pay to Landlord, monthly, as billed, such charges as may be
separately metered or as Landlord may compute for any electric services utilized
by Tenant for computers,  data processing  equipment or other similar electrical
equipment;  extra lighting;  electrical service in excess of that stated herein;
or other electrical service not standard for the Building.

     3.02 ACCESS BY TENANT PRIOR TO COMMENCEMENT OF TERM.  Landlord shall permit
Tenant and its employees,  agents,  suppliers,  contractors and workmen to enter
the Leased Premises prior to the commencement of the Term to enable Tenant to do
such things as may be reasonably  required by Tenant to make the Leased Premises
ready for Tenant's occupancy, provided that such parties will not interfere with
or delay the performance of any activities by Landlord or other occupants of the
Building.  Any such entry into the Leased Premises shall be at Tenant's risk and
Landlord shall not be liable in any way for personal injury,  death, or property
damage which may be suffered in or about the Leased  Premises or the Building by
Tenant or its employees, agents, contractors, suppliers or workmen.

     3.03  IMPROVEMENTS  TO BE MADE  BY  LANDLORD.  Landlord  shall  make  those
improvements to the Leased Premises referred to in Exhibit "C" hereto, under the
terms and conditions  therein set forth. When used herein,  "Building  Standard"
items shall mean those  items  considered  by  Landlord  to be Standard  for the
Building.

     3.04   IMPROVEMENTS  TO  BE  MADE  BY  TENANT.   Tenant  shall  make  those
improvements to the Leased Premises referred to in Exhibit "C hereto,  under the
terms and conditions therein set forth.

     3.05 REPAIR AND MAINTENANCE BY LANDLORD.  Landlord shall not be required to
make  any  improvements  or  repairs  of any  kind or  character  to the  Leased
Premises, except as provided in Section 3.03 and such repairs as may be required
to the Building corridors, lobbies, structural members of the Building, the roof
of the Building and equipment  used to provide the services  referred to herein,
and such additional maintenance to such corridors, lobbies or structural members
as may be necessary because of damage by persons other than Tenant,  its agents,
employees,  invitees or visitors.  The obligation of Landlord to so maintain and
repair the Leased Premises shall be limited to Building  Standard items.  Tenant
will promptly give Landlord written notice of any damage to the Leased Premises.
This  Section  shall not apply in the case of damage or  destruction  by fire or
other casualty or damage resulting from an eminent domain taking.

    ARTICLE 4.  TENANT'S COVENANTS

     4.01  PAYMENTS  BY TENANT.  Tenant  agrees to timely pay all rents and sums
provided to be paid to Landlord  hereunder at the times and in the manner herein
provided and to occupy at all times the Leased  Premises.  If Tenant should fail
to pay  Landlord  when  due  any  installment  of  rental  or any sum to be paid
hereunder  by the 10th day of each  such  month in  which  such  installment  or
payment  is due,  Tenant  will pay  Landlord,  on demand,  a late  charge of ten
percent (10%)  thereof,  each and every month such  installment  is past due, in
order to  reimburse  Landlord for  additional  expenses in an amount not readily
ascertainable and which has not been elsewhere  provided for between the parties
hereto.  Late charges shall not be construed as  liquidated  damages or limiting
Landlord's remedies in any manner.

     4.02 CERTAIN  TAXES.  Tenant shall pay all ad valorem taxes on all personal
property of Tenant  located within the Leased  Premises and on all  improvements
installed  in the  Leased  Premises  that are in  excess of those  installed  by
Landlord from time to time as Building Standard.

     4.03 REPAIRS BY TENANT.  Tenant shall,  at its cost,  repair or replace any
damage to the  Building,  or any part  thereof,  caused  by  Tenant or  Tenant's
agents,  employees,  invitees  or  visitors  (except to the extent the waiver of
subrogation provisions in 5.14.C. are applicable).

     4.04 CARE OF THE LEASED PREMISES. Tenant shall maintain the Leased Premises
in a clean, attractive condition, and not commit or allow any waste or damage to
be committed on or to any portion of the Leased Premises,  and at the expiration
or termination of this Lease shall deliver up the Leased Premises to Landlord in
as good  condition as at date of  possession  by Tenant,  ordinary wear and tear
excepted (except to the extent the waiver of subrogation provisions in 5.14.C.
are applicable).

     4.05 ASSIGNMENT OR SUBLEASE.  Except as provided  herein,  Tenant shall not
assign  this  Lease or sublet  the Leased  Premises  or any part  thereof or any
interest therein, or sublet the Leased Premises in whole or in part, without the
prior  written  consent  of  Landlord  which  Landlord  shall  not  unreasonably
withhold.  Landlord agrees not to unreasonably withhold consent to an assignment
of Tenant's rights under the Lease to Tenant's  present or future lender,  or to
an  assignment  or a sublease to a tenant  reasonably  acceptable  to  Landlord,
provided  that it is  expressly  agreed  that as a  condition  of such  consent,
Landlord may require current financial statements from the proposed sublessee or
assignee. Consent to one or more assignments or sublettings shall not operate as
a waiver of Landlord's  rights as to any subsequent  assignments or sublettings.
Notwithstanding  any assignment or  subletting,  Tenant shall at all time remain
fully  responsible and liable for the payment of rental herein specified and for
the compliance with all of its other obligations under this Lease. In connection
with any such  assignment or sublease,  Tenant shall pay Landlord its reasonable
legal  and  administrative  costs  incurred  in  approving  such  assignment  or
subletting.  Any attempted  assignment,  sublease,  or other action by Tenant in
violation  of this  Section  shall  be void  and  shall  constitute  an Event of
Default.

     4.06  ALTERATIONS,  ADDITIONS,  IMPROVEMENTS.  Except for the  improvements
described  on Exhibit  "C"  hereto,  Tenant  will make no  material  alteration,
change,  improvement,  repair,  replacement  or addition to the Leased  Premises
without  the prior  written  consent  of  Landlord.  Tenant may remove its trade
fixtures,  office supplies and movable office  furniture and equipment  provided
such removal is made prior to the termination or expiration of the Term;  Tenant
is not then in default in the timely  performance  of any obligation or covenant
under this Lease; and Tenant promptly repairs all damage caused by such removal.
All  other  property  at the  Leased  Premises  (including  but not  limited  to
wall-to-wall carpeting,  drywall,  partitions,  paneling or other wall covering)
and any other article attached or affixed to the floor,  wall, or ceiling of the
Leased  Premises  shall become the property of Landlord and shall be surrendered
with the Leased  Premises  as part  thereof at the  termination  of this  Lease,
without payment or compensation thereof.

     4.07  COMPLIANCE WITH LAWS AND USAGE;  LIENS.  Tenant,  at its cost,  shall
comply with all Federal, State, Municipal and other laws and ordinances, and the
Building  Rules  and  Regulations  applicable  to the  Leased  Premises  and the
business  conducted  therein  by  Tenant  (provided  that  Tenant  shall  not be
obligated  to pay the cost of work to be  performed  by Landlord  under  Section
3.03);  will not engage in any activity  which would cause  Landlord's  fire and
extended coverage insurance to be canceled or the rate therefore to be increased
(or, at Landlord's option, will pay any such increase);  will not commit any act
which is a nuisance or annoyance to Landlord or to other tenants or which might,
in the reasonable  judgment of Landlord,  appreciably damage Landlord's goodwill
or reputation, or tend to injure or depreciate the Building; and will not commit
or permit waste in the Leased  Premises or Building.  Tenant has no authority to
encumber the  Building or Leased  Premises  with any lien,  and Tenant shall not
suffer or  permit  any such lien to exist.  Should  any such lien  hereafter  be
filed, Tenant shall promptly discharge the same at its sole cost.

     4.08 ACCESS BY  LANDLORD.  Tenant  shall  permit  Landlord or its agents or
representatives  to enter into and upon any part of the Leased  Premises  at all
reasonable  hours and upon reasonable  notice to inspect same; to clean; to make
repairs,  alterations  or additions  thereto,  as Landlord may deem necessary or
desirable;  to show the Leased Premises to prospective purchasers or tenants; or
for any other  purpose  deemed  reasonable  by Landlord,  provided that Landlord
shall not unreasonably interfere with Tenant's operations.

  4.09 LANDLORD'S MORTGAGEE.  Tenant agrees with Landlord and with the mortgagee
of any first  mortgage  or the  beneficiary  of any  first  deed of trust now or
hereafter   constituting  a  lien  on  the  Building  or  the  Leased   Premises
("Landlord's  Mortgagee") that any Landlord's  Mortgagee shall have the right at
any time to elect,  by notice in  writing  given to  Tenant,  to make this Lease
superior  to the lien of such  mortgage  or deed of trust and upon the giving of
such  notice to Tenant,  this Lease  shall be deemed  prior and  superior to the
mortgage  or deed of trust in  respect  to which  such  notice is given;  and at
Landlord's  Mortgagee's request Tenant shall execute a recordable  memorandum of
this Lease  establishing  this Lease as  superior  to such lien;  or  Landlord's
Mortgagee may, by like notice,  make this Lease  subordinate to such mortgage or
deed  of  trust.  If  Landlord's  Mortgagee  shall  elect  to  make  this  Lease
subordinate to such mortgage or deed of trust, the same shall be  self-operative
and no further instrument of subordination need be required by any mortgagee. In
confirmation of such subordination,  however,  Tenant shall execute promptly any
reasonable instrument that Landlord may request. In the event of the enforcement
by Landlord's  Mortgagee of the remedies provided for by law or by such mortgage
or deed of trust, Tenant will, upon request of any person or party succeeding to
the interest of Landlord as a result of such enforcement,  automatically  become
the  Tenant  of such  successor  in  interest  without  change in terms or other
provisions of such Lease,  provided,  however,  that such  successor in interest
shall not be bound by any payments in the nature of security for the performance
by Tenant of its obligations  under this Lease, or any amendment or modification
of  this  Lease  made  without  the  written  consent  of such  trustee  or such
beneficiary  or such  successor in interest.  Upon request by such  successor in
interest, Tenant shall execute and deliver reasonable instruments confirming the
attornment provided for herein. In consideration for the above,  Landlord agrees
to provide Tenant at Tenant's request with a non-disturbance agreement signed by
Landlord's present or future Lender.

     4.10  ESTOPPEL  CERTIFICATE.  At Landlord's  request,  Tenant will promptly
execute an estoppel certificate  addressed to Landlord's Mortgagee certifying as
to such  notice  provisions  and  other  matters  as  Landlord's  Mortgagee  may
reasonably  request.  At Landlord's  request and from time to time,  Tenant will
execute a certificate stating the commencement and expiration dates of the Term,
the rental  then  payable  hereunder,  that there are no defaults on the part of
Landlord or claims against Landlord  hereunder (or if there are any, stating the
same with particularity), and such other information pertaining to this Lease as
Landlord may reasonably request.

         ARTICLE 5.  MUTUAL COVENANTS.

         5.01  CONDEMNATION  AND  LOSS  OR  DAMAGE.  If the Leased Premises, the
Building,  or  any part  thereof  shall be  taken or  condemned  for any  public
purpose  (or conveyed  in lieu or in  settlement  thereof  to such an  extent as
to render the remainder of the Building or Leased  Premises,  in the  reasonable
opinion of Landlord, not suitable for occupancy, this Lease shall, at the option
of either party,  forthwith  cease  and  terminate,  and all  proceeds  from any
taking  or  condemnation of the Building and the Leased Premises shall belong to
and be paid to  Landlord.  If this Lease is not so  terminated,  Landlord  shall
repair any damage resulting  from such  taking,  to the extent and in the manner
provided herein,  and rental  hereunder shall be abated to the extent the Leased
Premises   are   rendered   untenantable   during  the  period  of  repair,  and
thereafter  be adjusted  on a proportionate  basis  considering the areas of the
Leased Premises taken and remaining.

     5.02 FIRE OR OTHER CASUALTY:  CERTAIN  REPAIRS.

     A. In the event of a fire or other casualty in the Leased Premises,  Tenant
shall immediately give notice thereof to Landlord.  If the Leased Premises shall
be  partially  destroyed  by fire or other  casualty  so as to render the Leased
Premises  untenantable in whole or in part, the rental provided for herein shall
abate as to the portion of the Leased Premises rendered  untenantable until such
time as the Leased  Premises are made  tenantable  as determined by Landlord and
Landlord  agrees to commence and  prosecute  such repair work  promptly and with
reasonable  diligence,  or if such  destruction  results in the Leased  Premises
being  untenantable  in substantial  part for a period  reasonably  estimated by
Landlord to be four (4) months or longer after Landlord's insurance  settlement,
or in the event of total or  substantial  damage or  destruction of the Building
where Landlord decides not to rebuild, then all rent owed up to the date of such
damage or  destruction  shall be paid by  Tenant.  Landlord  shall  give  Tenant
written notice of its decision, estimates or elections under this Section within
sixty (60) days after any such damage or destruction.

     B. Should  Landlord  elect to effect any  repairs,  Landlord  shall only be
obligated  to restore or rebuild  the  Leased  Premises  to a Building  Standard
condition,  and then only to the extent that insurance proceeds are available to
Landlord therefore.

     5.03 LIEN FOR RENT.  To secure  the  payment of rent and all other sums due
hereunder  and  the  performance  of  all  covenants  required  hereunder  to be
performed by Tenant, and except to the extent prohibited by Tenant's existing or
future  lenders,  Tenant grants to Landlord a lien and security  interest on all
property of Tenant  which now or  hereafter  may be placed in or upon the Leased
Premises,  and upon all proceeds of any insurance  which may accrue to Tenant by
reason of damage or destruction  of any such  property,  which lien and security
interest shall be in addition to Landlord's  lien provided by law. Upon request,
the  parties  shall take such  further  reasonable  action as may be required to
perfect such security interest.

     5.04 HOLDING  OVER.  If Tenant  should  remain in  possession of the Leased
Premises  after the  termination or expiration of the Term without the execution
by  Landlord  and  Tenant  of a new  lease,  then  Tenant  shall be deemed to be
occupying  the Leased  Premises  as a  tenant-at-sufferance,  subject to all the
covenants and  obligations  of this Lease and at a daily rental of twice the per
day  rental in  effect  immediately  prior to such  expiration  or  termination,
computed on the basis of a thirty (30) day month,  but such  holding  over shall
not extend the Term.

     5.05 ASSIGNMENT BY LANDLORD.  Landlord shall have the right to transfer and
assign, in whole or in part, all of its rights and obligations  hereunder and in
the  Building  and property  referred to herein,  and upon any such  transfer or
assignment,  no further  liability or obligation shall thereafter accrue against
Landlord hereunder.

     5.06 LIMITATION TO LANDLORD'S  LIABILITY.   Tenant  specifically  agrees to
look solely to  Landlord's  interest  in the  Building  for the  recovery of any
judgment from Landlord,  it being agreed that Landlord shall never be personally
liable for any such judgment. The provisions contained in the foregoing sentence
shall not limit any right that Tenant might otherwise have to obtain  injunctive
relief  against  Landlord,  or any other action not  involving  the liability of
Landlord  to respond in  monetary  damages  from  assets  other than  Landlord's
interest in the Building.

         5.07   CONTROL  OF COMMON  AREAS AND PARKING  FACILITIES  BY  LANDLORD.
All  automobile  parking  areas, driveways,  entrances  and exits  thereto,  and
other facilities furnished  by Landlord,  including  all  parking  areas,  truck
way or ways,  loading  areas,  pedestrian  walkways,  ramps,  landscaped  areas,
stairways and other areas and improvements  provided by Landlord for the general
use,  in common,  of  tenants,  their  officers,  agents,  employees,  invitees,
licensees, visitors and customers shall be at all times subject to the exclusive
and  reasonable  control  and  management of Landlord,  and Landlord  shall have
the  right from time to time to establish,  modify and enforce  reasonable rules
and  regulations (herein called  the "Building  Rules  and  Regulations")  with 
respect to  all  facilities  and  areas  mentioned in this Section;  the initial
Building  Rules and  Regulations  are  set out  in Exhibit "D" hereto and are of
equal dignity herewith.

5.08      DEFAULT BY TENANT.

     A. Each of the following occurrences relative to Tenant shall constitute an
"Event of Default":

     (1) Failure or refusal by Tenant to make the timely  payment of any rent or
other sums  payable  under this Lease when and as the same shall  become due and
payable, provided Landlord has given Tenant ten (10) days' written notice of the
same and  thereafter the failure or refusal by Tenant to timely make any payment
due hereunder shall be an Event of Default without further notice; or

     (2)  Abandonment  or  vacating of the Leased  Premises  or any  significant
portion thereof; or

     (3) The filing or execution or  occurrence  of a petition in  bankruptcy or
other insolvency  proceeding by or against Tenant or any guarantor of Tenant; or
petition or answer seeking relief under any provision of the Bankruptcy  Act; or
an  assignment  for the benefit of  creditors or  composition;  or a petition or
other proceeding by or against Tenant for the appointment of a trustee, receiver
or  liquidator  of Tenant or any of Tenant's  property;  or a proceeding  by any
governmental  authority  for the  dissolution  or  liquidation  of Tenant or any
guarantor of Tenant; or

     (4)  Failure by Tenant in the  performance  or  compliance  with any of the
agreements,  terms,  covenants or conditions  provided in this Lease, other than
those  referred  to in (1) or (2) above,  for a period of thirty (30) days after
written notice from Landlord to Tenant specifying the items in default; or

     (5) A  reorganization,  merger,  or sale of all or substantially all of the
assets of Tenant, unless as a result of such transaction,  the entity succeeding
to the assets of Tenant:  (a) expressly assumes the obligations under this Lease
in a document in form and substance reasonably  acceptable to Landlord;  and (b)
has a net worth of not less than that of Tenant;

     (6) The  occurrence  of any other event  herein  provided to be an Event of
Default.

     B. This  Lease  and the Term and  estate  hereby  made are  subject  to the
limitation that if and whenever any Event of Default shall occur,  Landlord may,
at its option and without further  written notice to Tenant,  in addition to all
other  remedies given  hereunder or by law or equity,  do any one or more of the
following:

     (1) Terminate this Lease, in which event Tenant shall immediately surrender
possession of the Leased Premises to Landlord;

     (2) Enter  upon and take  possession  of the Leased  Premises  and expel or
remove Tenant and any other occupant therefrom with or without having terminated
the Lease;

     (3) Alter locks and other security devices at the Leased Premises.

     C. Exercise by Landlord of any one or more remedies shall not constitute an
acceptance of surrender of the Leased  Premises by Tenant,  whether by agreement
or by operation of law, it being  understood that such surrender can be effected
only by the written agreement of Landlord and Tenant.

     D. If  Landlord  terminates  this Lease by reason of an Event of Default as
defined in Section 5.08.A.(l)(2)(3) or (5), Tenant shall pay to Landlord the sum
of all rent and  other  indebtedness  accrued  to the date of such  termination,
plus, as damages,  an amount equal to the then present value of all rentals then
payable under this Lease for the remainder of the Term.

     E. If Landlord  repossesses  the Leased  Premises  without  terminating the
Lease, then Tenant shall pay to Landlord all rent and other indebtedness accrued
to the date of such  repossession,  plus rent and other sums required to be paid
by  Tenant  during  the  remainder  of the  Term,  diminished  by any  net  sums
thereafter  received by Landlord  through  reletting the Leased  Premises during
said period (after deducting  expenses  incurred by Landlord as provided below);
reentry by Landlord will not affect the  obligations of Tenant for the unexpired
Term.  Tenant  shall  not be  entitled  to any  excess of any rent  obtained  by
reletting  over the rent herein  reserved.  Actions to collect  amounts due from
Tenant  may be  brought  on one or more  occasions,  without  the  necessity  of
Landlord's waiting until expiration of the Term.

     F. In case of an Event of Default, to the extent the same are not deducted,
Tenant  shall also pay to  Landlord:  broker's  fees  incurred  by  Landlord  in
connection with reletting the whole or any part of the Leased Premises; the cost
of removing and storing Tenant's or any other occupant's  property;  the cost of
repairing,  altering,  remodeling or otherwise  putting the Leased Premises into
condition  acceptable to a new tenant or tenants;  and all  reasonable  expenses
incurred by Landlord in  enforcing  Landlord's  remedies,  including  reasonable
attorneys' fees and court costs.

     G. Upon  termination or repossession of the Leased Premises for an Event of
Default, Landlord shall not be obligated to relet or attempt to relet the Leased
Premises,  or any portion  thereof,  or to collect rental after  reletting,  but
Landlord  shall have the  option to relet or  attempt to relet.  In the event of
reletting,  Landlord  may relet the whole or any portion of the Leased  Premises
for any period, to any tenant, and for any use and purpose.

     H. If Tenant should fail to make any payment,  perform any  obligation,  or
cure any default  hereunder,  Landlord,  without obligation to do so and without
thereby  waiving such failure or default,  may make such  payment,  perform such
obligation,  and/or  remedy  such other  default  for the account of Tenant (and
enter the Leased  Premises for such  purpose),  and Tenant shall pay upon demand
all costs,  expenses and disbursements  (including  reasonable  attorneys' fees)
incurred by Landlord in taking such remedial action.

     5.09  DEFAULT BY LANDLORD.  Should  Landlord  fail to promptly  perform any
maintenance or repairs  required by the provisions of this Lease to be performed
by  Landlord,  Tenant may by written  notice  request  that  Landlord  make such
repairs or perform such maintenance and upon Landlord's failure or refusal to do
so within  thirty  (30) days  (plus an  additional  reasonable  period as may be
required by Landlord to cure such default,  if Landlord shall diligently  pursue
the cure of such  default  until same  shall be cured)  after  issuance  of such
notice (and in any event, in case of an emergency irrespective of whether Tenant
shall have requested or obtained  Landlord's  prior consent),  Tenant shall have
the right (but shall not be obligated) to perform such  maintenance or make such
repairs;  thereupon,  Landlord will pay (or reimburse Tenant for) the reasonable
cost of such maintenance or repairs. For these purposes, an "emergency" shall be
deemed to exist if, in the good faith  judgment  of Tenant,  prompt  repairs are
needed in order to prevent death,  bodily injury or property damage. In any case
in which Tenant shall  exercise its aforesaid  right to make  emergency  repairs
which were the responsibility of the Landlord, the Tenant shall not make repairs
more  extensive than are  reasonably  necessary to abate the  emergency.  In the
event of any other default by Landlord,  Tenant's  exclusive  remedy shall be an
action for  damages,  but prior to  pursuing  any such  action  Tenant will give
Landlord written notice specifying such default with particularity, and Landlord
shall have  thirty  (30) days (plus an  additional  reasonable  period as may be
required by Landlord to cure such default,  if Landlord shall diligently  pursue
the cure of such  default  until  same shall be cured) in which to cure any such
default.  Unless  and until  Landlord  fails to so cure any  default  after such
notice, Tenant shall not have any remedy or causes of action by reason thereof.

     5.10  NON-WAIVER.  Neither  acceptance  of rent by Landlord  nor failure to
complain of any  action,  non-action  or default of Tenant  shall  constitute  a
waiver of any of Landlord's  rights  hereunder.  Waiver by Landlord of any right
for any default of Tenant shall not  constitute a waiver of any right for either
a subsequent default of the same obligation or any other default.

     5.11  ENVIRONMENT.  During the term of the occupancy of the Leased Premises
and in the use of the  Leased  Premises  and of the  site on  which  the  Leased
Premises are located, Tenant shall, with respect to the use and occupancy of the
Leased  Premises  and the  performance  of any  improvements,  comply  with  all
applicable Federal and State environmental  protection laws and local ordinances
including,  but  not  limited  to,  Federal  hazardous  waste  laws  such as the
Comprehensive Response,  Compensation and Liability Act of 1980 and the Resource
Conservation  and Recovery Act, solid waste laws and the Federal and State Clean
Air Acts and Clean Water Acts. In the use of the Leased Premises and of the site
on which the Leased  Premises are located by Tenant,  Tenant shall pay all costs
of complying with the above described laws.

     5.12 INDEPENDENT OBLIGATIONS.  The obligation of Tenant to pay all rent and
other sums hereunder  provided to be paid by Tenant and the obligation of Tenant
to perform Tenant's other covenants and duties hereunder constitute independent,
unconditional  obligations  to be performed at all times provided for hereunder,
save and except only when an abatement  thereof or  reduction  therein is herein
expressly  provided for and not otherwise.  Tenant waives and  relinquishes  all
rights  which Tenant might have to claim any nature of lien against or withhold,
or deduct from or offset  against any rent and other sums provided  hereunder to
be paid Landlord by Tenant.

     5.13 TIME OF  ESSENCE.  In all  instances  where any act is  required  at a
particular  indicated time or within an indicated  period,  it is understood and
stipulated that time is of the essence.

     5.14  REMEDIES  CUMULATIVE.  Landlord  may restrain or enjoin any breach or
threatened breach of any covenant, duty or obligation of Tenant herein contained
without  the  necessity  of  proving  the  inadequacy  of any  legal  remedy  or
irreparable harm. The remedies of Landlord  hereunder shall be deemed cumulative
and no remedy of Landlord, whether exercised by Landlord or not, shall be deemed
to be in exclusion of any other.

     5.15 INSURANCE, SUBROGATION, LIABILITY, INDEMNITY, AND WAIVER.

     A.  Landlord  shall  maintain fire and extended  coverage  insurance on the
portion of the Building  constructed by Landlord,  including  Building  Standard
leasehold  improvements.  Such insurance  shall be maintained  with an insurance
company  authorized  to do  business  in  Texas,  in an  amount  not  less  than
acceptable  under  reasonable  commercial  standards,  and  payments  for losses
thereunder  shall be made  solely to  Landlord.  Tenant  shall  maintain  at its
expense,  fire and extended coverage  insurance on all of its personal property,
including  removable trade  fixtures,  located in the Leased Premises and on its
non-building standard leasehold  improvements and all additions and improvements
made by Tenant and not required to be insured by Landlord above.

     B. Landlord and Tenant shall each, at their respective expense,  maintain a
policy  or  policies  of  Commercial  General  Liability  insurance,   including
contractual  liabilities,  with the premiums  thereon fully paid,  issued by and
binding upon a solvent insurance company  authorized to do business in the State
of Texas, such insurance to afford minimum  protection (which may be affected by
primary  and/or  excess  coverage)  with bodily  injury  limits of not less than
$1,000,000 for each  occurrence and $1,000,000 in the aggregate per location and
property  damage  liability of not less than  $500,000 for each  occurrence  and
$500,000 in the aggregate per location.  Tenant shall procure an  endorsement on
its policy  requiring at least thirty (30) days prior written notice to be given
to Landlord before any cancellation or reduction of insurance under such policy.

     C. Anything herein to the contrary notwithstanding each party hereto hereby
releases  and waives all claims,  rights of  recovery  and causes of action that
either  party  or any  party  claiming  by,  through  or  under  such  party  by
subrogation  or otherwise  may now or hereafter  have against the other party or
any of the other party's directors,  officers,  employees or agents for any loss
or  damage  that may  occur  to the  Building,  the  Leased  Premises,  Tenant's
improvements or any of the contents of any of the foregoing by reason of fire or
other casualty, or any other cause including negligence of the parties hereto or
their directors,  officers,  employees,  or agents, that could have been insured
against under the terms of (i) the standard fire and extended coverage insurance
policies with vandalism and malicious mischief endorsement and sprinkler leakage
endorsement (where applicable) or (2) any other loss covered by insurance of the
respective  parties  except gross  negligence or willful  misconduct;  provided,
however,  that this waiver shall be ineffective  against any insurer of Landlord
or Tenant to the extent that such waiver is prohibited by the laws and insurance
regulations of the State of Texas or would invalidate any insurance  coverage of
Landlord or Tenant.  The waiver set forth in this Section shall not apply to any
deductibles  on policies  nor to any  coinsurance  penalty.  Landlord and Tenant
shall use their best efforts  provide  each other  evidence  that the  foregoing
waiver  of  subrogation  provisions  have  been  accepted  by  their  respective
insurers.

     D.  Except for the  claims,  rights of  recovery  and causes of action that
Landlord has released and waived, Tenant hereby releases, indemnifies,  defends,
and  holds  harmless  Landlord  and  Landlord's  agents,  directors,   officers,
employees,  invitees and contractors,  for all claims, losses, costs, damages or
expenses  (including,  but not limited to, attorneys' fees) resulting or arising
from any and all  injuries  or death of any  person or  damage  to any  property
occurring  during the Term,  caused or  alleged to have been  caused by any act,
omission,  or  neglect of Tenant or  Tenant's  directors,  officers,  employees,
agents,  invitees or guests, or any parties  contracting with Tenant relating to
the Leased Premises.

     E.  Tenant  agrees  that  Landlord  shall not be  responsible  or liable to
Tenant, its employees,  agents,  customers or invitees, for bodily injury (fatal
or  non-fatal)  or property  damage  occasioned  by the acts or omissions of any
other  tenant or such  tenant's  employees,  agents,  contractors,  customers or
invitees  within  the  Building,  or for any loss or damage to any  property  or
persons occasioned by theft, fire, act of God, public enemy,  injunction,  riot,
strike,  insurrection,  war, court order,  requisition or order of  governmental
body or authority, or any other cause beyond the control of Landlord, or for any
inconvenience  or  loss  to  Tenant  in  connection  with  any  of  the  repair,
maintenance, damage, destruction, restoration or replacement referred to in this
Lease.  This section shall not relieve  Landlord from its  obligation to perform
improvements, repairs, or maintenance as set forth in this Lease.

     5.16 VENUE,  GOVERNING LAW. This Lease shall be governed by the laws of the
State of Texas.  All monetary and other  obligations  of Landlord and Tenant are
performable exclusively in El Paso County, Texas.

     5.17 NOTICE. Any notice which may or shall be given under the terms of this
Lease  shall be in  writing  and  shall be either  delivered  by hand or sent by
United States registered or Certified Mail, postage prepaid,  if for Landlord to
the address provided  herein;  or if for Tenant,  to the Leased  Premises.  Such
addresses  may be changed from time to time by either party by giving  notice as
provided  above.  Notice shall be deemed given when  delivered  (if delivered by
hand) or when postmarked (if sent by mail).

     5.18 ENTIRE AGREEMENT, BINDING EFFECT, AND SEVERABILITY. This Lease and any
written addenda and all exhibits hereto (which are expressly incorporated herein
by this reference) shall  constitute the entire  agreement  between Landlord and
Tenant;  no  prior  written  or  prior  or  contemporaneous   oral  promises  or
representations  shall be binding.  This Lease shall not be amended,  changed or
extended  except by  written  instrument  signed  by both  parties  hereto.  The
provisions  of this Lease shall be binding  upon and inure to the benefit of the
heirs,  executors,  administrators,  successors and assigns of the parties,  but
this  provision  shall  in no way  alter  the  restrictions  on  assignment  and
subletting applicable to Tenant hereunder. If any provision of this Lease or the
application  thereof to any person or  circumstance  shall at any time or to any
extent be held invalid or  unenforceable,  and the basis of the bargain  between
the  parties  hereto is not  destroyed  or  rendered  ineffective  thereby,  the
remainder  of this Lease or the  application  of such  provisions  to persons or
circumstances  other than those as to which it is held invalid or  unenforceable
shall not be affected thereby.

     5.19 RIGHT OF REENTRY.  Upon the  expiration or termination of the Term for
whatever  cause,  Landlord  shall  have the  right to  immediately  reenter  and
reassume  possession  of  the  Leased  Premises  and  remove  Tenant's  property
therefrom, and Tenant expressly acknowledges such right.

     5.20 NUMBER AND GENDER; CAPTIONS; REFERENCES.  Pronouns, where used herein,
of  whatever   gender,   shall  include  natural  persons,   corporations,   and
associations  of every kind and  character,  and the singular  shall include the
plural  and vice versa  where and as often as may be  appropriate.  Article  and
section headings under this Lease are for convenience of reference and shall not
affect the  construction  or  interpretation  of this Lease.  Whenever the terms
"hereof,"  "herein",  or words of similar  import are used in this  Lease,  they
shall be construed  as referring to this Lease in its entirety  rather than to a
particular section or provision,  unless the context  specifically  indicates to
the  contrary.  Any  reference to a particular  "Article" or "Section"  shall be
construed as referring to the indicated article or section of this Lease.

     5.21 SECURITY DEPOSIT.  Concurrently with the execution hereof,  Tenant has
paid  to  Landlord  the  amount  of  One  Hundred  Thousand  and  no/00  DOLLARS
($100,000.00)to  be  held  as  a  deposit  to  secure  performance  of  Tenant's
obligations  hereunder.  If Tenant is not in default on the first anniversary of
this Lease,  Landlord  shall release the sum of  $50,000.00 to Tenant.  Upon the
occurrence of any Event of Default,  or upon the failure by Tenant to timely pay
any sum it is  obligated  to pay  hereunder,  Landlord  may,  from time to time,
without prejudice to any other remedy, and without prior notice to Tenant, apply
all or part of the  amount  deposited  to the curing of such Event of Default or
the payment of such sum.  Should  Landlord so apply such  deposit,  Tenant shall
immediately  upon receipt of notice  thereof  deposit with Landlord a sufficient
amount to bring Tenant's total deposit to the level stated in the first sentence
of this Section.  Upon  termination  or  expiration of this Lease,  the security
deposit shall be returned to Tenant,  to the extent the same is not then applied
to curing of any Event of  Default  or to the  payment of any sum owed by Tenant
hereunder.  Landlord  may keep such  security  deposit in its bank  account  and
commingle same with its other funds. Such interest as Landlord is able to obtain
on the  Security  Deposit  shall be paid  periodically  by  Landlord  to El Paso
Country Day School or other charitable  organization  selected by Landlord, as a
donation on Tenant's behalf.  The amount so deposited shall not be considered as
an advance payment of rental hereunder, or as a measure of Landlord's damages in
the event of any failure to perform on the part of Tenant.

     5.22  COMMISSIONS.  Landlord and Tenant each  represent  and warrant to the
other that they have not  committed  to pay a  commission  to any agent or third
party as a result of this Lease.

     5.23 QUIET  ENJOYMENT.  Tenant,  on paying all sums  herein  called for and
performing  and observing all of its covenants and agreements  hereunder,  shall
and may  peaceably  and quietly have,  hold,  occupy,  use, and enjoy the Leased
Premises  during the Term subject to the provisions of this Lease and applicable
governmental  laws,  rules, and regulations;  and Landlord agrees to warrant and
forever defend  Tenant's  right to such occupancy  against the claims of any and
all persons whomsoever  lawfully claiming the same or any part thereof,  subject
only to the  provisions  of this  Lease and all  applicable  governmental  laws,
rules, and regulations.

     5.24  SIGNS.  Except for the signs  already  submitted  to and  approved by
Landlord,  no signs,  symbols,  or  identifying  marks  shall be placed upon the
Building or in the halls,  elevators,  staircases,  entrances,  parking areas or
upon the doors or walls  without prior  written  approval of Landlord.  Landlord
agrees to provide  and  install,  at Tenant's  cost,  all letters or numerals on
doors in the Leased  Premises.  All such  letters and  numerals  shall be in the
Building  Standard  graphics,  and no others  shall be used or  permitted on the
Leased Premises.

     5.25 LEASE GUARANTY. The Lease shall be unconditionally guaranteed by FARAH
INCORPORATED,  a Delaware corporation,  pursuant to a separate Lease Guaranty in
form and substance acceptable to Landlord.

         EXECUTED in multiple  counterparts,  each of which shall have the force
and effect of an original on the date first above written.


                  LANDLORD:              ORSO PARTNERS, LTD.
                                         a Texas limited partnership
                  By:                    ONALAR COMPANY, L.C., General Partner


                                         By:  /s/Louis M. Alpern
                                              Louis M. Alpern  M.D., Manager

                                              300 East Main, Suite 1200
                                              El Paso, Texas 79901



                  TENANT:                FARAH U.S.A., INC.


                                         By:    /s/Timothy B. Page
                                                Timothy B. Page
                                                Executive Vice President
                                                and Chief Operating Officer

                                               P.O. Box 9519
                                               El Paso, Texas 79985

<PAGE>

                                                         ANNEX TO EXHIBIT 10.57

                       FIRST AMENDMENT TO LEASE AGREEMENT

         This First  Amendment  to Lease  Agreement  is made by and between ORSO
PARTNERS,  LTD. a Texas Limited  partnership  (herein the  "Landlord") and FARAH
U.S.A., INC., a Texas corporation (herein the "Tenant").

                              W I T N E S S E T H:

         WHEREAS,  Landlord and Tenant entered into that certain lease agreement
dated as October 4, 1996 (the "Lease"), which Lease pertains to certain Premises
known as Commons Building D, El Paso, Texas, (the "Premises");

         WHEREAS,  since execution of the Lease, Landlord and Tenant have agreed
to increase the size of the Leased  Premises leased to tenant from 42,459 square
feet to 43,537 square feet,  and to extend the  commencement  date of the Lease,
and desire hereby to evidence their agreement and understanding.

         NOW,  THEREFORE,  in  consideration  of  the  mutual  covenants  herein
contained and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged and confessed, Landlord and Tenant hereby agree
as follows, to-wit:

1. CAPITALIZED TERMS. The capitalized terms as used herein have the same meaning
assigned to such terms in the Lease,  unless the text of this  Amendment  states
otherwise.

2. LEASED PREMISES.  Article 1.01, Sections A. and B. are hereby amended to read
as follows:

         "1.01  LEASED PREMISES.

     A. Upon the terms, provisions and conditions hereof, Landlord hereby leases
to Tenant and Tenant hereby  leases from Landlord the premises  reflected on the
floor plans set forth in Exhibit "A" hereto in the Building known as the Commons
Building D (the  "Building",  which term shall also include the related  parking
areas,  landscaping,  and  other  similar  improvements),  located  on the  land
described in Exhibit "B" hereto. Such premises, together with any other space in
the Building  leased by Tenant  pursuant  hereto,  are herein called the "Leased
Premises".

     B. The Net Rentable Area (defined  below) of the initial Leased Premises is
approximately  43,537 square feet, and the Rentable Area for the entire Building
is approximately 52,024 square feet."

3. TERM.  Article 1.02 and Article  1.03 are hereby  amended to read as follows:

     "1.02 TERM. Subject to the terms,  provisions and conditions  hereof,  this
Lease shall  continue in force for a term ("Term") of Ten (10) years,  beginning
on the 1st Day of May, 1997, and ending on the 30th day of June, 2007.

     A. Delays by Landlord.  If the Leased  Premises are not ready for occupancy
by such  commencement  date  because  of the  failure  of  Landlord  to  perform
Landlord's  obligations  under this Lease,  Landlord shall not be liable for any
claims,  damages,  or liabilities in connection  therewith or by reason thereof,
and the Term  shall  commence  on the date the  Leased  Premises  are  ready for
occupancy  by Tenant;  provided  that if the leased  Premises  are not ready for
occupancy  by July 1,  1997  because  of the  failure  of  landlord  to  perform
Landlord's  obligations  under this  Lease,  then  Tenant may as  Tenant's  sole
remedy,  terminate this Lease,  and receive,  in addition,  reimbursement of any
sums spent by Tenant for Tenant Improvements under Exhibit "C" hereto (excluding
Landlord's  Contribution).  Should the Term  commence  on a date other than that
specified above,  Landlord and Tenant will, at the request of either,  execute a
declaration specifying the actual commencement date. In such event, rental under
this Lease shall not commence until the actual commencement date, and the stated
Term shall thereupon commence and the expiration date shall be extended so as to
give effect to the full Term stated above.

     B. Delays by Tenant.  If the Leased  Premises  are not ready for  occupancy
because  of the  failure of Tenant to perform  Tenant's  obligations  under this
Lease, the commencement date of the Lease shall be May 1, 1997.

     C. Occupancy by Tenant for Improvements. Tenant shall be entitled to occupy
the  Premises  on the date that  Tenant  commences  construction  of the  Tenant
Improvements,  for the exclusive purpose of performing such Tenant Improvements,
such possession to be at all times subject to all of the terms and conditions of
this Lease.  Tenant shall pay Landlord a monthly rental during such construction
period equal to $15,000.00 per month,  for the months of March and April,  1997,
payable in advance on the first day of each such month.

     1.03 RENEWAL OPTION. Provided that Tenant is not in default under the terms
of the Lease, Landlord grants Tenant an option (the "Option") to renew the Lease
for a five (5) year term (the  "Option  Period")  commencing  July 1,  2007.  To
exercise the Option,  Tenant must notify  Landlord in writing prior to September
1, 2006,  of Tenant's  decision to exercise  the Option.  The terms of the lease
during the Option  Period shall be as set forth  herein  except for Base Rental,
which shall be calculated as set forth in Section 2.01 hereof."

4.       RENT.  Article 2.01 is hereby amended to read as follows:

     "2.01  INITIAL  BASE  RENTAL.  Tenant  shall pay a base  rental in  monthly
installments  ("Base  Rental") as set forth in this  Article 2. Such Base Rental
together  with all  increases  provided  for herein  shall be due and payable in
advance in twelve  (12)  equal  installments  on the first day of each  calendar
month  during the Term,  at  Landlord's  address as provided  herein (or at such
other place as Landlord may  hereafter  designate)  without  demand,  deduction,
abatement, or setoff (except as otherwise expressly provided for herein). If the
Term commences or ends on other than the first or last day of a calendar  month,
then the  installment  of Base  Rental for such  months  shall be  appropriately
prorated. The Base Rental shall be as follows:

     A.  Year One.  For the first  year of the  Lease,  Tenant  shall pay a Base
Rental of  $36,130.83  per month  (being  $10.00 per square foot of Net Rentable
Area of the Leased Premises per year).

     B. Years Two through Five. For years two through five of the lease,  Tenant
shall pay a Base  Rental of $43,537 per month  (being  $12.00 per square foot of
Net Rentable Area of the Leased Premises per year).

     C. Years Six through  Ten.  For years six through ten of the Lease,  Tenant
shall pay a Base Rental of $48,979.13 per month (being $13.50 per square foot of
Net Rentable Area of the Leased Premises per year).

     D. Renewal Option. The Base Rent for the Option Period shall be adjusted by
one hundred  percent  (100%) of the increase in the Consumer Price Index for All
Urban  Consumers U.S. City Average (All Items,  1982-1984=100)  published by the
Bureau of Labor  Statistics for the U.S.  Department of Labor (herein the "CPI")
from  January,  2002 to January 1, 2007.  Because the CPI is published at a date
after the commencement of the Option Period,  the adjustment shall be calculated
by Landlord as soon as it is available,  and the Base Rental adjustment shall be
retroactive  to the first  full month of the  Option  Period.  In the event that
Tenant exercises the Option, Tenant shall continue payment of the Base Rental in
effect  during  the last  month  of the  Term of the  Lease  until  notified  by
Landlord.  Upon receipt of such notice, Tenant shall commence payment of the new
Base Rental and, in addition,  shall pay to Landlord the difference  between the
new Base Rental and the Base Rental paid during each month of the Option  Period
prior to receipt of the notice.  The  calculation  of Base Rental for the Option
Period shall be done in the following manner:

     Multiply the month Base Rental in effect during year ten by a fraction, the
numerator of which is the Index number for January, 2007 (the first month of the
Option  Period),  and the  denominator of which is the Index number for January,
2002, as follows:

                                   CPI for January 2007
         $48,979.13  x     CPI for January 2002   = Option Base Rental

         In no event shall the  adjusted  Base  Rental for the Option  Period be
less than $48,979.13 per month."

     5. RATIFICATION. Except as modified hereby, the terms and conditions of the
Lease are hereby ratified and confirmed by Landlord and Tenant.

         Executed  to be  effective  as of October 4, 1996,  regardless  of when
actually signed.

                    LANDLORD:           ORSO PARTNERS, LTD.
                    By:                 ONALAR COMPANY, L.C., General Partner

                    By:                  /s/ Louis M. Alpern
                    Name:                Louis M. Alpern
                    Title:               Manager


                     TENANT:             FARAH U.S.A., INC.

                     By:                 /s/ Timothy B. Page
                     Name:               Timothy B. Page
                     Title:              Executive Vice President
                                         and Chief Operating Officer
<PAGE>