EXHIBIT 10.53

                               EMPLOYMENT AGREEMENT


         This  Employment  Agreement  is  entered  into  by  and  between  Farah
Incorporated,  a Texas corporation (the "Company"), and Richard C. Allender (the
"Executive").

         In  consideration  of the following and mutual covenants and agreements
hereinafter set forth, the Company and the Executive do hereby agree as follows:

         1.       Employment.

         (a) The Company hereby  employs the Executive and the Executive  hereby
agrees to serve as an employee of the Company or one or more of its subsidiaries
on the terms and conditions set forth herein.

         (b) The term of this  Agreement  shall  commence on the date hereof and
shall  continue for a three (3) year term (the  "Initial  Term").  The Agreement
shall  be  renewed  automatically  on a daily  basis  so that  the  term of this
Agreement shall continue for a full three year term. This term of this Agreement
may be terminated as provided in Section 4.

         (c) The Executive shall serve as President and Chief Executive  Officer
of the  Company  or such  other  offices  as the  Board  of the  Company  or its
subsidiaries  (the  "Boards")  shall  assign and shall  perform  such duties and
responsibilities as may from time to time be prescribed by the Boards,  provided
that such  duties  and  responsibilities  are  consistent  with the  Executive's
position.  The Executive shall perform and discharge faithfully,  diligently and
to the best of his ability such duties and responsibilities and shall devote all
of his working  time and efforts to the  business and affairs of the Company and
its subsidiaries.

         (d) In connection with his employment,  the Executive shall be based at
the Company's El Paso office, or such other location as may be agreeable to both
the Company and the Executive.

         2.       Compensation.

         (a) The Company  and/or its  subsidiaries  shall pay to the Executive a
minimum annual salary of $325,000,  or such additional amounts as the Boards may
approve (the "Base Salary"),  payable in monthly installments on the last day of
each month throughout the term of such employment,  subject to Section 4 hereof.
The Board, upon review of the Executive's  performance  and/or the profitability
of the  Company and its  subsidiaries,  may pay the  Executive  a bonus,  as the
Boards in their sole discretion may determine to be appropriate.

         (b) The Company and/or its subsidiaries shall pay to the Executive such
amounts as may be established  under any cash or equity incentive plans approved
by the Boards, based upon profit performance or stock values.
         (c) During the term of his employment hereunder, the Executive shall be
entitled to  participate  in or receive  benefits  under the Company's  employee
benefit plans and arrangements  which are available to senior executive officers
of the Company or its subsidiaries. Nothing paid to the Executive under any such
plans or  arrangements  shall be  deemed  to be in lieu of  compensation  to the
Executive hereunder.

         (d) The Company's agrees to pay the cost of premiums for a split-dollar
life  insurance  policy  for the  Executive  on such terms and  conditions,  and
containing  such benefits for the  Executive  and the Company,  as the Company's
Stock  Option  and  Compensation  Committee  may deem  appropriate.  The cost of
premiums for such  split-dollar  life insurance policy shall be not greater than
$121,000 per annum, unless otherwise agreed by the Company.  Except as otherwise
provided in Section 5 of this Agreement,  the Company shall be obligated  during
the term of this Agreement to pay a minimum of three annual premium  payments of
$121,000, or an aggregate amount of premiums of $363,000, including any payments
made during the Initial  Term or any term after the Initial  Term (the  "Minimum
Premium Commitment").

         3.       Unauthorized Disclosure and Activity.

         (a) While  employed  by the Company and for a period of three (3) years
after  termination of  employment,  the Executive  shall not,  without a written
consent  of the  Board or a person  duly  authorized  thereby,  disclose  to any
person,  other  than a person to whom  disclosure  is  reasonably  necessary  or
appropriate in connection with the performance by the Executive of his duties as
an  executive  officer  of  the  Company  or  its  subsidiaries,   any  material
confidential  information  obtained by him while in the employ of the Company or
its  subsidiaries  with respect to any of the  products,  improvements,  license
agreements, formulas, designs, methods of manufacture, vendors or customers, the
disclosure of which he knows or in the exercise of reasonable  care should know,
would be damaging to the Company or its subsidiaries;  provided,  however,  that
confidential  information  shall not include any information  known generally to
the public (other than as a result of unauthorized  disclosure by the Executive)
or any  information not otherwise  considered by the Boards to be  confidential.
The  Executive  shall not  disclose  any  confidential  information  of the type
described  above,  except  as may be  required  by law in  connection  with  any
judicial or administrative proceeding or inquiry.

         (b) In addition, the Executive shall not either during the term of this
Agreement or within three (3) years following termination of employment from any
reason  whatsoever,  solicit any employee of the Company or its  subsidiaries to
terminate his relationship  with the Company or its subsidiaries or to influence
an  employee  to seek  employment  with any  competitor  of the  Company  or its
subsidiaries.
     (c) (i)  Executive  agrees  that he will not  (without  the  prior  written
consent of the Company) at any time during the period beginning with termination
of  Executive's  employment  and ending one (1) year from the date  thereof (the
"Non-Compete  Period),  directly  or  indirectly,   either  individually  or  in
partnership  or  jointly  in  conjunction  with any  person  or  persons,  firm,
association,   syndicate,   company  or   corporation,   as  principal,   agent,
shareholder,  consultant,  officer, director,  employee or in any other capacity
whatsoever,  carry  on or be  engaged  in or be  concerned  with or  financially
interested in, or advise,  lend money to,  guarantee the debts or obligations of
or permit his name or any part  thereof to be used or employed by, any person or
persons,  firm,  association,  syndicate,  company  or  corporation  engaged  or
interested in or concerned with, any material aspect, directly or indirectly, of
the business in which the Company, or any of its subsidiaries or affiliates,  is
engaged on the date of  termination  in the United  States or in any  country in
which the  Company,  or any of its  subsidiaries  or  affiliates  conducts  such
business (the "Business").

     (ii) Notwithstanding  subsection (i) above, Executive may own or hold up to
5% of the  outstanding  shares of capital  stock of any  company  engaged in the
Business that is a  publicly-traded  company so long as Executive  does not have
any other relationship, directly or indirectly, with such company.

     (d) (i)  Executive  acknowledges  that a breach  by him of  Section 3 would
cause irreparable damage to the Company,  and in the event of Executive's actual
or threatened  breach of Section 3, the Company shall be entitled to a temporary
restraining  order and an injunction  restraining  Executive from breaching such
provisions  without the necessity of posting bond or proving  irreparable  harm,
such being  conclusively  admitted by  Executive.  Nothing shall be construed as
prohibiting  the Company  from  pursuing any other  available  remedies for such
breach or threatened  breach,  including,  without  limitation,  the recovery of
damages from Executive.  Executive  acknowledges that the restrictions set forth
in  Section 3 are  reasonable  in scope  and  duration  given the  nature of the
business of the Company.  Executive  agrees that the  issuance of an  injunction
will not pose an  unreasonable  restriction  on  Executive's  ability  to obtain
employment or other work following termination of this Agreement.

                  (ii)   Executive  has  carefully   read  and   considered  the
                  provisions of Section 3, and,  having done so, agrees that the
                  restrictions  set forth in such  sections  including,  without
                  limitation,  the time period of restriction  and  geographical
                  area of restriction are fair and reasonable and are reasonably
                  required for the  protection  of the interests of the Company.
                  Notwithstanding  the  foregoing,  in the event that any of the
                  provisions  of Section 3 hereof shall be held to be invalid or
                  unenforceable,   the   remaining   provisions   hereof   shall
                  nevertheless  continue to be valid and  enforceable  as though
                  the invalid or  unenforceable  part(s)  had not been  included
                  therein.  In the event that any  provisions of subsection  (b)
                  and  (c)  relating  to the  time  period  and/or  the  area of
                  restriction   shall  be  declared  by  a  court  of  competent
                  jurisdiction  to exceed the  maximum  time period or area such
                  court deems reasonable and  enforceable,  this Agreement shall
                  be reformed  by such court and the time period  and/or area of
                  restriction  deemed  reasonable  and  enforceable by the court
                  shall become and  thereafter be the maximum time period and/or
                  area of restriction.

         4.       Termination.

         (a)      Death.   The Executive's employment hereunder shall terminated
upon his death.

         (b) Incapacity.  The Company may terminate the  Executive's  employment
hereunder by giving written  Notice of  Termination,  as defined  below,  to the
Executive in the event of the  Executive's  incapacity due to physical or mental
illness which prevents the proper  performance of his duties set forth herein or
established  pursuant  hereto  for a  substantial  portion  of any six (6) month
period of the Executive's term of employment hereunder.

         (c)  Cause.  The  Company  may  terminate  the  Executive's  employment
hereunder for Cause by giving  written  Notice of  Termination to the Executive.
For the purpose of this  Agreement,  the Company shall have "Cause" to terminate
the  Executive's  employment  hereunder upon the  Executive's  (i) willful gross
failure to  materially  perform and  discharge  his duties and  responsibilities
hereunder or any breach by the Executive of the  provisions of Section 3 herein,
(ii) misconduct that is materially injurious to the Company or its subsidiaries,
or (iii)  conviction  of a  felony  involving  the  personal  dishonesty  of the
Executive or moral turpitude.

         (d)  Change in  Control.  In the event of a change  in  control  of the
Company,  the Executive may terminate his  employment (i) at any time during the
term of this Agreement, for Good Reason, by giving written notice to the Company
which  shall  set  forth  in  reasonable  detail  the  facts  and  circumstances
constituting  Good Reason, or (ii) on or after the date of the change in control
of the Company  for a period of one hundred and eighty  (180) day from and after
the date of the change in control of the  Company,  in his sole  discretion,  by
providing  written  notice  thereof  to the  Company.  The  date of  termination
specified in the notice shall be no earlier than the date 60 days after the date
such  notice is  delivered  or  mailed  to the  Company.  For  purposes  of this
Agreement:

         (i) "Change in  control" of the Company  shall mean a change in control
         of a nature that would be required to be reported  (assuming  each such
         event has not been  "previously  reported") in response to Item 1(a) of
         the  current  Report  on Form 8-K,  as in  effect  on the date  hereof,
         pursuant to Section 13 or 15(d) of the Securities  Exchange Act of 1934
         (the "Exchange Act"), provided that, without limitation,  such a change
         in  control  shall be deemed to have  occurred  at such time as (A) any
         "person",  as such term is used in Section  14(d) of the Exchange  Act,
         other than the Company, a wholly-owned subsidiary of the Company or any
         employee  benefit  plan  of the  Company,  or its  subsidiaries,  is or
         becomes  the  "beneficial  owner" (as  defined in Rule 13d-3  under the
         Exchange  Act),   directly  or   indirectly,   of  20%  (the  "Relevant
         Percentage")  or more of the  combined  voting  power of the  Company's
         common stock;  provided,  however, the Relevant Percentage shall be 40%
         solely in respect  of any  acquisitions  of common  stock by Georges or
         Paul  Marciano,  of  any  of  their  respective   affiliates,   or  (B)
         individuals who constitute the Board of Directors of the Company on the
         date hereof (the "Incumbent  Board") cease for any reason to constitute
         at least a  majority  thereof,  provided  that any  person  becoming  a
         director subsequent to the date hereof whose election or nomination for
         election by the  Company's  shareholders  was  approved by a vote of at
         least three quarters of the directors  comprising  the Incumbent  Board
         (either by a specific vote or by approval of the proxy statement of the
         Company in which such person is named as a nominee for director without
         objection  to such  nomination)  shall be, for  purposes of this clause
         (i),  considered  as though such person were a member of the  Incumbent
         Board.  Notwithstanding  anything in the foregoing to the contrary,  no
         change in control shall be deemed to have occurred for purposes of this
         Agreement by virtue of any transaction  which results in the Executive,
         or a group of persons which includes the Executive, acquiring, directly
         or  indirectly,  20%  or  more  of the  combined  voting  power  of the
         Company's common stock.

             (ii) "Good Reason" shall mean (A) a substantial  adverse  change in
         the  Executive's  status or position(s) as an executive  officer of the
         Company  or its  subsidiaries  as in  effect  immediately  prior to the
         change in control, including, without limitation, any adverse change in
         the  Executive's  status  or  position(s)  as a  result  of a  material
         diminution  in  duties or  responsibilities  or the  assignment  to the
         Executive of any duties or  responsibilities  which, in the Executive's
         reasonable  judgment,  are inconsistent with such status or position(s)
         or any removal of the  Executive  from or any failure to  reappoint  or
         reelect the Executive to such  position(s)  (except in connection  with
         the   termination   of  the   Executive's   employment   for  Cause  or
         incapability,  as a result of Executive's  death, or by Executive other
         than  for  Good  Reason);  (B)  a  reduction  by  the  Company  or  its
         subsidiaries  in the Executive's  Base Salary as in effect  immediately
         prior to the  change  in  control;  or (c) the  Executive'  s office is
         moved, without his mutual consent,  from the city where the Executive's
         office is located  immediately  prior to the change in control,  except
         for required travel on the Company's and it  subsidiaries'  business to
         an extent substantially consistent with the business travel obligations
         which  the  Executive  undertook  on  behalf  of  the  Company  or  its
         subsidiaries prior to the change in control.

         (e) Notice of Termination.  Any termination by the Company  pursuant to
the  Sections  4(b) or (c) above  shall be  communicated  by  written  Notice of
Termination  to the  Executive.  For  purposes of this  Agreement,  a "Notice of
Termination"  shall mean a notice which shall indicate the specific  termination
provision of this Agreement relied upon and shall set forth in reasonable detail
the facts and circumstances claimed to provide a basis for such termination. The
date of termination  specified in the Notice of Termination shall not be earlier
than the date such Notice is delivered or mailed to the Executive.

         5.       Payments to Executive upon Termination.

         (a) Death. If the Executive's  employment shall be terminated by reason
of death,  his estate  shall be paid all  salary,  bonus or other  Benefits,  as
defined below,  otherwise  payable to the Executive through the end of the month
in which his death occurred and the Company and its  subsidiaries  shall have no
further obligations to the Executive under this Agreement.

     (b) Incapacity.  If the  Executive's  employment is terminated by reason of
incapacity,  the Executive or person charged with legal  responsibility  for the
Executive's estate shall be entitled to be paid the following:

                   (i)     all  salary ,  bonus  or   other   Benefits   accrued
                           or accruable to the Executive  through  the  date  of
                           termination specified in the Notice of Termination;

                   (ii)    salary for  thirty-six  (36) months after the date of
                           such termination based on the Base Salary immediately
                           prior to the date of termination; and

                  (iii)    the  annual  premiums  for  the   split-dollar   life
                           insurance  policy  described under Section 2(d) until
                           the  earlier to occur of the date (A) of death of the
                           Executive,

except to the extent of unpaid premiums as of the date of death,  (B) no further
premium payments are required under the terms of such policy, or (C) the Minimum
Premium Commitment has been paid.

After  such  payments,  the  Company or its  subsidiaries  shall have no further
obligations to the Executive under this Agreement.

         (c) Cause. If the Executive's employment shall be terminated for Cause,
the  Company or its  subsidiaries  shall pay the  Executive  his Base Salary and
Benefits through the date of termination specified in the Notice of Termination,
and the Company and its  subsidiaries  shall have no further  obligations to the
Executive under this Agreement,  including,  but not limited to, any obligations
in respect of the Minimum Premium Commitment.

         (d)  Change  in  Control  and  Other  Than  Cause.  If the  Executive's
employment  is  terminated  (i) by the Company  other than as a result of death,
disability or Cause as specified in Sections 4(a), (b) or (c) above,  or (ii) by
the Executive as specified in Section 4(d),  the Executive  shall be entitled to
the following:

                                    (i)  payment of salary for  thirty-six  (36)
                           months  after the date of such  termination  based on
                           the  Base  Salary  immediately  prior  to the date of
                           termination,  except in the event of  termination  by
                           Executive pursuant to Section 4 (d)(ii) in which case
                           the  obligation   shall  be  payment  of  salary  for
                           eighteen   (18)   months   after  the  date  of  such
                           termination  based  on the  Base  Salary  immediately
                           prior to the date of termination;

                                    (ii)  the  Company  shall  maintain  in full
                           force and effect  for the  Executive's  benefit,  for
                           thirty-six  (36) months  (eighteen (18) months in the
                           event of termination by Executive pursuant to Section
                           4(d)(ii)) after such  termination,  the Benefits,  as
                           defined below; and

                                    (iii) payment of the annual premiums for the
                           split-dollar  life insurance  policy  described under
                           Section  2(d) until the  earlier to occur of the date
                           (A) of death of the  Executive,  except to the extent
                           of unpaid  premiums  as of the date of death,  (B) no
                           further premium payments are required under the terms
                           of such policy, or (C) the Minimum Premium Commitment
                           has been paid.

The term "Benefits shall mean all health insurance,  long-term disability,  life
insurance (excluding the split-dollar policy described in Section 2(d) and which
benefits  in respect  thereof  are  described  below) and  accidental  death and
disability   benefits  in  which  the  Executive  was  entitled  to  participate
immediately   prior  to  such   termination;   provided   that  such   continued
participation  is  possible  under  the  general  terms and  provisions  of such
programs,  plans and arrangements  providing for the Benefits;  provided further
that if the Executive's  participation in any such plan,  program or arrangement
is barred,  or any such plan,  program or  arrangement  is  discontinued  or the
Benefits thereunder  materially reduced,  the Company and its subsidiaries shall
arrange to provide the Executive  with Benefits  substantially  similar to those
which the  Executive  was  entitled to receive  under such plans,  programs  and
arrangements immediately prior to the date of the change in control. The Company
shall  also  make   available  to  the  Executive   federal  group  health  plan
continuation  coverage for the period following the period in which Benefits are
provided during the severance period.

         6. Stock  Options Upon  Termination.  To the extent the Executive is an
Optionee (as defined under the Company's 1991 Stock Option and Restricted  Stock
Plan (the "Plan")),  if the Executive's  employment is terminated without Cause,
the  Executive  may elect to extend  the  period  in which he may  exercise  his
options under the Plan to one (1) year after his termination; provided, however,
that if such options are exercised  after a period of ninety (90) days after his
employment  is  terminated,  such options will become  Nonstatutory  Options (as
defined in the Plan).

         7.       Limitation on Payments.

                  If any payments made  pursuant to the terms of this  Agreement
(or any other  agreement or arrangement  between the Company and the Executive),
when aggregated  with any other payments made to the Executive,  would result in
the imposition of an excise tax under Section 4999 of the Internal  Revenue Code
of 1986,  as amended,  the Company  shall pay to the  Executive,  in addition to
amounts  otherwise  payable under this Agreement,  an amount  sufficient,  after
federal  and state  income  taxes,  to pay the  excise  tax so  payable  and all
directly  related  interest  and  penalties  such  that  the net  amount  to the
Executive would be the same as if no excise tax had been imposed.

         8. Notices.  For the purpose of this  Agreement,  notices and all other
communications to either party hereunder  provided for in the Agreement shall be
in writing and shall be deemed to have been duly given when  delivered in person
or mailed by first-class mail or airmail, postage prepaid, addressed:

         in the case of the Company, to:

                  Farah Incorporated
                  8889 Gateway West
                  El Paso, Texas 79925
                  P.O. Box 9519
                  El Paso, Texas 79985
                  Attention: Corporate Secretary

         in the case of the Executive, to:

                  Richard C. Allender
                  900 Broadmoor
                  El Paso, Texas 79912

or to such other  address as either  party  shall  designate  by giving  written
notice of such change to the other party.

         9.  Miscellaneous.  No  provision  of this  Agreement  may be modified,
waived or discharged  unless such waiver,  modification or discharge is approved
by the Board of Directors of the Company and agreed to in writing  signed by the
Executive  and such officer as may be  specifically  authorized  by the Board of
Directors of the Company. No waiver by either party hereto of any breach of this
Agreement  shall be deemed a waiver  of  similar  or  dissimilar  provisions  or
conditions  of  this  Agreement.  No  agreements  or  representations,  oral  or
otherwise,  express or implied,  with respect to the subject  matter hereof have
been made by either party which are not set forth expressly in this Agreement.

         10. Validity. If any provision of this Agreement is held to be illegal,
invalid or  unenforceable  under any present or future law, such provision shall
be fully  severable,  this Agreement  shall be construed and enforced as if such
illegal,  invalid or unenforceable  provision had never comprised a part hereof,
the remaining provisions of this Agreement shall remain in full force and effect
and shall not be affected by the illegal,  invalid or unenforceable provision or
by its severance herefrom, and in lieu of such illegal, invalid or unenforceable
provision,  there  shall be added  automatically  as a part of this  Agreement a
legal,  valid and  enforceable  provision  as similar to the terms and intent of
such illegal, invalid or unenforceable provision as may be possible.

         11.  Survival.  The provisions of this Agreement  shall not survive the
termination of the Executive's employment hereunder,  except that the provisions
of Sections 3, 4, 5 and 6 hereof  shall  survive such  termination  and shall be
binding  upon  the  Executive's  personal  or legal  representative,  executors,
administrators,  successors,  heirs,  distributees,  devisees  and  legatees and
except that the  provisions  of Sections 2, 4, 5, 6 and 7 hereof  shall  survive
such termination and shall be binding upon the Company and its subsidiaries.

         12.   Counterparts.   This  Agreement   may  be  executed   in  one  or
more counterparts,  each of which shall be deemed to be an original  but all  of
which together will constitute one and the same instrument.
     
         13. Entire Agreement. This Agreement, together with any awards of stock
options or stock awards under the Company's  stock option and  restricted  stock
plans,  constitutes the full agreement and  understanding  of the parties hereto
regarding the employment of the Executive with the Company and its  subsidiaries
and all prior agreements or understandings are merged herein.

         14.  Arbitration and Attorneys' Fees. Any dispute arising in connection
with this Agreement shall be finally resolved by arbitration in El Paso,  Texas,
conducted pursuant to and in accordance with the commercial rules of arbitration
of the American  Arbitration  Association.  Any party may request arbitration by
sending  written notice to the other party.  In any such  arbitration,  the only
issues  to be  considered  and  determined  by the  arbitrators  shall be issues
pertaining to rights and  obligations of the parties under this  Agreement,  and
remedies  appropriate thereto. The decision and award of the arbitrator(s) shall
be final and binding upon the parties,  shall  constitute the sole and exclusive
remedy for any dispute  between the parties,  may be entered in any court having
jurisdiction  thereof,  and  application  may be made to such court for judicial
acceptance  and/or an order  enforcing such decision  and/or award. In the event
the arbitrator(s) determine there is a prevailing party in the arbitration,  the
prevailing  party shall recover from the losing party all costs of  arbitration,
including,  but not limited to arbitrator's fees and reasonable  attorneys' fees
incurred  by the  prevailing  party.  Notwithstanding  this  Section  14, and as
provided in Section  3(d) above,  nothing in this  arbitration  provision  shall
prevent  the Company  from  applying to a court of law or equity for a temporary
restraining  order, an injunction,  or similar  relief,  in order to enforce its
rights under Section 3 of this Agreement.


<PAGE>


IN WITNESS WHEREOF, the parties hereto have executed this Agreement effective as
of this 10th day of July, 1995.

                                  FARAH INCORPORATED



                                  By:   /s/ Timothy B. Page

                                  Title:  Executive Vice President
                                          Chief Operating Officer





                                   /s/ Richard C. Allender
                                   ----------------------------------
                                   Richard C. Allender, Executive