ACKNOWLEDGMENT AND REAFFIRMATION

The undersigned,  FAMILY BARGAIN  CORPORATION,  a Delaware  corporation  ("FBC")
acknowledges:

1.   FBC is a party to that certain Standstill and Subordination  Agreement (re:
     Affiliate  Debt)  dated as of July 11,  1994,  as amended  by that  certain
     Amendment No. 1 to Standstill and Subordination Agreement dated as of March
     31, 1995, and that certain  Amendment No. 2 to Standstill and Subordination
     Agreement  dated  as of July 27,  1995 (as  amended,  the  "Affiliate  Debt
     Subordination Agreement").
2.   FBC is a party to that certain Subordination and Standstill Agreement dated
     October 14, 1993, as amended by that certain  Amendment No. 1 to Standstill
     and  Subordination  Agreement dated as of July 11, 1994, as amended by that
     certain Amendment No. 2 to Standstill and Subordination  Agreement dated as
     of March 31,  1995,  and that certain  Amendment  No. 3 to  Standstill  and
     Subordination  Agreement  dated  as of  July  27,  1995  (as  amended,  the
     "Management Fees Subordination Agreement").
3.   FBC is a party to that certain Intercreditor,  Standstill and Subordination
     Agreement  dated as of October 14, 1993,  originally  executed by and among
     Greyhound Financial Capital Corporation, Westinghouse Electric Corporation,
     Guilford Investments, Inc. and General Textiles, as amended by that certain
     Amendment No. 1 to Intercreditor,  Standstill and  Subordination  Agreement
     dated as of July 11, 1994, that certain  Amendment No. 2 to  Intercreditor,
     Standstill and  Subordination  Agreement  dated as March 31, 1995, and that
     certain  Amendment No. 3 to  Intercreditor,  Standstill  and  Subordination
     Agreement  dated  as of July  27,  1995  (as  amended,  the  "Intercreditor
     Agreement").
4.   FBC is a party to that certain  Subordination and Standstill Agreement (re:
     6.35 MM Debt)  dated as of May 30,  1997 (the  "6.35MM  Debt  Subordination
     Agreement").
5.   FINOVA  Capital  Corporation,  successor  by  merger  and  name  change  to
     Greyhound Financial Capital  Corporation  ("FINOVA") is also a party to the
     Affiliate  Debt  Subordination  Agreement,  Management  Fees  Subordination
     Agreement, Intercreditor Agreement and 6.35MM Debt Subordination Agreement.
6.   FBC has received a copy of that certain Loan and Security  Agreement  dated
     as of October 14,  1993,  by and between  FINOVA and  General  Textiles,  a
     California  corporation,  and each  amendment  thereto,  including  without
     limitation, that certain Amendment No. 11 to Loan and Security Agreement of
     even date herewith.

<PAGE> 20

7.   FBC hereby agrees that each of the Affiliate Debt Subordination  Agreement,
     Management Fees Subordination  Agreement,  Intercreditor Agreement and 6.35
     MM Debt  Subordination  Agreement  remains  in  effect  and FBC  re-states,
     affirms and confirms  each term thereof,  notwithstanding  the terms of the
     Amendment.
8.   FBC  restates,  affirms  and  confirms  each of FBC's  representations  and
     warranties set forth in each of the Affiliate Debt Subordination Agreement,
     Management Fees Subordination Agreement, Intercreditor Agreement and 6.35MM
     Debt Subordination Agreement as if made on the date hereof.

Executed as of this 30th day of April, 1998.

FAMILY BARGAIN CORPORATION


By: /s/ Jonathan W. Spatz
Name: Jonathan W. Spatz
Title:  Executive Vice President