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 of 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:  6.35MM  Debt)  dated  as of May  30,  1997  (the  "6.35MM  Debt
Subordination Agreement").

                  5. FBC is a party to that certain Standstill and Subordination
Agreement dated as of November 10, 1995 (the "F2U Subordination Agreement").

                  6. 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, 6.35MM Debt Subordination Agreement and F2U
Subordination
Agreement.

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<PAGE> 29

                  7. 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. 10 to Loan and Security Agreement
and Waiver of even date herewith.

                  8. FBC has  received a copy of that  certain Loan and Security
Agreement  dated as of November 10, 1995, by and between FINOVA and Factory 2-U,
Inc., an Arizona  corporation,  and each amendment  thereto,  including  without
limitation  that  certain  Amendment  No. 7 to Loan and Security  Agreement  and
Waiver of even date herewith.

                  9.  Each  of  the  Affiliate  Debt  Subordination   Agreement,
Management Fees Subordination Agreement,  Intercreditor  Agreement,  6.35MM Debt
Subordination  Agreement and F2U  Subordination  Agreement remains in effect and
FBC re-states and confirms each term thereof,  notwithstanding  the terms of the
Amendment.

                  10. FBC restates 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,  6.35MM Debt
Subordination  Agreement and F2U Subordination  Agreement as if made on the date
hereof.

                  Executed as of this 24th day of September, 1997.

                           FAMILY BARGAIN CORPORATION


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

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