AMENDMENT NO. 10 TO
                     LOAN AND SECURITY AGREEMENT AND WAIVER


         This  Amendment No. 10 to Loan and Security  Agreement and Waiver (this
"Amendment")  is entered  into as of this 24th day of  September,  1997,  by and
between FINOVA  CAPITAL  CORPORATION,  a Delaware  corporation  ("Lender"),  and
GENERAL TEXTILES, a California corporation ("Borrower").

                              W I T N E S S E T H :

         WHEREAS,  Borrower and  Greyhound  Financial  Capital  Corporation,  an
Oregon  corporation,  predecessor  by merger and name change to Lender,  entered
into a Loan and Security  Agreement  dated as of October 14, 1993, as amended by
(i) an Amendment No. 1 to Loan and Security Agreement dated as of July 11, 1994,
(ii) an  Amendment  No. 2 to Loan and Security  Agreement  dated as of March 31,
1995,  (iii) an Amendment No. 3 to Loan and Security  Agreement dated as of July
27, 1995,  (iv) an Amendment  No. 4 to Loan and Security  Agreement  dated as of
November 10, 1995, (v) an Amendment No. 5 to Loan and Security  Agreement  dated
as of April 18,  1996,  (vi) an Amendment  No. 6 to Loan and Security  Agreement
dated  as of July  10,  1996,  (vii) an  Amendment  No.  7 to Loan and  Security
Agreement dated as of December 31, 1996, (viii) a Letter Agreement dated January
10, 1997 with respect to the  establishment of certain letters of credit (ix) an
Amendment  No. 8 to Loan and Security  Agreement and Waiver dated April 23, 1997
and (x) an Amendment  No. 9 to Loan and Security  Agreement  dated as of May 30,
1997 (as so amended, the "Loan Agreement"), that evidences a loan from Lender to
Borrower; and

         WHEREAS,  Borrower  has asked  Lender to modify the Loan  Agreement  in
accordance  with the terms of, and subject to the conditions  contained in, this
Amendment and Lender is willing so to amend the Loan  Agreement,  upon the terms
and conditions set forth herein.

         NOW,  THEREFORE,  in  consideration  of these  recitals,  the covenants
contained in this Amendment, and for other good and valuable consideration,  the
receipt and  sufficiency of which are hereby  acknowledged,  Lender and Borrower
agree as follows:

         1.  Definitions.  Unless  otherwise  defined  in  this  Amendment,  all
capitalized  terms used herein which are defined in the Loan  Agreement have the
same meaning as set forth in the Loan Agreement.

         2. Loan Agreement. The Loan Agreement is amended as follows:

                  2.1. Section 1(A) is hereby amended by adding or substituting,
         as the case may be, the following definitions:

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<PAGE> 19

     "'Advance Rate' means (i) during the period commencing October 1, 1997
through and including October 31, 1997, an amount equal to seventy-five  percent
(75.0%); (ii) during the period commencing November 1, 1997 through and
including December 15, 1997, an amount equal to seventy percent (70.0%); and
(iii) at all other times, an amount equal to sixty-five percent (65.0%)."

      "'Mowbray  Debt' means the settlement obligation of Borrower to William
Mowbray in the amount of $1,750,000."

      "'Temporary Availability' has the meaning given to it in paragraph
2(B)(i)."

      "'Tenth  Amendment' means that certain  Amendment No. 10 to Loan and
Security  Agreement between Lender and Borrower dated as of September 24, 1997."

      "'Tenth Amendment Effective Date' means September 24, 1997, the date upon
which the Tenth Amendment became effective pursuant to the terms and upon the
conditions thereof."


2.2. Paragraph 2(B) is hereby amended in its entirety to read as follows:

       "2(B) Loans.  Advances of the Total Facility shall be comprised of the
following:

           (i)  Inventory  Loans.  A revolving  line of credit   consisting  of
           loans against Borrower's Eligible Inventory ('Inventory Loans') in an
           aggregate  outstanding principal amount not to exceed the lesser of:

                (a)  the  sum  of  (1)  the   amount obtained when the
            Advance Rate is multiplied by the value of Borrower's Eligible
            Inventory, calculated at the lower of cost or market and determined
            on a  first-in, first-out basis (and after reserving for Inventory
            shrinkage in amounts determined by Lender from time to time  in  its
            sole discretion) minus (2) the aggregate face amount of al
            outstanding Letters of Credit; or

                 (b) Thirty-Five Million Dollars ($35,000,000) minus the sum of
            the aggregate outstanding  balances of (A) the Capex Note,
            (B) the Term Note and (C) the Additional Term Note.

Notwithstanding the foregoing, Availability  attributable to that portion of the
Advance  Rate  exceeding  the amount of sixty-five  percent  (65.0%)  (such

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<PAGE> 20

excess being herein the 'Temporary  Availability') shall not exceed (x) during
the period  commencing  October  1,  1997  through  and  including October  31,
1997, an amount equal to THREE MILLION FIVE HUNDRED THOUSAND DOLLARS 
($3,500,000), and (y) during the period commencing November 1, 1997 through and
including December 15, 1997, an amount equal to ONE MILLION SEVEN HUNDRED FIFTY
THOUSAND DOLLARS ($1,750,000).

              (ii) Capital Expenditure Line. The Capital Expenditure Line in
         such amounts and on such terms as are set forth in the Second Amendment
         and in the Capex Note.

              (iii) Term Loan. The Term Loan on such terms as are set  forth in
         the Fifth  Amendment  and in the Term Note.

              (iv) Additional Term Loan.  The Additional Term Loan on such terms
         as are set forth in the Sixth Amendment and in the Additional Term
         Note."

      2.3. For all purposes of the Loan Agreement as amended by the Tenth
Amendment, the value of Borrower's Eligible Inventory shall be calculated at the
lower of cost or market and determined on a first-in, first-out basis (and after
reserving for Inventory shrinkage in amounts determined by Lender from time to
time in its sole discretion).

      2.4. Paragraph 3(A) is hereby amended in its entirety to read as follows:

            "3(A) Interest. Borrower shall pay Lender interest on the daily
      outstanding  balance of Borrower's loan account at a per annum rate of
      three-quarters of one percent (0.750%) in excess of the rate of interest
      announced publicly by Citibank, N.A., from time to time as its "base rate"
      (or any  successor thereto), which may not be such institution's lowest
      rate (the "Base Rate"); provided, however, that the outstanding and unpaid
      principal balance of each of the Capex Note, the Term Note and the
      Additional Term Note shall accrue interest at the per annum rate
      respectively provided therein; provided further, however, that the
      outstanding and unpaid principal balance of any and all loans initially
      advanced against Temporary Availability shall accrue interest at the per
      annum rate of three percent (3.0%) in excess of the Base Rate.  The
      interest rate chargeable hereunder shall be increased or decreased, as the
      case may be, without notice or demand of any kind, upon the announcement
      of any change in the Base Rate. Each change in the Base Rate shall be
      effective hereunder on the first day following the announcement of such
      change, provided, that a cumulative change of less than one-fourth of one
      percent (0.25%) shall not be considered.  Interest charges and all other
      fees and charges herein shall be computed on the basis of a 

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<PAGE> 21

      year of 360 days and actual days elapsed and will be payable to Lender in
      arrears on the first day of each month hereafter at its address set forth
      in Exhibit B of the Original Agreement."

      2.5. Borrower acknowledges and agrees that Lender has no obligation to
fund any advance of Term Loan D.  Accordingly, each and every reference to each
of "Term Loan D" and "Term Note D" shall be deemed deleted and of no further
effect.

      2.6. Paragraph 14(N) is hereby amended in its entirety to read as follows:

           "(N) Current Ratio.  As of the end of each fiscal month of Borrower,
      through and including September 30, 1997, and as of the end of each
      quarter thereafter, beginning with the quarter ending October 31, 1997, 
      maintain a ratio of Current Assets to Current Liabilities of not less than
      1.2 to 1.0."

      2.7. Paragraph 14(P) is hereby amended in its entirety to read as follows:

           "(P) Debt to Net Worth.  As of the end of each fiscal month of
      Borrower, commencing with the month ending October 31, 1997, maintain a
      ratio of Indebtedness to Net Worth of not greater than 1.70 to 1.0.  For
      the purposes hereof, Net Worth shall not include the Guilford Subordinated
      Debt, the New Subordinated  Debt, the New Subordinated  Notes, the Junior
      Subordinated Reorganization Notes, the Subordinated Reorganization Notes,
      the Mowbray Debt or any indebtedness of Borrower incurred under or in 
      connection with real estate leases; further, Net Worth shall be increased
      by, and Indebtedness shall be decreased by, the unpaid and outstanding
      principal balance of the 6.35MM Debt at the end of the period to be 
      tested."

      2.8. Paragraph 15(I) is hereby amended in its entirety to read as follows:

           "15(I) Capital Expenditures.  Make or incur any Capital Expenditure
      except to the extent set forth in this paragraph.  Borrower shall be 
      permitted to make or incur Capital Expenditures during each fiscal year of
      Borrower in an aggregate amount not in excess of the sum of Six Million
      Five Hundred Thousand Dollars ($6,500,000); provided that all Capital
      Expenditures are made from (A) the proceeds of capital contributions made
      by Guarantor to Borrower, (B) the proceeds of Permitted Guarantor
      Indebtedness or(C) the proceeds of Permitted Equipment Indebtedness or
      (D) working capital representing the proceeds of an advance of the 
      Inventory Loans; provided further, that before the aggregate amount of
      Capital  Expenditures  incurred by Borrower and by Factory 2-U during any
      fiscal year of Borrower exceeds the amount of Three Million Dollars
      ($3,000,000), Borrower shall establish Availability of not less than Seven
      Hundred Thousand Dollars ($700,000) and shall maintain such Availability 
      for remaining portion of such fiscal year. The Availability required to be
      maintained by Borrower pursuant to this paragraph shall be in addition to
      
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<PAGE> 22

      any  required Availability which Borrower must establish and maintain
      pursuant to other provisions of the Loan Documents. The foregoing covenant
      shall  be  tested monthly."

      2.9. Paragraph 22 of the Addendum to the Loan Agreement, entitled "Debt
Service Coverage Ratio", shall be amended to provide that, commencing with the
quarter ending October 31, 1997, each of Senior Contractual Debt Service and
Total Contractual Debt Service covenant compliance shall be tested quarterly, 
on a cumulative quarter-to-date rolling basis up to twelve (12) months.
Paragraph 22 of the Addendum to the Loan Agreement shall be further amended to 
provide that so long as any of the Obligations remain outstanding and the Loan
Agreement is in effect, Borrower shall maintain a ratio of Operating Cash Flow
to Senior Contractual Debt Service of not less than 1.6 to 1.0.  Paragraph 22 of
the Addendum to the Loan Agreement shall be further amended to provide that so
long as any of the Obligations remain outstanding and the Loan Agreement is in
effect, Borrower shall maintain a ratio of Operating Cash Flow to Total 
Contractual Debt Service of not less than 1.4 to 1.0.

      2.10. All references to the "Loan Documents" shall be deemed to refer to 
any such Loan Documents as the same may be amended as of the Tenth Amendment
Effective Date, or as the same may subsequently be modified, amended, renewed or
restated.

      3. Waivers. Provided that the conditions precedent described in Section 6 
hereof are met to the satisfaction of Lender, and subject to the terms of this
Amendment,  Lender hereby waives Borrower's non-compliance with (i) the covenant
with  respect  to  Borrower's  ratio of Current  Assets to Current  Liabilities,
described in Section  14(N) of the Loan  Agreement,  through  Borrower's  fiscal
month ending  September  30, 1997,  (ii) the covenant with respect to Borrower's
ratio of  Indebtedness  to Net Worth,  described  in  Section  14(P) of the Loan
Agreement,  through Borrower's fiscal month ending September 30, 1997, (iii) the
covenant  with  respect to  Borrower's  ratio of  Operating  Cash Flow to Senior
Contractual Debt Service,  described in Paragraph 22 to the Addendum to the Loan
Agreement,  through  Borrower's fiscal month ending September 30, 1997, and (iv)
the covenant  with respect to Borrower's  ratio of Operating  Cash Flow to Total
Contractual Debt Service,  described in Paragraph 22 to the Addendum to the Loan
Agreement,  through  Borrower's  fiscal month  ending  September  30, 1997.  The
waivers set forth in this  Section 3 shall be  effective  only in this  specific
instance and for the specific purpose for which given, and Lender's  granting of
such  waivers  shall not entitle  Borrower to any further or other waiver in any
similar or other circumstances.

         4. Fees.  In  consideration  of Lender's  agreement  to enter into this
Amendment  and to the  modification  to the Loan  Documents  and the  waivers by
Lender described herein, Borrower agrees to pay on or before the Tenth Amendment
Effective  Date the amount of FIFTY  THOUSAND  DOLLARS  ($50,000).  Borrower and
Lender  acknowledge  that Lender may  withhold  the Fee from the proceeds of the
Total Facility, to the extent the Fee is not paid prior to disbursement thereof.

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<PAGE> 23

         5.  Subordination  Agreement.  Borrower  is a  party  to  that  certain
Standstill and Subordination  Agreement dated November 10, 1995, Factory 2-U and
Lender (the "GT Subordination Agreement"). Borrower hereby acknowledges that the
GT Subordination Agreement shall remain in full force and effect notwithstanding
the  making  of  Amendment  No.  7  to  the  Factory  2-U  Loan   Agreement  and
notwithstanding the making of any previous amendments thereto. Borrower restates
and confirms each of Borrower's  representations and warranties set forth the GT
Subordination Agreement as if made on the date hereof.

         6. Conditions Precedent.  This Amendment,  and the waivers described in
Section 3 above,  will not be effective  unless and until each of the  following
conditions  precedent  have  been  satisfied,  in  form,  manner  and  substance
satisfactory to Lender prior to September 24, 1997:

                  (a) Borrower shall have delivered or caused to be delivered to
         Lender  the  following  documents,  all  of  which  shall  be  properly
         completed, executed and otherwise satisfactory to Lender:

                  (i)    This Amendment;

                  (ii)   Consent of Guarantor in the form attached hereto;

                  (iii)  Such   acknowledgments,   reaffirmations   and
                  consents of third parties as Lender shall deem necessary;

                  (iv) A corporate resolution of Borrower approving the
                  transactions contemplated hereby to which it is a party;

                  (v)  A corporate resolution of Guarantor approving the
                  transactions contemplated hereby to which it is a party;

                  (vi) Such other items as Lender may require or deem necessary.

                  (b) Lender and  Factory 2-U shall have  executed an  Amendment
         No. 7 to the  Factory  2-U Loan  Agreement  and each  condition  to the
         effectiveness   thereof  shall  have  been  satisfied  other  than  the
         execution of this Amendment.

                  (c) There  shall not then exist an Event of Default or any act
         or event which with notice,  passage of time, or both would  constitute
         an Event of Default.

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<PAGE> 24

                  (d) All the representations and warranties of the Loan Parties
         in the  Loan  Documents  shall  be true and  correct,  in all  material
         respects,  before  and  after  giving  effect  to the  making  of  this
         Amendment.

                  (e) Borrower shall have paid all closing costs, recording fees
         and taxes,  appraisal  fees and  expenses,  travel  expenses,  fees and
         expenses of Lender's counsel, and all other costs and expenses incurred
         by  Lender  in  connection  with the  preparation  of,  closing  of and
         disbursement of the advances  pursuant to this Amendment,  which costs,
         fees and expenses may be payable from the first  advance made  pursuant
         to this Amendment.

                  (f)      Borrower shall have paid the Fee.

         7.   Indebtedness   Acknowledged.   Borrower   acknowledges   that  the
indebtedness evidenced by the Loan Documents is just and owing and agrees to pay
such  indebtedness in accordance with the terms of the Loan Documents.  Borrower
further  acknowledges and represents that no event has occurred and no condition
presently  exists that would  constitute a default or event of default by Lender
under the Loan  Agreement  or any of the other Loan  Documents,  with or without
notice or lapse of time.

         8.  Validity  of  Documents.   Borrower  hereby  ratifies,   reaffirms,
acknowledges  and agrees that the Loan  Agreement  and the other Loan  Documents
represent valid,  enforceable and collectable  obligations of Borrower, and that
Borrower  presently has no existing claims,  defenses (personal or otherwise) or
rights of setoff  whatsoever  with respect to the  Obligations of Borrower under
the Loan  Agreement  or any of the other Loan  Documents.  Borrower  furthermore
agrees that it has no defense, counterclaim,  offset, cross-complaint,  claim or
demand  of any  nature  whatsoever  which  can be  asserted  as a basis  to seek
affirmative relief or damages from Lender.

         9.  Reaffirmation  of Warranties.  Borrower hereby  reaffirms to Lender
each of the representations, warranties, covenants and agreements of Borrower as
set forth in each of the Loan  Documents  with the same  force and  effect as if
each were  separately  stated  herein and made as of the date  hereof.  Borrower
represents and warrants to Lender that with respect to the financing transaction
herein  contemplated,  no  Person  is  entitled  to any  brokerage  fee or other
commission and Borrower agrees to indemnify and hold Lender harmless against any
and all such claims.

         10.  Ratification  of Terms and Conditions.  All terms,  conditions and
provisions of the Loan Agreement,  and of each of the other Loan Documents shall
continue  in full force and effect and shall  remain  unaffected  and  unchanged
except as specifically  amended hereby. In the event of any conflict between the
terms and conditions of this Amendment and any of the other Loan Documents,  the
provisions of this Amendment shall control.  Without  limiting the generality of
the foregoing, Borrower reaffirms its obligation to deliver to Lender Landlord's
Consents with respect to all of Borrower's  facilities in which Collateral is or
is intended to be kept or maintained  and further  acknowledges  that Lender has
not waived its right to require the delivery of such Landlord's Consents.

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<PAGE> 25

         11.  Other  Writings.  Lender  and  Borrower  will  execute  such other
writings as may be  necessary to confirm or carry out the  intentions  of Lender
and Borrower evidenced by this Amendment.

         12.  Benefit  of the  Amendment.  The  terms  and  provisions  of  this
Amendment  and the other Loan  Documents  shall be binding upon and inure to the
benefit of Lender and  Borrower  and their  respective  successors  and assigns,
except that  Borrower  shall not have any right to assign its rights  under this
Amendment or any of the Loan Documents or any interest therein without the prior
written consent of Lender.

         13.  Choice of Law.  The Loan  Documents  and this  Amendment  shall be
performed and construed in accordance with the laws of the State of Arizona.

         14. Entire  Agreement.  Except as modified by this Amendment,  the Loan
Documents  remain in full force and effect.  The Loan  Documents  as modified by
this Amendment  embody the entire agreement and  understanding  between Borrower
and Lender, and supersede all prior agreements and  understandings  between said
parties relating to the subject matter thereof.

         15. Counterparts; Telecopy Execution. This Amendment may be executed in
any number of  separate  counterparts,  all of which when taken  together  shall
constitute   one  and   the   same   instrument,   admissible   into   evidence,
notwithstanding  the fact that all parties have not signed the same counterpart.
Delivery of an executed  counterpart of this Amendment by telefacsimile shall be
equally as  effective  as delivery of a manually  executed  counterpart  of this
Amendment.  Any party  delivering an executed  counterpart  of this Amendment by
telefacsimile  shall  also  deliver  a  manually  executed  counterpart  of this
Amendment,  but the failure to deliver a manually executed counterpart shall not
affect the validity, enforceability, and binding effect of this Amendment.

                            [SIGNATURE PAGE FOLLOWS]
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<PAGE> 26


                  IN WITNESS  WHEREOF,  the  parties  hereto  have  caused  this
Amendment to be duly executed as of the day and year first written above.


                            FINOVA CAPITAL CORPORATION, a Delaware
                            corporation, successor-by-merger to Greyhound
                            Financial Capital Corporation, an Oregon corporation

                            By:   /s/ Pete Martinez
                                  Name:  Pete Martinez
                                  Title: Vice President


                            GENERAL TEXTILES, a California corporation

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

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<PAGE> 27

                              CONSENT OF GUARANTOR

                  The undersigned ("Guarantor") hereby executes this Consent for
the  purpose  of  (i)  evidencing  Guarantor's  consent  to  the  execution  and
performance of the foregoing Amendment No. 10 to Loan and Security Agreement and
Waiver (the "Tenth  Amendment")  by Lender and Borrower,  (ii)  reaffirming  the
terms  of  the  Guaranty  Agreement  executed  by  Guarantor,  (iii)  evidencing
Guarantor's  agreement  that  the  Borrower's  Obligations  as set  forth in the
Guaranty  Agreement  shall,  for all purposes,  include the Loan  Documents,  as
amended by the Tenth Amendment, and shall further include all additional amounts
which may be funded or  advanced  to  Borrower  pursuant  to the Loan  Agreement
described  above as  amended  by the Tenth  Amendment,  and (iv)  ratifying  and
affirming  all terms and  provisions  of the Guaranty  Agreement.  Except to the
extent otherwise indicated, terms used herein with initial capital letters shall
have the  meanings  set forth in the Loan  Agreement,  as  amended  by the Tenth
Amendment.

                  Guarantor agrees that it has no defense, counterclaim, offset,
cross-complaint,  claim or demand of any nature whatsoever which can be asserted
as a basis to seek affirmative relief or damages from Lender.

                  IN WITNESS WHEREOF, the undersigned has hereunto executed this
Consent as of this 24th day of September, 1997.

                           FAMILY BARGAIN CORPORATION,
                           a Delaware corporation


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

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