04/17/98
                               AMENDMENT NO. 11 TO
                           LOAN AND SECURITY AGREEMENT

         This Amendment No. 11 to Loan and Security Agreement (this "Amendment")
is  entered  into as of this  30th day of April,  1998,  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,
(x) an Amendment No. 9 to Loan and Security  Agreement dated as of May 30, 1997,
and (xi) an Amendment No. 10 to Loan and Security  Agreement and Waiver dated as
of September 24, 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:

<PAGE> 13

         2.1.Definitions. Section 1(A) is hereby amended by adding the following
                          definitions:

                           "'Eleventh  Amendment'  means that certain  Amendment
                  No.  11 to Loan and  Security  Agreement  between  Lender  and
                  Borrower dated as of April 30, 1998."

                           "'Eleventh  Amendment Effective Date' means April 30,
                  1998,  the date  upon  which  the  Eleventh  Amendment  became
                  effective  pursuant  to the  terms  and  upon  the  conditions
                  thereof."

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

                           "(N) Current Ratio. Borrower shall maintain its ratio
                  of Current Assets to Current  Liabilities,  measured as of the
                  end of each fiscal  quarter set forth in the table  below,  of
                  not less than the amount set forth opposite such quarter:

                              Test Date                        Current Ratio
                           April 30, 1998                       1.05 to 1.0
                            July 31, 1998                       1.00 to 1.0
                          October 31, 1998                      1.05 to 1.0
                          January 31, 1999                      0.90 to 1.0
                             Thereafter                         1.20 to 1.0"

                  2.3 Senior Debt Service Coverage. Paragraph 22 of the Addendum
         to the Loan Agreement is hereby amended to provide that, so long as any
         of the  Obligations  remain  outstanding  and the Loan  Agreement is in
         effect,  Borrower  shall  maintain its ratio of Operating  Cash Flow to
         Senior  Contractual  Debt  Service,  measured  as of the  end  of  each
         calendar month set forth in the table below (on a rolling  twelve-month
         basis), of not less than the amount set forth opposite such month:

                              Test Date                         Senior Debt
                                                               Service Ratio
                           April 30, 1998                       1.60 to 1.0
                            July 31, 1998                       1.15 to 1.0
                          October 31, 1998                      1.15 to 1.0
                          January 31, 1999                      1.30 to 1.0
                             Thereafter                         1.60 to 1.0

<PAGE> 14

                  2.4 Total Debt Service Coverage.  Paragraph 22 of the Addendum
         to the Loan  Agreement is hereby  further  amended to provide  that, so
         long  as  any  of the  Obligations  remain  outstanding  and  the  Loan
         Agreement is in effect,  Borrower shall maintain its ratio of Operating
         Cash Flow to Total Contractual Debt Service,  measured as of the end of
         each  calendar  month  set  forth  in the  table  below  (on a  rolling
         twelve-month  basis),  of not less than the amount  set forth  opposite
         such month:

                              Test Date                         Total Debt
                                                               Service Ratio
                           April 30, 1998                       1.40 to 1.0
                            July 31, 1998                       1.00 to 1.0
                          October 31, 1998                      1.00 to 1.0
                          January 31, 1999                      1.15 to 1.0
                             Thereafter                         1.40 to 1.0

         3. Effect as an Amendment. Other than as specifically set forth in this
Amendment,  the  remaining  terms  of the  Loan  Agreement  and the  other  Loan
Documents shall remain 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. Each reference to in
the Loan  Agreement  to "this  Agreement"  shall be  deemed to refer to the Loan
Agreement as amended  through and  including  the Eleventh  Amendment,  and each
reference in any other Loan  Document to the Loan  Agreement as amended  through
and including the Eleventh Amendment.

         4. No Waiver.  This  Amendment  in no way acts as a waiver by Lender of
any breach,  default,  Event of Default or condition  which,  with the giving of
notice or passing of time or both,  would  constitute  an Event of  Default,  of
Borrower  (whether known or unknown to Lender) or as a release or relinquishment
of any of the liens, security interests, rights or remedies securing payment and
performance of the Obligations or the enforcement thereof.  Nothing contained in
this  Amendment is intended to or shall be construed as relieving  any person or
entity,  whether a party to this  Amendment  or not, of any of such  person's or
entity's obligations to Lender.

         5. Amendment Fee. 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  Eleventh
Amendment  Effective Date the amount of FORTY-FIVE  THOUSAND  DOLLARS  ($45,000)
(the "Amendment Fee").  Borrower and Lender acknowledge that Lender may withhold
the  Amendment  Fee from the proceeds of the Total  Facility,  to the extent the
Amendment Fee is not paid prior to disbursement thereof.

<PAGE> 15

         6. Conditions  Precedent.  This Amendment 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 April 30, 1998:

                  (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 and
                         incorporated  herein by this reference;

                    (iii)A corporate  resolution and Certificate of Secretary of
                         each of Borrower and Guarantor, approving the
                        transactions contemplated hereby to which it is a party;

                    (iv)  An  Acknowledgment  and  Reaffirmation,  in  form  and
                          substance,  and  from  such  parties,  as  Lender  may
                          require; and

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

                  (b) 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.

                  (c) 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.

                  (d) 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.

                  (e)      Borrower shall have paid the Amendment Fee.
<PAGE> 16

         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.  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.

         11. Entire Agreement.  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.

         12. Counterparts;  Telefacsimile  Execution.  This Amendment (including
the  consents  attached  hereto)  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]

<PAGE> 17

                  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:
                                      Name:
                                      Title:


                   GENERAL TEXTILES, a California corporation

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




<PAGE> 18


                              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. 11 to Loan and Security  Agreement
(the "Eleventh 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 Eleventh
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 Eleventh  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 Eleventh 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 30th day of April, 1998.

                                                FAMILY BARGAIN CORPORATION,
                             a Delaware corporation


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