NEITHER THIS  WARRANT NOR THE SHARES OF COMMON STOCK  ISSUABLE
                  ON EXERCISE OF THIS  WARRANT  MAY BE  TRANSFERRED  EXCEPT IN A
                  TRANSACTION  REGISTERED  UNDER THE  SECURITIES ACT OF 1933, AS
                  AMENDED, OR WHICH IS EXEMPT FROM THE REGISTRATION REQUIREMENTS
                  OF THAT ACT.

VOID AFTER 5:00 P.M., NEW YORK CITY TIME, ON MAY 28, 2005.

No. W-1  274,418 SHARES


                           WARRANT TO PURCHASE SHARES
                                 OF COMMON STOCK
                          OF FAMILY BARGAIN CORPORATION

                     TRANSFER RESTRICTED -- SEE SECTION 5.01


         This  certifies  that  London  Pacific  Life  &  Annuity  Company,   or
registered  assigns,  (the "Warrant Holder") is entitled to purchase from FAMILY
BARGAIN CORPORATION (the "Company"), a Delaware corporation,  at any time before
5:00 P.M.,  New York City time,  on the  Expiration  Date  described  in Section
1.01(c),  the number of fully paid and nonassessable shares of Common Stock, par
value  $.01 per share,  of the  Company  ("Common  Stock")  stated  above at the
Exercise Price described in Section  1.01(b).  The Exercise Price and the number
and nature of the  Warrant  Shares  which may be  purchased  on exercise of this
Warrant are subject to adjustment as provided in Article III.

                                    ARTICLE 1

                                   Definitions

         Section  1.01.  The  term  "Business  Day"  means  a day  other  than a
Saturday,  Sunday  or  other  day on which  banks  in the  State of New York are
authorized by law to remain closed.

The term "Exercise Price" means,  $6.00 per share, as that price may be adjusted
from time to time as provided in Article III.

The term "Expiration Date" means May 28, 2005.

The term  "Warrant  Holder"  means the person or entity named above or any other
person or entity in whose name this  Warrant is  registered  on the books of the
Company.

<PAGE> 88

The term "Warrants"  means this Warrant and all warrants of like tenor (together
evidencing  the right to  purchase  a total of 274,418  shares of Common  Stock)
originally  issued under a Note Exchange  Agreement dated April 30, 1998 between
the Company and the persons  referred to in that Note Exchange  Agreement as the
Noteholders.

The term "Warrant  Shares" means the shares of Common Stock or other  securities
deliverable upon exercise of the Warrants.


                                   ARTICLE II

                        Duration and Exercise of Warrant

         Section  2.01.  This  Warrant may be  exercised at any time before 5:00
P.M.,  New York City  time,  on the  Expiration  Date.  If this  Warrant  is not
exercised at or before 5:00 P.M., New York City time, on the Expiration Date, it
will become void and neither the Warrant  Holder nor any other  person will have
any rights under this Warrant.

         Section 2.02. To exercise this Warrant in whole or in part, the Warrant
Holder  must  surrender  this  Warrant,  with the  Subscription  Form on it duly
executed,  to the Company at its principal office  accompanied by a certified or
official  bank check  payable to the order of the Company in an amount  equal to
the  Exercise  Price for the  Warrant  Shares as to which this  Warrant is being
exercised.

When the Company receives this Warrant with the Subscription  Form duly executed
and  accompanied by payment of the full Exercise Price for the Warrant Shares as
to which this Warrant is being exercised,  the Company will issue  certificates,
registered  in the  name of the  Warrant  Holder  or  such  other  names  as are
designated  by the Warrant  Holder,  representing  the total number of shares of
Common  Stock (and other  securities,  if any) as to which this Warrant is being
exercised, in such denominations as are requested by the Warrant Holder, and the
Company will deliver those certificates to the Warrant Holder.

If the Warrant Holder  exercises this Warrant with respect to fewer than all the
Warrant  Shares to which it relates,  the Company will execute a new Warrant for
the balance of the Warrant  Shares that may be purchased  upon  exercise of this
Warrant and deliver that new Warrant to the Warrant Holder.

The Company  will pay any taxes which may be payable in respect of the  issuance
of Warrant Shares or in respect of the issuance of a new Warrant if this Warrant
is  exercised as to fewer than all the Warrant  Shares to which it relates.  The
Company will not,  however,  be required to pay any  transfer tax which  becomes
payable  because  Warrant Shares or a new Warrant are to be registered in a name
other than that of the Warrant  Holder,  and the Company will not be required to
issue any Warrant  Shares or to issue a new Warrant  registered  in a name other
than that of the Warrant Holder until the Company  receives either evidence that
any  applicable  transfer  taxes have been paid or funds with which to pay those
taxes.

<PAGE> 89
                                   ARTICLE III

                      Adjustment of Shares of Common Stock
                        Purchasable and of Warrant Price

         Section  3.01.  The  Exercise  Price and the shares of Common  Stock or
other securities  issuable on exercise of this Warrant are subject to adjustment
as follows:

If, after April 15,  1998,  the Company (i) makes a  distribution  on its Common
Stock in shares of its capital stock,  (ii)  subdivides the  outstanding  Common
Stock into a greater number of shares, or (iii) combines the outstanding  Common
Stock into a lesser number of shares,  in each such case,  the Exercise Price in
effect at the record  date for the  distribution  or the  effective  date of the
subdivision  or  combination  will be  adjusted  so that upon  exercise  of this
Warrant  after the record  date or  effective  date with  respect to a specified
number of Warrant Shares, the Warrant Holder will receive the number and kind of
shares  which the  Warrant  Holder  would have owned if the  Warrant  Holder had
exercised this Warrant with respect to that number of Warrant Shares immediately
before  the  first of  those  events  and  retained  all the  shares  and  other
securities  which  the  Warrant  Holder  received  as a result  of each of those
events.

If, after April 15, 1998,  the Company  fixes a record date for the issuance (or
issues  without  fixing a record  date) to the  holders of the  Common  Stock of
rights,  options  (other than  options  granted to employees or directors of the
Company or its subsidiaries under Plans approved by the Company's  stockholders)
or warrants to subscribe for or purchase Common Stock,  or securities  which are
convertible into or exchangeable for Common Stock, at an exercise, conversion or
exchange  price per  share  less than the  lesser of (i) the  Exercise  Price in
effect,  or (ii) the mean of the high and low sale  prices of the  Common  Stock
reported in the principal market on which the Common Stock is traded (which,  on
April 15,  1998 is the Nasdaq  Small-Cap  market) on the record  date (or on the
date of  issuance,  if there is no record  date),  the  Exercise  Price  will be
adjusted by multiplying the Exercise Price in effect  immediately  prior to that
record date (or  issuance  date) by a fraction,  the  numerator  of which is the
number of shares of Common Stock outstanding on that record date plus the number
of shares of Common Stock which the aggregate  exercise,  conversion or exchange
price would purchase at that Exercise Price and the  denominator of which is the
number of shares of Common  Stock  outstanding  on that record date (or issuance
date) plus the number of  additional  shares of Common  Stock  which the Company
would be  required  to issue upon  exercise,  conversion  or exchange of all the
rights,  options,  warrants or  convertible  or  exchangeable  securities.  Each
adjustment will become effective at the close of business on the record date for
issuance  of the  rights,  options,  warrants  or  convertible  or  exchangeable
securities  (or the  date of  issuance,  if there is no  record  date).  For the
purposes of this Section 3.01(b), the exercise,  conversion or exchange price of
rights, options, warrants or convertible or exchangeable securities will include
any  consideration  the holders of the Common Stock are required to pay in order
to  receive  the  rights,  options,  warrants  or  convertible  or  exchangeable
securities,  as well as any  consideration  the holders are required to pay upon
exercise,  conversion or exchange (other than surrender of the securities  being
exercised, converted or exchanged). If the right to exercise any rights, options
or  warrants,  or  to  convert  or  exchange  any  convertible  or  exchangeable
securities,  the issuance of which results in an  adjustment  under this Section
3.01(b), expires in whole or in part without that right's being exercised,  when
that  occurs,  the  Exercise  Price will be  readjusted  as though  the  rights,
options,  warrants or  convertible  or  exchangeable  securities  which were not
exercised,  converted or exchanged had not been issued. However, no readjustment
will  affect  any  exercise  of  this  Warrant  which  takes  place  before  the
readjustment.

<PAGE> 90

If, after April 15, 1998,  the Company  distributes to the holders of its Common
Stock any cash (other than a cash dividend  which,  together with all other cash
dividends  paid within 12 months  before the record date for the cash  dividend,
does not exceed five percent of the Exercise  Price in effect on the record date
for the cash  dividend),  evidences of  indebtedness or other assets (other than
distributions  to which Section 3.01(a) or (b) applies),  in each such case, the
Exercise Price will be adjusted by subtracting from the Exercise Price in effect
immediately  prior to the  record  date for the  determination  of  stockholders
entitled  to  receive  the  distribution,  the value of the cash,  evidences  of
indebtedness or other assets to be distributed with respect to a share of Common
Stock.  Each  adjustment  under this  Section  will be effective at the close of
business on the record date for the  determination  of stockholders  entitled to
receive the distribution which results in the adjustment. The value of evidences
of indebtedness or other assets will be their fair market value as determined in
good faith by the Board of Directors of the Company.

If, after April 15, 1998, the Company sells or otherwise issues any Common Stock
(other than in a transaction to which Section  3.01(a)  applies or upon exercise
of rights,  options or warrants,  or  conversion or exchange of  convertible  or
exchangeable  securities)  at a price per share which is less than the lesser of
(i) the Exercise Price in effect  immediately before the sale or other issuance,
or (ii) the Market Price on the day before the sale or other  issuance,  in each
such case,  the  Exercise  Price  will be  adjusted,  effective  at the close of
business on the day of the sale or other  issuance,  by multiplying the Exercise
Price in effect  immediately before the sale or other issuance by a fraction (i)
the  numerator  of which will be equal to the sum of (A) the number of shares of
Common Stock outstanding  immediately before the sale or other issuance plus (B)
the number of shares of Common  Stock which could be  purchased  at the Exercise
Price in  effect  immediately  before  the sale or other  the  issuance  for the
consideration  received by the Company upon the sale or other issuance, and (ii)
the  denominator  of which  will be the total  number of shares of Common  Stock
outstanding  immediately  after the sale or other issuance.  If, after April 15,
1998,  the Company sells or otherwise  issues any rights,  options,  warrants or
convertible or  exchangeable  securities  (other than in a distribution to which
Section 3.01(b) applies and other than options granted to employees or directors
of the  Company  or its  subsidiaries  under  plans  approved  by the  Company's
stockholders), when it does so it will, for the purpose of this Section 3.01(d),
be treated as having  sold the Common  Stock it would be  required to issue upon
exercise of all the rights,  options or warrants, or upon conversion or exchange
of all the convertible or exchangeable  securities,  for a price per share equal
to (i) (A) the  total  price  paid  for  the  rights,  options  or  warrants  or
convertible or exchangeable  securities,  divided by (B) the number of shares of
Common  Stock  issuable  on  exercise,  conversion  or  exchange  of the rights,
options,  warrants or  convertible  or  exchangeable  securities,  plus (ii) any
additional  consideration  per share of  Common  Stock  which  must be paid upon
exercise of the rights,  options or  warrants or  conversion  or exchange of the
convertible or exchangeable  securities  (other than surrender of the securities
being exercised,  converted or exchanged).  If the right to exercise any rights,
options or warrants,  or to convert or exchange any  convertible or exchangeable
securities,  the issuance of which results in an  adjustment  under this Section
3.01(d), expires in whole or in part without that right's being exercised,  when
that  occurs,  the  Exercise  Price will be  readjusted  as though  the  rights,
options,  warrants or  convertible  or  exchangeable  securities  which were not
exercised,  converted or exchanged had not been issued. However, no readjustment
will  affect  any  exercise  of  this  Warrant  which  takes  place  before  the
readjustment.

<PAGE> 91

If, after April 15, 1998, there is a  reclassification  or change of outstanding
shares of Common Stock (other than a change in par value or a change as a result
of a subdivision or combination to which Section 3.01(a) applies) or a merger or
consolidation   of  the  Company  with  any  other  entity  that  results  in  a
reclassification,  change,  conversion,  exchange or cancellation of outstanding
shares of Common Stock,  or a sale or transfer of all or  substantially  all the
assets of the Company and  distribution  of all or a portion of the  proceeds of
that sale or  transfer,  upon any  subsequent  exercise of this  Warrant as to a
specified  number of Warrant  Shares,  the  Warrant  Holder  will be entitled to
receive the kind and amount of  securities,  cash and other  property  which the
Warrant  Holder would have  received if the Warrant  Holder had  exercised  this
Warrant as to that number Warrant Shares  immediately  before the first of those
events and had retained all the securities,  cash and other assets received as a
result of these events.

If all or part of the consideration  for, or payable on exercise,  conversion or
exchange  of,  any  shares  of  Common  Stock,  rights,  options,   warrants  or
convertible or  exchangeable  securities is other than cash, for the purposes of
this Section 3.01, the non-cash  consideration will be valued at its fair market
value as determined  in good faith by the Board of Directors of the Company.  If
in  connection  with  any  sale or  other  issuance  of  Common  Stock  or other
securities or assets,  the Company is required to pay underwriting  discounts or
other  fees  or  commissions,  for  the  purposes  of  this  Section  3.01,  the
consideration  the Company  receives  will be the amount it receives  net of the
underwriting discounts, fees or commissions.

If the exercise price of any rights,  options or warrants,  or the conversion or
exchange price of any convertible or exchangeable securities, is changed, on the
day the change becomes  effective,  the Company will be treated for the purposes
of the  Warrants  as having  (i)  cancelled  the  outstanding  rights,  options,
warrants or  convertible  or  exchangeable  securities  which were  exercisable,
convertible  or  exchangeable  at the prior  price and (ii)  issued new  rights,
options,   warrants  or  convertible  or  exchangeable   securities   which  are
exercisable, convertible or exchangeable at the new price.

No adjustment in the Exercise  Price will be required if the  adjustment is less
than $.10 per Warrant Share. However, any adjustments which are not made because
of this Section  3.01(h)  will be carried  forward and taken into account in any
subsequent adjustments. All calculations under this Section 3.01 will be made to
the nearest cent or to the nearest whole share, as the case may be.

Upon each  adjustment of the Exercise  Price under this Section 3.01, the number
of Warrant  Shares  which will be issued upon  exercise of this  Warrant will be
adjusted so that (i) if this Warrant is exercised  in full,  the Warrant  Holder
will receive (A) the number of Warrant  Shares the Warrant  Holder would receive
by exercising this Warrant in full immediately before the adjustment,  times (B)
the Exercise Price in effect immediately  before the adjustment,  divided by (C)
the Exercise Price in effect after the  adjustment,  and (ii) if this Warrant is
exercised  only in part,  the Warrant  Holder will  receive the  fraction of the
number of Warrant  Shares the  Warrant  Holder  would  have  received  if it had
exercised  this Warrant in full of which the  numerator is the number of Warrant
Shares as to which this Warrant is exercised  and the  denominator  is the total
number of Warrant Shares issuable on exercise of this Warrant.

<PAGE> 92

If any  adjustment  in the Exercise  Price or in the number of shares or type of
securities to be issued upon exercise of this Warrant becomes  effective as of a
record date for a specified  event,  and this Warrant is exercised  between that
record date and the date the event occurs, the Company may elect to defer, until
the event  occurs,  issuing to the Warrant  Holder the shares of Common Stock or
other  securities  to which the Warrant  Holder is entitled  solely by reason of
that event.  However,  if the Company does that, when this Warrant is exercised,
the Company  will deliver to the Warrant  Holder a due bill or other  instrument
evidencing the Warrant Holder's right to receive the additional  shares or other
securities upon occurrence of the event.

         Section  3.02.  Whenever  the  Exercise  Price or the number of Warrant
Shares are  adjusted as provided in this  Section,  the Company will send to the
Warrant Holder a certificate signed by its principal  accounting officer setting
forth the adjusted Exercise Price, the adjusted number of Warrant Shares and the
date the adjustment became effective,  and containing a brief description of the
events which caused the adjustment.

         Section 3.03. If at any time after April 15, 1998:

the Company declares a dividend or other distribution on its Common Stock, other
than a dividend payable in cash out of its undistributed net income in an amount
per share which,  together with all other cash  dividends  paid within 12 months
before the record date for the  dividend,  does not exceed  five  percent of the
Exercise Price in effect on that record date; or

the  Company  authorizes  the  granting or issuance to the holders of its Common
Stock as a class of rights, warrants or options to subscribe for or purchase any
shares of any class or any other securities; or

there is any  reclassification  of the Common Stock (other than a subdivision or
combination of its outstanding  Common Stock), or any consolidation or merger to
which the Company is a party and for which approval of the holders of the Common
Stock is required,  or a sale or transfer of all or substantially all the assets
of the Company; or

there is a voluntary or involuntary dissolution, liquidation or winding up of
the Company;

<PAGE> 93

in each  case,  the  Company  will mail to the  Warrant  Holder at least 20 days
before the  applicable  record date a notice stating (i) the record date for the
dividend,  distribution  or rights,  or, if there will not be a record date, the
date as of which the  holders of record of Common  Stock who will be entitled to
the dividend,  distribution  or rights will be  determined,  or (ii) the date on
which the reclassification,  consolidation, merger, sale, transfer, dissolution,
liquidation  or winding up is expected to become  effective,  and the date as of
which it is expected  the holders of record of Common Stock who will be entitled
to receive  securities or other property with respect to their Common Stock as a
result  of  the   reclassification,   consolidation,   merger,  sale,  transfer,
dissolution,  liquidation or winding up will be determined.  Failure to give any
notice or any defect in the notice  will not affect the  validity  of the action
which should have been the subject of the notice.

         Section  3.04.  The form of Warrant need not be changed  because of any
change in the  Exercise  Price or in the number of Warrant  Shares  which may be
purchased by exercising  Warrants and Warrants issued after the change may state
the same Exercise  Price and the same number of Warrant  Shares as are stated in
Warrants issued before the change. However, the Company may at any time make any
change in the form of Warrant that it deems  appropriate  to reflect a change in
the Exercise Price or in the Warrant Shares which may be purchased by exercising
Warrants  (provided the change in the form of Warrant does not otherwise  affect
the substance of the Warrant),  and any Warrant issued after the form of Warrant
is changed may be in the changed form.


                                   ARTICLE IV

                          Other Provisions Relating to
                            Rights of Warrant Holder

         Section  4.01.  The Warrant  Holder  will not, as such,  be entitled to
vote,  to receive  dividends or to have any other of the rights of a shareholder
of the Company,  except that after this Warrant is exercised in accordance  with
the  terms of this  Warrant,  the  persons  in whose  names the  Warrant  Shares
purchased  through  exercise of this  Warrant are to be issued will be deemed to
become the holders of record of those  Warrant  Shares for all purposes  even if
certificates representing those Warrant Shares are not issued.

         Section 4.02.  The Company will at all times reserve and keep available
for issuance upon exercise of this Warrant the number of authorized and unissued
shares of Common Stock equal to the maximum number of shares of Common Stock the
Company may be required to issue upon exercise of this Warrant.

The Company  will take all steps which are  necessary  so that all the shares of
Common Stock (or other securities) which the Company may be required to issue on
exercise of this  Warrant  will,  upon  issuance,  be listed on each  securities
exchange and quoted on each automated quotation system on which the Common Stock
is (or those other securities are) listed or quoted.

All shares of Common Stock issued on exercise of this  Warrant  will,  when they
are issued, be validly issued, fully paid,  nonassessable and free of preemptive
rights.

<PAGE> 94

         Section 4.03. The Company will not be required to issue any fraction of
a share upon exercise of this Warrant.  In any case in which the Warrant  Holder
would,  except for the provisions of this Section 4.03, be entitled to receive a
fraction  of a share upon  exercise of this  Warrant,  the  Company  will,  upon
exercise  of this  Warrant,  issue  the  maximum  number  of whole  shares it is
required to issue,  but the Company  will not be required to make any payment or
give any other  consideration with respect to a fraction of a share to which the
Warrant Holder would be entitled except for this Section 4.03.

         Section 4.04. The Company will maintain a Warrant Register in which the
name and address of each registered holder of Warrants will be recorded.

         Section 4.05.  Notices or other  communications  to the Warrant  Holder
will be deemed  given by the Company on the third  Business Day after the day on
which they are sent by first class mail  addressed to the Warrant  Holder at the
Warrant Holder's last known address shown on the Warrant Register  maintained by
the Company.

         Section 4.06. Until this Warrant is properly presented for registration
of transfer  of this  Warrant,  the Company may treat the Warrant  Holder as the
absolute  owner of this Warrant for all  purposes,  including for the purpose of
determining the persons entitled to exercise this Warrant, despite any notice to
the contrary.


                                    ARTICLE V

                              Transfer of Warrants

         Section 5.01. This Warrant may not be sold,  transferred,  assigned, or
hypothecated,  except in a transaction  registered  under the  Securities Act of
1933,  as  amended,   (the  "Securities  Act")  or  which  is  exempt  from  the
registration requirements of that Act.

         Section  5.02.  Upon  surrender  of this  Warrant to the Company at its
principal  office  with  the  Form  of  Assignment  (or  another  instrument  of
assignment)  duly executed and accompanied by (i) evidence that any transfer tax
has been paid,  or funds  sufficient  to pay any transfer tax, and (ii) evidence
reasonably  satisfactory  to the Company that the proposed  assignment  will not
violate Section 5.01, the Company will,  without  charge,  execute and deliver a
new  Warrant  registered  in the  name  of the  assignee  named  in the  Form of
Assignment  (or other  instrument of assignment)  and will promptly  cancel this
Warrant.  This  Warrant  may be  divided or  combined  with  other  Warrants  by
surrender of this Warrant and any other Warrants with which it is to be combined
at the principal office of the Company together with a written notice, signed by
the Warrant Holder, specifying the names and denominations in which new Warrants
are to be issued.

         Section  5.03.  Upon  receipt  by the  Company of  evidence  reasonably
satisfactory  to it of the  loss,  theft,  destruction  or  mutilation  of  this
Warrant,  and  (in  the  case of  loss,  theft  or  destruction)  of  reasonably
satisfactory  indemnification,  or (in the case of mutilation) upon surrender of
this Warrant, the Company will execute and deliver a new Warrant relating to the
same number of Warrant Shares as this Warrant and the lost, stolen, destroyed or
mutilated  Warrant will become void.  Any new Warrant  executed and delivered in
accordance  with this Section 5.03 will  constitute  an  additional  contractual
obligation of the Company,  and will be valid and enforceable whether or not the
Warrant  which  was  believed  to  have  been  lost,   stolen  or  destroyed  is
subsequently presented for exercise.

<PAGE> 95
                                   ARTICLE VI

                  Registration Under the Securities Act of 1933

         Section  6.01.  The  holders of the  Warrants  will be  entitled to the
benefits  of a  Registration  Rights  Agreement  dated  April 30, 1998 among the
Company,  American  Endeavour  Fund  Limited and London  Pacific  Life & Annuity
Company.

         Section 6.02.  Unless the resale of Warrant  Shares is the subject of a
registration  statement which has become effective under the Securities Act, the
certificates  representing Warrant Shares issued on exercise of this Warrant may
bear the following legend:

 "THE SHARES  REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
 SECURITIES  ACT OF 1933, AS AMENDED.  THOSE SHARES MAY NOT BE OFFERED,  SOLD OR
 TRANSFERRED,  EXCEPT IN A TRANSACTION WHICH (i) IS REGISTERED UNDER THAT ACT OR
      (ii) IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THAT ACT."


                                   ARTICLE VII

                                  Other Matters

         Section 7.01.  The  provisions of this Warrant will bind,  and inure to
the benefit of, the Company and its successors and assigns.

         Section 7.02. Any notice or other communication to the Company relating
to this  Warrant will be deemed given on the day when it is delivered or sent by
facsimile  transmission (with a confirmation copy sent by mail), or on the third
Business  Day  after  the day on which it is sent by  first-class  mail,  to the
Company at the  following  address (or such other address as may be specified by
the Company after the date of this Warrant):

                                    Family Bargain Corporation
                                    4000 Ruffin Road
                                    San Diego, CA 92123
                                    Attention: President
                                    Facsimile No.: (619) 637-4180

Any notice or other  communication  to the Warrant  Holder will be deemed  given
when and as provided in Section 4.05.

<PAGE> 96

         Section 7.03.  This Warrant will be governed by, and  construed  under,
the laws of the State of New York relating to contracts made and to be performed
in that state.

         Section 7.04. The Article  headings in this Warrant are for convenience
only, are not part of this Warrant and are not intended to affect the meaning or
interpretation of any of the terms of this Warrant.

         IN WITNESS  WHEREOF,  this Warrant has been  executed by the Company on
April 30, 1998.

                                     FAMILY BARGAIN CORPORATION



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


<PAGE> 97
                               FORM OF ASSIGNMENT

                       (To Be Signed Only Upon Assignment)



         FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
the attached Warrant to  __________________________________ to the extent of the
right to purchase _________________ Warrant Shares, and the undersigned appoints
___________________________,  with full power of substitution,  to transfer that
Warrant, with respect to the right to purchase that number of Warrant Shares, on
the books of Family Bargain Corporation.


Dated:  ___________, ____





                 (Signature  must  conform  to the name of the  Warrant  Holder
                              specified on the face of the Warrant)


<PAGE> 98
                                SUBSCRIPTION FORM



To:  FAMILY BARGAIN CORPORATION


         The undersigned  irrevocably elects to purchase ________ Warrant Shares
by exercising the Warrant to which this form is attached and tenders  payment of
the full Exercise Price with respect to those Warrant  Shares.  The  undersigned
requests that the  certificates  representing the Warrant Shares as to which the
Warrant is being exercised be registered as follows:

Name:
Social Security or Employer Identification Number:
Address:
Deliver to:
Address:


                  If the  Warrant  Shares  as to  which  the  Warrant  is  being
exercised  are fewer than all the Warrant  Shares to which the Warrant  relates,
please issue a new Warrant for the balance of those Warrant Shares registered in
the name of the  undersigned  and deliver it to the undersigned at the following
address:



Address:




Date: __________________    Signature   _______________________________
                            (Signature must conform to the name of the
                            Warrant Holder specified on the face of the Warrant)