REGISTRATION RIGHTS AGREEMENT

         This  is an  agreement  dated  April  30,  1998  among  Family  Bargain
Corporation (the "Company"),  a Delaware  corporation,  American  Endeavour Fund
Ltd.  ("Endeavour"),  a Jersey  corporation,  and London  Pacific  Life  Annuity
Company ("London Pacific"), a North Carolina joint stock life insurer, regarding
registration  under the Securities Act of 1933, as amended the "Securities Act,"
of shares of Common Stock of the Company  ("Common  Stock"),  par value $.01 per
share,  which may be issued under a Note Exchange  Agreement (the "Note Exchange
Agreement") dated the same date as this Agreement,  among the Company, Endeavour
and London  Pacific,  or issued upon exercise of warrants  issued by the Company
under the Note Exchange Agreement.

         Under the Note Exchange  Agreement,  the Company will be issuing 75,000
shares  of  Common  Stock  to  Endeavour  and  will  be  issuing  warrants  (the
"Warrants")  to  purchase  a total of  274,418  shares  Common  Stock to  London
Pacific.

         The Company,  Endeavour and London  Pacific agree as follows  regarding
registration  under the  Securities  Act of Common  Stock  issued under the Note
Exchange Agreement or upon exercise of Warrants:

                  Registrable  Stock.  This  Agreement  relates  to  Registrable
Stock. As used in this Agreement,  the term "Registrable Stock" means (i) Common
Stock issued under the Note  Exchange  Agreement and (ii) Common Stock and other
securities  issued on exercise of  Warrants,  which,  in each case,  (x) has not
previously been sold in a transaction  registered under the Securities Act or in
a brokers  transaction made in accordance with Rule 144 under the Securities Act
and (y) may not be sold in accordance  with Rule 144(k) under the Securities Act
(or any  successor  to that  rule)  without  limitation  as to manner of sale or
volume.

                  Piggy-Back  Registration.  If, at any time  during  the period
ending on the  second  anniversary  of the last date on which any  Warrants  are
exercised  (which will not occur later than May 28, 2005) and while any Warrants
or Registrable Stock are or is outstanding, the Company decides to file with the
Securities and Exchange  Commission (the "Commission") a registration  statement
under the  Securities  Act (other than on Form S-4,  Form S-8, or any  successor
form),  the Company  will give all the then  holders of Warrants or  Registrable
Stock (the  "Eligible  Holders") at least 45 days' prior  written  notice of the
Company's  intention  to file the  registration  statement.  If requested by any
Eligible Holder in writing within 20 days after receipt of a notice of intention
to file a  registration  statement,  the Company  will,  at the  Company's  sole
expense  (other  than the fees and  disbursements  of counsel  for the  Eligible
Holders and any underwriting  discounts or commissions payable in respect of the
Warrants or Warrant  Stock sold by the Eligible  Holder),  include the shares of
Registrable  Stock (and shares of Common  Stock  which will  become  Registrable
Stock upon exercise of Warrants)  specified in the Eligible  Holder's request in
the securities which are the subject of the registration statement,  except that
if the registration statement will relate solely to an offering of securities by
the Company for its own account and the managing  underwriter  of that  offering
advises  the  Company  in  writing  that,  in its  opinion,  including  all or a
specified  portion of the requested  Registrable  Securities in the registration
statement would  materially  adversely affect the distribution of the securities
being  offered by the Company for its own account,  the Company may elect not to
include all or the specified  portion of the requested  Registrable Stock in the
registration  statement.  If it does so,  however,  the Company  will within six
months after the  registration  statement  becomes  effective,  file at its sole
expense (other than fees and  disbursements  of counsel for the Eligible Holders
and  any  underwriting  discounts  or  commissions  payable  in  respect  of the
Registrable  Stock) a new  registration  statement  relating to the  Registrable
Stock  which the  Company  elected  not to  include  in the  prior  registration
statement  and the Company will use its best  efforts to cause the  registration
statement to become effective as promptly as practicable.

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Demand Registration Rights.
If, at any time during the period ending on the second
anniversary of the last day on which any Warrants are exercised  (which will not
occur later than May 28, 2005),  Eligible  Holders who in aggregate own (or upon
exercise of all the Warrants then outstanding would own) a majority of the total
number  of  shares  of  Registrable  Stock  (including  shares  which  would  be
Registrable Stock upon exercise of all the Warrants then outstanding) ("Majority
Holders"),  deliver to the Company a written  request that it register under the
Securities  Act the sale of at least 200,000 shares of  Registrable  Stock,  the
Company will, as promptly as practicable, prepare and file with the Commission a
registration  statement sufficient to permit the public offering and sale of the
shares of Registrable Stock specified in the request,  will use its best efforts
to cause  that  registration  statement  to  become  effective  as  promptly  as
practicable  and will take any actions  which are  necessary to qualify sales of
that Registrable Stock by the Eligible Holders under applicable state securities
laws; provided,  however, that (i) the Company will not be required to file more
than two registration statements under this Section 3, (ii) the Company will not
be required to file a registration  statement  with regard to Registrable  Stock
which, in the reasonable  opinion of counsel to the Company,  may all be sold to
the public without  registration  under the Securities Act and after such a sale
will not be  restricted  securities  (as that term is used in Rule 144 under the
Securities  Act) and will not otherwise be subject to  restrictions  on resales,
and (iii) the Company will not be obligated to file a registration  statement in
accordance  with this Section 3 within six months after the effective  date of a
previous  registration  statement  filed in  accordance  with  Section 3 or this
Section 3. The Company will pay all the costs relating to the first registration
statement  filed  in  accordance  with  this  Section  3  (including  amendments
necessary to cause the registration  statement to become effective),  other than
fees and  disbursements of counsel for the Eligible Holders and any underwriting
discounts or  commissions  in respect of the  Underwriters'  Securities  sold by
Eligible Holders. The reasonable costs of any other registration statement filed
in accordance with this 3 will be paid by the Eligible  Holders.  Within 20 days
after the Company receives a request under this Section 3 to file a registration
statement,  the Company will notify all the Eligible  Holders who had not joined
in the request that the Company is proceeding  with the  requested  registration
and will offer to include all or any portion of those  other  Eligible  Holders'
Registrable Stock in the registration  statement if requested to do so within 20
days after the notice to the other Eligible Holders.

Filing  and  Effectiveness.
The  Company  will take all  steps,  including  filing  all
amendments  and  supplements,  which are  necessary  to keep  each  registration
statement  filed in  accordance  with Section 2 or 3 effective and current until
the Eligible  Holders whose  Warrant  Stock are the subject of the  registration
statement have  completed the offering of those shares of Warrant Stock,  except
that the Company will not be required to keep a registration statement in effect
for more than nine months after it becomes effective.

Copies of  Registration  Statements  and  Prospectuses.
The Company  will  furnish each
Eligible Holder with such number of copies of each registration  statement filed
in accordance with Section 2 or 3 which relates to Registrable  Stock offered by
that Eligible  Holder,  and each  amendment or  supplement to that  registration
statement,  in each case,  including exhibits,  and such number of copies of the
prospectus  included  in that  registration  statement,  and each  amendment  or
supplement to it, as are reasonably  requested by the Eligible  Holder to enable
it to  complete  the sale of the  Registrable  Stock to which  the  registration
statement relates.

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Underwriting Agreement.
Ifthe  shares of  Registrable  Stock  which are the  subject  of a  registration
  statement filed in accordance with Section 2 or 3 are to be sold
      in an underwritten offering, the Company and the Eligible Holders of those
      shares of Registrable Stock each will enter into a customary
   underwriting agreement  relating to that  underwritten  offering,  which will
          contain customary  representations,  warranties,  provisions regarding
          allocations of expenses, closing conditions, and indemnities.

Filings  Current.
Until all the Warrants  have been  exercised or expired and all the  Registrable
Stock has been sold in  transactions  registered  under the Securities Act or in
transactions  made in  accordance  with Rule 144 under the Act, the Company will
keep  current all the filings it is required to make with the  Commission  which
are necessary to permit  holders of  Registrable  Stock to sell that stock under
Rule 144.

Indemnification.
The Company will  indemnify and hold harmless each officer,  director,  partner,
employee  and  agent of each  Eligible  Holder,  and each  person,  if any,  who
controls any Eligible  Holder within the meaning of Section 15 of the Securities
Act or of Section 20(a) of the Securities  Exchange Act of 1934, as amended (the
"Exchange Act"), against any losses,  liabilities,  claims,  damages or expenses
(including,  but not  limited  to,  attorneys'  fees and  expenses  and costs of
investigation)  arising  out of, or based  upon,  any actual or  alleged  untrue
statements, or omissions of statements necessary in order to make the statements
therein not misleading,  in any registration  statement  relating to Registrable
Stock, any prospectus included in such a registration statement (as from time to
time  amended  or  supplemented),  any  amendment  or  supplement  to  any  such
registration  statement or prospectus  or any  application  or related  document
filed in any  jurisdiction  in order to  qualify  Registrable  Stock  under  the
securities laws of that jurisdiction  which was executed by the Company or based
upon  written  information  furnished by the  Company,  unless the  statement or
omission is with respect to an Eligible Holder and was made in reliance upon and
in conformity with written information furnished to the Company by that Eligible
Holder.

Each holder which includes  Registrable  Stock in the  securities  which are the
subject  of a  registration  statement  will  indemnify  and hold  harmless  the
Company,  each director,  officer,  employee and agent of the Company,  and each
other person,  if any, who controls the Company within the meaning of Section 15
of the Act or Section  20(a) of the Exchange Act, to the same extent the Company
agrees in Section 8(a) to indemnify and hold harmless each Eligible Holder,  but
only with respect to  statements  or omissions  with respect to the holder which
were made in reliance upon and in conformity with written information  furnished
to the  Company by the  holder  for  inclusion  in the  registration  statement,
prospectus,  amendment, supplement or application, as the case may be; provided,
that the obligation of the a holder of Registrable Stock under this Section 8(b)
will be  limited  to the  proceeds  received  by the  holder  from  the  sale of
Registrable  Stock which is the  subject of a  registration  statement  filed in
accordance with Section 2 or 3.

If an action is  brought  against a person  entitled  to  indemnification  under
Section 8(a) or (b) (an "Indemnified Party") in respect of which that person may
seek indemnity,  the indemnified party will promptly notify all the parties (the
"Indemnifying Parties") against whom indemnification may be sought in writing of
the  institution  of the action (but failure to give the notice will not relieve
the indemnifying  parties from any liability they may have other than under this
Section 8), and the Indemnifying  Parties will be entitled to assume the defense
of the action on behalf of the Indemnified  Parties with counsel selected by the
Indemnifying Parties who are reasonably  satisfactory to the Indemnified Parties
(which counsel will not, without the consent of all the Indemnified  Parties, be
counsel to any of the Indemnifying  Parties).  Any Indemnified  Party may employ
its  own  additional  counsel  with  regard  to an  action,  but if one or  more

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Indemnifying Parties assumes the defense of the action, the Indemnifying Parties
will not be responsible for the fees and expenses of additional counsel employed
by an  Indemnified  Party.  An  Indemnifying  Party  will not be liable  for any
settlement  of a claim or action  effected  without its written  consent,  which
consent will not be unreasonably withheld or delayed. An Indemnifying Party will
not,  without the prior written  consent of each  Indemnified  Party that is not
released as described in this  sentence,  settle or  compromise  any action,  or
permit a default or consent to the entry of judgment  in any action,  in respect
of  which  indemnity  may be  sought  under  this  Section  (whether  or not any
Indemnified Party is a party to the action),  unless the settlement,  compromise
or judgment includes an unconditional release of each Indemnified Party from all
liability in respect of the action.

Rights of  Transferees.
If any holder transfers Registerable Stock in a transaction
which does not cause the transferred  shares to cease being  Registerable  Stock
(as that term is  defined in  Section  1),  the person to whom the  Registerable
Stock is  transferred  will be entitled to the benefits of this Agreement if (i)
the Company is notified  about the transfer and provided with the name,  address
and social security or employer  identification number of the person to whom the
Registerable Stock is transferred,  and (ii) the person to whom the Registerable
Stock is  transferred  agrees to be bound by this Agreement  (including  Section
8(b) of this  Agreement)  to the same  extent as a holder of  Warrants or Common
Stock who executed this Agreement. If a holder transfers Registerable Stock to a
person  who does not  become  entitled  to the  benefits  of this  Agreement  as
provided in the preceding  sentence,  the shares which are  transferred  to that
person will cease being  Registerable  Stock  until  such,  if any,  time as the
person to whom the shares are  transferred  becomes  entitled to the benefits of
this Agreement.

 Notices.
Notices or other  communications  under or relating to this Agreement must be in
writing and will be deemed  given when they are  delivered  in person or sent by
facsimile  transmission to a number specified by the recipient,  or on the third
business day after the day on which they are sent by First Class Mail, addressed
(a) if to a holder of Warrants or Registrable  Stock, to the holder's last known
address  shown on the  Warrant  Register  or Share  Register  maintained  by the
Company  and  (b) if to the  Company,  to  4000  Ruffin  Road,  San  Diego,  CA,
92123-8166,  Attention:  President, or to such other address as the recipient of
the notice may subsequent by specify in the manner provided in this Section.

Entire  Agreement.
This Agreement contains the entire agreement between the Company and the holders
of Warrants or  Registerable  Stock  relating  to the  registration  of stock or
warrants of the Company under the Securities Act.

Captions.
The captions of the Sections of this  Agreement are for reference  only,  and do
not affect the meaning or interpretation of this Agreement.

Governing  Law.
This Agreement will be governed by, and construed under, the substantive laws of
the State of New York.

Amendments.
This  Agreement  may be  amended  only by a document  in  writing  signed by the
Company  and by each  holder of  Warrants  or  Registerable  Stock  which may be
affected by the amendment.

Counterparts.
This Agreement may be executed in two or more counterparts, some of which may be
signed  by  fewer  than  all the  parties  and  may be  delivered  by  facsimile
transmission,  each of  which  will be  deemed  an  original,  but all of  which
together will constitute one and the same agreement.

<PAGE> 86

                  IN WITNESS WHEREOF, the Company, Endeavour, and London Pacific
have executed this  Agreement,  intending to be legally bound by it, on the date
shown on the first page of this Agreement.

                           FAMILY BARGAIN CORPORATION

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

                          AMERICAN ENDEAVOUR FUND LTD.

                                            By:
                                     Title:

                                            LONDON PACIFIC LIFE ANNUITY COMPANY

                                            By:/s/ Susan Y. Gressel
                                     Title: V.P. & Treasurer