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                                  EXHIBIT 10.33

                            AMENDMENT NUMBER ONE TO
                        LOAN AND SECURITY AGREEMENT WITH
                          FOOTHILL CAPITAL CORPORATION



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                             AMENDMENT NUMBER ONE TO
                           LOAN AND SECURITY AGREEMENT

         THIS AMENDMENT NUMBER ONE TO LOAN AND SECURITY AGREEMENT (this
"Amendment"), is entered into as of August 12, 1998, between FOOTHILL CAPITAL
CORPORATION, a California corporation ("Foothill"), with a place of business
located at 11111 Santa Monica Boulevard, Suite 1500, Los Angeles, California
90025-3333, and GARDEN BOTANIKA, INC., a Washington corporation ("Borrower"),
with its chief executive office located at 8624 154th Avenue NE, Redmond,
Washington 98052.

         WHEREAS Foothill and Borrower are parties to that certain Loan and
Security Agreement, dated as of April 29, 1998, (as amended to date, the "Loan
Agreement");

         WHEREAS Borrower has requested Foothill to amend the Loan Agreement and
the other Loan Documents to: (i) change the interest rates charged for Advances;
(ii) revise other elements of the loan pricing under Loan Agreement; (iii)
revise the financial covenants with respect to the minimum Consolidated EBITDA;
(iv) make certain other modifications to the terms and conditions of the Loan
Agreements; and (v) waive Borrower's failure to comply with the requirements of
Sections 7.20(a) of the Loan Agreement;

         WHEREAS Foothill is willing to so amend the Loan Agreement and waive
Borrower's failure to comply with the requirements of Sections 7.20(a) of the
Loan Agreement in accordance with the terms hereof upon Borrower's payment of an
Amendment Fee of $20,000 and subject to the other terms and conditions hereof;

         NOW, THEREFORE, in consideration of the mutual promises contained
herein, Foothill and Borrower hereby agree as follows:

         All capitalized terms used herein and not defined herein shall have the
meanings ascribed to them in the Loan Agreement.

         1. Amendments to the Loan Agreement.

                  a. Section 1.1 of the Loan Agreement hereby is amended by
         inserting each of the following definitions in their entirety:

                  "First Amendment means that certain Amendment Number One to
Loan and Security Agreement, dated as of August 12, 1998, between Foothill and
Borrower."

                  "First Amendment Closing Date means August 14, 1998."

                  "Loan Documents means this Agreement, the Concentration
Account Agreements, the Trademark Security Agreement, the Inventory Security
Agreement, the 



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License Agreement, the First Amendment, any Control Agreement (from and after
the date such document is executed and delivered), any note or notes executed by
Borrower and payable to Foothill, and any other agreement entered into, now or
in the future, in connection with this Agreement."

                  b. Section 1.1 of the Loan Agreement hereby is amended by
         deleting the following definition in its entirety and replacing it with
         the following:

                  "Applicable Termination Rate means (a) 3.0% from and after the
Effective Date through May 6, 1999, (b) 2.0% from and after May 6, 1999 through
May 6, 2000, and (c) 1.0% thereafter."

                  c. Clauses (a) and (b) of Section 2.1 of the Loan Agreement
         hereby are amended and restated in their entirety as follows:

                           (a) Subject to the terms and conditions of this
         Agreement, Foothill agrees to make advances ("Advances") to Borrower in
         an amount outstanding not to exceed at any one time the lesser of (i)
         the Maximum Revolving Amount or (ii) the Borrowing Base. For purposes
         of this Agreement, "Borrowing Base", as of any date of determination,
         shall mean the result of:

                                   (x) the lesser of (i) the Applicable Advance
         rate times the value of the Eligible Inventory, or (ii) 80% of the
         Inventory Liquidation Value, minus

                                   (y) the Shrinkage Reserve, minus

                                   (z) the aggregate amount of reserves, if any,
         established by Foothill under Section 2.1(b).

                           (b) Anything to the contrary in Section 2.1(a) above
         notwithstanding, Foothill shall have the right to establish reserves in
         such amounts, and with respect to such matters, as Foothill, in its
         reasonable credit judgement (from the perspective of a secured lender)
         shall deem necessary or appropriate, against the Borrowing Base,
         including without limitation, with respect to: (i) price adjustments,
         damages, unearned discounts, returned products or other matters for
         which credit memoranda are issued in the ordinary course of Borrower's
         business; (ii) shrinkage, spoilage or obsolescence of Inventory; (iii)
         slow moving Inventory; (iv) other sums chargeable to the Loan Account
         as Obligations in accordance with any section of this Agreement; (v)
         amounts owing by Borrower to any Person to the extent secured by a Lien
         on, or trust over, any Property of Borrower; and (vi) such other
         matters, events, conditions, or contingencies as to which Foothill, in
         its reasonable credit judgment (from the perspective of a secured
         lender), determines reserves should be established from time to time
         hereunder, and including;



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                                   (i) if Foothill has determined that Borrower
         is not current in the payment of its obligations to one or more of its
         real property lessors and if the claims of the affected real property
         lessors would, as a function of applicable state law, have a lien on
         the Inventory for unpaid rentals or other charges that would be prior
         to Foothill's security interest in the Inventory, then Foothill may
         create a reserve against the Borrowing Base in an amount up to the
         maximum amount of the claims of such lessors that would, as a function
         of applicable state law, have priority over Foothill's security
         interest in the affected Inventory;

                                   (ii) if Foothill has determined that Borrower
         is not current in the payment of its obligations (including in respect
         of ad valorem or sales taxes) to federal, state, or local taxing
         authorities and if the claims of the affected taxing authorities would,
         as a function of applicable federal or state law, have a lien on the
         Inventory for unpaid taxes or other charges or assessments that would
         be prior to Foothill's security interest in the Inventory, then
         Foothill may create a reserve against the Borrowing Base in an amount
         up to the maximum amount of the claims of such taxing authorities that
         would, as a function of applicable federal or state law, have priority
         over Foothill's security interest in the affected Inventory;

                                   (iii) if Borrower's Excess Availability is
         $3,000,000, or less, then Foothill may create a reserve against the
         Borrowing Base in an amount up to the maximum amount of $1,000,000.

                                   (iv) prior to the date that (1) Foothill has
         completed an appraisal of the Collateral to be conducted promptly
         following the First Amendment Closing Date and (2) Borrower has
         consented to such changes to the terms and conditions of this Agreement
         as Foothill shall reasonably request on the basis of such appraisal and
         on the basis of its review of the financial condition and operating
         performance of Borrower, then Foothill may create and maintain a
         reserve against the Borrowing Base in an amount up to the maximum
         amount of $2,000,000.

                  d. Clause (a) of Section 2.6 of the Loan Agreement hereby is
         amended and restated in its entirety as follows:

                           "(a) Interest Rate. All Obligations shall bear
         interest at a per annum rate of 2.00 percentage points above the
         Reference Rate."

                  e. Clause (c) of Section 2.6 of the Loan Agreement hereby is
         amended and restated in its entirety as follows:



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                           "(c) Default Rate. Upon the occurrence and during the
         continuation of an Event of Default, all Obligations shall bear
         interest at a per annum rate equal to 6.00 percentage points above the
         Reference Rate."

                  f. Section 2.7 of the Loan Agreement hereby is amended and
         restated in its entirety as follows:

         "2.7 Collection of Accounts. Borrower either (a) shall remit, on a
         daily basis, all of its Collections to a Concentration Account that is
         subject to a Concentration Account Agreement this is in full force and
         effect as of the date of such remittance, or (b) shall deposit, on a
         daily basis, all of its Collections to a deposit account of Borrower
         all of the proceeds of which are remitted, on a daily basis, to the
         Concentration Account that is subject to a Concentration Account
         Agreement this is in full force and effect as of the date of such
         deposit. All amounts received in such Concentration Account
         automatically shall be wire transferred each Business Day into an
         account (the "Foothill Account") maintained by Foothill at a depositary
         selected by Foothill. In addition, Borrower agrees to provide reports
         to Foothill on a weekly basis, in form and substance satisfactory to
         Foothill, of the amount of Collections for purposes of calculating the
         clearance or float charge provided for in Section 2.8."

                  g. Section 2.8 of the Loan Agreement hereby is amended and
         restated in its entirety as follows:

         "2.8 Crediting Payments; Application of Collections. The receipt of any
         Collections by Foothill (whether from transfers to Foothill by the
         Concentration Account Banks pursuant to the Concentration Account
         Agreements or otherwise) immediately shall be applied provisionally to
         reduce the Obligations outstanding under Section 2.1, but shall not be
         considered a payment on account unless such Collection item is a wire
         transfer of immediately available federal funds and is made to the
         Foothill Account or unless and until such Collection item is honored
         when presented for payment. From and after the Effective Date, Foothill
         shall be entitled to charge Borrower for 2 Business Day of 'clearance'
         or 'float' at the rate set forth in Section 2.6(a) or Section 2.6(c),
         as applicable, on all Collections that are received by Borrower or
         Foothill (regardless of whether such Collections are forwarded by the
         applicable bank at which any such Collection Account is located to
         Foothill, whether provisionally applied to reduce the Obligations under
         Section 2.1, or otherwise). This across-the-board 2 Business Day
         clearance or float charge on all Collections is acknowledged by the
         parties to constitute an integral aspect of the pricing of Foothill's
         financing of Borrower, and shall apply irrespective of the
         characterization of whether receipts are owned by Borrower or Foothill,
         and whether or not there are any outstanding Advances, the effect of
         such clearance or float charge being the equivalent of charging 2
         Business Day of interest on such Collections. Should any Collection
         item not be honored when presented for



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         payment, then Borrower shall be deemed not to have made such payment,
         and interest shall be recalculated accordingly. Anything to the
         contrary contained herein notwithstanding, any Collection item shall be
         deemed received by Foothill only if it is received into the Foothill
         Account on a Business Day on or before 11:00 a.m. California time. If
         any Collection item is received into the Foothill Account on a
         non-Business Day or after 11:00 a.m. California time on a Business Day,
         it shall be deemed to have been received by Foothill as of the opening
         of business on the immediately following Business Day."

                  h. Clauses (d) and (e) of Section 2.11 of the Loan Agreement
         hereby are amended and restated in their entirety as follows:

                           "(d) Financial Examination, Documentation, and
         Appraisal Fees. (i) Foothill's customary fee of $650 per day per
         examiner, plus out-of-pocket expenses for each financial analysis and
         examination (i.e., audits) of Borrower performed by personnel employed
         by Foothill; plus (ii) Foothill's customary appraisal fee of $1,500 per
         day per appraiser, plus out-of-pocket expenses for each appraisal of
         the Collateral performed by personnel employed by Foothill; plus (iii)
         the actual charges paid or incurred by Foothill if it elects to employ
         the services of one or more third Persons to perform such financial
         analyses and examinations (i.e., audits) of Borrower or to appraise the
         Collateral; and

                           (e) Collateral Management Fee. On the first day of
         each month during the term of this Agreement, and thereafter so long as
         any Obligations are outstanding, a collateral servicing fee in an
         amount equal to $8,500."

                  i. Section 6.17 of the Loan Agreement hereby is amended and
         restated in its entirety as follows:

         "6.17    Store Closings and Store Openings.

                           (a) Provide written notice to Foothill of each store
         closing and any new store opening by Borrower or any Subsidiary of
         Borrower that shall occur during the effectiveness of this Agreement
         within 10 days of the date of such store closing or such new store
         opening, as applicable;

                           (b) On or before September 15, 1998, deliver a store
         closing plan acceptable to Foothill with respect to the closure of not
         less than 35 of Borrower's unprofitable store locations (the "Store
         Closing Program"), together with financial projections to Foothill,
         reflecting the financial impact of the planned closure of such store
         locations under the Store Closing Program; and

                           (c) On or before January 31, 1999, Borrower shall
         complete the performance of each of the acts specified in the Store
         Closing Program delivered to Foothill pursuant to this section,
         including the closure of each of the 



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         identified store locations in accordance with the Store Closing Program
         on or about the dates specified therefor therein."

                  j. Clause (a) of Section 7.20 of the Loan Agreement hereby is
         amended and restated in its entirety as follows:

                           "(a) Minimum Consolidated EBITDA. Consolidated EBITDA
         of not less than the amount shown below with respect to each of the
         corresponding periods set forth in the table below:


<TABLE>
<CAPTION>
                                  APPLICABLE PERIOD                            CONSOLIDATED
                                                                                  EBITDA
             --------------------------------------------------------------------------------
<S>                                                                            <C>        
             For the six months ended July 31, 1998                            <$7,800.000>
             --------------------------------------------------------------------------------
             For the seven months ended August 31, 1998                        <$9,500,000>
             --------------------------------------------------------------------------------
             For the eight months ended September 30, 1998                    <$11,000,000>
             --------------------------------------------------------------------------------
             For the nine months ended October 31, 1998                       <$12,200,000>
             --------------------------------------------------------------------------------
             For the ten months ended November 30, 1998                       <$12,400,000>
             --------------------------------------------------------------------------------
             For the eleven months ended December 31, 1998                     <$1,200,000>
             --------------------------------------------------------------------------------
             For the twelve months ended January 31, 1999                      <$2,500,000>
             --------------------------------------------------------------------------------
</TABLE>

                  With respect to subsequent periods, on or before January 15,
         1999, Borrower shall deliver financial projections to Foothill, in form
         and substance satisfactory to Foothill, for Borrower's fiscal year
         beginning February 1, 1999 and ending January 31, 2000. On the basis of
         such Borrower projections, on or before February 28, 1999, Foothill
         shall establish required levels of minimum Consolidated EBITDA for each
         of Borrower's fiscal months occurring during Borrower's fiscal year
         ending January 31, 2000."

                  k. Section 7.21 of the Loan Agreement hereby is amended and
         restated in its entirety as follows:

         "7.21 Capital Expenditures. Make capital expenditures in Borrower's
         fiscal year ending January 31, 1999 in excess of $1,500,000, and in any
         subsequent fiscal year of Borrower in excess of the amounts to be
         established by Foothill in its sole credit discretion on the basis of
         Borrower's projections delivered to Foothill pursuant to Section 6.17."

                  l. The following new Section 7.24 of the Loan Agreement hereby
         is inserted in its entirety as follows:

         "7.24    Compliance with Projections; Annual Loan Clean Up Requirement.

                           (a) At no time during the term of this Agreement
         shall the aggregate amount of all Advances outstanding hereunder exceed
         the amount 



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         of indebtedness to Foothill projected by Borrower in connection with
         Borrower's most recent weekly cash flow projections delivered to and
         accepted by Foothill in connection with this Agreement, and

                           (b) In each year during which this Agreement shall
         remain in force and effect, Borrower shall not have any Advances
         outstanding under Section 2.1 hereof on the third Monday in December of
         any such year or in any subsequent day of such year occurring
         thereafter, and Borrower shall not request any new Advances hereunder
         prior to the first Business Day of the following year.

         2. Conditions Precedent to the Effectiveness of this Amendment. The
effectiveness of this Amendment is subject to the fulfillment, to the
satisfaction of Foothill and its counsel, of each of the following conditions:

                  a. The representations and warranties in this Amendment, the
         Agreement as amended by this Amendment, and the other Loan Documents
         shall be true and correct in all respects on and as of the date hereof,
         as though made on such date (except to the extent that such
         representations and warranties relate solely to an earlier date);

                  b. After giving effect hereto, no Event of Default or event
         which with the giving of notice or passage of time would constitute an
         Event of Default shall have occurred and be continuing on the date
         hereof, nor shall result from the consummation of the transactions
         contemplated herein;

                  c. No injunction, writ, restraining order, or other order of
         any nature prohibiting, directly or indirectly, the consummation of the
         transactions contemplated herein shall have been issued and remain in
         force by any governmental authority against Borrower, Foothill, or any
         of their Affiliates;

                  d. No material adverse change shall have occurred in the
         financial condition of Borrower or in the value of the Collateral that
         has not been disclosed to Foothill;

                  e. Foothill shall have received this duly executed Amendment,
         which shall be in full force and effect;

                  f. Foothill shall have received the First Amendment Fee of
         $20,000; and

                  g. All other documents and legal matters in connection with
         the transactions contemplated by this Amendment shall have been
         delivered or executed or recorded and shall be in form and substance
         satisfactory to Foothill and its counsel.



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         3. Waiver of Violation of Certain Covenants and Conditions Subsequent.
Pursuant to Borrower's request, Lender hereby agrees to waive the Events of
Default caused by Borrower's failure to comply with the minimum Consolidated
EBITDA for the 6 months ended July 31, 1998 of <4,500,000> as set forth in
Section 7.20(a) as a result of Borrower's actual Consolidated EBITDA for this
period of <7,064,209>;

         4. Representations and Warranties. Borrower hereby represents and
warrants to Foothill that (a) the execution, delivery, and performance of this
Amendment, are within its corporate powers, have been duly authorized by all
necessary corporate action, and are not in contravention of any law, rule, or
regulation, or any order, judgment, decree, writ, injunction, or award of any
arbitrator, court, or governmental authority, or of the terms of its charter or
bylaws, or of any contract or undertaking to which it is a party or by which any
of its properties may be bound or affected, and (b) the Loan Agreement, as
amended by this Amendment, constitutes Borrower's legal, valid, and binding
obligation, enforceable against Borrower in accordance with its terms.

         5. Further Assurances. Borrower shall execute and deliver all financing
statements, agreements, documents, and instruments, in form and substance
satisfactory to Foothill, and take all actions as Foothill may reasonably
request from time to time, to perfect and maintain the perfection and priority
of Foothill's security interests in the Collateral, and to fully consummate the
transactions contemplated under the Loan Agreement and this Amendment.

         6. Effect on Loan Documents. The Loan Agreement, as amended hereby, and
the other Loan Documents shall be and remain in full force and effect in
accordance with their respective terms and each hereby is ratified and confirmed
in all respects. Except as expressly set forth herein, the execution, delivery,
and performance of this Amendment shall not operate as a waiver of or as an
amendment of any right, power, or remedy of Lender under the Loan Agreement, as
in effect prior to the date hereof. This amendment shall be deemed a part of and
hereby is incorporated into the Loan Agreement.

         7. Miscellaneous.

         a. Upon the effectiveness of this Amendment, each reference in the Loan
Agreement to "this Agreement", "hereunder", "herein", "hereof" or words of like
import referring to the Loan Agreement shall mean and refer to the Loan
Agreement as amended by this Amendment.

         b. Upon the effectiveness of this Amendment, each reference in the Loan
Documents to the "Loan Agreement", "thereunder", "therein", "thereof" or words
of like import referring to the Loan Agreement shall mean and refer to the Loan
Agreement as amended by the First Amendment.

         c. This Amendment shall be governed by and construed in accordance with
the laws of the State of California.



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         d. This Amendment may be executed in any number of counterparts and by
different parties on separate counterparts, each of which, when executed and
delivered, shall be deemed to be an original, and all of which, when taken
together, shall constitute but one and the same Amendment. Delivery of an
executed counterpart of this Amendment by telefacsimile shall be equally as
effective as delivery of an original executed counterpart of this Amendment. Any
party delivering an executed counterpart of this Amendment by telefacsimile also
shall deliver an original executed counterpart of this Amendment but the failure
to deliver an original executed counterpart shall not affect the validity,
enforceability, and binding effect of this Amendment.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed
in on the date first written above.


                                       GARDEN BOTANIKA, INC.,
                                       a Washington corporation


                                       By  __________________________
                                       Title:


                                       FOOTHILL CAPITAL CORPORATION,
                                       a California corporation


                                       By  __________________________
                                       Title:



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