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                                                                   EXHIBIT 10.31

                     [ FOOTHILL CAPITAL CORPORATION - LOGO ]
                  [ 11111 Santa Monica Boulevard - Suite 1500 ]
                     [ Los Angeles, California 90025-3333 ]
                              [ A NORWEST Company ]



April 2, 1998


Mr. George Newman
Acting Chief Financial Officer
Garden Botanika, Inc.
8624 154th Avenue NE
Redmund, Washington  98052

Dear Mr. Newman:

        In accordance with our recent discussions, Foothill Capital Corporation
("Lender") is pleased to issue this financing commitment to Garden Botanika,
Inc. ("Borrower"). Subject to the satisfactory completion of each of the
conditions contained herein, the financing would be as follows:

1.      Maximum Amount:    $10,000,000.

        a. Revolving Line of Credit ("the line"): Lender would make revolving
        advances to Borrower up to an amount equal to the result of: (i) the
        lesser of (x) the Maximum Amount, (y) 55%, from January 1 through
        September 30, or 65% from October 1 through December 31 (however, the
        advance rate shall reduce by 2.5% percentage points per week beginning
        the first week of December until the advance rate reaches 55%) of the
        lower of cost or market value of finished goods inventory, net of
        customary reserves as determined by Lender in accordance with its
        standard credit policies; and (z) 85% of the net liquidation value of
        retail inventory as determined by Great American/Hilco Appraisal &
        Valuation Services.

2.      Interest Rate:

        The rate of interest charged on the loans would be at Borrower's option:
        (i) one-half of one percent (0.50%) above the present and future Prime
        Rate, or (ii) three percentage points (3.00%) above the London Interbank
        Offered Rate ("LIBOR"). The Prime Rate shall be defined as the present
        and future Prime Rate publicly announced as being charged from time to
        time by Norwest Bank Minnesota, N.A. Interest would be calculated on the
        basis of a three hundred sixty (360) day year and actual days elapsed


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        and would be payable monthly in arrears. At no time would the interest
        charged be less than seven percent (7.00%). A Default Rate would be
        determined prior to Closing.

        The Eurodollar rate shall be the rate at which Norwest is offered
        deposits of U.S. dollars in the London interbank market ("LIBOR")
        adjusted by the reserve percentage prescribed by governmental
        authorities as determined by Lender. Lender's obligation to provide
        Eurodollar rate loans shall be subject to, but not limited to (i) up to
        five (5) Eurodollar loans shall be available at any time: (ii) in the
        event of a default under the Line, all Eurodollar loans shall be
        suspended; (iii) all Eurodollar loans shall be available in interest
        periods of thirty (30) days, sixty (60) days or ninety (90) days, as
        selected by Borrower; (iv) the minimum amount of each Eurodollar loan
        shall be in an amount not less than $1,000,000 and in integral multiples
        of $500,000 in excess thereof; and (v) Borrower shall be responsible for
        any Eurodollar contract breakage fees or other associated costs, as
        determined by Lender.

3.      Collections:

        Collections would be remitted to one or more concentration accounts that
        would be assigned to and in form satisfactory to Lender. However, the
        dominion of cash collections shall be retained by Borrower until the
        occurrence of any of the following: a) an event of default under the
        loan agreement, b) excess availability (i.e., formula availability as
        determined in paragraph 1a) less outstanding loan balance is less than
        $2,500.000 or, c) the outstanding loan balance exceeds $5,000,000.
        Irrespective of the cash dominion, all collections would be subject to a
        one business day clearance charge.

4.      Fees and Expenses:

        a.     Commitment Fee: In consideration of Lender's issuance of this
               commitment letter, Borrower shall pay to Lender a fee (the
               "Commitment Fee") in an amount of $25,000. The Commitment Fee
               shall be due and payable by wire transfer concurrently with
               Borrower's acceptance of this commitment letter. The Commitment
               fee shall be fully earned and non-refundable when this commitment
               letter is accepted by Borrower.

        b.     Closing Fee: A fee equal to one-half of one percent (0.5%) of the
               Maximum Amount would be fully earned at loan closing and payable
               one-quarter of one percent (0.25%) on the first anniversary of
               closing and one-quarter of one percent (0.25%) on the second
               anniversary of closing.

        c.     Foothill Expenses: Borrower would agree to reimburse Lender for
               all of Lender's out-of-pocket costs and expenses relating to this
               financing transaction, including, but not limited to, search
               fees, title search and insurance fees, filing and recording fees,
               attorneys fees and expenses, and examination and appraisal fees
               (collectively, "Foothill Expenses").

5.      Loan Maturity and Prepayment:


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        The Line would mature three years from the initial loan closing
        ("Maturity"). Termination of the loan prior to maturity would result in
        a prepayment fee equal to three percent (3.0%) of the Maximum Amount if
        occurring within one year of the closing date, two percent (2.0%) if
        occurring within the second year of the closing date and one percent
        (1.0%) if occurring thereafter. In the event that early termination is
        the direct result of an acquisition or change of control of Borrower, a
        prepayment fee would be 50% of such fee as determined above.

6.      Purpose:

        The purpose of this financing would be to provide for the general
        corporate needs of Borrower.

7.      Financial Examination and Appraisal Fees:

        Borrower would be obligated to pay to Lender a fee of $650 per day per
        examiner for financial examinations and out-of-pocket costs of inventory
        appraisals for each such examination and appraisal performed by Lender
        or its agents.

8.      Collateral:

        As collateral for all of Borrower's present and future obligations to
        Lender, including those arising under the Line, Lender would be granted
        first priority perfected liens or security interests in and to
        Borrower's now owned or hereafter acquired accounts, chattel paper,
        contract rights, documents, equipment, fixtures, general intangibles
        (including, without limitation, all causes of action, copyrights,
        deposit accounts, licensing agreements, patents, trademarks, and trade
        names), instruments, inventory, investment property, leases, real
        property, securities (including the stock of subsidiaries), and the
        proceeds of all of the foregoing, wherever located. The foregoing is
        collectively referred to as the "Collateral."

9.      Financial Covenants:

        A tangible net worth covenant would be established to allow for a
        reduction to tangible net worth of $6,000,000 as measured from 1/31/98
        to 1/31/99. Lender would also measure tangible net worth on a quarterly
        basis during fiscal 1998 and for periods beyond 1/31/99 which would be
        based upon a discount to projected operating performance. Maximum
        capital expenditure and new store opening limits would also be
        established based upon Borrower's business plan.

10.     Conditions Precedent:

        The following would be conditions precedent to Lender's obligation to
        extent credit to Borrower:


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        a. Borrower, including each of the entities composing Borrower, would
        need to be a corporation in good standing in the jurisdiction of its
        incorporation and qualified to do business in any other jurisdiction
        where such qualification is necessary or appropriate to its business;

        b. The Line would need to be made pursuant to, and subject to, the terms
        of loan agreements, and other financing documents (the "Loan Documents")
        executed and delivered by Borrower on or prior to the Closing Date. The
        Loan Documents would contain various representations, warranties, and
        covenants (affirmative and negative) as are customary, in Lender's
        experience, for a transaction of this type.

        c. Borrower would need to have executed and/or delivered, or caused to
        be delivered, to Lender prior to the Closing Date, such security
        agreements, financing statements, fixture filings, deeds of trust,
        mortgages, and chattel mortgages, title insurance policies and
        endorsements, depositary account agreements, copies of leases, landlord
        waiver, bailee agreements, and other agreements affecting the
        Collateral, insurance certificates and endorsements, and other
        documentation relative to the liens and security interest in the
        Collateral as Lender reasonably may request (the "Security Documents").
        Each of the Loan Documents and the Security Documents (the "Documents")
        would be governed by the law of the State of California and would need
        to be in form and substance reasonably satisfactory to Lender and its
        counsel;

        d. The financing statements, fixture filings, and other Documents
        related to perfection of Lender's interests in the Collateral would need
        to have been filed or recorded in all appropriate jurisdictions and,
        with respect to financing statements, Lender would need to have received
        searches reflecting its filings of record;

        e. There would need to have not occurred any material adverse change in
        Borrower's financial condition or any material adverse change in the
        value of the Collateral;

        f. Lender would need to have received such opinions of Borrower's
        counsel and such advice of Lender's local counsel as Lender would
        reasonably require, which opinions and/or advice would need to be
        satisfactory to Lender and its counsel as to both form and substance.
        Such opinions of Borrower's counsel would include, but not be limited
        to, opinions as to Borrower's corporate existence. Borrower's power and
        authority to enter into the Documents, the validity, binding effect, and
        enforceability of each of the Documents, and the perfection of Lender's
        liens and security interests in the Collateral;

        g.   Payment of all accrued and unpaid Foothill Expenses;

11.     Brokers' Fees:

        Any brokerage commission or finder's fees payable in connection with the
        financing arrangement outlined herein will be payable by Borrower and
        not by Lender. Borrower represents and warrants to Lender that it has
        not incurred any obligation for a brokerage commission or a finder's fee
        in connection with Borrower's transactions with Lender. 


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        Borrower agrees to indemnify, defend, and hold Lender harmless from and
        against any claim of any broker or finder arising out of the financing
        arrangement outlined herein.

12.     Closing Date:

        If the financing arrangement contemplated by this letter is not
        consummated on or before May 6, 1998, then, without any requirement of
        notice or other formality, no party hereto would have any obligation to
        pursue the financing arrangement outlined in this letter. The date on
        which the Documents are executed and all conditions precedent have been
        met would be deemed the "Closing Date."

13.     Complete Agreement; No Oral Modifications.

        This commitment letter embodies the entire agreement between the parties
        hereto with respect to the subject matter hereof and supersedes all
        prior proposals, negotiations, or agreements whether written or oral,
        relating to the subject matter hereof including any letter of intent.
        This letter may not be modified, amended, supplemented, or otherwise
        changed, except by a document in writing signed by the parties hereto.

14.     Governing Law; Jury Waiver.

        This letter shall be deemed to have been made in the state of California
        and the validity of this letter, and the construction, interpretation,
        and enforcement hereof, and the rights of the parties hereto relating to
        claims or causes of action arising in connection herewith shall be
        determined under, governed by, and construed in accordance with the laws
        of the state of California. Borrower and Lender hereby expressly waive
        any right to trial by jury of any claim, demand, action, cause of
        action, or proceeding arising under or respect to this letter, or in any
        way related or incidental to the dealings of the parties hereto with
        respect to this letter, or the transactions contemplated hereby, in each
        case whether or now or hereafter arising, irrespective of whether
        sounding in contract, tort, or otherwise. Borrower and Lender hereby
        agree that any such claim, demand, action, cause of action, or
        proceeding shall be decided by a court trial without a jury and that any
        party hereto may file an original counterpart or a copy of this section
        with any court as written evidence of the consent of the other party
        hereto to waive its right to trial by jury.

15.     Expense Deposit:

        In connection with the requesting financing, Borrower understands that
        it will be necessary for Lender to make certain financial, legal, and
        collateral investigations and determinations. Borrower and Lender
        acknowledge that Borrower previously has paid to Lender the sum of
        $25,000 (the "Expense Deposit") as a deposit against the Foothill
        Expenses that may be incurred by Lender. Lender will require an
        additional $20,000 Expense Deposit. This Expense Deposit will be held by
        Lender while making such investigations and determinations and will be
        applied to Foothill Expenses as and when they are incurred. If Lender
        concludes for any reason, that it will not make the financing outlined
        herein available to Borrower, it will return the unused balance of the
        Expense 


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        Deposit. As an illustration, the amount to be deducted from the Expense
        Deposit may include costs and expenses incurred by auditors and
        appraisers and in verifying Borrower's records, Lender's legal expenses
        in connection with advice concerning the subject financing or with the
        preparation of the Documents, and any filing and search fees. If, on the
        other hand, Lender continues to be prepared to extend the credit
        described herein to Borrower and Borrower declines for any reason, to
        accept such financial accommodations from Lender, Lender shall be
        entitled to retain the full amount of the Expense Deposit, irrespective
        of the amount of the Foothill Expenses incurred. Lender's retention of
        the balance of the Expense Deposit results from its reasonable endeavor
        to estimate the added administrative costs incurred and the amount of
        damage sustained by Lender as a result of Borrower's decision to decline
        to accept the financing. If the financing is funded, the Expense Deposit
        will be returned to Borrower after deducting all Foothill Expenses
        actually incurred by Lender. Lender shall not be obligated to segregate
        the Expense Deposit from its other funds and Borrower is not entitled to
        receive interest on any portion of the Expense Deposit. Borrower hereby
        agrees to pay to Lender the full amount of the Foothill Expenses
        incurred in connection with the transaction contemplated hereby,
        irrespective of the amount of the Expense Deposit and whether the
        subject transaction actually is consummated. From time to time, Lender
        shall be entitled to request, and Borrower shall be obligated to provide
        supplements to the Expense Deposit to the extent that actual or
        projected Foothill Expenses exceed the Expense Deposit.

16.     Indemnification:

        Borrower shall pay, indemnify, defend, and hold Lender, and each of its
        officers, directors, employees, counsel, agents, and attorneys-in-fact
        (each, an "Indemnified Person") harmless (to the fullest extent
        permitted by law) from and against any and all claims, demands, suits,
        actions, investigations, proceedings, and damages, and all attorneys
        fees and disbursements and other costs and expenses incurred in
        connection therewith (as and when they are incurred and irrespective of
        whether suit is brought), at any time asserted against, imposed upon, or
        incurred by any of them in connection with or as a result of or related
        to the execution, delivery, enforcement, or performance, of this
        commitment letter or the transactions contemplated herein, and with
        respect to any investigation, litigation, or proceeding related to this
        commitment letter, (irrespective of whether any Indemnified Person is a
        party thereto), or any act, omission, event or circumstance in any
        manner related thereto. This provision shall survive the termination of
        this letter.

        We are very enthusiastic about the opportunity to finance the operations
of Garden Botanika, Inc. and believe that we can proceed very quickly to the
signing of the Documents and subsequent closing of the financing. If you wish to
proceed on the basis outlined above, please execute this letter in the space
provided below and return it to the undersigned no later than 12:00 p.m.,
California time, on or before April 7, 1998, which acceptance must be
accompanied by the payment of the Commitment Fee and the supplemental Expense
Deposit of $20,000. If you fail to do so by such date and time, this letter
shall expire automatically.

                                            Very truly yours,


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                                            FOOTHILL CAPITAL CORPORATION

                                            /s/  SCOTT GLASSBERG
                                            ------------------------------------
                                            Vice President


The foregoing terms and conditions are hereby accepted and agreed to as of April
7,1998, as amended as of April 27, 1998.

                                            GARDEN BOTANIKA, INC.,

                                            /s/  GEORGE W. NEWMAN
                                            ------------------------------------
                                            Vice President & Controller


cc:    David C. Hilton - Senior Executive Vice President / Foothill Capital
        John F. Nickoll - Chairman / Foothill Capital