
<PAGE>
                                                                  EXHIBIT 10.8.4
 
                           SANTA BARBARA BANK & TRUST
                         COMMERCIAL SECURITY AGREEMENT

<TABLE>
<CAPTION> 
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          PRINCIPAL               LOAN DATE       MATURITY      LOAN NO     CALL     COLLATERAL     ACCOUNT     OFFICER     INITIALS
<S>                             <C>             <C>             <C>        <C>      <C>            <C>         <C>         <C>
        $285,430.11              03-23-1998      01-01-2001      17735       4A          910         14492       PWM
------------------------------------------------------------------------------------------------------------------------------------
 References in the shaded area are for Lender's use only and do not limit the applicability of this document to any particular loan
 or item.
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</TABLE>

<TABLE>
<S>                                                                    <C> 
 BORROWER:  THE BALANCE BAR COMPANY                                    LENDER:  SANTA BARBARA BANK & TRUST
            1015 MARK AVENUE                                                    MAIN OFFICE
            CARPINTERIA, CA 93013-2912                                          C/O LOAN SERVICES
                                                                                P.O. BOX 1173
                                                                                SANTA BARBARA, CA  93102-1173
====================================================================================================================================

</TABLE>
THIS COMMERCIAL SECURITY AGREEMENT IS ENTERED INTO BETWEEN THE BALANCE BAR
COMPANY (REFERRED TO BELOW AS "GRANTOR"); AND SANTA BARBARA BANK & TRUST
(REFERRED TO BELOW AS "LENDER").  FOR VALUABLE CONSIDERATION, GRANTOR GRANTS TO
LENDER A SECURITY INTEREST IN THE COLLATERAL TO SECURE THE INDEBTEDNESS AND
AGREES THAT LENDER SHALL HAVE THE RIGHTS STATED IN THIS AGREEMENT WITH RESPECT
TO THE COLLATERAL, IN ADDITION TO ALL OTHER RIGHTS WHICH LENDER MAY HAVE BY LAW.

DEFINITIONS.  The following words shall have the following meanings when used in
this Agreement.  Terms not otherwise defined in this Agreement shall have the
meanings attributed to such terms in the Uniform Commercial Code.  All
references to dollar amounts shall mean amounts in lawful money of the United
States of America.

   AGREEMENT.  The word "Agreement" means this Commercial Security Agreement, as
   this Commercial Security Agreement may be amended or modified from time to
   time, together with all exhibits and schedules attached to this Commercial
   Security Agreement from time to time.

   COLLATERAL.  The word "Collateral" means the following described property of
   Grantor, whether now owned or hereafter acquired, whether now existing or
   hereafter arising, and wherever located:

      ALL INVENTORY (INCLUDING ALL RAW MATERIALS, WORK IN PROCESS, FINISHED
      GOODS AND GOODS HELD FOR SALE OR LEASED OR FINISHED UNDER CONTRACTS OF
      SERVICE IN WHICH DEBTOR HAS OR LATER ACQUIRES A RIGHT); RECEIVABLES
      (INCLUDING ACCOUNTS, INSTRUMENTS, DOCUMENTS, CHATTEL PAPER AND GENERAL
      INTANGIBLES); ACCOUNTS (INCLUDING RIGHTS TO PAYMENTS FOR GOODS SOLD OR
      LEASED OR SERVICES RENDERED BY GRANTOR); CONTRACT RIGHTS, EQUIPMENT (IN
      WHICH GRANTOR HAS, OR LATER ACQUIRES, A RIGHT; AND DOCUMENTS OF TITLE
      COVERING ALL OR A PART OF SAID EQUIPMENT); FURNITURE, FIXTURES, AND
      GENERAL INTANGIBLES.

   In addition, the word "Collateral" includes all the following, whether now
   owned or hereafter acquired, whether now existing or hereafter arising, and
   wherever located:

      (a) All attachments, accessions, accessories, tools, parts, supplies,
      increases, and additions to and all replacements of and substitutions for
      any property described above.

      (b) All products and produce of any of the property described in this
      Collateral section.

      (c) All accounts, general intangibles, instruments, rents, monies,
      payments, and all other rights, arising out of a sale, lease, or other
      disposition of any of the property described in this Collateral section.

      (d) All proceeds (including insurance proceeds) from the sale,
      destruction, loss, or other disposition of any of the property described
      in this Collateral section.

      (e) All records and data relating to any of the property described in this
      Collateral section, whether in the form of a writing, photograph,
      microfilm, microfiche, or electronic media, together with all of Grantor's
      right, title, and interest in and to all computer software required to
      utilize, create, maintain, and process any such records or data on
      electronic media.

   EVENT OF DEFAULT.  The words "Event of Default" mean and include without
   limitation any of the Events of Default set forth below in the section titled
   "Events of Default."

   GRANTOR.  The word "Grantor" means The Balance Bar Company, its successors
   and assigns.

   GUARANTOR.  The word "Guarantor" means and includes without limitation each
   and all of the guarantors, sureties, and accommodation parties in connection
   with the Indebtedness.

   INDEBTEDNESS.  The word "Indebtedness" means the indebtedness evidenced by
   the Note, including all principal and interest, together with all other
   indebtedness and costs and expenses for which Grantor is responsible under
   this Agreement or under any of the Related Documents.

   LENDER.  The word "Lender" means Santa Barbara Bank & Trust, its successors
   and assigns.

   NOTE.  The word "Note" means the note or credit agreement dated March 23,
   1998, in the principal amount of $285,430.11 from The Balance Bar Company to
   Lender, together with all renewals of, extensions of, modifications of,
   refinancings of, consolidations of and substitutions for the note or credit
   agreement.

   RELATED DOCUMENTS.  The words "Related Documents" mean and include without
   limitation all promissory notes, credit agreements, loan agreements,
   environmental agreements, guaranties, security agreements, mortgages, deeds
   of trust, and all other instruments, agreements and documents, whether now or
   hereafter existing, executed in connection with the Indebtedness.

<PAGE>
 
03-23-1998                  COMMERCIAL SECURITY AGREEMENT                PAGE 2
LOAN NO 17735                       (CONTINUED)

=============================================================================== 

RIGHT OF SETOFF.  Grantor hereby grants Lender a contractual possessory security
interest in and hereby assigns, conveys, delivers, pledges, and transfers all of
Grantor's right, title and interest in and to Grantor's accounts with Lender
(whether checking, savings, or some other account), including all accounts held
jointly with someone else and all accounts Grantor may open in the future,
excluding, however, all IRA and Keogh accounts, and all trust accounts for which
the grant of a security interest would be prohibited by law.  Grantor authorizes
Lender, to the extent permitted by applicable law, to charge or setoff all
Indebtedness against any and all such accounts, and, at Lender's option, to
administratively freeze all such accounts to allow Lender to protect Lender's
charge and setoff rights provided in this paragraph.

OBLIGATIONS OF GRANTOR.  Grantor warrants and covenants to Lender as follows:

   ORGANIZATION.  Grantor is a corporation which is duly organized, validly
   existing, and in good standing under the laws of the State of California.

   AUTHORIZATION.  The execution, delivery, and performance of this Agreement by
   Grantor have been duly authorized by all necessary action by Grantor and do
   not conflict with, result in a violation of, or constitute a default under
   (a) any provision of its articles of incorporation or organization, or
   bylaws, or any agreement or other instrument binding upon Grantor or (b) any
   law, governmental regulation, court decree, or order applicable to Grantor.

   PERFECTION OF SECURITY INTEREST.  Grantor agrees to execute such financing
   statements and to take whatever other actions are requested by Lender to
   perfect and continue Lender's security interest in the Collateral.  Upon
   request of Lender, Grantor will deliver to Lender any and all of the
   documents evidencing or constituting the Collateral, and Grantor will note
   Lender's interest upon any and all chattel paper if not delivered to Lender
   for possession by Lender.  Grantor hereby appoints Lender as its irrevocable
   attorney-in-fact for the purpose of executing any documents necessary to
   perfect or to continue the security interest granted in this Agreement.
   Lender may at any time, and without further authorization from Grantor, file
   a carbon, photographic or other reproduction of any financing statement or of
   this Agreement for use as a financing statement.  Grantor will reimburse
   Lender for all expenses for the perfection and the continuation of the
   perfection of Lender's security interest in the Collateral.  Grantor promptly
   will notify Lender before any change in Grantor's name including any change
   to the assumed business names of Grantor.

   NO VIOLATION.  The execution and delivery of this Agreement will not violate
   any law or agreement governing Grantor or to which Grantor is a party, and
   its certificate or articles of incorporation and bylaws do not prohibit any
   term or condition of this Agreement.

   ENFORCEABILITY OF COLLATERAL.  To the extent the Collateral consists of
   accounts, chattel paper, or general intangibles, the Collateral is
   enforceable in accordance with its terms, is genuine, and complies with
   applicable laws concerning form, content and manner of preparation and
   execution, and all persons appearing to be obligated on the Collateral have
   authority and capacity to contract and are in fact obligated as they appear
   to be on the Collateral.

   LOCATION OF THE COLLATERAL.  Grantor, upon request of Lender, will deliver to
   Lender in form satisfactory to Lender a schedule of real properties and
   Collateral locations relating to Grantor's operations, including without
   limitation the following:  (a) all real property owned or being purchased by
   Grantor; (b) all real property being rented or leased by Grantor; (c) all
   storage facilities owned, rented, leased, or being used by Grantor; and (d)
   all other properties where Collateral is or may be located.  Except in the
   ordinary course of its business, Grantor shall not remove the Collateral from
   its existing locations without the prior written consent of Lender.

   REMOVAL OF COLLATERAL.  Grantor shall keep the Collateral (or to the extent
   the Collateral consists of intangible property such as accounts, the records
   concerning the Collateral) at Grantor's address shown above, or at such other
   locations as are acceptable to Lender.  Except in the ordinary course of its
   business, including the sales of inventory, Grantor shall not remove the
   Collateral from its existing locations without the prior written consent of
   Lender.  To the extent that the Collateral consists of vehicles, or other
   titled property, Grantor shall not take or permit any action which would
   require application for certificates of title for the vehicles outside the
   State of California, without the prior written consent of Lender.

   TRANSACTIONS INVOLVING COLLATERAL.  Except for inventory sold or accounts
   collected in the ordinary course of Grantor's business, Grantor shall not
   sell, offer to sell, or otherwise transfer or dispose of the Collateral.
   While Grantor is not in default under this Agreement, Grantor may sell
   inventory, but only in the ordinary course of its business and only to buyers
   who qualify as a buyer in the ordinary course of business.  A sale in the
   ordinary course of Grantor's business does not include a transfer in partial
   or total satisfaction of a debt or any bulk sale.  Grantor shall not pledge,
   mortgage, encumber or otherwise permit the Collateral to be subject to any
   lien, security interest, encumbrance, or charge, other than the security
   interest provided for in this Agreement, without the prior written consent of
   Lender.  This includes security interests even if junior in right to the
   security interests granted under this Agreement.  Unless waived by Lender,
   all proceeds from any disposition of the Collateral (for whatever reason)
   shall be held in trust for Lender and shall not be commingled with any other
   funds; provided however, this requirement shall not constitute consent by
   Lender to any sale or other disposition.  Upon receipt, Grantor shall
   immediately deliver any such proceeds to Lender.

   TITLE.  Grantor represents and warrants to Lender that it holds good and
   marketable title to the Collateral, free and clear of all liens and
   encumbrances except for the lien of this Agreement.  No financing statement
   covering any of the Collateral is on file in any public office other than
   those which reflect the security interest created by this Agreement or to
   which Lender has specifically consented.  Grantor shall defend Lender's
   rights in the Collateral against the claims and demands of all other persons.

   COLLATERAL SCHEDULES AND LOCATIONS.  Insofar as the Collateral consists of
   inventory, Grantor shall deliver to Lender, as often as Lender shall require,
   such lists, descriptions, and designations of such Collateral as Lender may
   require to identify the nature, extent, and location of such Collateral.
   Such information shall be submitted for Grantor and each of its subsidiaries
   or related companies.

   MAINTENANCE AND INSPECTION OF COLLATERAL.  Grantor shall maintain all
   tangible Collateral in good condition and repair.  Grantor will not commit or
   permit damage to or destruction of the Collateral or any part of the
   Collateral.  Lender and its designated representatives and agents shall have
   the right at all reasonable times to examine, inspect, and audit the
   Collateral wherever located.  Grantor shall immediately notify Lender of all
   cases involving the return, rejection, repossession, loss or damage of or to
   any Collateral; of any request for credit or adjustment or of any other
   dispute arising with respect to the Collateral; and generally of all
   happenings and events affecting the Collateral or the value or the amount of
   the Collateral.

   TAXES, ASSESSMENTS AND LIENS.  Grantor will pay when due all taxes,
   assessments and liens upon the Collateral, its use or operation, upon this
   Agreement, upon any promissory note or notes evidencing the Indebtedness, or
   upon any of the other Related Documents. Grantor may withhold any such
   payment or may elect to contest any lien if Grantor is in good faith
   conducting an appropriate proceeding to contest the obligation to pay and so
   long as Lender's interest in the Collateral is not jeopardized in Lender's
   sole opinion. If the Collateral is subjected to a lien which is not
   discharged within fifteen (15) days, Grantor shall deposit with Lender cash,
   a sufficient corporate surety bond or other security satisfactory to Lender
   in an amount adequate to provide for the discharge of the lien plus any
   interest, costs, attorneys' fees or other charges that could accrue

<PAGE>
                                                                  EXHIBIT 10.8.5
 
03-23-1998                  COMMERCIAL SECURITY AGREEMENT
LOAN NO 17735                       (CONTINUED)

=============================================================================== 

   as a result of foreclosure or sale of the Collateral.  In any contest Grantor
   shall defend itself and Lender and shall satisfy any final adverse judgment
   before enforcement against the Collateral.  Grantor shall name Lender as an
   additional obligee under any surety bond furnished in the contest
   proceedings.

   COMPLIANCE WITH GOVERNMENTAL REQUIREMENTS.  Grantor shall comply promptly
   with all laws, ordinances, rules and regulations of all governmental
   authorities, now or hereafter in effect, applicable to the ownership,
   production, disposition, or use of the Collateral.  Grantor may contest in
   good faith any such law, ordinance or regulation and withhold compliance
   during any proceeding, including appropriate appeals, so long as Lender's
   interest in the Collateral, in Lender's opinion, is not jeopardized.

   HAZARDOUS SUBSTANCES.  Grantor represents and warrants that the Collateral
   never has been, and never will be so long as this Agreement remains a lien on
   the Collateral, used for the generation, manufacture, storage,
   transportation, treatment, disposal, release or threatened release of any
   hazardous waste or substance, as those terms are defined in the Comprehensive
   Environmental Response, Compensation, and Liability Act of 1980, as amended,
   42 U.S.C. Section 9601, et seq. ("CERCLA"), the Superfund Amendments and
   Reauthorization Act of 1986, Pub. L. No. 99-499 ("SARA"), the Hazardous
   Materials Transportation Act, 49 U.S.C. Section 1801, et seq., the Resource
   Conservation and Recovery Act, 42 U.S.C. Section 6901, et seq., Chapters 6.5
   through 7.7 of Division 20 of the California Health and Safety Code, Section
   25100, et seq., or other applicable state or Federal laws, rules, or
   regulations adopted pursuant to any of the foregoing. The terms "hazardous
   waste" and "hazardous substance" shall also include, without limitation,
   petroleum and petroleum by-products or any fraction thereof and asbestos. The
   representations and warranties contained herein are based on Grantor's due
   diligence in investigating the Collateral for hazardous wastes and
   substances. Grantor hereby (a) releases and waives any future claims against
   Lender for indemnity or contribution in the event Grantor becomes liable for
   cleanup or other costs under any such laws, and (b) hereby agrees to
   indemnify and hold harmless Lender against any and all claims and losses
   resulting from a breach of this provision of this Agreement. This obligation
   to indemnify shall survive the payment of the Indebtedness and the
   satisfaction of this Agreement.

   MAINTENANCE OF CASUALTY INSURANCE. Grantor shall procure and maintain all
   risks insurance, including without limitation fire, theft and liability
   coverage together with such other insurance as Lender may require with
   respect to the Collateral, in form, amounts, coverages and basis reasonably
   acceptable to Lender and issued by a company or companies reasonably
   acceptable to Lender. Grantor, upon request of Lender, will deliver to Lender
   from time to time the policies or certificates of insurance in form
   satisfactory to Lender, including stipulations that coverages will not be
   cancelled or diminished without at least ten (10) days' prior written notice
   to Lender and not including any disclaimer of the insurer's liability for
   failure to give such a notice. Each insurance policy also shall include an
   endorsement providing that coverage in favor of Lender will not be impaired
   in any way by any act, omission or default of Grantor or any other person. In
   connection with all policies covering assets in which Lender holds or is
   offered a security interest, Grantor will provide Lender with such loss
   payable or other endorsements as Lender may require. In no event shall the
   insurance be in an amount less than the amount agreed upon in the Agreement
   to Provide Insurance. If Grantor at any time fails to obtain or maintain any
   insurance as required under this Agreement, Lender may (but shall not be
   obligated to) obtain such insurance as Lender deems appropriate, including if
   it so chooses "single interest insurance," which will cover only Lender's
   interest in the Collateral.

   APPLICATION OF INSURANCE PROCEEDS.  Grantor shall promptly notify Lender of
   any loss or damage to the Collateral.  Lender may make proof of loss if
   Grantor fails to do so within fifteen (15) days of the casualty.  All
   proceeds of any insurance on the Collateral, including accrued proceeds
   thereon, shall be held by Lender as part of the Collateral.  If Lender
   consents to repair or replacement of the damaged or destroyed Collateral,
   Lender shall, upon satisfactory proof of expenditure, pay or reimburse
   Grantor from the proceeds for the reasonable cost of repair or restoration.
   If Lender does not consent to repair or replacement of the Collateral, Lender
   shall retain a sufficient amount of the proceeds to pay all of the
   Indebtedness, and shall pay the balance to Grantor.  Any proceeds which have
   not been disbursed within six (6) months after their receipt and which
   Grantor has not committed to the repair or restoration of the Collateral
   shall be used to prepay the Indebtedness.

   INSURANCE RESERVES.  Lender may require Grantor to maintain with Lender
   reserves for payment of insurance premiums, which reserves shall be created
   by monthly payments from Grantor of a sum estimated by Lender to be
   sufficient to produce, at least fifteen (15) days before the premium due
   date, amounts at least equal to the insurance premiums to be paid.  If
   fifteen (15) days before payment is due, the reserve funds are insufficient,
   Grantor shall upon demand pay any deficiency to Lender.  The reserve funds
   shall be held by Lender as a general deposit and shall constitute a non-
   interest-bearing account which Lender may satisfy by payment of the insurance
   premiums required to be paid by Grantor as they become due.  Lender does not
   hold the reserve funds in trust for Grantor, and Lender is not the agent of
   Grantor for payment of the insurance premiums required to be paid by Grantor.
   The responsibility for the payment of premiums shall remain Grantor's sole
   responsibility.

   INSURANCE REPORTS.  Grantor, upon request of Lender, shall furnish to Lender
   reports on each existing policy of insurance showing such information as
   Lender may reasonably request including the following:  (a) the name of the
   insurer; (b) the risks insured; (c) the amount of the policy; (d) the
   property insured; (e) the then current value on the basis of which insurance
   has been obtained and the manner of determining that value; and (f) the
   expiration date of the policy.  In addition, Grantor shall upon request by
   Lender (however not more often than annually) have an independent appraiser
   satisfactory to Lender determine, as applicable, the cash value or
   replacement cost of the Collateral.

GRANTOR'S RIGHT TO POSSESSION.  Until default, Grantor may have possession of
the tangible personal property and beneficial use of all the Collateral and may
use it in any lawful manner not inconsistent with this Agreement or the Related
Documents, provided that Grantor's right to possession and beneficial use shall
not apply to any Collateral where possession of the Collateral by Lender is
required by law to perfect Lender's security interest in such Collateral.  If
Lender at any time has possession of any Collateral, whether before or after an
Event of Default, Lender shall be deemed to have exercised reasonable care in
the custody and preservation of the Collateral if Lender takes such action for
that purpose as Grantor shall request or as Lender, in Lender's sole discretion,
shall deem appropriate under the circumstances, but failure to honor any request
by Grantor shall not of itself be deemed to be a failure to exercise reasonable
care.  Lender shall not be required to take any steps necessary to preserve any
rights in the Collateral against prior parties, nor to protect, preserve or
maintain any security interest given to secure the Indebtedness.

EXPENDITURES BY LENDER.  If not discharged or paid when due, Lender may (but
shall not be obligated to) discharge or pay any amounts required to be
discharged or paid by Grantor under this Agreement, including without limitation
all taxes, liens, security interests, encumbrances, and other claims, at any
time levied or placed on the Collateral.  Lender also may (but shall not be
obligated to) pay all costs for insuring, maintaining and preserving the
Collateral.  All such expenditures incurred or paid by Lender for such purposes
will then bear interest at the rate charged under the Note from the date
incurred or paid by Lender to the date of repayment by Grantor.  All such
expenses shall become a part of the Indebtedness and, at Lender's option, will
(a) be payable on demand, (b) be added to the balance of the Note and be
apportioned among and be payable with any installment payments to become due
during either (i) the term of any applicable insurance policy or (ii) the
remaining term of the Note, or (c) be treated as a balloon payment which will be
due and payable at the Note's maturity.  This Agreement also will secure payment
of these amounts.  Such right shall be in addition to all other rights and
remedies to which Lender may be entitled upon the occurrence of an Event of
Default.

<PAGE>
 
03-23-1998                  COMMERCIAL SECURITY AGREEMENT                
LOAN NO 17735                      (CONTINUED)

=============================================================================== 

EVENTS OF DEFAULT.  Each of the following shall constitute an Event of Default
under this Agreement:

   DEFAULT ON INDEBTEDNESS.  Failure of Grantor to make any payment when due on
   the Indebtedness.

   OTHER DEFAULTS.  Failure of Grantor to comply with or to perform any other
   term, obligation, covenant or condition contained in this Agreement or in any
   of the Related Documents or in any other agreement between Lender and
   Grantor.

   FALSE STATEMENTS.  Any warranty, representation or statement made or
   furnished to Lender by or on behalf of Grantor under this Agreement, the Note
   or the Related Documents is false or misleading in any material respect,
   either now or at the time made or furnished.

   DETECTIVE COLLATERALIZATION.  This Agreement or any of the Related Documents
   ceases to be in full force and effect (including failure of any collateral
   documents to create a valid and perfected security interest or lien) at any
   time and for any reason.

   INSOLVENCY.  The dissolution or termination of Grantor's existence as a going
   business, the insolvency of Grantor, the appointment of a receiver for any
   part of Grantor's property, any assignment for the benefit of creditors, any
   type of creditor workout, or the commencement of any proceeding under any
   bankruptcy or insolvency laws by or against Grantor.

   CREDITOR OR FORFEITURE PROCEEDINGS.  Commencement of foreclosure or
   forfeiture proceedings, whether by judicial proceeding, self-help,
   repossession or any other method, by any creditor of Grantor or by any
   governmental agency against the Collateral or any other collateral securing
   the Indebtedness.  This includes a garnishment of any of Grantor's deposit
   accounts with Lender.  However, this Event of Default shall not apply if
   there is a good faith dispute by Grantor as to the validity or reasonableness
   of the claim which is the basis of the creditor or forfeiture proceeding and
   if Grantor gives Lender written notice of the creditor or forfeiture
   proceeding and deposits with Lender monies or a surety bond for the creditor
   or forfeiture proceeding, in an amount determined by Lender, in its sole
   discretion, as being an adequate reserve or bond for the dispute.

   EVENTS AFFECTING GUARANTOR.  Any of the preceding events occurs with respect
   to any Guarantor of any of the Indebtedness or such Guarantor dies or becomes
   incompetent.  Lender, at its option, may, but shall not be required to,
   permit the Guarantor's estate to assume unconditionally the obligations
   arising under the guaranty in a manner satisfactory to Lender, and, in doing
   so, cure the Event of Default.

   ADVERSE CHANGE.  A material adverse change occurs in Grantor's financial
   condition, or Lender believes the prospect of payment or performance of the
   Indebtedness is impaired.

   INSECURITY.  Lender, in good faith, deems itself insecure.

   RIGHT TO CURE.  If any default, other than a Default on Indebtedness, is
   curable and if Grantor has not been given a prior notice of a breach of the
   same provision of this Agreement, it may be cured (and no Event of Default
   will have occurred) if Grantor, after Lender sends written notice demanding
   cure of such default, (a) cures the default within fifteen (15) days; or (b)
   if the cure requires more than fifteen (15) days, immediately initiates steps
   which Lender deems in Lender's sole discretion to be sufficient to cure the
   default and thereafter continues and completes all reasonable and necessary
   steps sufficient to produce compliance as soon as reasonably practical.

RIGHTS AND REMEDIES ON DEFAULT.  If an Event of Default occurs under this
Agreement, at any time thereafter, Lender shall have all the rights of a secured
party under the California Uniform Commercial Code.  In addition and without
limitation, Lender may exercise any one or more of the following rights and
remedies:

   ACCELERATE INDEBTEDNESS.  Lender may declare the entire Indebtedness,
   including any prepayment penalty which Grantor would be required to pay,
   immediately due and payable, without notice.

   ASSEMBLE COLLATERAL.  Lender may require Grantor to deliver to Lender all or
   any portion of the Collateral and any and all certificates of title and other
   documents relating to the Collateral.  Lender may require Grantor to assemble
   the Collateral and make it available to Lender at a place to be designated by
   Lender.  Lender also shall have full power to enter upon the property of
   Grantor to take possession of and remove the Collateral.  If the Collateral
   contains other goods not covered by this Agreement at the time of
   repossession, Grantor agrees Lender may take such other goods, provided that
   Lender makes reasonable efforts to return them to Grantor after repossession.

   SELL THE COLLATERAL.  Lender shall have full power to sell, lease, transfer,
   or otherwise deal with the Collateral or proceeds thereof in its own name or
   that of Grantor.  Lender may sell the Collateral at public auction or private
   sale.  Unless the Collateral threatens to decline speedily in value or is of
   a type customarily sold on a recognized market, Lender will give Grantor
   reasonable notice of the time after which any private sale or any other
   intended disposition of the Collateral is to be made.  The requirements of
   reasonable notice shall be met if such notice is given at least ten (10)
   days, or such lesser time as required by state law, before the time of the
   sale or disposition.  All expenses relating to the disposition of the
   Collateral, including without limitation the expenses of retaking, holding,
   insuring, preparing for sale and selling the Collateral, shall become a part
   of the Indebtedness secured by this Agreement and shall be payable on demand,
   with interest at the Note rate from date of expenditure until repaid.

   APPOINT RECEIVER.  To the extent permitted by applicable law, Lender shall
   have the following rights and remedies regarding the appointment of a
   receiver:  (a) Lender may have a receiver appointed as a matter of right, (b)
   the receiver may be an employee of Lender and may serve without bond, and (c)
   all fees of the receiver and his or her attorney shall become part of the
   Indebtedness secured by this Agreement and shall be payable on demand, with
   interest at the Note rate from date of expenditure until repaid.

   COLLECT REVENUES, APPLY ACCOUNTS.  Lender, either itself or through a
   receiver, may collect the payments, rents, income, and revenues from the
   Collateral.  Lender may at any time in its discretion transfer any Collateral
   into its own name or that of its nominee and receive the payments, rents,
   income, and revenues therefrom and hold the same as security for the
   Indebtedness or apply it to payment of the Indebtedness in such order of
   preference as Lender may determine.  Insofar as the Collateral consists of
   accounts, general intangibles, insurance policies, instruments, chattel
   paper, choses in action, or similar property, Lender may demand, collect,
   receipt for, settle, compromise, adjust, sue for, foreclose, or realize on
   the Collateral as Lender may determine, whether or not Indebtedness or
   Collateral is then due.  For these purposes, Lender may, on behalf of and in
   the name of Grantor, receive, open and dispose of mail addressed to Grantor;
   change any address to which mail and payments are to be sent; and endorse
   notes, checks, drafts, money orders, documents of title, instruments and
   items pertaining to payment, shipment, or storage of any Collateral.  To
   facilitate collection, Lender may notify account debtors and obligors on any
   Collateral to make payments directly to Lender.


<PAGE>
 
03-23-1998                  COMMERCIAL SECURITY AGREEMENT                
LOAN NO 17735                       (CONTINUED)

=============================================================================== 

   OBTAIN DEFICIENCY.  If Lender chooses to sell any or all of the Collateral,
   Lender may obtain a judgment against Grantor for any deficiency remaining on
   the Indebtedness due to Lender after application of all amounts received from
   the exercise of the rights provided in this Agreement.  Grantor shall be
   liable for a deficiency even if the transaction described in this subsection
   is a sale of accounts or chattel paper.

   OTHER RIGHTS AND REMEDIES.  Lender shall have all the rights and remedies of
   a secured creditor under the provisions of the Uniform Commercial Code, as
   may be amended from time to time.  In addition, Lender shall have and may
   exercise any or all other rights and remedies it may have available at law,
   in equity, or otherwise.

   CUMULATIVE REMEDIES.  All of Lender's rights and remedies, whether evidenced
   by this Agreement or the Related Documents or by any other writing, shall be
   cumulative and may be exercised singularly or concurrently.  Election by
   Lender to pursue any remedy shall not exclude pursuit of any other remedy,
   and an election to make expenditures or to take action to perform an
   obligation of Grantor under this Agreement, after Grantor's failure to
   perform, shall not affect Lender's right to declare a default and to exercise
   its remedies.

MISCELLANEOUS PROVISIONS.  The following miscellaneous provisions are a part of
this Agreement:

   AMENDMENTS.  This Agreement, together with any Related Documents, constitutes
   the entire understanding and agreement of the parties as to the matters set
   forth in this Agreement.  No alteration of or amendment to this Agreement
   shall be effective unless given in writing and signed by the party or parties
   sought to be charged or bound by the alteration or amendment.

   APPLICABLE LAW.  This Agreement has been delivered to Lender and accepted by
   Lender in the State of California.  If there is a lawsuit, Grantor agrees
   upon Lender's request to submit to the jurisdiction of the courts of the
   State of California.  This Agreement shall be governed by and construed in
   accordance with the laws of the State of California.

   ATTORNEYS' FEES; EXPENSES.  Grantor agrees to pay upon demand all of Lender's
   costs and expenses, including attorneys' fees and Lender's legal expenses,
   incurred in connection with the enforcement of this Agreement.  Lender may
   pay someone else to help enforce this Agreement, and Grantor shall pay the
   costs and expenses of such enforcement.  Costs and expenses include Lender's
   attorneys' fees and legal expenses whether or not there is a lawsuit,
   including attorneys' fees and legal expenses for bankruptcy proceedings (and
   including efforts to modify or vacate any automatic stay or injunction),
   appeals, and any anticipated post-judgment collection services.  Grantor also
   shall pay all court costs and such additional fees as may be directed by the
   court.

   CAPTION HEADINGS.  Caption headings in this Agreement are for convenience
   purposes only and are not to be used to interpret or define the provisions of
   this Agreement.

   MULTIPLE PARTIES; CORPORATE AUTHORITY.  All obligations of Grantor under this
   Agreement shall be joint and several, and all references to Grantor shall
   mean each and every Grantor.  This means that each of the persons signing
   below is responsible for all obligations in this Agreement.

   NOTICES.  All notices required to be given under this Agreement shall be
   given in writing, may be sent by telefacsimile (unless otherwise required by
   law), and shall be effective when actually delivered or when deposited with a
   nationally recognized overnight courier or deposited in the United States
   mail, first class, postage prepaid, addressed to the party to whom the notice
   is to be given at the address shown above.  Any party may change its address
   for notices under this Agreement by giving formal written notice to the other
   parties, specifying that the purpose of the notice is to change the party's
   address.  To the extent permitted by applicable law, if there is more than
   one Grantor, notice to any Grantor will constitute notice to all Grantors.
   For notice purposes, Grantor will keep Lender informed at all times of
   Grantor's current address(es).

   POWER OF ATTORNEY.  Grantor hereby appoints Lender as its true and lawful
   attorney-in-fact, irrevocably, with full power of substitution to do the
   following:  (a) to demand, collect, receive, receipt for, sue and recover all
   sums of money or other property which may now or hereafter become due, owing
   or payable from the Collateral; (b) to execute, sign and endorse any and all
   claims, instruments, receipts, checks, drafts or warrants issued in payment
   for the Collateral; (c) to settle or compromise any and all claims arising
   under the Collateral, and, in the place and stead of Grantor, to execute and
   deliver its release and settlement for the claim; and (d) to file any claim
   or claims or to take any action or institute or take part in any proceedings,
   either in its own name or in the name of Grantor, or otherwise, which in the
   discretion of Lender may seem to be necessary or advisable.  This power is
   given as security for the Indebtedness, and the authority hereby conferred is
   and shall be irrevocable and shall remain in full force and effect until
   renounced by Lender.

   PREFERENCE PAYMENTS.  Any monies Lender pays because of an asserted
   preference claim in Borrower's bankruptcy will become a part of the
   Indebtedness and, at Lender's option, shall be payable by Borrower as
   provided above in the "EXPENDITURES BY LENDER" paragraph.

   SEVERABILITY.  If a court of competent jurisdiction finds any provision of
   this Agreement to be invalid or unenforceable as to any person or
   circumstance, such finding shall not render that provision invalid or
   unenforceable as to any other persons or circumstances.  If feasible, any
   such offending provision shall be deemed to be modified to be within the
   limits of enforceability or validity; however, if the offending provision
   cannot be so modified, it shall be stricken and all other provisions of this
   Agreement in all other respects shall remain valid and enforceable.

   SUCCESSOR INTERESTS.  Subject to the limitations set forth above on transfer
   of the Collateral, this Agreement shall be binding upon and inure to the
   benefit of the parties, their successors and assigns.

   WAIVER.  Lender shall not be deemed to have waived any rights under this
   Agreement unless such waiver is given in writing and signed by Lender.  No
   delay or omission on the part of Lender in exercising any right shall operate
   as a waiver of such right or any other right.  A waiver by Lender of a
   provision of this Agreement shall not prejudice or constitute a waiver of
   Lender's right otherwise to demand strict compliance with that provision or
   any other provision of this Agreement.  No prior waiver by Lender, nor any
   course of dealing between Lender and Grantor, shall constitute a waiver of
   any of Lender's rights or of any of Grantor's obligations as to any future
   transactions.  Whenever the consent of Lender is required under this
   Agreement, the granting of such consent by Lender in any instance shall not
   constitute continuing consent to subsequent instances where such consent is
   required and in all cases such consent may be granted or withheld in the sole
   discretion of Lender.

   WAIVER OF CO-OBLIGOR'S RIGHTS.  If more than one person is obligated for the
   Indebtedness, Borrower irrevocably waives, disclaims and relinquishes all
   claims against such other person which Borrower has or would otherwise have
   by virtue of payment of the Indebtedness or any part thereof, specifically
   including but not limited to all rights of indemnity, contribution or
   exoneration.

<PAGE>

03-23-1998                  COMMERCIAL SECURITY AGREEMENT                
LOAN NO 17735                      (CONTINUED)

=============================================================================== 

GRANTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS COMMERCIAL SECURITY
AGREEMENT, AND GRANTOR AGREES TO ITS TERMS.  THIS AGREEMENT IS DATED MARCH 23,
1998.

GRANTOR:

THE BALANCE BAR COMPANY


By:
   --------------------------------
   JAMES A. WOLFE, CHIEF EXECUTIVE OFFICER


By:
   --------------------------------
   THOMAS J. FLAHIE, SENIOR VICE PRESIDENT, FINANCE & ADMINISTRATION

                                       
