
<PAGE>
                                                                   EXHIBIT 10.13
 
                         REGISTRATION RIGHTS AGREEMENT

                                     AMONG

                              BALANCE BAR COMPANY
                             A DELAWARE CORPORATION

                                      AND

                               THOMAS R. DAVIDSON

                                      AND

                      DAVIDSON FAMILY LIMITED PARTNERSHIP,
                          A NEVADA LIMITED PARTNERSHIP
<PAGE>
 
                         REGISTRATION RIGHTS AGREEMENT
                         -----------------------------













          THIS REGISTRATION RIGHTS AGREEMENT (the "AGREEMENT"), is entered into
as of May 1, 1998, among Balance Bar Company, a Delaware corporation (the
"COMPANY"), Thomas R. Davidson, and Davidson Family Limited Partnership, a
Nevada limited partnership, (collectively, the "HOLDER").  The parties agree as
follows.

                                    RECITALS
                                    --------

     A.   The Holder owns shares of the Company's Common Stock (the
          "UNREGISTERED STOCK").

     B.   The Unregistered Stock was issued without registration under the
          Securities Act, and therefore, its resale by the Holder is subject to
          restrictions under the Securities Act.

     C.   In connection with the Company's initial Offering of its Common Stock,
          the Company has agreed to enter into this Agreement with the Holder.

                            1.  CERTAIN DEFINITIONS
                                -------------------

     As used in this Agreement:


                                       1
<PAGE>
 
"BUSINESS DAY" means any day that commercial banks are not authorized or
required to close in Los Angeles, California.

"COMMISSION" means the Securities and Exchange Commission or any other similar
or successor agency of the United States government administering the Securities
Act.

"COMMON STOCK" means the Common Stock of the Company, par value $0.01 per share.

"EFFECTIVE DATE" means the date that a registration statement becomes effective
under the Securities Act.

"EXCHANGE ACT" means the Securities Exchange Act of 1934, and any similar or
successor federal statute, and the rules and regulations of the Commission
thereunder, as in effect at the time.

"OFFERING" means the registration of the Company's securities under the
Securities Act, whether underwritten or not, for sale to the public.

"ORDINARY S-3 REGISTRATION STATEMENT" means a Registration Statement on Form S-3
that includes only those items and that information that is required to be
included in Parts I and II of such Form, and does not include any additional or
extraneous items or information (e.g. a lengthy description of the Company or
the Company's business).

"PERMITTED TRANSFEREE" means

     (a)  any entity all of the equity of which is directly or indirectly owned
          by the transferor;

     (b)  in the case of a transferor who is an individual, (i) such
          transferor's spouse and lineal descendants, (ii) such transferor's
          successors, personal representatives and heirs, (iii) any trustee of
          any trust created primarily for the benefit of any, some or all of
          such spouse and lineal descendants (but that may include beneficiaries
          that are charities) or of any revocable trust created by such
          transferor, (iv) following the death of such transferor, all
          beneficiaries under any such trust, (v) the transferor, in the case of
          a transfer from any Permitted Transferee back to its transferor and
          (vi) any entity all of the equity of which is directly or indirectly
          owned by any of the foregoing; or

     (c)  any charitable or educational organization that is exempt from federal
          income taxes.

"PERSON" means a corporation, an association, a trust, a partnership, a limited
liability company, a joint venture, an organization, a business, an individual,
a government or political subdivision thereof, or a governmental body.

"PROSPECTUS" means the prospectus included in any Registration Statement,
together with and 


                                       2
<PAGE>
 
including any amendment or supplement to such prospectus, covering the Offering
of any portion of the Registrable Securities covered by a Registration
Statement, and all material incorporated by reference in such Prospectus.

"REGISTER," "REGISTERED," and "REGISTRATION" refer to a registration effected by
preparing and filing a registration statement in compliance with the Securities
Act and applicable rules and regulations thereunder, and the declaration or
ordering of the effectiveness of such registration statement.

"REGISTRABLE SECURITIES" means Shares held by the Holder or otherwise acquired
by the Holder and any securities issued or issuable with respect to such Shares
by way of a stock dividend or stock split or in connection with a combination of
Shares, recapitalization, merger, consolidation, reclassification or other
reorganization.  A security will cease to be a Registrable Security when it:
(a) has been effectively registered under the Securities Act and disposed of in
accordance with the Registration Statement covering it; (b) is distributed to
the public pursuant to Rule 144 (or any similar rule then in force); or (c) has
otherwise been transferred and a new certificate not bearing a restrictive
legend and not subject to any stop transfer order has been delivered by or on
behalf of the Company and no other restriction on transfer exists.

"REGISTRATION STATEMENT" means a registration statement filed by the Company
with the Commission covering Registrable Securities.

"RULE 144" means Rule 144 under the Securities Act, as amended and in effect
from time to time.

"SECURITIES ACT" means the Securities Act of 1933, as amended, or any similar
federal statute, together with the rules and regulations of the Commission
promulgated thereunder, as in effect at the time.

"SHARES" means shares of Common Stock.



                                       3
<PAGE>
 
Other Definitions.  The following terms have the meanings set forth in the
-----------------                                                         
following sections:

<TABLE>
<CAPTION>
 
        Definition                                    Section   
        ----------                                    -------   
<S>                                                 <C>         
        "AGREEMENT"                                 Introduction
        "COMPANY"                                   Introduction
        "CONTROLLING PERSON"                        4.1
        "DEMAND NOTICE"                             2.1
        "DEMAND REGISTRATION STATEMENT"             2.1
        "HOLDER"                                    Introduction
        "INDEMNIFIED PERSONS"                       4.1
        "LOSSES"                                    4.1
        "OTHER SHARES"                              2.1.2
        "PIGGYBACK NOTICE"                          2.2.1
        "PIGGYBACK REGISTRATION STATEMENT"          2.2
        "REGISTRATION EXPENSES"                     3.12
        "REGISTERING HOLDER"                        3.1
        "SHARES"                                    1
        "UNREGISTERED STOCK"                        Recitals     
</TABLE>


                            2.  REGISTRATION RIGHTS
                                -------------------

2.1  DEMAND REGISTRATION.  Commencing six months after the initial Offering of
     -------------------                                                      
the Common Stock, the Holder can, by notice to the Company (the "DEMAND
NOTICE"), demand that the Company file, and the Company will file, a
Registration Statement as soon as practicable covering the Registrable
Securities specified in the Demand Notice (a "DEMAND REGISTRATION STATEMENT").
Such Demand Registration Statement will be filed on an appropriate form under
the Securities Act, no later than 90 days after the Company receives the Demand
Notice.  The Company is only required to file two Demand Registration
Statements.  In addition, the Holder will be entitled at any time while the
Company is eligible to file Registration Statements on Form S-3, to demand that
the Company file and cause to be declared effective Ordinary S-3 Registration
Statements, which the Company will use its reasonable efforts to file and cause
to be declared effective.  The Company will use its commercially reasonable
efforts to cause any Demand Registration Statement to be declared effective on
the date requested by the managing underwriter for the Offering (no earlier than
60 days from the date of the Demand Notice), or, if such Offering is not
underwritten, as soon as practicable after the filing with the Commission.  The
Company will keep such Demand Registration Statement effective until the
Offering is completed (but not more than 180 days from the Effective Date of the
Demand Registration Statement).

   2.1.1 SIZE OF OFFERING; TERMINATION OF DEMAND RIGHTS.  The Holder will not
         ----------------------------------------------                      
   make a Demand Notice unless the number of Registrable Securities specified in
   the Demand Notice is equal to or greater than 20% of the Registrable
   Securities then held by the Holder.  In 


                                       4
<PAGE>
 
   addition, the Holder is not entitled to make a Demand Notice unless the
   number of Shares held by the Holder is equal to or greater than 10% of the
   Company's outstanding Shares.

   2.1.2  COMPANY PARTICIPATION.  The Company and any Person having registration
          ---------------------                                                 
   rights with respect to Common Stock can elect to register equity securities
   of the Company in any Demand Registration Statement or to participate in the
   Offering, by including any of their equity securities in the Demand
   Registration Statement, subject to the following:

   (A) NOTICE.  The Company and such Person must give notice of such election to
       ------                                                                   
       the Holder within 15 days after the Demand Notice was given to it,
       including the number of Shares proposed to be sold by each in the
       Offering (the "OTHER SHARES");

   (B) CONDITIONS.  The Company and such Person must agree to sell such Other
       ----------                                                            
       Shares on the same basis provided in the underwriting arrangements
       approved by the Holder and the Company (including standard
       indemnification provisions) and to timely complete and execute all
       questionnaires, powers of attorney, indemnities, holdback agreements,
       underwriting agreements and other documents reasonably required by such
       underwriting arrangements, by the Commission, or by any state securities
       regulatory body.  If the Company or any Person requesting inclusion in a
       Demand Registration Statement does not agree to the conditions set forth
       in this subsection, the Company and such Person will be excluded from the
       Offering by written notice from the Holder, and the securities so
       excluded will be withdrawn from registration;

   (C) LIMITATION ON AMOUNT.  The number of Other Shares that may be sold in the
       --------------------                                                     
       Offering will be limited if the managing underwriter decides that market
       conditions require a limitation. In such event, the number of Shares that
       can be sold in the Offering (including pursuant to any over allotment
       option) will be allocated first to the Holder, second, to the extent
       available, to the Company, and, third, to the extent available, pro rata
       among third parties having registration rights with respect to the Common
       Stock based on the respective number of Shares sought by each to be
       registered.

   2.1.3 DELAY.  The Company can delay the filing of a Demand Registration
         -----                                                            
   Statement if upon receipt of the Demand Notice:  (a) the Company notifies the
   Holder that it is contemplating filing a registration statement within 120
   days of such demand; (b) the Company notifies the Holder that a material
   event has occurred or is likely to occur that has not been publicly disclosed
   that, if disclosed, would have a material adverse effect on the Company and
   its ability to consummate the Offering under the Demand Registration
   Statement; or (c) the Company decides that the registration and offering
   could interfere with any material financing, acquisition, disposition,
   corporate reorganization or other material transaction involving the Company
   or its subsidiaries.  In the case of clause (a) of this subsection, the
   Company will use its commercially reasonable efforts, as soon as practicable,
   upon the earlier of the Company's abandonment of its contemplated
   registration statement or the expiration of the 120-day period to file the
   Demand Registration Statement, unless such Demand Notice is withdrawn by the
   Holder.  In the case of clause (b) or 

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<PAGE>
 
   clause (c), the Company can not delay the filing of the Demand Registration
   Statement for more than 120 days from the date of the Demand Notice unless
   such Demand Notice is withdrawn by the Holder. The Company cannot exercise
   the foregoing rights of postponement more than once in any 12-month period.
   If there is a postponement under any clause above, the Demand Notice can be
   withdrawn by the Holder by notice to the Company. In such case, no Demand
   Notice will have been delivered for the purposes of SECTION 2.1.

2.2 "PIGGYBACK" REGISTRATION.  If at any time, or from time to time, the
    ------------------------                                            
    Company decides to file a Registration Statement covering any Shares (other
    than a registration statement on Form S-4 or S-8, or any form substituted
    therefor) for its own account or for the account of any stockholder (a
    "PIGGYBACK REGISTRATION STATEMENT"), the Holder will be entitled to include
    Registrable Securities in such registration and related Offering on the
    following terms and conditions.

    2.2.1 NOTICE.  The Company will promptly give notice of such decision to the
          ------                                                                
    Holder (a "PIGGYBACK NOTICE"). The Holder will have the right to request, by
    notice to the Company within ten Business Days after it receives the
    Piggyback Notice, that a specific number of Registrable Securities held by
    the Holder be included in the Piggyback Registration Statement and related
    underwritten Offering, if any. If the Piggyback Registration Statement
    relates to an underwritten Offering, the Piggyback Notice must specify the
    name of the managing underwriter for such Offering. The Piggyback Notice
    must also specify the number of shares to be registered for the account of
    the Company and for the account of any stockholder, and the intended method
    of disposition of such shares.

    2.2.2 UNDERWRITTEN OFFERING.  If the Piggyback Registration Statement 
          ---------------------                                         
    relates to an underwritten Offering, as a condition to participation in such
    Piggyback Registration Statement the Holder must agree to sell its
    Registrable Securities on the same basis provided in the underwriting
    arrangements approved by the Company (including standard indemnification
    provisions) and to timely complete and execute all questionnaires, powers of
    attorney, indemnities, holdback agreements, underwriting agreements and
    other documents required under the terms of such underwriting arrangements,
    by the Commission or by any state securities regulatory body.

    2.2.3 COMMERCIALLY REASONABLE EFFORTS.  The Company will use its 
          -------------------------------                              
    commercially reasonable efforts to include in the Piggyback Registration
    Statement the number of Registrable Securities requested in response to the
    Piggyback Notice. The number of Shares that can be sold in any underwritten
    Offering under a Piggyback Registration Statement will be limited if the
    managing underwriter decides that market conditions require a limitation on
    the number of Shares that may be sold in such Offering. In such event, the
    Shares to be sold in the Offering (including pursuant to any over allotment
    option) will be allocated first to the Company (or, if the Offering is being
    made principally for the account of another Person, to such Person), second
    to the Holder (pro rata with the Company if the Offering is made principally
    for the account of another Person based on the number of Shares sought by

                                       6
<PAGE>
 
     each to be registered), and, third, pro rata among third parties having
     registration rights with respect to the Common Stock based on the
     respective number of Shares sought by each to be registered.

     2.2.4 WITHDRAWALS.  The Holder will have the right to withdraw its
           -----------                                                 
     Registrable Securities from the Piggyback Registration Statement at any
     time before the Effective Date thereof. The Company will, on five Business
     Days notice to the Holder, have the right to withdraw any Piggyback
     Registration Statement initiated by the Company at any time prior to the
     Effective Date thereof. If Shares are withdrawn from a Piggyback
     Registration Statement by any Person and if the number of Shares to be
     included in such registration statement was previously reduced as a result
     of marketing factors pursuant to subsection 2.2.3, then the Persons
     included in such registration statement who have not withdrawn their Shares
     have the right to include additional Shares in the Piggyback Registration
     Statement in an aggregate amount equal to the number of shares so
     withdrawn, with such Shares to be allocated among such Persons in
     accordance with SUBSECTION 2.2.3.

2.3  SELECTION OF UNDERWRITERS.  If the Registrable Securities covered by a
     -------------------------                                             
     Demand Registration Statement are to be sold in an underwritten Offering,
     the managing underwriter of such Offering may be designated by the Holder.
     Such underwriter must be reasonably acceptable to the Company. If the
     Registrable Securities included in a Piggyback Registration Statement are
     to be sold in an underwritten Offering, the managing underwriter of such
     Offering will be designated by the Company or the stockholder for whose
     account the Piggyback Registration Statement is being filed.


                          3.  REGISTRATION PROCEDURES
                              -----------------------

     The Company will use its commercially reasonable efforts to effect any
registration under SECTION 2 in a manner that permits the sale of the
Registrable Securities covered thereby in accordance with the intended method or
methods of disposition.  The Company will, as promptly as practicable, do the
following.

3.1  COPIES; REVIEW.  At least five Business Days before filing a Registration
     --------------                                                           
     Statement or Prospectus, the Company will furnish to the Holder (if the
     Holder is participating in such Registration Statement) (the "REGISTERING
     HOLDER") and the underwriters, if any, copies of all such documents
     proposed to be filed. Such documents will be subject to the review of the
     Registering Holder and such underwriters (and their respective counsel).
     The Company will not file any Registration Statement or any Prospectus to
     which the Registering Holder or the underwriters, if any, reasonably
     object. If the Registration Statement is a Piggyback Registration Statement
     relating to an underwritten Offering and the underwriters do not agree with
     such objection by the Registering Holder, the Company can file the
     Piggyback Registration Statement notwithstanding such objection by the
     Registering Holder.

3.2  AMENDMENTS.  The Company will:  (a) prepare and file with the Commission
     ----------                                                              
     such 

                                       7
<PAGE>
 
     amendments and post-effective amendments to the Registration Statement as
     may be necessary to keep the Registration Statement effective for the
     applicable time period required herein; (b) cause the Prospectus to be
     supplemented by any required Prospectus supplement, and as so supplemented
     to be filed pursuant to Rule 424 under the Securities Act; and (c) comply
     with the provisions of the Securities Act with respect to the disposition
     of all securities covered by such Registration Statement during the
     applicable period in accordance with the intended methods of disposition by
     the Registering Holder set forth in such Registration Statement or
     Prospectus supplement.

3.3  NOTIFICATION.  The Company will promptly notify the Registering Holder and
     ------------                                                              
     the managing underwriters, and (if requested by any such Person) confirm
     such notification in writing: (a) when the Prospectus has been filed, and,
     with respect to the Registration Statement, when it has become effective;
     (b) of any request by the Commission for amendments or supplements to the
     Registration Statement or the Prospectus or for additional information; (c)
     of the issuance of any stop order suspending the effectiveness of the
     Registration Statement, or the refusal or suspension of qualification of
     registration of Registrable Securities, or the initiation of any
     proceedings for that purpose; (d) if at any time the representations and
     warranties of the Company contemplated by Section 8 cease to be true and
     correct; and (e) of any event that makes any material statement made in the
     Registration Statement, the Prospectus or any document incorporated therein
     by reference untrue or that requires the making of any changes in the
     Registration Statement, the Prospectus or any document incorporated therein
     by reference in order to make the statements therein not misleading in any
     material respect.

     3.3.1 SUSPENSION OF OFFERING.  The Company will make commercially 
           ----------------------                                   
     reasonable efforts to obtain the withdrawal of any order suspending the
     effectiveness of the Registration Statement at the earliest possible
     moment. If any event contemplated by clause (e) of SECTION 3.3 occurs, the
     Company will promptly prepare a supplement or post-effective amendment to
     the Registration Statement or the Prospectus or any document incorporated
     therein by reference or file any other required document so that, as
     thereafter delivered to the purchasers of the Registrable Securities, the
     Prospectus will not contain an untrue statement of a material fact or omit
     to state any material fact necessary to make the statements therein not
     misleading. Upon receipt of any notice from the Company that any event of
     the kind described in clause (e) of SECTION 3.3 has happened, the
     Registering Holder will discontinue offering the Registrable Securities
     until the Registering Holder receives the copies of the supplemented or
     amended Prospectus contemplated by the previous sentence, or until it is
     advised in writing by the Company that the use of the Prospectus can be
     resumed, and has received copies of any additional or supplemental filings
     that are incorporated by reference in the Prospectus. The period during
     which distribution of the Shares is suspended will not be counted toward
     completion of the required period of effectiveness for any Registration
     Statement.

3.4  INFORMATION INCLUDED.  If requested by the managing underwriters or the
     --------------------                                                   
     Registering Holder, the Company will immediately incorporate in a
     Prospectus supplement or post-

                                       8
<PAGE>
 
     effective amendment such information as the managing underwriters and the
     Registering Holder agree should be included therein relating to the sale of
     the Registrable Securities, including, but not limited to, information with
     respect to the number of Registrable Securities being sold to such
     underwriters or other Persons, the purchase price being paid therefor by
     such underwriters or other Persons and any other terms of the distribution
     of the Registrable Securities to be sold in such Offering. Such information
     will include, if applicable, any required disclosure of arrangements with
     underwriters. The Company will make all required filings of such Prospectus
     supplement or post-effective amendment as promptly as practicable after
     being notified of the matters to be incorporated in such Prospectus
     supplement or post-effective amendment. 

3.5  COPIES. The Company will (a) promptly furnish to the Registering Holder
     ------                                                                  
     and each managing underwriter without charge, at least one signed copy of
     the Registration Statement and any post-effective amendment thereto,
     including financial statements and schedules, all documents incorporated
     therein by reference and all exhibits (including those incorporated by
     reference), and (b) promptly deliver to the Registering Holder and the
     underwriters without charge, as many copies of the Prospectus (including
     each preliminary Prospectus) and any amendment or supplement thereto as
     such Persons may reasonably request. The Company consents to the use of the
     Prospectus or any amendment or supplement thereto by the Registering Holder
     and the underwriters in connection with the Offering and sale of the
     Registrable Securities covered by the Prospectus or any amendment or
     supplement thereto.

3.6  BLUE SKY REGISTRATION.  Prior to any Offering of Registrable Securities
     ---------------------                                                  
     covered by a Registration Statement under SECTION 2, the Company will
     register or qualify or cooperate with the Registering Holder, the
     underwriters and their respective counsel in connection with the
     registration or qualification of such Registrable Securities under the
     securities or blue sky laws of such jurisdictions as the Registering Holder
     or underwriter reasonably request in writing, and do any and all other acts
     or things necessary or advisable to enable the disposition in such
     jurisdictions of such Registrable Securities. The Company will not be
     required to take any actions under this Section if such actions would
     require it to submit to the general taxation of such jurisdiction or to
     file therein any general consent to service of process.

3.7  OTHER REGISTRATIONS.  The Company will use its commercially reasonable
     -------------------                                                   
     efforts to cause the Registrable Securities covered by the Registration
     Statement to be registered with or approved by such governmental agencies
     or authorities other than the Commission and state securities regulatory
     bodies as may be necessary to enable the Registering Holder or the
     underwriters to consummate the disposition of such Registrable Securities.

3.8  CERTIFICATES.  If the Offering involves certificated Shares, the Company
     ------------                                                            
     will cooperate with the Registering Holder and the managing underwriter to
     facilitate the timely preparation and delivery of certificates representing
     Registrable Securities to be sold that do not bear any restrictive legends.
     Such certificates will be in such denominations and registered in such
     names as the managing underwriter requests at least two business days prior
     to any sale of 

                                       9
<PAGE>
 
     Registrable Securities to the underwriters.

3.9  OTHER ACTIONS.  In addition, the Company will:  (a) make such
     -------------                                                
     representations and warranties to the Registering Holder and the
     underwriters as are customarily made by issuers to underwriters in primary
     underwritten offerings (or as may be reasonably requested by the
     underwriters); (b) obtain opinions of counsel to the Company and updates
     (which counsel and opinions must be reasonably satisfactory to the
     Registering Holder); (c) obtain customary "cold comfort" letters and
     updates from the Company's independent certified public accountants
     addressed to the underwriters, and use its commercially reasonable efforts
     to obtain such a letter for the Registering Holder or to obtain a letter
     from such accountants authorizing the Registering Holder to rely on such
     "cold comfort" letter; (d) if an underwriting agreement is entered into,
     ensure that it sets forth in full the indemnification provisions and
     procedures of SECTION 6 with respect to the Company and the Registering
     Holder; and (e) deliver such documents and certificates as may be requested
     by the Registering Holder and the managing underwriter to evidence
     compliance with clause (a) and with any customary conditions contained in
     the underwriting agreement or other agreement entered into by the Company
     with the Registering Holder. The above will be done in connection with each
     closing under such underwriting or similar agreement or as and to the
     extent required thereunder.

3.10 DUE DILIGENCE.  The Company will make available for inspection by the
     -------------                                                        
     Registering Holder, any underwriter participating in any, and any attorney
     or accountant retained by the Registering Holder or managing underwriter,
     all financial and other records, pertinent corporate documents and
     properties of the Company, and cause the Company's officers, directors and
     employees to be available to discuss and to supply all information
     reasonably requested by any such person in connection with the Registration
     Statement. All such records, information or documents will be subject to
     standard confidentiality arrangements.

3.11 SECTION 11(a) NOTICE.  The Company will make generally available to its
     --------------------                                                   
     stockholders earnings statements satisfying the provisions of Section 11(a)
     of the Securities Act.

3.12 EXPENSES.  All expenses incident to the Company's performance of or
     --------                                                           
     compliance with this Agreement, including, but not limited to, all
     registration and filing fees, fees and expenses of compliance with
     securities or blue sky laws, printing expenses, messenger expenses,
     telephone and delivery expenses, and fees and disbursements of Company
     counsel and of independent certified public accountants of the Company
     (including the expenses of any special audit required by or incident to
     such performance), will be borne by the Holder in proportion to the number
     of Shares sold by the Holder in the Offering. The Company will pay its
     internal expenses, the expense of any annual audit, and the fees and
     expenses of any Person retained by the Company. All such expenses are
     referred to as "REGISTRATION EXPENSES." All underwriting fees and
     commissions with respect to an underwritten Offering, and transfer taxes,
     if any, will be borne by the Holder in proportion to the number of Shares
     sold by the Holder in the Offering.

                                      10
<PAGE>
 
                              4.  INDEMNIFICATION
                                  ---------------

4.1 INDEMNIFICATION BY THE COMPANY.  The Company will indemnify and hold
    ------------------------------                                      
    harmless the Holder, its officers, directors, agents (including, but not
    limited to counsel) and employees and each Person who controls the Holder
    (within the meaning of Section 15 of the Securities Act) (each, a
    "CONTROLLING PERSON") (all of the foregoing are "INDEMNIFIED PERSONS") from
    and against any and all losses, claims, damages and liabilities (including
    any investigation, legal or other expenses ("LOSSES") reasonably incurred in
    connection with, and any amount paid in settlement of, any action, suit or
    proceeding or any claim asserted) to which the Indemnified Person may become
    subject under the Securities Act, the Exchange Act or other federal or state
    statutory law or regulation, at common law or otherwise, insofar as such
    Losses arise out of or are based upon (a) any untrue statement or alleged
    untrue statement of a material fact contained in any Registration Statement,
    Prospectus or preliminary prospectus or any amendment or supplement thereto
    or the omission or alleged omission to state therein a material fact
    required to be stated therein or necessary to make the statements therein
    not misleading, or (b) any violation by the Company of the Securities Act or
    the Exchange Act, or other federal or state law applicable to the Company
    and relating to any action or inaction required of the Company in connection
    with such registration.  In addition, the Company will reimburse the
    Indemnified Person for any investigation, legal or other expenses reasonably
    incurred by such Indemnified Person in connection with investigating or
    defending any such Loss.  The Company will not be liable with respect to the
    portion of any such Loss that arises out of or is based upon any alleged
    untrue statement or alleged omission made in such Registration Statement,
    preliminary Prospectus, Prospectus, or amendment or supplement in reliance
    upon and in conformity with written information furnished to the Company by
    the Indemnified Person specifically for use therein.  Such indemnity will
    remain in full force and effect regardless of any investigation made by or
    on behalf of the Indemnified Person, and will survive the transfer of such
    securities by the Indemnified Person.  The Company will also indemnify
    underwriters, selling brokers, dealer managers and similar securities
    industry professionals participating in the distribution, their officers and
    directors and each Person who controls such Persons (within the meaning of
    Section 15 of the Securities Act) to the same extent customarily requested
    by such Persons in similar circumstances.

4.2 INDEMNIFICATION BY HOLDER OF REGISTRABLE SECURITIES.  If the Holder sells
    ---------------------------------------------------                      
    Registrable Securities under a Prospectus that is part of a Registration
    Statement, the Holder will indemnify and hold harmless the Company, its
    directors and each officer who signed such Registration Statement, and each
    Person who controls the Company (within the meaning of Section 15 of the
    Securities Act) under the same circumstances as the foregoing indemnity from
    the Company to the Holder, but only to the extent that such Losses arise out
    of or are based upon any untrue statement of a material fact or omission of
    a material fact that was made in the Prospectus, the Registration Statement,
    or any amendment or supplement thereto, in reliance upon and in conformity
    with written information relating to the Holder furnished to the Company by
    the Holder expressly for use therein.  In no event will the 

                                      11
<PAGE>
 
    aggregate liability of the Holder exceed the amount of the net proceeds
    received by the Holder upon the sale of the Registrable Securities giving
    rise to such indemnification obligation. Such indemnity will remain in full
    force and effect regardless of any investigation made by or on behalf of the
    Company or such officer, director, employee or Controlling Person, and will
    survive the transfer of such securities by the Holder. The Company and the
    Holder will be entitled to receive indemnities from underwriters, selling
    brokers, dealer managers and similar securities industry professionals
    participating in the distribution, to the same extent as customarily
    furnished by such Persons in similar circumstances.

4.3 CONTRIBUTION.  If the indemnification provided for in the foregoing Sections
    ------------                                                                
    is unavailable to an indemnified party or is insufficient to hold such
    indemnified party harmless for any Losses in respect of which the foregoing
    Sections would otherwise apply by their terms (other than by reason of
    exceptions provided in the foregoing Sections), then each applicable
    indemnifying party, in lieu of indemnifying such indemnified party, will
    have a joint and several obligation to contribute to the amount paid or
    payable by such indemnified party as a result of such Losses.  Such
    contribution will be in such proportion as is appropriate to reflect the
    relative fault of the indemnifying party, on the one hand, and such
    indemnified party, on the other hand, in connection with the actions,
    statements or omissions that resulted in such Losses, as well as any other
    relevant equitable considerations.  The relative fault of such indemnifying
    party, on the one hand, and indemnified party, on the other hand, will be
    determined by reference to, among other things, whether any action in
    question, including any untrue or alleged untrue statement of a material
    fact or omission or alleged omission to state a material fact, has been
    taken or made by, or relates to information supplied by, such indemnifying
    party or indemnified party, and the parties' relative intent, knowledge,
    access to information and opportunity to correct or prevent any such action,
    statement or omission.  The amount paid or payable by a party as a result of
    any such Losses will be deemed to include any investigation, legal or other
    fees or expenses reasonably incurred by such party in connection with any
    investigation or proceeding, to the extent such party would have been
    indemnified for such expenses if the indemnification provided for in the
    foregoing Sections was available to such party.

4.4 CONDUCT OF INDEMNIFICATION PROCEEDINGS.  Any Person entitled to
    --------------------------------------                         
    indemnification hereunder will give prompt notice to the indemnifying party
    of any claim with respect to which it seeks indemnification, and permit such
    indemnifying party to assume the defense of such claim with counsel
    reasonably satisfactory to the indemnified party.  Any Person entitled to
    indemnification hereunder will have the right to employ separate counsel and
    to participate in the defense of such claim, but the fees and expenses of
    such counsel will be at the expense of such Person and not of the
    indemnifying party unless (a) the indemnifying party has agreed to pay such
    fees or expenses, (b) the indemnifying party has failed to assume the
    defense of such claim and employ counsel reasonably satisfactory to such
    Person, or (c) in the opinion of counsel of the Person to be indemnified, a
    conflict of interest may exist between such Person and the indemnifying
    party with respect to such

                                      12
<PAGE>
 
    claims. In the case of (c), if the Person notifies the indemnifying party in
    writing that such Person elects to employ separate counsel at the expense of
    the indemnifying party, the indemnifying party will not have the right to
    assume the defense of such claim on behalf of such Person. If such defense
    is not assumed by the indemnifying party, the indemnifying party will not be
    subject to any liability for any settlement made without its consent (but
    such consent will not be unreasonably withheld). No indemnified party will
    be required to consent to entry of any judgment or enter into any settlement
    that does not include as an unconditional term the giving of a release, by
    all claimants or plaintiffs, to such indemnified party from all liability in
    respect to such claim or litigation. Any indemnifying party who is not
    entitled to, or elects not to, assume the defense of a claim will not be
    obligated to pay the fees and expenses of more than one counsel in each
    relevant jurisdiction for all parties indemnified by such indemnifying party
    with respect to such claim.


                              5.  OTHER AGREEMENTS
                                  ----------------

5.1 HOLDBACK AGREEMENTS.
    ------------------- 

    5.1.1  RESTRICTIONS ON PUBLIC SALE BY THE COMPANY.  The Company, if
           ------------------------------------------                  
    requested by the managing underwriter for an underwritten Offering, will not
    effect any public or private sale or distribution of securities of the same
    class as the Registrable Securities, or securities convertible into or
    exchangeable or exercisable for securities of the same class as the
    Registrable Securities (other than pursuant to an employee benefit plan),
    during the ten day period prior to, and during the 90-day period beginning
    on the closing date of, an Offering made pursuant to a Demand Notice.

    5.1.2  RESTRICTIONS ON PUBLIC SALE BY THE HOLDER.  The Holder, if requested
           -----------------------------------------                           
    by the managing underwriter of an underwritten Offering, will not effect any
    public sale or distribution of securities of the same class (or securities
    exchangeable or exercisable for or convertible into securities of the same
    class) as the securities included in the Offering (including, but not
    limited to, a sale pursuant to Rule 144 during the ten day period prior to
    and the 90-day period in the case of Offerings subsequent to the initial
    Offering (or shorter period requested by the underwriter) beginning on the
    Effective Date of, such Offering.

5.2 RULE 144.  The Company will file, on a timely basis, all reports required to
    --------                                                                    
    be filed by it under the Securities Act and the Exchange Act, and will take
    such further action and provide such documents as any holder of Registrable
    Securities may request, all to the extent required from time to time to
    enable the Holder to sell Registrable Securities without registration under
    the Securities Act within the limitation of the conditions provided by (a)
    Rule 144, or (b) any similar rule or regulation hereafter adopted by the
    Commission.  Upon the request of the Holder, the Company will deliver to the
    Holder a statement verifying that it has complied with such information and
    requirements.

                                      13
<PAGE>
 
5.3 REPRESENTATIONS AND WARRANTIES.
    ------------------------------ 

    5.3.1  VALIDITY.  The Company represents and warrants to the Holder that
           --------                                                         
    this Agreement has been duly and validly executed and delivered by the
    Company and constitutes a legally valid and binding agreement of the Company
    enforceable in accordance with its terms, except as enforceability may be
    limited by bankruptcy, insolvency, reorganization and other similar laws now
    or hereafter in effect relating to or affecting creditors' rights generally
    and except that the remedy of specific performance and injunctive and other
    forms of equitable relief are subject to certain equitable defenses and to
    the discretion of the court before which any proceeding therefor may be
    brought and except as rights to indemnity and contribution hereunder may be
    limited by federal or state securities laws.

    5.3.2  NO INCONSISTENT AGREEMENTS.  The Company represents and warrants that
           --------------------------                                           
    it has not previously entered into, and agrees that it will not on or after
    the date of this Agreement enter into, any agreement with respect to its
    securities that is inconsistent with the terms of this Agreement, including
    any agreement that impairs or limits the registration rights granted to the
    Holder or that otherwise conflicts with the provisions hereof or preclude
    the Company from discharging its obligations under this Agreement.

    5.3.3  FURNISH INFORMATION.  The Company will promptly deliver to the Holder
           -------------------                                                  
    copies of all financial statements, reports and proxy statements that the
    Company is required to send to its stockholders generally.

    5.3.4  ASSIGNMENT.  This Agreement and the rights hereunder are assignable
           ----------                                                         
    by any Holder to Permitted Transferees in connection with the transfer of
    Registrable Securities, and upon assignment such Permitted Transferees will
    become a "HOLDER" under this Agreement.  Such Permitted Transferees must
    agree in writing to be bound by the terms of this Agreement and to any
    lender in connection with a loan to a Holder that is secured by Registerable
    Securities, so long as such lender agrees in writing to be bound by the
    terms hereof.  Other than as set forth above, this Agreement is not
    assignable.  Further, no rights under this Agreement may be assigned without
    the concurrent assignment of the related Shares.

                          6.  MISCELLANEOUS PROVISIONS
                              ------------------------

6.1 AMENDMENTS; WAIVERS.  Amendments, waivers, demands, consents and approvals
    -------------------                                                       
    under this Agreement must be in writing and designated as such.  No failure
    or delay in exercising any right will be deemed a waiver of such right.

6.2 INTEGRATION.  This Agreement is the entire agreement between the parties
    -----------                                                             
    pertaining to its subject matter, and supersedes all prior agreements and
    understandings of the parties in connection with such subject matter.

6.3 GOVERNING LAW.  This Agreement is to be interpreted in accordance with the
    -------------                                                            
    laws of the 

                                      14
<PAGE>
 
     State of California.

6.4  HEADINGS.  Headings of Sections and subsections are for convenience only 
     --------       
     and are not a part of this Agreement.

6.5  COUNTERPARTS.  This Agreement can be executed in one or more counterparts,
     ------------                                                              
     all of which constitute one agreement.

6.6  SUCCESSORS AND ASSIGNS.  This Agreement is binding upon and inures to the
     ----------------------                                                   
     benefit of each party and such party's respective heirs, personal
     representatives, successors and assigns, including any Permitted
     Transferees.  Nothing in this Agreement, express or implied, is intended to
     confer any rights or remedies upon any other person.

6.7  EXPENSES; LEGAL FEES.  Each party will pay its own expenses in the
     --------------------                                              
     negotiation, preparation and performance of this Agreement.  The prevailing
     party in any action relating to this Agreement will be entitled to recover,
     in addition to other appropriate relief, reasonable legal fees, costs and
     expenses incurred in such action.

6.8  REPRESENTATION BY COUNSEL; INTERPRETATION.  Each party acknowledges that it
     -----------------------------------------                                  
     has been represented by counsel in connection with this Agreement.  This
     Agreement is to be construed as a whole and in accordance with its fair
     meaning.  Any rule of law, including, but not limited to, Section 1654 of
     the California Civil Code, or any legal decision that would require
     interpretation of any claimed ambiguities in this Agreement against the
     party that drafted it, has no application and is expressly waived.

6.9  SPECIFIC PERFORMANCE.  In view of the uniqueness of the matters 
     --------------------      
     contemplated by this Agreement, the Indemnitee would not have an adequate
     remedy at law for money damages if this Agreement is not being performed in
     accordance with its terms. The Company therefore agrees that the Indemnitee
     will be entitled to specific enforcement of the terms hereof in addition to
     any other remedy to which the Indemnitee may be entitled.

6.10 TIME IS OF THE ESSENCE.  Time is of the essence in the performance of this
     ----------------------                                                    
     Agreement.

6.11 NOTICES.  Any notice to be given hereunder must be in writing and
     -------                                                          
     delivered as follows (or to another address as either shall designate in
     writing):

<TABLE>
<CAPTION>

IF TO BALANCE BAR COMPANY:                       IF TO THE HOLDER:
-------------------------                        ----------------
<S>                                              <C> 
1015 Mark Avenue                                 At the most recent address on the books
Carpinteria, California  93013                   and records of the Company for Thomas R. Davidson
Attention:  Chief Executive Officer 
</TABLE>

                           [Rest of page left blank]

                                      15
<PAGE>
 
    This Registration Rights Agreement has been signed as of the date on page
one.


                              BALANCE BAR COMPANY


                              _________________________________
                              By:   James A. Wolfe
                              Its:  Chief Executive Officer



                              DAVIDSON FAMILY LIMITED PARTNERSHIP



                              By:_______________________________
                                    Thomas R. Davidson
                                    General Partner



                              __________________________________
                                    Thomas R. Davidson
<PAGE>
 
                               TABLE OF CONTENTS
                               -----------------
<TABLE>
<CAPTION>
                                                                           PAGE
                                                                           ----
<S>                                                                        <C>

1.  Certain Definitions...................................................  1
    -------------------

2.  Registration Rights...................................................  3
    -------------------
      2.1   Demand Registration...........................................  3
            -------------------
            2.1.1 Size of Offering; Termination of Demand Rights..........  4
                  ----------------------------------------------
            2.1.2 Company Participation...................................  4
                  ---------------------
            2.1.3 Delay...................................................  4
                  -----
      2.2   "Piggyback" Registration......................................  5
            ------------------------
            2.2.1 Notice..................................................  5
                  ------
            2.2.2 Underwritten Offering...................................  5
                  ---------------------
            2.2.3 Commercially Reasonable Efforts.........................  5
                  -------------------------------
            2.2.4 Withdrawals.............................................  6
                  -----------
      2.3   Selection of Underwriters.....................................  6
            -------------------------

3.  Registration Procedures...............................................  6
    -----------------------
      3.1   Copies; Review................................................  6
            --------------
      3.2   Amendments....................................................  7
            ----------
      3.3   Notification..................................................  7
            ------------
            3.3.1 Suspension of Offering..................................  7
                  ----------------------
      3.4   Information Included..........................................  8
            --------------------
      3.5   Copies........................................................  8
            ------
      3.6   Blue Sky Registration.........................................  8
            ---------------------
      3.7   Other Registrations...........................................  8
            -------------------
      3.8   Certificates..................................................  9
            ------------
      3.9   Other Actions.................................................  9
            -------------
      3.10  Due Diligence.................................................  9
            -------------
      3.11  Section 11(a) Notice..........................................  9
            --------------------
      3.12  Expenses......................................................  9
            --------

4.  Indemnification....................................................... 10
    ---------------
      4.1   Indemnification by the Company................................ 10
            ------------------------------
      4.2   Indemnification by Holder of Registrable Securities........... 10
            ---------------------------------------------------
      4.3   Contribution.................................................. 11
            ------------
      4.4   Conduct of Indemnification Proceedings........................ 11
            --------------------------------------

5.  Other Agreements...................................................... 12
    ----------------
      5.1   Holdback Agreements........................................... 12
            -------------------
            5.1.1 Restrictions on Public Sale by the Company.............. 12
                  ------------------------------------------
            5.1.2 Restrictions on Public Sale by the Holder............... 12
                  -----------------------------------------
</TABLE>

                                      (1)
<PAGE>
 
<TABLE>

<S>                                                                        <C>
      5.2   Rule 144...................................................... 12
            --------
      5.3   Representations and Warranties................................ 13
            ------------------------------
            5.3.1 Validity................................................ 13
                  --------
            5.3.2 No Inconsistent Agreements.............................. 13
                  --------------------------
            5.3.3 Furnish Information..................................... 13
                  -------------------
            5.3.4 Assignment.............................................. 13
                  ----------

6.  Miscellaneous Provisions.............................................. 13
    ------------------------
      6.1   Amendments; Waivers........................................... 13
            -------------------
      6.2   Integration................................................... 13
            -----------
      6.3   Governing Law................................................. 14
            -------------
      6.4   Headings...................................................... 14
            --------
      6.5   Counterparts.................................................. 14
            ------------
      6.6   Successors and Assigns........................................ 14
            ----------------------
      6.7   Expenses; Legal Fees.......................................... 14
            --------------------
      6.8   Representation by Counsel; Interpretation..................... 14
            -----------------------------------------
      6.9   Specific Performance.......................................... 14
            --------------------
      6.10   Time is of the Essence....................................... 14
             ----------------------
      6.11   Notices...................................................... 14
             -------
</TABLE>

                                      (2)
