
<PAGE>
 
                                                                  EXHIBIT 10.8.2
                          SANTA BARBARAA BANK & TRUST
                   
                         COMMERCIAL SECURITY AGREEMENT
<TABLE> 
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<S>              <C>         <C>         <C>       <C>    <C>          <C>       <C>       <C> 
  Principal      Loan Date    Maturity   Loan No   Call   Collateral   Account   Officer   Initials
$15,000,000.00   12-01-1998  04-01-2001   16450     4a       910        14492      JDL
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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> 

 Borrower:  Balance Bar Company            Lender:  Santa Barbara Bank & Trust
            1015 Mark Avenue                        Main Office
            Carpinteria, CA 93013                   c/o Loan Services
                                                    P.O. Box 1173
                                                    Santa Barbara, CA 93102-1173
================================================================================

    THIS COMMERICAL SECURITY AGREEMENT is entered into between 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 Commerical 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 Defaults."

         Grantor. The word "Grantor" means 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 December
         1, 1998, in the principal amount of $15,000,000.00 from 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.

    RIGHT OF SETOFF. Grantor hereby grants Lender a contractual 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:

         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

<PAGE>
 
12-01-1998               COMMERCIAL SECURITY AGREEMENT                    Page 2
Loan No 16450                     (Continued)
================================================================================

     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. This is a continuing Security Agreement and will continue in
     effect even though all or any part of the Indebtedness is paid in full and
     even though for a period of time Grantor may not be indebted to Lender.

     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, its 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 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) 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,

<PAGE>
 
12-01-1998                    COMMERCIAL SECURITY AGREEMENT               Page 3
Loan No 16450                          (Continued)
================================================================================

     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.

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.

     Default in Favor of Third Parties. Should Borrower or any Grantor default
     under any loan, extension of credit, security agreement, purchase or sales
     agreement, or any other agreement, in favor of any other creditor or person
     that may materially affect any of Borrower's property or Borrower's or any
     Grantor's ability to repay the Loans or perform their respective
     obligations under this Agreement or any of the Related Documents.

     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.

     Defective 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 of Forfeiture Proceedings. Commencement of foreclosure of
     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

<PAGE>
 
12-01-1998               COMMERCIAL SECURITY AGREEMENT                    Page 4
Loan No 16450                     (Continued)
================================================================================

     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 paid.

     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.

     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
<PAGE>
 
12-01-1998                  COMMERCIAL SECURITY AGREEMENT                Page 5
LOAN NO 16450                      (Continued)
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     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 provision 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 relinquishs 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.

GRANTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS COMMERCIAL SECURITY 
AGREEMENT, AND GRANTOR AGREES TO ITS TERMS.  THIS AGREEMENT IS DATED DECEMBER 1,
1998.

GRANTOR:

Balance Bar Company

By:   /s/ James A. Wolfe
   -----------------------------------------
   James A. Wolfe, Chief Executive Officer

By:  /s/ Thomas J. Flahie
   -----------------------------------------
   Thomas J. Flahie, Senior Vice President, Finance & Administration

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