
<PAGE>
 
                                                                  EXHIBIT 10.8.3

                          SANTA BARBARA BANK & TRUST
                   
                                PROMISSORY NOTE
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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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 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
====================================================================================================
Principal Amount $15,000,000.00         Initial Rate: 7.750%          Date of Note: December 1, 1998
</TABLE> 

PROMISE TO PAY. Balance Bar Company ("Borrower") promises to pay to Santa 
Barbara Bank & Trust ("Lender"), or order, in lawful money of the United States 
of America, the principal amount of Fifteen Million & 00/100 Dollars 
($15,000,000.00) or so much as may be outstanding, together with interest on the
unpaid outstanding principal balance of each advance. Interest shall be 
calculated from the date of each advance until repayment of each advance.

PAYMENT. Borrower will pay this loan in one payment of all outstanding principal
plus all accrued unpaid interest on April 1, 2001. In addition, Borrower will 
pay regular monthly payments of accrued unpaid interest beginning January 1, 
1999, and all subsequent interest payments are due on the same day of each month
after that. The annual interest rate for this Note is computed on a 365/360 
basis; that is, by applying the ratio of the annual interest rate over a year of
360 days, multiplied by the outstanding principal balance, multiplied by the 
actual number of days the principal balance is outstanding. Borrower will pay 
Lender at Lender's address shown above or at such other place as Lender may 
designate in writing. Unless otherwise agreed or required by applicable law, 
payments will be applied first to accrued unpaid interest, then to principal, 
and any remaining amount to unpaid collection costs and late charges.

VARIABLE INTEREST RATE. The interest rate on this Note is subject to change from
time to time based on changes in an independent index which is the Prime rate 
as published in the Wall Street Journal. When a range of rates has been 
published, the higher of the rates will be used (the "Index"). The Index is not 
necessarily the lowest rate charged by Lender on its loans. If the Index becomes
unavailable during the term of this loan, Lender may designate a substitute 
index after notice to Borrower. Lender will tell Borrower the current Index rate
upon Borrower's request. Borrower understands that Lender may make loans based
on other rates as well. The interest rate change will not occur more often than
each day. The Index currently is 7.750%. The interest rate to be applied to the
unpaid principal balance of this Note will be at a rate equal to the Index,
resulting in an initial rate of 7.750%. NOTICE: Under no circumstances will the
interest rate on this Note be more than the maximum rate allowed by applicable
law.

PREPAYMENT; MINIMUM INTEREST CHARGE. In any event, even upon full prepayment of 
this Not, Borrower, understands that Lender is entitled to a minimum interest 
charge of $100.00. Other than Borrower's obligation to pay any minimum interest 
charge, Borrower may pay without penalty all or a portion of the amount owed 
earlier than it is due. Early payments will not, unless agreed to by Lender in 
writing, relieve Borrower of Borrower's obligation to continue to make payments 
of accrued unpaid interest. Rather, they will reduce the principal balance due.

LATE CHARGE. If a payment is 15 days or more late, Borrower will be charged 
5.000% of the regularly scheduled payment.
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DEFAULT. Borrower will be in default if any of the following happens: (a) 
Borrower fails to make any payment when due. (b) Borrower breaks any promise 
Borrower has made to Lender, or Borrower fails to comply with or to perform when
due any other term, obligation, covenant, or condition contained in this Note or
any agreement related to this Note, or in any other agreement or loan Borrower 
has with Lender. (c) Borrower defaults 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 ability to repay this Note or perform 
Borrower's obligations under this Note or any of the Related Documents. (d) Any 
representation or statement made or furnished to Lender by Borrower or on 
Borrower's behalf is false or misleading in any material respect either now or 
at the time made or furnished. (e) Borrower becomes insolvent, a receiver is 
appointed for any part of Borrower's property, Borrower makes an assignment for 
the benefit of creditors, or any proceeding is commenced either by Borrower or 
against Borrower under any bankruptcy or insolvency laws. (f) Any creditor tries
to take any of Borrower's property on or in which Lender has a lien or security 
interest. This includes a garnishment of any of Borrower's accounts with Lender.
(g) Any guarantor dies or any of the other events described in this default 
section occurs with respect to any guarantor of this Note. (h) A material 
adverse change occurs in Borrower's financial condition, or Lender believes the 
prospect of payment or performance of the Indebtedness is impaired. (i) Lender 
in good faith deems itself insecure.

If any default, other than a default in payment, is curable and if Borrower has 
not been given a notice of a breach of the same provision of this Note within 
the preceding twelve (12) months, it may be cured (and no event of default will 
have occurred) if Borrower, after receiving written notice from Lender 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.

LENDER'S RIGHTS. Upon defaults, Lender may declare the entire unpaid principal 
balance on this Note and all accrued unpaid interest immediately due, without 
notice, and then Borrower will pay that amount. Lender may hire or pay someone 
else to help collect this Note if Borrower does not pay. Borrower also will pay 
Lender that amount. This includes, subject to any limits under applicable law, 
Lender's attorneys' fees and Lender's legal expenses whether or not there is a 
lawsuit, including attorneys' fees and legal expenses for bankruptcy proceedings
(including efforts to modify or vacate any automatic stay or injunction), 
appeals, and any anticipated post-judgment collection services. Borrower also 
will pay and court costs, in addition to all other sums provided by law. This 
Note has been delivered to Lender and accepted by Lender in the State of 
California. If there is a lawsuit, Borrower agrees upon Lender's request to 
submit to the jurisdiction of the courts of Santa Barbara County, the State of 
California. This Note shall be governed by and construed in accordance with the 
laws of the State of California.

COLLATERAL. This Note is secured by a Security Agreement dated December 1, 1998,
a UCC-1 Financing Statement dated February 10, 1997, which filed March 3, 1997 
as File No. 9706660259, and a UCC-2 Amendment dated March 23, 1998, which filed 
April 17, 1998 as File No. 98110C0384.

LINE OF CREDIT. This Note evidences a revolving line of credit. Advances under 
this Note, as well as directions for payment from Borrower's accounts, may be 
requested orally or in writing by Borrower or by an authorized person. Lender 
may, but need not, require that all oral requests be confirmed in writing. The 
following party or parties are authorized to request advances under the line of 
credit until Lender receives from Borrower at Lender's address shown above 
written notice of revocation of their authority: James A. Wolfe, Thomas J. 
Flahie, Richard Lamb and Kristina B. Eriksen. Borrower agrees to be liable for 
all sums either: (a) advanced in accordance with the instructions of an 
authorized person or (b) credited to any of Borrower's accounts with Lender. The
unpaid principal balance owing on this Note at any time may be evidenced by 
endorsements on this Note or by Lender's internal records, including daily 
computer print-outs. Lender will have no obligation to advance funds under this 
Note if: (a) Borrower or any guarantor is in default under the terms of this 
Note or any agreement that Borrower or any guarantor has with Lender, including 
any
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12-01-1998                       PROMISSORY NOTE                          Page 2
LOAN NO 16450                      (Continued)
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agreement made in connection with the signing of this Note; (b) Borrower or any 
guarantor ceases doing business or is insolvent; (c) any guarantor seeks, claims
or otherwise attempts to limit, modify or revoke such guarantor's guarantee of 
this Note or any other loan with Lender; (d) Borrower has applied funds provided
pursuant to this Note for purposes other than those authorized by Lender; or (e)
Lender in good faith deems itself insecure under this Note or any other 
agreement between Lender and Borrower.

ADDITIONAL PROVISIONS.  I represent and warrant to Lender that the verbal or 
written financial information given is true and correct and that there has been 
no adverse change in the financial information.  I also waive the provisions of 
section 1801.21 of the California Vehicle Code relating to accessibility to 
Department of Motor Vehicle information.

PREPAYMENT PENALTY.  Privilege is reserved to make additional payments on the 
principal of this loan without penalty except as to prepayments that are tied to
the Libor based funding option.  Borrower agrees to pay for acceptance of the 
prepayment calculated at 1/2% per annum, prorated on the amount prepaid for the 
remaining term of the rate lock.  Regular scheduled principal and interest 
payments will not be subject to prepayment penalty.

FIXED RATE OPTION.  Borrower has the option to fix the current outstanding 
principal balance of the term loan for periods of 30-180 days at the then 
current life maturity Libor Rate plus 2.00% on minimum advances of $500,000.00.
The interest rate on this fixed rate option is available to borrower in an 
independent index which is the Libor Rate as published in the Wall Street 
Journal.  Lender will tell the borrower the current index rate upon Borrower's 
request.

GENERAL PROVISIONS.  Lender may delay or forgo enforcing any of its rights or 
remedies under this Note without losing them.  Borrower and any other person who
signs, guarantees or endorses this Note, to the extent allowed by law, waive any
applicable statute of limitations, presentment, demand for payment, protest and 
notice of dishonor.  Upon any change in the terms of his Note, and unless 
otherwise expressly stated in writing, no party who signs this Note, whether as 
maker, guarantor, accommodation maker or endorser, shall be released from 
liability.  All such parties agree that Lender may renew or extend (repeatedly 
and for any length of time) this loan, or release any party or guarantor or 
collateral; or impair, fail to realize upon or perfect Lender's security 
interest in the collateral; and take any other action deemed necessary by Lender
without the consent of or notice to anyone.  All such parties also agree that 
Lender may modify this loan without the consent of or notice to anyone other 
than the party with whom the modification is made.

PRIOR TO SIGNING THIS NOTE, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF 
THIS NOTE, INCLUDING THE VARIABLE INTEREST RATE PROVISIONS.  BORROWER AGREES TO 
THE TERMS OF THE NOTE AND ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THE NOTE.

BORROWER:

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

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