<PAGE>

                                                                   Exhibit 5.02

WELLS FARGO BANK                                CORPORATE RESOLUTION: BORROWING
-------------------------------------------------------------------------------

TO: WELLS FARGO BANK, NATIONAL ASSOCIATION

     RESOLVED: That this corporation, IRWIN NATURALS/4HEALTH, INC., proposes to
obtain credit from time to time, or has obtained credit, from Wells Fargo Bank,
National Association ("Bank").

     BE IT FURTHER RESOLVED, that any ONE of the following officers:

     PRESIDENT/CHIEF OPERATING OFFICER OR CHIEF EXECUTIVE OFFICER OR CHIEF
FINANCIAL OFFICER OR CONTROLLER

     together with any ONE of the following officers:

     NONE

of this corporation be and they are hereby authorized and empowered for and on
behalf of and in the name of this corporation and as its corporate act and deed:

     (a)  To borrow money from Bank and to assume any liabilities of any other
person or entity to Bank, in such form and on such terms and conditions as
shall be agreed upon by those authorized above and Bank, and to sign and
deliver to Bank such promissory notes and other evidences of indebtedness for
money borrowed or advanced and/or for indebtedness assumed as Bank shall
require; such promissory notes or other evidences of indebtedness may provide
that advances be requested by telephone communication and by any officer,
employee or agent of this corporation so long as the advances are deposited
into any deposit account of this corporation with Bank; this corporation
shall be bound to Bank by, and Bank may rely upon, any communication or act,
including telephone communications, purporting to be done by any officer,
employee or agent of this corporation provided that Bank believes, in good
faith, that the same is done by such person.

     (b)  To contract for the issuance by Bank of letters of credit, to discount
with Bank notes, acceptances and evidences of indebtedness payable to or due
this corporation, to endorse the same and execute such contracts and instruments
for repayment thereof to Bank as Bank shall require, and to enter into foreign
exchange transactions with or through Bank.

     (c)  To mortgage, encumber, pledge, convey, grant, assign or otherwise
transfer all or any part of this corporation's real or personal property for the
purpose of securing the payment of any of the promissory notes, contracts,
instruments and other evidences of indebtedness authorized hereby, and to
execute and deliver to Bank such deeds of trust, mortgages, pledge agreements,
security agreements and/or other related documents as Bank shall require.

     (d)  To perform all acts and to execute and deliver all documents described
above and all other contracts and instruments which Bank deems necessary or
convenient to accomplish the purposes of this resolution and/or to perfect or
continue the rights, remedies and security interests to be given to Bank
pursuant hereto, including without limitation, any modifications, renewals
and/or extensions of any of this corporation's obligations to Bank, however
evidenced; provided that the aggregate principal amount of all sums borrowed and
credits established pursuant to this resolution shall not at any time exceed the
sum of $5,000,000.00 outstanding and unpaid.

     Loans made pursuant to a special resolution and loans made by offices of
Bank other than the office to which this resolution is delivered shall be in
addition to foregoing limitation.

     BE IT FURTHER RESOLVED, that the authority hereby conferred is in addition
to that conferred by any other resolution heretofore or hereafter delivered by
this corporation to Bank and shall continue in full force and effect until Bank
shall have received notice in writing, certified by the Secretary of this
corporation, of the revocation hereof by a resolution duly adopted by the Board
of Directors of this corporation. Any such

CORPORATE RESOLUTION: BORROWING (11/97)                               PAGE 1
02698, #3817125373

<PAGE>

revocation shall be effective only as to credit which is extended or committed
by Bank, or actions which are taken by this corporation pursuant to the
resolutions contained herein, subsequent to Bank's receipt of such notice. The
authority hereby conferred shall be deemed retroactive, and any and all acts
authorized herein which were performed prior to the passage of this resolution
are hereby approved and ratified.

                                    CERTIFICATION

     I, DAN MARTIN, Secretary of IRWIN NATURALS/4HEALTH, INC., a corporation
created and existing under the laws of the state of UTAH, do hereby certify and
declare that the foregoing is a full, true and correct copy of the resolutions
duly passed and adopted by the Board of Directors of said corporation, by
written consent of all Directors of said corporation or at a meeting of said
Board duly and regularly called, noticed and held on Feb 1, 1999, at which
meeting a quorum of the Board of Directors was present and voted in favor of
said resolutions; that said resolutions are now in full force and effect; that
there is no provision in the Articles of Incorporation or Bylaws of said
corporation, or any shareholder agreement, limiting the power of the Board of
Directors of said corporation to pass the foregoing resolutions and that such
resolutions are in conformity with the provisions of such Articles of
Incorporation and Bylaws; and that no approval by the shareholders of, or of the
outstanding shares of, said corporation is required with respect to the matters
which are the subject of the foregoing resolutions.

     IN WITNESS WHEREOF I have hereunto set my hand and, if required by Bank
affixed the corporate seal of said corporation, as of Feb 1, 1999.

                                                  /s/ Dan Martin
                                                  ----------------------------
                                                  DAN MARTIN, Secretary
(SEAL)

[SEAL]

CORPORATE RESOLUTION: BORROWING (11/97)                               PAGE 2
02698, #3817125373

<PAGE>

                                                           [WELLS FARGO LOGO]

                                                            FEBRUARY 5, 1999

MR. DAN MARTIN, CFO
IRWIN NATURALS/4 HEALTH
10549 W. JEFFERSON BLVD.
CULVER CITY, CA 90232

DEAR DAN,

IT IS OUR UNDERSTANDING THAT IRWIN NATURALS/4 HEALTH IS IN THE PROCESS OF AN
ACQUISITION OF HEALTH AND VITAMIN EXPRESS, INC. FOR STOCK. AS WE DISCUSSED ON
THE PHONE TODAY, THIS TRANSACTION, AS EXPLAINED BY YOU WOULD NOT CREATE A
VIOLATION OF THE FINANCIAL COVENANTS OF OUR PROPOSED CREDIT AGREEMENT. IT WOULD,
HOWEVER, VIOLATE THE CONDITION REGARDING ACQUISITIONS IN EXCESS OF $1,000,000.00
WITHOUT PRIOR BANK APPROVAL.

BASED ON OUR UNDERSTANDING OF THE PROPOSED ACQUISITION, THE BANK WOULD EXCLUDE
THE HEALTH AND VITAMIN EXPRESS ACQUISITION WHEN TESTING THIS COVENANT, PROVIDED
THERE ARE NO CHANGES IN THE TERMS AS WE UNDERSTAND THEM.

THIS LETTER SHOULD NOT BE CONSTRUED AS A WAIVER OF ANY FUTURE VIOLATIONS OF THE
CREDIT AGREEMENT OR ANY OF ITS COVENANTS, TERMS AND CONDITIONS.

SINCERELY,

/s/ DAN MADDOX
DAN MADDOX
VICE PRESIDENT

<PAGE>

HALEY, TROY
FROM:     Maddox, Daniel F.
SENT:     Friday, February 05, 1999 3:37 PM
TO:       Haley, Troy
SUBJECT:  Irwin naturals

Here is some language

Dear




It is our understanding that Irwin Naturals for Health is in the process of
an acquisition of Health and Vitamin Express, Inc. for stock. As we discussed
on the phone today, this transaction, as explained by you would not create a
violation of the financial covenants of our proposed credit agreement. It
would, however, violate the condition regarding acquisitions in excess of
$1,000,000 without prior bank approval.

Based on our understanding of the proposed acquisition, the bank would exclude
the Health and Vitamin Express acquisition when testing this covenant, provided
there are no changes in the terms as we understand them.

This letter should not be construed as a waiver of any future violations of the
credit agreement or any of its covenants, terms and conditions.

<PAGE>

                                   CREDIT AGREEMENT

     THIS AGREEMENT is entered into as of February 1, 1999, by and between IRWIN
NATURALS/4HEALTH, INC. ("Borrower"), and WELLS FARGO BANK, NATIONAL ASSOCIATION
("Bank").

                                       RECITAL

     Borrower has requested from Bank the credit accommodation described below,
and Bank has agreed to provide said credit accommodation to Borrower on the
terms and conditions contained herein.

     NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, Bank and Borrower hereby agree as follows:

                                      ARTICLE I
                                      THE CREDIT

     SECTION 1.1. LINE OF CREDIT.

     (a)  LINE OF CREDIT. Subject to the terms and conditions of this Agreement,
Bank hereby agrees to make advances to Borrower from time to time up to and
including January 31, 2000, not to exceed at any time the aggregate principal
amount of Five Million Dollars ($5,000,000.00) ("Line of Credit"), the proceeds
of which shall be used for Borrower's working capital requirements. Borrower's
obligation to repay advances under the Line of Credit shall be evidenced by a
promissory note substantially in the form of Exhibit A attached hereto ("Line of
Credit Note"), all terms of which are incorporated herein by this reference.

     (b)  LIMITATION ON BORROWINGS. Outstanding borrowings under the Line of
Credit, to a maximum of the principal amount set forth above, shall not at any
time exceed a borrowing base ("Borrowing Base") which is an aggregate of eighty
percent (80%) of Borrower's Eligible Accounts Receivable, plus twenty-five
percent (25%) of the value of Borrower's Eligible Finished Goods Inventory, with
value defined as the lower of cost or market value; provided however, that
outstanding borrowings against Borrower's Eligible Finished Goods Inventory
shall not at any time exceed an aggregate of Seven Hundred Fifty Thousand
Dollars ($750,000.00). All of the foregoing shall be determined by Bank upon
receipt and review of all collateral reports required hereunder and such other
documents and collateral information as Bank may from time to time require.

     Borrower acknowledges that said Borrowing Base was established by Bank with
the understanding that, among other

<PAGE>

items, the aggregate of all returns, rebates, discounts, credits and allowances
for the immediately preceding three (3) months at all times shall be less than
five percent (5%) of Borrower's gross sales for said period. If such dilution of
Borrower's accounts for the immediately preceding three (3) months at any time
exceeds five percent (5%) of Borrower's gross sales for said period, or if there
at any time exists any other matters, events, conditions or contingencies which
Bank reasonably believes may affect payment of any portion of Borrower's
accounts, Bank, in its sole discretion, may reduce the foregoing advance rate
against Eligible Accounts Receivable to a percentage appropriate to reflect such
additional dilution and/or establish additional reserves against Borrower's
Eligible Accounts Receivable.

     As used herein, "Eligible Accounts Receivable" shall consist solely of
trade accounts created in the ordinary course of Borrower's business, upon which
Borrower's right to receive payment is absolute and not contingent upon the
fulfillment of any condition whatsoever, and in which Bank has a perfected
security interest of first priority, and shall not include:

           (i) any account which is more than ninety (90) days past due;

          (ii) that portion of any account for which there exists any right of
    setoff, defense or discount (except regular discounts allowed in the
    ordinary course of business to promote prompt payment) or for which any
    defense or counterclaim has been asserted or which is subject to any dispute
    or debit memo;

         (iii) any account which represents an obligation of any state or
     municipal government or of the United States government or any political
     subdivision thereof (except accounts which represent obligations of the
     United States government and for which the assignment provisions of the
     Federal Assignment of Claims Act, as amended or recodified from time to
     time, have been complied with to Bank's satisfaction);

          (iv) any account which represents an obligation of an account
     debtor located in a foreign country other than an account debtor located
     in the Canadian provinces of Alberta, British Columbia, Manitoba,
     Ontario, Saskatchewan or the Yukon Territory so long as, in Bank's
     determination, such Canadian jurisdictions recognize Bank's first
     priority security interest in and right to collect such account as a
     consequence of any security agreements and UCC filings in favor of Bank,
     except to the extent any such account, in Bank's determination, is
     supported by a letter of credit or insured under a policy of foreign
     credit insurance, in each

                                         -2-

<PAGE>

     case in form, substance and issued by a party acceptable to Bank;

           (v) any account which arises from the sale or lease to or
     performance of services for, or represents an obligation of, an
     employee, affiliate, partner, member, parent or subsidiary of Borrower;

          (vi) that portion of any account which represents interim or
     progress billings or retention rights on the part of the account debtor;

         (vii) any account which represents an obligation of any account
     debtor when twenty percent (20%) or more of Borrower's accounts from
     such account debtor are not eligible pursuant to (i) above;

        (viii) that portion of any account from an account debtor which
     represents the amount by which Borrower's total accounts from said
     account debtor exceeds twenty-five percent (25%) of Borrower's total
     accounts;

          (ix) any account deemed ineligible by Bank when Bank, in its sole
     discretion, deems the creditworthiness or financial condition of the
     account debtor, or the industry in which the account debtor is engaged,
     to be unsatisfactory; or

           (x) any account for accrued co-op advertising.

     As used herein, "Eligible Finished Goods Inventory" shall consist solely of
Borrower's inventory of finished goods held by Borrower for sale in the ordinary
course of business, which is located within the United States and in which Bank
has a perfected security interest of first priority, and shall not include:

           (i) work in process;

          (ii) inventory which is obsolete, unsaleable or damaged;

         (iii) raw materials;

          (iv) labels, inserts, wrappers, cartons, boxes and other packaging
     materials;

           (v) samples;

          (vi) inventory which is in the possession of any person or entity
     other than Borrower, except for inventory stored

                                        -3-

<PAGE>

     by Borrower in a public warehouse in the ordinary course of business,
     provided that such inventory is not subject to the claims of creditors
     of the warehouse and such warehouse is acceptable to Bank, has issued
     nonnegotiable warehouse receipts acceptable to Bank and has acknowledged
     Bank's security interest and rights in a manner acceptable to Bank; or

         (vii) International Inventory.

     As used herein, "International Inventory" shall mean any of the following
inventory:

           (i) inventory which cannot be sold within the United States;

          (ii) inventory with a product formula which is different from the
     product formula of similar inventory sold in the United States;

         (iii) inventory with a label written in a language other than
     English or with a label written in English and another language.

     (c) BORROWING AND REPAYMENT. Borrower may from time to time during the
term of the Line of Credit borrow, partially or wholly repay its outstanding
borrowings, and reborrow, subject to all of the limitations, terms and
conditions contained herein or in the Line of Credit Note; provided however,
that the total outstanding borrowings under the Line of Credit shall not at
any time exceed the maximum principal amount available thereunder, as set
forth above.

     SECTION 1.2. INTEREST/FEES.

     (a) INTEREST. The outstanding principal balance of the Line of Credit shall
bear interest at the rate of interest set forth in the Line of Credit Note (the
"Note").

     (b) COMPUTATION AND PAYMENT. Interest shall be computed on the basis of a
360-day year, actual days elapsed. Interest shall be payable at the times and
place set forth in the Note.

     (c) COMMITMENT FEE. Borrower shall pay to Bank a nonrefundable commitment
fee for the Line of Credit equal to $12,500.00, of which $5,000.00 has already
been paid by Borrower and of which the remaining fee in the amount of $7,500.00
shall be due and payable in full upon execution of this Agreement.

     (d) UNUSED COMMITMENT FEE. Borrower shall pay to Bank a fee equal to one
hundred twenty-five hundredths percent (.125%)

                                        -4-

<PAGE>

per annum (computed on the basis of a 360-day year, actual days elapsed) on the
average daily unused amount of the Line of Credit, which fee shall be calculated
on a quarterly basis by Bank and shall be due and payable by Borrower in
arrears, within thirty (30) days after each billing is sent by Bank.

     SECTION 1.3. COLLECTION OF PAYMENTS. Borrower authorizes Bank to collect
all interest due under the Line of Credit by charging Borrower's demand deposit
account number 4801906389 with Bank, or any other demand deposit account
maintained by Borrower with Bank, for the full amount thereof. Should there be
insufficient funds in any such demand deposit account to pay all such sums when
due, the full amount of such deficiency shall be immediately due and payable by
Borrower.

     SECTION 1.4. COLLATERAL.

     As security for all indebtedness of Borrower to Bank subject hereto,
Borrower hereby grants to Bank security interests of first priority in all
Borrower's accounts receivable and other rights to payment, general intangibles,
inventory and equipment.

     All of the foregoing shall be evidenced by and subject to the terms of such
security agreements, financing statements, deeds of trust and other documents as
Bank shall reasonably require, all in form and substance satisfactory to Bank.
Borrower shall reimburse Bank immediately upon demand for all costs and expenses
incurred by Bank in connection with any of the foregoing security, including
without limitation, filing and recording fees and costs of appraisals, audits
and title insurance.

                                     ARTICLE II
                           REPRESENTATIONS AND WARRANTIES

     Borrower makes the following representations and warranties to Bank, which
representations and warranties shall survive the execution of this Agreement and
shall continue in full force and effect until the full and final payment, and
satisfaction and discharge, of all obligations of Borrower to Bank subject to
this Agreement.

     SECTION 2.1. LEGAL STATUS. Borrower is a corporation, duly organized and
existing and in good standing under the laws of the state of Utah, and is
qualified or licensed to do business (and is in good standing as a foreign
corporation, if applicable) in all jurisdictions in which such qualification or
licensing is required or in which the failure to so qualify or to be so licensed
could have a material adverse effect on Borrower.

                                         -5-

<PAGE>

     SECTION 2.2. AUTHORIZATION AND VALIDITY. This Agreement, the Note, and each
other document, contract and instrument required hereby or at any time hereafter
delivered to Bank in connection herewith (collectively, the "Loan Documents")
have been duly authorized, and upon their execution and delivery in accordance
with the provisions hereof will constitute legal, valid and binding agreements
and obligations of Borrower or the party which executes the same, enforceable in
accordance with their respective terms.

     SECTION 2.3. NO VIOLATION. The execution, delivery and performance by
Borrower of each of the Loan Documents do not violate any provision of any law
or regulation, or contravene any provision of the Articles of Incorporation or
By-Laws of Borrower, or result in any breach of or default under any contract,
obligation, indenture or other instrument to which Borrower is a party or by
which Borrower may be bound.

     SECTION 2.4. LITIGATION. There are no pending, or to the best of Borrower's
knowledge threatened, actions, claims, investigations, suits or proceedings by
or before any governmental authority, arbitrator, court or administrative agency
which could have a material adverse effect on the financial condition or
operation of Borrower other than those disclosed by Borrower to Bank in writing
prior to the date hereof.

     SECTION 2.5. CORRECTNESS OF FINANCIAL STATEMENT. The financial statement of
Borrower dated September 30, 1998, a true copy of which has been delivered by
Borrower to Bank prior to the date hereof, (a) is complete and correct and
presents fairly the financial condition of Borrower, (b) discloses all
liabilities of Borrower that are required to be reflected or reserved against
under generally accepted accounting principles, whether liquidated or
unliquidated, fixed or contingent, and (c) has been prepared in accordance
with generally accepted accounting principles consistently applied. Since the
date of such financial statement there has been no material adverse change in
the financial condition of Borrower, nor has Borrower mortgaged, pledged,
granted a security interest in or otherwise encumbered any of its assets or
properties except in favor of Bank or as otherwise permitted by Bank in
writing.

     SECTION 2.6. INCOME TAX RETURNS. Borrower has no knowledge of any pending
assessments or adjustments of its income tax payable with respect to any year.

     SECTION 2.7. NO SUBORDINATION. There is no agreement, indenture, contract
or instrument to which Borrower is a party or by which Borrower may be bound
that requires the subordination in

                                        -6-
<PAGE>

right of payment of any of Borrower's obligations subject to this Agreement to
any other obligation of Borrower.

     SECTION 2.8. PERMITS, FRANCHISES. Borrower possesses, and will hereafter
possess, all permits, consents, approvals, franchises and licenses required and
rights to all trademarks, trade names, patents, and fictitious names, if any,
necessary to enable it to conduct the business in which it is now engaged in
compliance with applicable law.

     SECTION 2.9. ERISA. Borrower is in compliance in all material respects
with all applicable provisions of the Employee Retirement Income Security Act
of 1974, as amended or recodified from time to time ("ERISA"); Borrower has
not violated any provision of any defined employee pension benefit plan (as
defined in ERISA) maintained or contributed to by Borrower (each, a "Plan");
no Reportable Event as defined in ERISA has occurred and is continuing with
respect to any Plan initiated by Borrower; Borrower has met its minimum
funding requirements under ERISA with respect to each Plan; and each Plan
will be able to fulfill its benefit obligations as they come due in
accordance with the Plan documents and under generally accepted accounting
principles.

     SECTION 2.10. OTHER OBLIGATIONS. Borrower is not in default on any
obligation for borrowed money, any purchase money obligation or any other
material lease, commitment, contract, instrument or obligation.

     SECTION 2.11.  ENVIRONMENTAL MATTERS. Except as disclosed by Borrower to
Bank in writing prior to the date hereof, Borrower is in compliance in all
material respects with all applicable federal or state environmental, hazardous
waste, health and safety statutes, and any rules or regulations adopted pursuant
thereto, which govern or affect any of Borrower's operations and/or properties,
including without limitation, the Comprehensive Environmental Response,
Compensation and Liability Act of 1980, the Superfund Amendments and
Reauthorization Act of 1986, the Federal Resource Conservation and Recovery Act
of 1976, and the Federal Toxic Substances Control Act, as any of the same may be
amended, modified or supplemented from time to time. None of the operations of
Borrower is the subject of any federal or state investigation evaluating whether
any remedial action involving a material expenditure is needed to respond to a
release of any toxic or hazardous waste or substance into the environment.
Borrower has no material contingent liability in connection with any release of
any toxic or hazardous waste or substance into the environment.

                                         -7-

<PAGE>

                                    ARTICLE III
                                     CONDITIONS

     SECTION 3.1. CONDITIONS OF INITIAL EXTENSION OF CREDIT. The obligation of
Bank to extend any credit contemplated by this Agreement is subject to the
fulfillment to Bank's satisfaction of all of the following conditions:

     (a)  APPROVAL OF BANK COUNSEL. All legal matters incidental to the
extension of credit by Bank shall be satisfactory to Bank's counsel.

     (b)  DOCUMENTATION. Bank shall have received, in form and substance
satisfactory to Bank, each of the following, duly executed:

     (i)  This Agreement and the Line of Credit Note.

    (ii)  Articles of Incorporation.

   (iii)  Corporate Resolution: Borrowing.

    (iv)  Certificate of Incumbency.

     (v)  Security Agreement: Equipment.

    (vi)  Continuing Security Agreement: Rights to Payment and Inventory.

   (vii)  UCC-1 Financing Statement.

  (viii)  Such other documents as Bank may require under any other Section
          of this Agreement.

     (c)  FINANCIAL CONDITION. There shall have been no material adverse change,
as determined by Bank, in the financial condition or business of Borrower, nor
any material decline, as determined by Bank, in the market value of any
collateral required hereunder or a substantial or material portion of the assets
of Borrower.

     (d)  INSURANCE. Borrower shall have delivered to Bank evidence of insurance
coverage on all Borrower's property, in form, substance, amounts, covering risks
and issued by companies satisfactory to Bank, and where required by Bank, with
loss payable endorsements in favor of Bank.

     SECTION 3.2. CONDITIONS OF EACH EXTENSION OF CREDIT. The obligation of Bank
to make each extension of credit requested by Borrower hereunder shall be
subject to the fulfillment to Bank's satisfaction of each of the following
conditions:

     (a)  COMPLIANCE. The representations and warranties contained herein and in
each of the other Loan Documents shall be true on and as of the date of the
signing of this Agreement and on the date of each extension of credit by Bank
pursuant hereto, with the same effect as though such representations and
warranties had been made on and as of each such date, and on each such date, no
Event of Default as defined herein, and no

                                         -8-

<PAGE>

condition, event or act which with the giving of notice or the passage of time
or both would constitute such an Event of Default, shall have occurred and be
continuing or shall exist.

     (b)  DOCUMENTATION. Bank shall have received all additional documents which
may be required in connection with such extension of credit.

                                     ARTICLE IV
                               AFFIRMATIVE COVENANTS

     Borrower covenants that so long as Bank remains committed to extend credit
to Borrower pursuant hereto, or any liabilities (whether direct or contingent,
liquidated or unliquidated) of Borrower to Bank under any of the Loan Documents
remain outstanding, and until payment in full of all obligations of Borrower
subject hereto, Borrower shall, unless Bank otherwise consents in writing:

     SECTION 4.1. PUNCTUAL PAYMENTS. Punctually pay all principal, interest,
fees or other liabilities due under any of the Loan Documents at the times and
place and in the manner specified therein.

     SECTION 4.2. ACCOUNTING RECORDS. Maintain adequate books and records in
accordance with generally accepted accounting principles consistently applied,
and permit any representative of Bank, at any reasonable time, to inspect, audit
and examine such books and records, to make copies of the same, and to inspect
the properties of Borrower.

     SECTION 4.3. FINANCIAL STATEMENTS. Provide to Bank all of the following, in
form and detail satisfactory to Bank:

     (a) not later than 90 days after and as of the end of each fiscal year, an
audited financial statement of Borrower, prepared by a certified public
accountant acceptable to Bank, to include a balance sheet, income statement,
statement of cash flow and all footnotes;

     (b)  not later than 60 days after and as of the end of each fiscal quarter,
a financial statement of Borrower, prepared by Borrower, to include a balance
sheet, income statement, statement of cash flow and all footnotes;

     (c)  not later than 15 days after and as of the end of each month, a
borrowing base certificate, an inventory collateral report, an aged listing of
accounts receivable and accounts payable, and a reconciliation of accounts, and
immediately upon

                                         -9-

<PAGE>

each request from Bank, a list of the names and addresses of all Borrower's
account debtors;

     (d)  contemporaneously with each annual and monthly financial statement of
Borrower required hereby, a certificate of the president, chief financial
officer or controller of Borrower that said financial statements are accurate
and that there exists no Event of Default nor any condition, act or event which
with the giving of notice or the passage of time or both would constitute an
Event of Default; and

     (e)  from time to time such other information as Bank may reasonably
request.

     SECTION 4.4. COMPLIANCE. Preserve and maintain all licenses, permits,
governmental approvals, rights, privileges and franchises necessary for the
conduct of its business; and comply with the provisions of all documents
pursuant to which Borrower is organized and/or which govern Borrower's continued
existence and with the requirements of all laws, rules, regulations and orders
of any governmental authority applicable to Borrower and/or its business.

     SECTION 4.5. INSURANCE. Maintain and keep in force insurance of the types
and in amounts customarily carried in lines of business similar to that of
Borrower, including but not limited to fire, extended coverage, public
liability, flood, property damage and workers' compensation, with all such
insurance carried with companies and in amounts satisfactory to Bank, and
deliver to Bank from time to time at Bank's request schedules setting forth all
insurance then in effect.

     SECTION 4.6. FACILITIES. Keep all properties useful or necessary to
Borrower's business in good repair and condition, and from time to time make
necessary repairs, renewals and replacements thereto so that such properties
shall be fully and efficiently preserved and maintained.

     SECTION 4.7. TAXES AND OTHER LIABILITIES. Pay and discharge when due any
and all indebtedness, obligations, assessments and taxes, both real or
personal, including without limitation federal and state income taxes and
state and local property taxes and assessments, except such (a) as Borrower
may in good faith contest or as to which a bona fide dispute may arise, and
(b) for which Borrower has made provision, to Bank's satisfaction, for
eventual payment thereof in the event Borrower is obligated to make such
payment.

     SECTION 4.8. LITIGATION. Promptly give notice in writing to Bank of any
litigation pending or threatened against Borrower with a claim in excess of
$25,000.00.

                                         -10-

<PAGE>

      SECTION 4.9. FINANCIAL CONDITION. Maintain Borrower's financial condition
as follows using generally accepted accounting principles consistently applied
and used consistently with prior practices (except to the extent modified by the
definitions herein):

     (a)  Current Ratio not at any time less than 1.5 to 1.0, with "Current
Ratio" defined as total current assets divided by total current liabilities.

     (b)  Tangible Net Worth not at any time less than $4,500,000.00, with
"Tangible Net Worth" defined as the aggregate of total stockholder's equity plus
subordinated debt, less goodwill, less any intangible assets and less any amount
owing to any employee, officer, director, stockholder or affiliate.

     (c)  Total Liabilities divided by Tangible Net Worth not at any time
greater than 1.5 to 1.0, with "Total Liabilities" defined as the aggregate of
current liabilities and non-current liabilities less subordinated debt, and with
"Tangible Net Worth" as defined above.

     (d)  Net income after taxes not less than $1.00 on an annual basis,
determined as of each fiscal year end, and pre-tax profit not less than $1.00 on
a year-to-date basis, determined as of the end of the second fiscal quarter of
each fiscal year.

     SECTION 4.10. NOTICE TO BANK. Promptly (but in no event more than five (5)
days after the occurrence of each such event or matter) give written notice to
Bank in reasonable detail of: (a) the occurrence of any Event of Default, or any
condition, event or act which with the giving of notice or the passage of time
or both would constitute an Event of Default; (b) any change in the name or the
organizational structure of Borrower, or any action, claim, investigation, suit
or proceeding pending or asserted by or before any governmental authority,
arbitrator, court or administrative agency challenging or denying Borrower's
qualification for tax treatment as if it were a partnership for income tax
purposes; (c) the occurrence and nature of any Reportable Event or Prohibited
Transaction, each as defined in ERISA, or any funding deficiency with respect to
any Plan; or (d) any termination or cancellation of any insurance policy which
Borrower is required to maintain, or any uninsured or partially uninsured loss
through liability or property damage, or through fire, theft or any other cause
affecting Borrower's property in excess of an aggregate of $100,000.00.

     SECTION 4.11. YEAR 2000 COMPLIANCE. Perform all acts reasonably necessary
to ensure that (a) Borrower and any business in which Borrower holds a
substantial interest, and (b) all customers, suppliers and vendors that are
material to Borrower's
                                         -11-

<PAGE>

business, become Year 2000 Compliant in a timely manner. Such acts shall
include, without limitation, performing a comprehensive review and assessment
of all of Borrower's systems and adopting a detailed plan, with itemized
budget, for the remediation, monitoring and testing of such systems. As used
herein, "Year 2000 Compliant" shall mean, in regard to any entity, that all
software, hardware, firmware, equipment, goods or systems utilized by or
material to the business operations or financial condition of such entity,
will properly perform date sensitive functions before, during and after the
year 2000. Borrower shall, immediately upon request, provide to Bank such
certifications or other evidence of Borrower's compliance with the terms
hereof as Bank may from time to time require.

     SECTION 4.12. INVENTORY COUNT. Until such time as Bank notifies Borrower
that Bank is satisfied with Borrower's perpetual inventory system, Borrower
shall provide to Bank on a monthly basis at the same time Borrower provides Bank
with a monthly inventory report under Section 4.3(c) above, evidence
satisfactory to Bank that Borrower has conducted a monthly physical inventory
count for the inventory covered by such inventory report and that Borrower has
made any necessary adjustment to its perpetual inventory system.

                                     ARTICLE V
                                 NEGATIVE COVENANTS

     Borrower further covenants that so long as Bank remains committed to
extend credit to Borrower pursuant hereto, or any liabilities (whether direct
or contingent, liquidated or unliquidated) of Borrower to Bank under any of
the Loan Documents remain outstanding, and until payment in full of all
obligations of Borrower subject hereto, Borrower will not without Bank's
prior written consent:

     SECTION 5.1. USE OF FUNDS. Use any of the proceeds of any credit extended
hereunder except for the purposes stated in Article I hereof.

     SECTION 5.2. CAPITAL EXPENDITURES. Make any additional investment in fixed
assets in any fiscal year in excess of an aggregate of $500,000.00.

     SECTION 5.3. LEASE EXPENDITURES. Incur operating lease expense in any
fiscal year in excess of an aggregate of $750,000.00.

     SECTION 5.4. OTHER INDEBTEDNESS. Create, incur, assume or permit to exist
any indebtedness or liabilities resulting from borrowings, loans or advances,
whether secured or unsecured, matured or unmatured, liquidated or unliquidated,
joint or

                                         -12-

<PAGE>

several, except (a) the liabilities of Borrower to Bank, and (b) any other
liabilities of Borrower existing as of, and disclosed to Bank prior to, the date
hereof.

     SECTION 5.5. MERGER, CONSOLIDATION, TRANSFER OF ASSETS. Merge into or
consolidate with any other entity; make any substantial change in the nature of
Borrower's business as conducted as of the date hereof; acquire all or
substantially all of the assets of any other entity except for a Permitted
Acquisition; nor sell, lease, transfer or otherwise dispose of all or a
substantial or material portion of Borrower's assets except in the ordinary
course of its business.

     As used herein, "Permitted Acquisition" shall mean any acquisition by
Borrower of the operating assets of any person or entity; provided, however,
that all of the following conditions are satisfied:

           (i) The acquisition shall be consummated in compliance with
     applicable law.

          (ii) There shall be no Event of Default, nor any act, condition or
     event which with the giving of notice or the passage of time or both would
     constitute an Event of Default, and no such Event of Default or potential
     Event of Default shall result after giving effect to the acquisition.

         (iii) The acquired assets shall be located within the United States.

          (iv) Borrower shall give Bank at least thirty (30) days prior
     written notice of the acquisition.

           (v) Borrower shall furnish Bank with copies of such documents and
     information pertaining to the acquisition as Bank may require.

          (vi) The acquired assets shall not include any ownership interest
     in any corporation, limited liability company, partnership or other
     entity.

         (vii) The consideration for the acquisition shall consist solely of
     cash and/or stock issued by Borrower.

        (viii) Borrower shall not issue any note, assume any liabilities or
     otherwise incur any indebtedness in connection with the acquisition.

          (ix) The aggregate amount of any cash consideration for the
     acquisition shall not exceed $1,000,000.00.

                                         -13-

<PAGE>

     SECTION 5.6. GUARANTIES. Guarantee or become liable in any way as surety,
endorser (other than as endorser of negotiable instruments for deposit or
collection in the ordinary course of business), accommodation endorser or
otherwise for, nor pledge or hypothecate any assets of Borrower as security
for, any liabilities or obligations of any other person or entity, except any of
the foregoing in favor of Bank.

     SECTION 5.7. LOANS, ADVANCES, INVESTMENTS. Make any loans or advances to
or investments in any person or entity, except any of the foregoing existing
as of, and disclosed to Bank prior to, the date hereof.

     SECTION 5.8. DIVIDENDS, DISTRIBUTIONS. Declare or pay any dividend or
distribution either in cash, stock or any other property on Borrower's stock now
or hereafter outstanding, nor redeem, retire, repurchase or otherwise acquire
any shares of any class of Borrower's stock now or hereafter outstanding.

     SECTION 5.9. PLEDGE OF ASSETS. Mortgage, pledge, grant or permit to exist
a security interest in, or lien upon, all or any portion of Borrower's assets
now owned or hereafter acquired, except any of the foregoing in favor of Bank or
which is existing as of, and disclosed to Bank in writing prior to, the date
hereof.

                                     ARTICLE VI
                                 EVENTS OF DEFAULT

     SECTION 6.1. The occurrence of any of the following shall constitute an
"Event of Default" under this Agreement:

     (a)  Borrower shall fail to pay when due any principal, interest, fees or
other amounts payable under any of the Loan Documents.

     (b)  Any financial statement or certificate furnished to Bank in connection
with, or any representation or warranty made by Borrower or any other party
under this Agreement or any other Loan Document shall prove to be incorrect,
false or misleading in any material respect when furnished or made.

     (c) Any default in the performance of or compliance with any obligation,
agreement or other provision contained herein or in any other Loan Document
(other than those referred to in subsections (a) and (b) above), and with
respect to any such default which by its nature can be cured, such default
shall continue for a period of twenty (20) days from its occurrence.

     (d)  Any default in the payment or performance of any obligation, or any
defined event of default, under the terms of

                                         -14-

<PAGE>

any contract or instrument (other than any of the Loan Documents) pursuant to
which Borrower has incurred any debt or other liability to any person or entity,
including Bank.

     (e)  The filing of a notice of judgment lien against Borrower; or the
recording of any abstract of judgment against Borrower in any county in which
Borrower has an interest in real property; or the service of a notice of levy
and/or of a writ of attachment or execution, or other like process, against the
assets of Borrower; or the entry of a judgment against Borrower.

     (f)  Borrower shall become insolvent, or shall suffer or consent to or
apply for the appointment of a receiver, trustee, custodian or liquidator of
itself or any of its property, or shall generally fail to pay its debts as
they become due, or shall make a general assignment for the benefit of
creditors; Borrower shall file a voluntary petition in bankruptcy, or seeking
reorganization, in order to effect a plan or other arrangement with creditors
or any other relief under the Bankruptcy Reform Act, Title 11 of the United
States Code, as amended or recodified from time to time ("Bankruptcy Code"),
or under any state or federal law granting relief to debtors, whether now or
hereafter in effect; or any involuntary petition or proceeding pursuant to
the Bankruptcy Code or any other applicable state or federal law relating to
bankruptcy, reorganization or other relief for debtors is filed or commenced
against Borrower, or Borrower shall file an answer admitting the jurisdiction
of the court and the material allegations of any involuntary petition; or
Borrower shall be adjudicated a bankrupt, or an order for relief shall be
entered against Borrower by any court of competent jurisdiction under the
Bankruptcy Code or any other applicable state or federal law relating to
bankruptcy, reorganization or other relief for debtors.

     (g)  There shall exist or occur any event or condition which Bank in good
faith believes impairs, or is substantially likely to impair, the prospect of
payment or performance by Borrower of its obligations under any of the Loan
Documents.

     (h)  The dissolution or liquidation of Borrower; or Borrower, or any of its
directors, stockholders or members, shall take action seeking to effect the
dissolution or liquidation of Borrower.

     SECTION 6.2. REMEDIES. Upon the occurrence of any Event of Default:
(a) all indebtedness of Borrower under each of the Loan Documents, any term
thereof to the contrary notwithstanding, shall at Bank's option and without
notice become immediately due and payable without presentment, demand,
protest or notice of dishonor, all of which are hereby expressly waived by
each

                                         -15-

<PAGE>

Borrower; (b) the obligation, if any, of Bank to extend any further credit under
any of the Loan Documents shall immediately cease and terminate; and (c) Bank
shall have all rights, powers and remedies available under each of the Loan
Documents, or accorded by law, including without limitation the right to resort
to any or all security for any credit accommodation from Bank subject hereto and
to exercise any or all of the rights of a beneficiary or secured party pursuant
to applicable law. All rights, powers and remedies of Bank may be exercised at
any time by Bank and from time to time after the occurrence of an Event of
Default, are cumulative and not exclusive, and shall be in addition to any other
rights, powers or remedies provided by law or equity.

                                    ARTICLE VII
                                   MISCELLANEOUS

     SECTION 7.1. NO WAIVER. No delay, failure or discontinuance of Bank in
exercising any right, power or remedy under any of the Loan Documents shall
affect or operate as a waiver of such right, power or remedy; nor shall any
single or partial exercise of any such right, power or remedy preclude, waive or
otherwise affect any other or further exercise thereof or the exercise of any
other right, power or remedy. Any waiver, permit, consent or approval of any
kind by Bank of any breach of or default under any of the Loan Documents must be
in writing and shall be effective only to the extent set forth in such writing.

     SECTION 7.2. NOTICES. All notices, requests and demands which any party is
required or may desire to give to any other party under any provision of this
Agreement must be in writing delivered to each party at the following address:

     BORROWER: IRWIN NATURALS/4HEALTH, INC.
               10549 W. Jefferson Blvd.
               Culver City, CA 90232

     BANK:     WELLS FARGO BANK, NATIONAL ASSOCIATION
               333 South Grand Avenue, 3rd Floor
               Los Angeles, CA 90071

or to such other address as any party may designate by written notice to all
other parties. Each such notice, request and demand shall be deemed given or
made as follows: (a) if sent by hand delivery, upon delivery; (b) if sent by
mail, upon the earlier of the date of receipt or three (3) days after deposit in
the U.S. mail, first class and postage prepaid; and (c) if sent by telecopy,
upon receipt.

     SECTION 7.3. COSTS, EXPENSES AND ATTORNEYS' FEES. Borrower shall pay to
Bank immediately upon demand the full

                                         -16-

<PAGE>

amount of all payments, advances, charges, costs and expenses, including
reasonable attorneys' fees (to include outside counsel fees and all allocated
costs of Bank's in-house counsel), expended or incurred by Bank in connection
with (a) the negotiation and preparation of this Agreement and the other Loan
Documents, Bank's continued administration hereof and thereof, and the
preparation of any amendments and waivers hereto and thereto, (b) the
enforcement of Bank's rights and/or the collection of any amounts which
become due to Bank under any of the Loan Documents, and (c) the prosecution
or defense of any action in any way related to any of the Loan Documents,
including without limitation, any action for declaratory relief, whether
incurred at the trial or appellate level, in an arbitration proceeding or
otherwise, and including any of the foregoing incurred in connection with any
bankruptcy proceeding (including without limitation, any adversary
proceeding, contested matter or motion brought by Bank or any other person)
relating to any Borrower or any other person or entity.

     SECTION 7.4.  SUCCESSORS, ASSIGNMENT. This Agreement shall be binding upon
and inure to the benefit of the heirs, executors, administrators, legal
representatives, successors and assigns of the parties; provided however, that
Borrower may not assign or transfer its interest hereunder without Bank's prior
written consent. Bank reserves the right to sell, assign, transfer, negotiate or
grant participations in all or any part of, or any interest in, Bank's rights
and benefits under each of the Loan Documents. In connection therewith, Bank may
disclose all documents and information which Bank now has or may hereafter
acquire relating to any credit extended by Bank to Borrower, Borrower or its
business, or any collateral required hereunder.

     SECTION 7.5.  ENTIRE AGREEMENT; AMENDMENT. This Agreement and the other
Loan Documents constitute the entire agreement between Borrower and Bank with
respect to any extension of credit by Bank subject hereto and supersede all
prior negotiations, communications, discussions and correspondence concerning
the subject matter hereof. This Agreement may be amended or modified only in
writing signed by each party hereto.

     SECTION 7.6.  NO THIRD PARTY BENEFICIARIES. This Agreement is made and
entered into for the sole protection and benefit of the parties hereto and
their respective permitted successors and assigns, and no other person or entity
shall be a third party beneficiary of, or have any direct or indirect cause
of action or claim in connection with, this Agreement or any other of the
Loan Documents to which it is not a party.

     SECTION 7.7.  TIME. Time is of the essence of each and every provision of
this Agreement and each other of the Loan Documents.

                                         -17-

<PAGE>

     SECTION 7.8.  SEVERABILITY OF PROVISIONS. If any provision of this
Agreement shall be prohibited by or invalid under applicable law, such provision
shall be ineffective only to the extent of such prohibition or invalidity
without invalidating the remainder of such provision or any remaining
provisions of this Agreement.

     SECTION 7.9.  COUNTERPARTS. This Agreement may be executed in any number
of counterparts, each of which when executed and delivered shall be deemed to be
an original, and all of which when taken together shall constitute one and the
same Agreement.

     SECTION 7.10. GOVERNING LAW. This Agreement shall be governed by and
construed in accordance with the laws of the State of California.

     SECTION 7.11. ARBITRATION.

     (a)  ARBITRATION. Upon the demand of any party, any Dispute shall be
resolved by binding arbitration (except as set forth in (e) below) in
accordance with the terms of this Agreement. A "Dispute" shall mean any
action, dispute, claim or controversy of any kind, whether in contract or
tort, statutory or common law, legal or equitable, now existing or hereafter
arising under or in connection with, or in any way pertaining to, any of the
Loan Documents, or any past, present or future extensions of credit and other
activities, transactions or obligations of any kind related directly or
indirectly to any of the Loan Documents, including without limitation, any of
the foregoing arising in connection with the exercise of any self-help,
ancillary or other remedies pursuant to any of the Loan Documents. Any party
may by summary proceedings bring an action in court to compel arbitration of
a Dispute. Any party who fails or refuses to submit to arbitration following
a lawful demand by any other party shall bear all costs and expenses incurred
by such other party in compelling arbitration of any Dispute.

     (b)  GOVERNING RULES. Arbitration proceedings shall be administered by the
American Arbitration Association ("AAA") or such other administrator as the
parties shall mutually agree upon in accordance with the AAA Commercial
Arbitration Rules. All Disputes submitted to arbitration shall be resolved in
accordance with the Federal Arbitration Act (Title 9 of the United States Code),
notwithstanding any conflicting choice of law provision in any of the Loan
Documents. The arbitration shall be conducted at a location in California
selected by the AAA or other administrator. If there is any inconsistency
between the terms hereof and any such rules, the terms and procedures set forth
herein shall control. All statutes of limitation applicable to any Dispute shall
apply to any arbitration proceeding. All discovery activities shall be expressly
limited to matters

                                         -18-

<PAGE>

directly relevant to the Dispute being arbitrated. Judgment upon any award
rendered in an arbitration may be entered in any court having jurisdiction;
provided however, that nothing contained herein shall be deemed to be a waiver
by any party that is a bank of the protections afforded to it under 12 U.S.C.
Section 91 or any similar applicable state law.

     (c)  NO WAIVER; PROVISIONAL REMEDIES, SELF-HELP AND FORECLOSURE. No
provision hereof shall limit the right of any party to exercise self-help
remedies such as setoff, foreclosure against or sale of any real or personal
property collateral or security, or to obtain provisional or ancillary remedies,
including without limitation injunctive relief, sequestration, attachment,
garnishment or the appointment of a receiver, from a court of competent
jurisdiction before, after or during the pendency of any arbitration or other
proceeding. The exercise of any such remedy shall not waive the right of any
party to compel arbitration or reference hereunder.

     (d)  ARBITRATOR QUALIFICATIONS AND POWERS; AWARDS. Arbitrators must be
active members of the California State Bar or retired judges of the state or
federal judiciary of California, with expertise in the substantive laws
applicable to the subject matter of the Dispute. Arbitrators are empowered to
resolve Disputes by summary rulings in response to motions filed prior to the
final arbitration hearing. Arbitrators (i) shall resolve all Disputes in
accordance with the substantive law of the state of California, (ii) may grant
any remedy or relief that a court of the state of California could order or
grant within the scope hereof and such ancillary relief as is necessary to make
effective any award, and (iii) shall have the power to award recovery of all
costs and fees, to impose sanctions and to take such other actions as they deem
necessary to the same extent a judge could pursuant to the Federal Rules of
Civil Procedure, the California Rules of Civil Procedure or other applicable
law. Any Dispute in which the amount in controversy is $5,000,000 or less shall
be decided by a single arbitrator who shall not render an award of greater than
$5,000,000 (including damages, costs, fees and expenses). By submission to a
single arbitrator, each party expressly waives any right or claim to recover
more than $5,000,000. Any Dispute in which the amount in controversy exceeds
$5,000,000 shall be decided by majority vote of a panel of three arbitrators;
provided however, that all three arbitrators must actively participate in all
hearings and deliberations.

     (e)  JUDICIAL REVIEW. Notwithstanding anything herein to the contrary, in
any arbitration in which the amount in controversy exceeds $25,000,000, the
arbitrators shall be required to make specific, written findings of fact and
conclusions of law. In such arbitrations (i) the arbitrators

                                         -19-

<PAGE>

shall not have the power to make any award which is not supported by substantial
evidence or which is based on legal error, (ii) an award shall not be binding
upon the parties unless the findings of fact are supported by substantial
evidence and the conclusions of law are not erroneous under the substantive law
of the state of California, and (iii) the parties shall have in addition to
the grounds referred to in the Federal Arbitration Act for vacating, modifying
or correcting an award the right to judicial review of (A) whether the findings
of fact rendered by the arbitrators are supported by substantial evidence, and
(B) whether the conclusions of law are erroneous under the substantive law of
the state of California. Judgment confirming an award in such a proceeding may
be entered only if a court determines the award is supported by substantial
evidence and not based on legal error under the substantive law of the state of
California.

     (f)  REAL PROPERTY COLLATERAL; JUDICIAL REFERENCE. Notwithstanding anything
herein to the contrary, no Dispute shall be submitted to arbitration if the
Dispute concerns indebtedness secured directly or indirectly, in whole or in
part, by any real property unless (i) the holder of the mortgage, lien or
security interest specifically elects in writing to proceed with the
arbitration, or (ii) all parties to the arbitration waive any rights or benefits
that might accrue to them by virtue of the single action rule statute of
California, thereby agreeing that all indebtedness and obligations of the
parties, and all mortgages, liens and security interests securing such
indebtedness and obligations, shall remain fully valid and enforceable. If any
such Dispute is not submitted to arbitration, the Dispute shall be referred to a
referee in accordance with California Code of Civil Procedure Section 638 et
seq., and this general reference agreement is intended to be specifically
enforceable in accordance with said Section 638. A referee with the
qualifications required herein for arbitrators shall be selected pursuant to the
AAA's selection procedures. Judgment upon the decision rendered by a referee
shall be entered in the court in which such proceeding was commenced in
accordance with California Code of Civil Procedure Sections 644 and 645.

     (g)  MISCELLANEOUS. To the maximum extent practicable, the AAA, the
arbitrators and the parties shall take all action required to conclude any
arbitration proceeding within 180 days of the filing of the Dispute with the
AAA. No arbitrator or other party to an arbitration proceeding may disclose the
existence, content or results thereof, except for disclosures of information by
a party required in the ordinary course of its business, by applicable law or
regulation, or to the extent necessary to exercise any judicial review rights
set forth herein. If more than one agreement for arbitration by or between the
parties potentially applies to a Dispute, the arbitration

                                         -20-

<PAGE>

provision most directly related to the Loan Documents or the subject matter of
the Dispute shall control. This arbitration provision shall survive termination,
amendment or expiration of any of the Loan Documents or any relationship between
the parties.

     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the day and year first written above.


                                        WELLS FARGO BANK,
IRWIN NATURALS/4HEALTH,  INC.             NATIONAL ASSOCIATION


By:       [ILLEGIBLE]                   By:
     -------------------------               ---------------------------------
                                             Jan Macy-Buescher
Title:        CEO                            Vice President
      ------------------------

                                         -21-
<PAGE>

WELLS FARGO BANK                               CORPORATE RESOLUTION: BORROWING
------------------------------------------------------------------------------

TO: WELLS FARGO BANK, NATIONAL ASSOCIATION

  RESOLVED: That this corporation, IRWIN NATURALS/4HEALTH, INC., proposes to
obtain credit from time to time, or has obtained credit, from Wells Fargo Bank,
National Association ("Bank").

  BE IT FURTHER RESOLVED, that any ONE of the following officers:

  PRESIDENT/CHIEF OPERATING OFFICER OR CHIEF EXECUTIVE OFFICER OR CHIEF
FINANCIAL OFFICER OR CONTROLLER

  together with any ONE of the following officers:

  NONE

of this corporation be and they are hereby authorized and empowered for and on
behalf of and in the name of this corporation and as its corporate act and deed:

  (a) To borrow money from Bank and to assume any liabilities of any other
person or entity to Bank, in such form and on such terms and conditions as shall
be agreed upon by those authorized above and Bank, and to sign and deliver to
Bank such promissory notes and other evidences of indebtedness for money
borrowed or advanced and/or for indebtedness assumed as Bank shall require; such
promissory notes or other evidences of indebtedness may provide that advances be
requested by telephone communication and by any officer, employee or agent of
this corporation so long as the advances are deposited into any deposit account
of this corporation with Bank; this corporation shall be bound to Bank by, and
Bank may rely upon, any communication or act, including telephone
communications, purporting to be done by any officer, employee or agent of this
corporation provided that Bank believes, in good faith, that the same is done by
such person.

  (b) To contract for the issuance by Bank of letters of credit, to discount
with Bank notes, acceptances and evidences of indebtedness payable to or due
this corporation, to endorse the same and execute such contracts and instruments
for repayment thereof to Bank as Bank shall require, and to enter into foreign
exchange transactions with or through Bank.

  (c) To mortgage, encumber, pledge, convey, grant, assign or otherwise
transfer all or any part of this corporation's real or personal property for the
purpose of securing the payment of any of the promissory notes, contracts,
instruments and other evidences of indebtedness authorized hereby, and to
execute and deliver to Bank such deeds of trust, mortgages, pledge agreements,
security agreements and/or other related documents as Bank shall require.

  (d) To perform all acts and to execute and deliver all documents described
above and all other contracts and instruments which Bank deems necessary or
convenient to accomplish the purposes of this resolution and/or to perfect or
continue the rights, remedies and security interests to be given to Bank
pursuant hereto, including without limitation, any modifications, renewals
and/or extensions of any of this corporation's obligations to Bank, however
evidenced; provided that the aggregate principal amount of all sums borrowed and
credits established pursuant to this resolution shall not at any time exceed the
sum of $5,000,000.00 outstanding and unpaid.

  Loans made pursuant to a special resolution and loans made by offices of Bank
other than the office to which this resolution is delivered shall be in addition
to foregoing limitation.

  BE IT FURTHER RESOLVED, that the authority hereby conferred is in addition to
that conferred by any other resolution heretofore or hereafter delivered by this
corporation to Bank and shall continue in full force and effect until Bank shall
have received notice in writing, certified by the Secretary of this corporation,
of the revocation hereof by a resolution duly adopted by the Board of Directors
of this corporation.  Any such



CORPORATE RESOLUTION: BORROWING (11/97)                                   PAGE 1
02698, #3817125373

<PAGE>

WELLS FARGO BANK                                       CERTIFICATE OF INCUMBENCY
--------------------------------------------------------------------------------

TO: WELLS FARGO BANK, NATIONAL ASSOCIATION

  The undersigned, DAN MARTIN, Secretary of IRWIN NATURALS/4HEALTH, INC., a
corporation created and existing under the laws of the state of UTAH, hereby
certifies to Wells Fargo Bank, National Association ("Bank") that (a) the
following named persons are duly elected officers of this corporation and
presently hold the titles specified below, (b) said officers are authorized to
act on behalf of this Corporation in transactions with Bank, and (c) the
signature opposite each officer's name is his or her true signature:


TITLE                 NAME                 SIGNATURE

                      Klee Irwin           /s/ Klee Irwin
-------------         -------------        ------------------
Controller            Sheena Warner        /s/ Sheena Warner
-------------         -------------        ------------------
CFO                   Dan Martin           /s/ Dan Martin
-------------         -------------        ------------------




  The undersigned further certifies that if any of the above-named officers
change, or if, at any time, any of said officers are no longer authorized to act
on behalf of this corporation in transactions with Bank, this corporation shall
immediately provide to Bank a new Certificate of Incumbency. Bank is hereby
authorized to rely on this Certificate of Incumbency until a new Certificate of
Incumbency certified by the Secretary of this corporation is received by Bank.

  IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed the corporate
seal of said corporation as of _____________________ .


                                                       /s/ Dan Martin
                                                       ------------------------
                                                       DAN MARTIN, Secretary
(SEAL)

          [SEAL]



CERTIFICATE OF INCUMBENCY (06/97)                                     PAGE 1
02698, #3817125373

<PAGE>

                                                       NOTICE TO WAREHOUSE
WELLS FARGO BANK                                       OF SECURITY INTEREST
--------------------------------------------------------------------------------

TO:  DSS                               DATE: FEBRUARY 1, 1999
     10837 COMMERCE WAY
     FONTANA, CA 92337

ASSIGNOR:                              SECURED PARTY:

IRWIN NATURALS/4HEALTH, INC.           WELLS FARGO BANK, NATIONAL ASSOCIATION
10549 W. JEFFERSON BLVD.               333 SOUTH GRAND AVENUE 3RD FLR
CULVER CITY, CA 90232                  LOS ANGELES, CA 90071
--------------------------------------------------------------------------------

  Notice is hereby given that Assignor has granted and assigned to Secured
Party a security interest in all inventory now or at any time hereafter owned or
acquired by Assignor, wherever located, whether in the possession of Assignor,
warehousemen, bailees or any other person, together with all proceeds thereof,
including without limitation, all rights to payment with respect to any
insurance relating to any such inventory (collectively, "Inventory").

  Notice is also given that Assignor has assigned to Secured Party, among other
rights, the right to take possession of the Inventory and has advised Secured
Party that a portion of the Inventory is now, or may from time to time be,
located at your place of business described above. Upon receipt of instructions
from Secured Party, please make available and deliver to Secured Party or to
such carrier as Secured Party shall designate, at your place of business, any
Inventory of Assignor then held by you. Secured Party agrees to reimburse you
for all unpaid storage and handling charges owing to you from Assignor with
respect to any Inventory which you make available and deliver to Secured Party
or its designee in accordance with Secured Party's instructions. Except as
described in the preceding sentence, Secured Party shall not be liable or
responsible, directly or indirectly, for any amounts owing to you from Assignor,
whether due or to become due.

  Please acknowledge your receipt of this Notice by returning a copy to Secured
Party, dated and signed by you at the Acknowledgment portion hereof and advise
Secured Party if you have received any prior notice of any assignment of, or
security interest in, all or any portion of the Inventory, or if you have any
reason to refuse to make available and deliver any of the Inventory in
accordance with Secured Party's instructions given from time to time.

SECURED PARTY: WELLS FARGO BANK, NATIONAL ASSOCIATION

               By:
                  ----------------------------------------
               Title:
                      ------------------------------------

The undersigned Assignor hereby confirms and agrees to all terms and conditions
of the foregoing Notice:


ASSIGNOR:      IRWIN NATURALS/4HEALTH, INC.

               By /s/ Klee Irwin
                  ----------------------------------------
               Title: CEO
                      ------------------------------------

                            SEE ACKNOWLEDGMENT ON REVERSE



NOTICE TO WAREHOUSE OF SECURITY INTEREST (05/97)                        PAGE 1
02698, #3817125373

<PAGE>

                                                       NOTICE TO WAREHOUSE
WELLS FARGO BANK                                       OF SECURITY INTEREST
-------------------------------------------------------------------------------

TO:  DSS                               DATE: FEBRUARY 1, 1999
     10837 COMMERCE WAY
     FONTANA, CA 92337

ASSIGNOR:                              SECURED PARTY:

IRWIN NATURALS/4HEALTH, INC.           WELLS FARGO BANK, NATIONAL ASSOCIATION
10549 W. JEFFERSON BLVD.               333 SOUTH GRAND AVENUE 3RD FLR
CULVER CITY, CA 90232                  LOS ANGELES, CA 90071
-------------------------------------------------------------------------------

  Notice is hereby given that Assignor has granted and assigned to Secured
Party a security interest in all inventory now or at any time hereafter owned or
acquired by Assignor, wherever located, whether in the possession of Assignor,
warehousemen, bailees or any other person, together with all proceeds thereof,
including without limitation, all rights to payment with respect to any
insurance relating to any such inventory (collectively, "Inventory").

  Notice is also given that Assignor has assigned to Secured Party, among other
rights, the right to take possession of the Inventory and has advised Secured
Party that a portion of the Inventory is now, or may from time to time be,
located at your place of business described above. Upon receipt of instructions
from Secured Party, please make available and deliver to Secured Party or to
such carrier as Secured Party shall designate, at your place of business, any
Inventory of Assignor then held by you. Secured Party agrees to reimburse you
for all unpaid storage and handling charges owing to you from Assignor with
respect to any Inventory which you make available and deliver to Secured Party
or its designee in accordance with Secured Party's instructions. Except as
described in the preceding sentence, Secured Party shall not be liable or
responsible, directly or indirectly, for any amounts owing to you from Assignor,
whether due or to become due.

  Please acknowledge your receipt of this Notice by returning a copy to Secured
Party, dated and signed by you at the Acknowledgment portion hereof and advise
Secured Party if you have received any prior notice of any assignment of, or
security interest in, all or any portion of the Inventory, or if you have any
reason to refuse to make available and deliver any of the Inventory in
accordance with Secured Party's instructions given from time to time.

SECURED PARTY: WELLS FARGO BANK, NATIONAL ASSOCIATION

               By:
                  ----------------------------------------
               Title:
                      ------------------------------------

The undersigned Assignor hereby confirms and agrees to all terms and conditions
of the foregoing Notice:


ASSIGNOR:      IRWIN NATURALS/4HEALTH, INC.

               By /s/ Klee Irwin
                  ----------------------------------------
               Title: CEO
                      ------------------------------------

                            SEE ACKNOWLEDGMENT ON REVERSE



NOTICE TO WAREHOUSE OF SECURITY INTEREST (05/97)                         PAGE 1
02698, #3817125373

<PAGE>

                                           CONTINUING SECURITY AGREEMENT
WELLS FARGO BANK                           RIGHTS TO PAYMENT AND INVENTORY
-------------------------------------------------------------------------------

  1.    GRANT OF SECURITY INTEREST. For valuable consideration, the undersigned
IRWIN NATURALS/4HEALTH, INC., or any of them ("Debtor"), hereby grants and
transfers to WELLS FARGO BANK, NATIONAL ASSOCIATION ("BANK") a security interest
in all accounts, deposit accounts, chattel paper, instruments, documents and
general intangibles (collectively called "Rights to Payment"), now existing or
at any time hereafter, and prior to the termination hereof, arising (whether
they arise from the sale, lease or other disposition of inventory or from
performance of contracts for service, manufacture, construction, repair or
otherwise or from any other source whatsoever), including all securities,
guaranties, warranties, indemnity agreements, insurance policies and other
agreements pertaining to the same or the property described therein, and in all
goods returned by or repossessed from Debtor's customers, together with a
security interest in all inventory, goods held for sale or lease or to be
furnished under contracts for service, goods so leased or furnished, raw
materials, component parts, work in process or materials used or consumed in
Debtor's business and all warehouse receipts, bills of lading and other
documents evidencing goods owned or acquired by Debtor, and all goods covered
thereby, now or at any time hereafter, and prior to the termination hereof,
owned or acquired by Debtor, wherever located, and all products thereof
(collectively called "Inventory"), whether in the possession of Debtor,
warehousemen, bailees or any other person, or in process of delivery and whether
located at Debtor's places of business or elsewhere (with all Rights to Payment
and Inventory referred to herein collectively as the "Collateral"), together
with whatever is receivable or received when any of the Collateral or proceeds
thereof are sold, leased, collected, exchanged or otherwise disposed of, whether
such disposition is voluntary or involuntary, including without limitation, all
Rights to Payment, including returned premiums, with respect to any insurance
relating to any of the foregoing, and all Rights to Payment with respect to any
cause of action affecting or relating to any of the foregoing (hereinafter
called "Proceeds").

  2.    OBLIGATIONS SECURED. The obligations secured hereby are the payment and
performance of: (a) all present and future Indebtedness of Debtor to Bank; (b)
all obligations of Debtor and rights of Bank under this Agreement; and (c) all
present and future obligations of Debtor to Bank of other kinds. The word
"Indebtedness" is used herein in its most comprehensive sense and includes any
and all advances, debts, obligations and liabilities of Debtor, or any of them,
heretofore, now or hereafter made, incurred or created, whether voluntary or
involuntary and however arising, whether due or not due, absolute or contingent,
liquidated or unliquidated, determined or undetermined, and whether Debtor may
be liable individually or jointly, or whether recovery upon such Indebtedness
may be or hereafter becomes unenforceable.

  3.    TERMINATION. This Agreement will terminate upon the performance of all
obligations of Debtor to Bank, including without limitation, the payment of all
Indebtedness of Debtor to Bank, and the termination of all commitments of Bank
to extend credit to Debtor, existing at the time Bank receives written notice
from Debtor of the termination of this Agreement.

  4.    OBLIGATIONS OF BANK. Bank has no obligation to make any loans hereunder.
Any money received by Bank in respect of the Collateral may be deposited, at
Bank's option, into a non-interest bearing account over which Debtor shall have
no control, and the same shall, for all purposes, be deemed Collateral
hereunder.

  5.    REPRESENTATIONS AND WARRANTIES. Debtor represents and warrants to Bank
that: (a) Debtor is the owner and has possession or control of the Collateral
and Proceeds; (b) Debtor has the right to grant a security interest in the
Collateral and Proceeds; (c) all Collateral and Proceeds are genuine, free from
liens, adverse claims, setoffs, default, prepayment, defenses and conditions
precedent of any kind or character, except the lien created hereby or as
otherwise agreed to by Bank, or heretofore disclosed by Debtor to Bank, in
writing; (d) all statements contained herein and, where applicable, in the
Collateral are true and complete in all material respects; (e) no financing
statement covering any of the Collateral or Proceeds, and naming any secured
party other than Bank, is on file in any public office; (f) all persons
appearing to be obligated on Rights to Payment and Proceeds have authority and
capacity to contract and are bound as they appear to be; (g) all property
subject to chattel paper has been properly registered and filed in compliance
with law and to perfect the interest of Debtor in such property; and (h) all
Rights to Payment and Proceeds comply with all applicable laws concerning form,
content and manner of preparation and execution, including where applicable
Federal Reserve Regulation Z and any State consumer credit laws.

  6.    COVENANTS OF DEBTOR.

  (a)   Debtor Agrees in general: (i) to pay Indebtedness secured hereby when
due; (ii) to indemnify Bank against all losses, claims, demands, liabilities and
expenses of every kind caused by property subject hereto; (iii) to pay all costs
and expenses, including reasonable attorneys' fees, incurred by Bank in the
perfection and preservation of the Collateral or Bank's interest therein and/or
the realization, enforcement and exercise of Bank's rights, powers and remedies
hereunder; (iv) to permit Bank to exercise its powers; (v) to execute and
deliver such documents as Bank deems necessary to create, perfect and continue
the security interests contemplated hereby; and (vi) not to change its chief
place of business (or personal residence, if applicable) or the places where
Debtor keeps any of the Collateral or Debtor's records concerning the Collateral
and Proceeds without first giving Bank written notice of the address to which
Debtor is moving same.

  (b)   Debtor agrees with regard to the Collateral and Proceeds, unless Bank
agrees otherwise in writing:

CONTINUING SECURITY AGREEMENT (06/97)                                   PAGE 1
02698, #3817125373

<PAGE>

(i) to insure Inventory and, where applicable, Rights to Payment with Bank as
loss payee, in form, substance and amounts, under agreements, against risks and
liabilities, and with insurance companies satisfactory to Bank; (ii) not to use
any Inventory for any unlawful purpose or in any way that would void any
insurance required to be carried in connection therewith; (iii) not to remove
Inventory from Debtor's premises, except for deliveries to buyers in the
ordinary course of Debtor's business and except Inventory which consists of
mobile goods as defined in the California Uniform Commercial Code, in which case
Debtor agrees not to remove or permit the removal of the Inventory from its
state of domicile for a period in excess of 30 calendar days; (iv) not to permit
any security interest in or lien on the Collateral or Proceeds, including
without limitation, liens arising from the storage of Inventory, except in favor
of Bank; (v) not to sell, hypothecate or otherwise dispose of, nor permit the
transfer by operation of law of, any of the Collateral or Proceeds or any
interest therein, except sales of Inventory to buyers in the ordinary course of
Debtor's business; (vi) to furnish reports to Bank of all acquisitions, returns,
sales and other dispositions of the Inventory in such form and detail and at
such times as Bank may require; (vii) to permit Bank to inspect the Collateral
at any time; (viii) to keep, in accordance with generally accepted accounting
principles, complete and accurate records regarding all Collateral and Proceeds,
and to permit Bank to inspect the same and make copies thereof at any reasonable
time; (ix) if requested by Bank, to receive and use reasonable diligence to
collect Rights to Payment and Proceeds, in trust and as the property of Bank,
and to immediately endorse as appropriate and deliver such Rights to Payment and
Proceeds to Bank daily in the exact form in which they are received together
with a collection report in form satisfactory to Bank; (x) not to commingle
Rights to Payment, Proceeds or collections thereunder with other property; (xi)
to give only normal allowances and credits and to advise Bank thereof
immediately in writing if they affect any Rights to Payment or Proceeds in any
material respect; (xii) on demand, to deliver to Bank returned property
resulting from, or payment equal to, such allowances or credits on any Rights to
Payment or Proceeds or to execute such documents and do such other things as
Bank may reasonably request for the purpose of perfecting, preserving and
enforcing its security interest in such returned property; (xiii) from time to
time, when requested by Bank, to prepare and deliver a schedule of all
Collateral and Proceeds subject to this Agreement and to assign in writing and
deliver to Bank all accounts, contracts, leases and other chattel paper,
instruments, documents and other evidences thereof; (xiv) in the event Bank
elects to receive payments of Rights to Payment or Proceeds hereunder, to pay
all expenses incurred by Bank in connection therewith, including expenses of
accounting, correspondence, collection efforts, reporting to account or contract
debtors, filing, recording, record keeping and expenses incidental thereto; and
(xv) to provide any service and do any other acts which may be necessary to
maintain, preserve and protect all Collateral and, as appropriate and
applicable, to keep all Collateral in good and saleable condition in accordance
with the standards and practices adhered to generally by users and manufacturers
of like property, and to keep all Collateral and Proceeds free and clear of all
defenses, rights of offset and counterclaims.

  7.    POWERS OF BANK. Debtor appoints Bank its true attorney-in-fact to
perform any of the following powers, which are coupled with an interest, are
irrevocable until termination of this Agreement and may be exercised from time
to time by Bank's officers and employees, or any of them, whether or not Debtor
is in default: (a) to perform any obligation of Debtor hereunder in Debtor's
name or otherwise; (b) to give notice to account debtors or others of Bank's
rights in the Collateral and Proceeds, to enforce the same and make extension
agreements with respect thereto; (c) to release persons liable on Proceeds and
to give receipts and acquittances and compromise disputes in connection
therewith; (d) to release security; (e) to resort to security in any order; (f)
to prepare, execute, file, record or deliver notes, assignments, schedules,
designation statements, financing statements, continuation statements,
termination statements, statements of assignment, applications for registration
or like papers to perfect, preserve or release Bank's interest in the Collateral
and Proceeds; (g) to receive, open and read mail addressed to Debtor; (h) to
take cash, instruments for the payment of money and other property to which Bank
is entitled; (i) to verify facts concerning the Collateral and Proceeds by
inquiry of obligors thereon, or otherwise, in its own name or a fictitious name;
(j) to endorse, collect, deliver and receive payment under instruments for the
payment of money constituting or relating to Proceeds; (k) to prepare, adjust,
execute, deliver and receive payment under insurance claims, and to collect and
receive payment of and endorse any instrument in payment of loss or returned
premiums or any other insurance refund or return, and to apply such amounts
received by Bank, at Bank's sole option, toward repayment of the Indebtedness or
replacement of the Collateral; (l) to exercise all rights, powers and remedies
which Debtor would have, but for this Agreement, with respect to all Collateral
and Proceeds subject hereto; (m) to enter onto Debtor's premises in inspecting
the Collateral; (n) to make withdrawals from and to close deposit accounts or
other accounts with any financial institution, wherever located, into which
Proceeds may have been deposited, and to apply funds so withdrawn to payment of
the Indebtedness; (o) to preserve or release the interest evidenced by chattel
paper to which Bank is entitled hereunder and to endorse and deliver evidences
of title incidental thereto; and (p) to do all acts and things and execute all
documents in the name of Debtor or otherwise, deemed by Bank as necessary,
proper and convenient in connection with the preservation, perfection or
enforcement of its rights hereunder.

  8.    PAYMENT OF PREMIUMS, TAXES, CHARGES, LIENS AND ASSESSMENTS. Debtor
agrees to pay, prior to delinquency, all insurance premiums, taxes, charges,
liens and assessments against the Collateral and Proceeds, and upon the
failure of Debtor to do so, Bank at its option  may pay any of them and shall
be the sole judge of the legality or validity thereof and the amount
necessary to discharge the same. Any such payments made by Bank shall be
obligations of Debtor to Bank, due and payable immediately upon demand,
together with interest at a rate determined in accordance with the provisions
of Section 15 herein, and shall be secured by the Collateral and Proceeds,
subject to all terms and conditions of this Agreement.

  9.    EVENTS OF DEFAULT. The occurrence of any of the following shall
constitute an "Event of Default" under this Agreement: (a) any default in the
payment or performance of any obligation, or any defined event of default,
under (i) any contract or instrument evidencing any Indebtedness, or (ii) any
other agreement between any Debtor and Bank, including without limitation any
loan agreement, relating to or


CONTINUING SECURITY AGREEMENT (06/97)                                     PAGE 2
02698, #3817125373

<PAGE>

executed in connection with any Indebtedness; (b) any representation or warranty
made by any Debtor herein shall prove to be incorrect in any material respect
when made; (c) any Debtor shall fail to observe or perform any obligation or
agreement contained herein; (d) any attachment or like levy on any property of
any Debtor; and (e) Bank, in good faith, believes any or all of the Collateral
and/or Proceeds to be in danger of misuse, dissipation, commingling, loss,
theft, damage or destruction, or otherwise in jeopardy or unsatisfactory in
character or value.

  10.   REMEDIES. Upon the occurrence of any Event of Default, Bank shall
have the right to declare immediately due and payable all or any Indebtedness
secured hereby and to terminate any commitments to make loans or otherwise
extend credit to Debtor. Bank shall have all other rights, powers, privileges
and remedies granted to a secured party upon default under the California
Uniform Commercial Code or otherwise provided by law, including without
limitation, the right to contact all persons obligated to Debtor on any
Collateral or Proceeds and to instruct such persons to deliver all Collateral
and/or Proceeds directly to Bank. All rights, powers, privileges and remedies
of Bank shall be cumulative. No delay, failure or discontinuance of Bank in
exercising any right, power, privilege or remedy hereunder shall affect or
operate as a waiver of such right, power, privilege or remedy; nor shall any
single or partial exercise of any such right, power, privilege or remedy
preclude, waive or otherwise affect any other or further exercise thereof or
the exercise of any other right, power, privilege or remedy. Any waiver,
permit, consent or approval of any kind by Bank of any default hereunder, or
any such waiver of any provisions or conditions hereof, must be in writing
and shall be effective only to the extent set forth in writing. It is agreed
that public or private sales, for cash or on credit, to a wholesaler or retailer
or investor, or user of property of the types subject to this Agreement, or
public auction, are all commercially reasonable since differences in the sales
prices generally realized in the different kinds of sales are ordinarily offset
by the differences in the costs and credit risks of such sales.

While an Event of Default exists: (a) Debtor will deliver to Bank from time to
time, as requested by Bank, current lists of all Collateral and Proceeds; (b)
Debtor will not dispose of any of the Collateral or Proceeds except on terms
approved by Bank; (c) at Bank's request, Debtor will assemble and deliver all
Collateral and Proceeds, and books and records pertaining thereto, to Bank at a
reasonably convenient place designated by Bank; and (d) Bank may, without notice
to Debtor, enter onto Debtor's premises and take possession of the Collateral.
With respect to any sale by Bank of any Collateral subject to this Agreement,
Debtor hereby expressly grants to Bank the right to sell such Collateral using
any or all of Debtor's trademarks, trade names, trade name rights and/or
proprietary labels or marks.

  11.   DISPOSITION OF COLLATERAL AND PROCEEDS. Upon the transfer of all or any
part of the Indebtedness, Bank may transfer all or any part of the Collateral or
Proceeds and shall be fully discharged thereafter from all liability and
responsibility with respect to any of the foregoing so transferred, and the
transferee shall be vested with all rights and powers of Bank hereunder with
respect to any of the foregoing so transferred; but with respect to any
Collateral or Proceeds not so transferred Bank shall retain all rights, powers,
privileges and remedies herein given. Any proceeds of any disposition of any of
the Collateral or Proceeds, or any part thereof, may be applied by Bank to the
payment of expenses incurred by Bank in connection with the foregoing, including
reasonable attorneys' fees, and the balance of such proceeds may be applied by
Bank toward the payment of the Indebtedness in such order of application as Bank
may from time to time elect.

  12.   STATUTE OF LIMITATIONS. Until all Indebtedness shall have been paid
in full and all commitments by Bank to extend credit to Debtor have been
terminated, the power of sale and all other rights, powers, privileges and
remedies granted to Bank hereunder shall continue to exist and may be
exercised by Bank at any time and from time to time irrespective of the fact
that the Indebtedness or any part thereof may have become barred by any
statute of limitations, or that the personal liability of Debtor may have
ceased, unless such liability shall have ceased due to the payment in full of
all Indebtedness secured hereunder.

  13.   MISCELLANEOUS. (a) The obligations of Debtor are joint and several; (b)
Debtor hereby waives any right (i) to require Bank to make any presentment or
demand, or give any notice of nonpayment or nonperformance, protest, notice of
protest or notice of dishonor hereunder, (ii) to direct the application of
payments or security for Indebtedness of Debtor or indebtedness of customers of
Debtor, or (iii) to require proceedings against others or to require exhaustion
of security; and (c) Debtor hereby consents to extensions, forbearances or
alterations of the terms of Indebtedness, the release or substitution of
security, and the release of any guarantors; provided however, that in each
instance, Bank believes in good faith that the action in question is
commercially reasonable in that it does not unreasonably increase the risk of
nonpayment of the Indebtedness to which the action applies. Until all
Indebtedness shall have been paid in full, no Debtor shall have any right of
subrogation or contribution, and each Debtor hereby waives any benefit of or
right to participate in any of the Collateral or Proceeds or any other security
now or hereafter held by Bank.

  14.   NOTICES. All notices, requests and demands required under this Agreement
must be in writing, addressed to Bank at the address specified in any other loan
documents entered into between Debtor and Bank and to Debtor at the address of
its chief executive office (or personal residence, if applicable) specified
below or to such other address as any party may designate by written notice to
each other party, and shall be deemed to have been given or made as follows: (a)
if personally delivered, upon delivery; (b) if sent by mail, upon the earlier of
the date of receipt or 3 days after deposit in the U. S. mail, first class and
postage prepaid; and (c) if sent by telecopy, upon receipt.

  15.   COSTS, EXPENSES AND ATTORNEYS' FEES. Debtor shall pay to Bank
immediately upon demand the full amount of all payments, advances, charges,
costs and expenses, including reasonable attorneys' fees (to include outside
counsel fees and all allocated costs of Bank's in-house counsel), expended or
incurred by


CONTINUING SECURITY AGREEMENT (06/97)                                    PAGE 3
02698, #3817125373

<PAGE>

Bank in exercising any right, power, privilege or remedy conferred by this
Agreement or in the enforcement thereof, whether incurred at the trial or
appellate level, in an arbitration proceeding or otherwise, and including any of
the foregoing incurred in connection with any bankruptcy proceeding (including
without limitation, any adversary proceeding, contested matter or motion brought
by Bank or any other person) relating to Debtor or in any way affecting any of
the Collateral or Bank's ability to exercise any of its rights or remedies with
respect thereto. All of the foregoing shall be paid by Debtor with interest from
the date of demand until paid in full at a rate per annum equal to the greater
of ten percent (10%) or the Prime Rate in effect from time to time. The "Prime
Rate" is a base rate that Bank from time to time establishes and which serves as
the basis upon which effective rates of interest are calculated for those loans
making reference thereto.

  16.   SUCCESSORS; ASSIGNS; AMENDMENT. This Agreement shall be binding upon and
inure to the benefit of the heirs, executors, administrators, legal
representatives, successors and assigns of the parties, and may be amended or
modified only in writing signed by Bank and Debtor.

  17.   OBLIGATIONS OF MARRIED PERSONS. Any married person who signs this
Agreement as Debtor hereby expressly agrees that recourse may be had against his
or her separate property for all his or her Indebtedness to Bank secured by the
Collateral and Proceeds under this Agreement.

  18.   SEVERABILITY OF PROVISIONS. If any provision of this Agreement shall be
held to be prohibited by or invalid under applicable law, such provision shall
be ineffective only to the extent of such prohibition or invalidity, without
invalidating the remainder of such provision or any remaining provisions of this
Agreement.

  19.   GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the state of California.


  Debtor warrants that its chief executive office (or personal residence, if
applicable) is located at the following address: 10549 W. JEFFERSON BLVD.,
CULVER CITY, CA 90232

  Debtor warrants that the Collateral (except goods in transit) is located or
domiciled at the following additional addresses: 10837 COMMERCE WAY, FONTANA, CA
92337

  IN WITNESS WHEREOF, this Agreement has been duly executed as of FEBRUARY 1,
1999.

IRWIN NATURALS/4HEALTH, INC.

By: /s/ Klee Irwin
   ----------------------------
Title:   CEO
      -------------------------

CONTINUING SECURITY AGREEMENT (06/97)                                    PAGE 4
02698, #3817125373

<PAGE>

                                                            SECURITY AGREEMENT
WELLS FARGO BANK                                                     EQUIPMENT
-------------------------------------------------------------------------------

  1.    GRANT OF SECURITY INTEREST. For valuable consideration, the undersigned
IRWIN NATURALS/4HEALTH, INC., or any of them ("Debtor"), hereby grants and
transfers to WELLS FARGO BANK, NATIONAL ASSOCIATION ("Bank") a security interest
in all goods, tools, machinery, furnishings, furniture and other equipment, now
or at any time hereafter, and prior to the termination hereof, owned or acquired
by Debtor, wherever located, whether in the possession of Debtor or any other
person and whether located on Debtor's property or elsewhere, and all
improvements, replacements, accessions and additions thereto (collectively
called "Collateral"), together with whatever is receivable or received when any
of the Collateral or proceeds thereof are sold, leased, collected, exchanged or
otherwise disposed of, whether such disposition is voluntary or involuntary,
including without limitation, (a) all accounts, contract rights, chattel paper,
instruments, documents, general intangibles and rights to payment of every kind
now or at any time hereafter arising from any such sale, lease, collection,
exchange or other disposition of any of the foregoing, (b) all rights to
payment, including returned premiums, with respect to any insurance relating to
any of the foregoing, and (c) all rights to payment with respect to any cause of
action affecting or relating to any of the foregoing (hereinafter called
"Proceeds").

  2.    OBLIGATIONS SECURED. The obligations secured hereby are the payment and
performance of: (a) all present and future Indebtedness of Debtor to Bank; (b)
all obligations of Debtor and rights of Bank under this Agreement; and (c) all
present and future obligations of Debtor to Bank of other kinds. The word
"Indebtedness" is used herein in its most comprehensive sense and includes any
and all advances, debts, obligations and liabilities of Debtor, or any of them,
heretofore, now or hereafter made, incurred or created, whether voluntary or
involuntary and however arising, whether due or not due, absolute or contingent,
liquidated or unliquidated, determined or undetermined, and whether Debtor may
be liable individually or jointly, or whether recovery upon such Indebtedness
may be or hereafter becomes unenforceable.

  3.    TERMINATION. This Agreement will terminate upon the performance of all
obligations of Debtor to Bank, including without limitation, the payment of all
Indebtedness of Debtor to Bank, and the termination of all commitments of Bank
to extend credit to Debtor, existing at the time Bank receives written notice
from Debtor of the termination of this Agreement.

  4.    OBLIGATIONS OF BANK. Bank has no obligation to make any loans hereunder.
Any money received by Bank in respect of the Collateral may be deposited, at
Bank's option, into a non-interest bearing account over which Debtor shall have
no control, and the same shall, for all purposes, be deemed Collateral
hereunder.

  5.    REPRESENTATIONS AND WARRANTIES. Debtor represents and warrants to Bank
that: (a) Debtor is the owner and has possession or control of the Collateral
and Proceeds; (b) Debtor has the right to grant a security interest in the
Collateral and Proceeds; (c) all Collateral and Proceeds are genuine, free from
liens, adverse claims, setoffs, default, prepayment, defenses and conditions
precedent of any kind or character, except the lien created hereby or as
otherwise agreed to by Bank, or heretofore disclosed by Debtor to Bank, in
writing; (d) all statements contained herein are true and complete in all
material respects; (e) no financing statement covering any of the Collateral or
Proceeds, and naming any secured party other than Bank, is on file in any public
office; and (f) Debtor is not in the business of selling goods of the kind
included within the Collateral subject to this Agreement, and Debtor
acknowledges that no sale of any Collateral, including without limitation, any
Collateral which Debtor may deem to be surplus, has been or shall be consented
to or acquiesced in by Bank, except as specifically set forth in writing by
Bank.

   6.   COVENANTS OF DEBTOR.

   (a)  Debtor Agrees in general: (i) to pay Indebtedness secured hereby when
due; (ii) to indemnify Bank against all losses, claims, demands, liabilities
and expenses of every kind caused by property subject hereto; (iii) to pay
all costs and expenses, including reasonable attorneys' fees, incurred by
Bank in the perfection and preservation of the Collateral or Bank's interest
therein and/or the realization, enforcement and exercise of Bank's rights,
powers and remedies hereunder; (iv) to permit Bank to exercise its powers;
(v) to execute and deliver such documents as Bank deems necessary to create,
perfect and continue the security interests contemplated hereby; and (vi) not
to change its chief place of business (or personal residence, if applicable)
or the places where Debtor keeps any of the Collateral or Debtor's records
concerning the Collateral and Proceeds without first giving Bank written
notice of the address to which Debtor is moving same.

  (b)   Debtor agrees with regard to the Collateral and Proceeds, unless Bank
agrees otherwise in writing: (i) to insure the Collateral with Bank as loss
payee, in form, substance and amounts, under agreements, against risks and
liabilities, and with insurance companies satisfactory to Bank; (ii) to operate
the Collateral in accordance with all applicable statutes, rules and regulations
relating to the use and control thereof, and not to use the Collateral for any
unlawful purpose or in any way that would void any insurance required to be
carried in connection therewith; (iii) not to permit any security interest in or
lien on the Collateral or Proceeds, including without limitation, liens arising
from repairs to or storage of the Collateral, except in favor of Bank; (iv) to
pay when due all license fees, registration fees and other charges in connection
with any collateral; (v) not to remove the Collateral from Debtor's premises
unless the Collateral consists of mobile goods as defined in the California
Uniform Commercial Code, in which case Debtor agrees not to remove or permit the
removal of the Collateral from its state of domicile for a period in excess of
30 calendar days; (vi) not to sell,

SECURITY AGREEMENT (06/97)                                                PAGE 1
02698, #3817125373

<PAGE>

hypothecate or otherwise dispose of, nor permit the transfer by operation of law
of, any of the Collateral or Proceeds or any interest therein; (vii) not to
rent, lease or charter the Collateral; (viii) to permit Bank to inspect the
Collateral at any time; (ix) to keep, in accordance with generally accepted
accounting principles, complete and accurate records regarding all Collateral
and Proceeds, and to permit Bank to inspect the same and make copies thereof at
any reasonable time; (x) if requested by Bank, to receive and use reasonable
diligence to collect Proceeds, in trust and as the property of Bank, and to
immediately endorse as appropriate and deliver such Proceeds to Bank daily in
the exact form in which they are received together with a collection report in
form satisfactory to Bank; (xi) not to commingle Proceeds or collections
thereunder with other property; (xii) to give only normal allowances and credits
and to advise Bank thereof immediately in writing if they affect any Collateral
or Proceeds in any material respect; (xiii) in the event Bank elects to receive
payments of Proceeds hereunder, to pay all expenses incurred by Bank in
connection therewith, including expenses of accounting, correspondence,
collection efforts, reporting to account or contract debtors, filing, recording,
record keeping and expenses incidental thereto; and (xiv) to provide any service
and do any other acts which may be necessary to maintain, preserve and protect
all Collateral and, as appropriate and applicable, to keep the Collateral in
good and saleable condition and repair, to deal with the Collateral in
accordance with the standards and practices adhered to generally by owners of
like property, and to keep all Collateral and Proceeds free and clear of all
defenses, rights of offset and counterclaims.

  7.    POWERS OF BANK. Debtor appoints Bank its true attorney-in-fact to
perform any of the following powers, which are coupled with an interest, are
irrevocable until termination of this Agreement and may be exercised from
time to time by Bank's officers and employees, or any of them, whether or not
Debtor is in default: (a) to perform any obligation of Debtor hereunder in
Debtor's name or otherwise; (b) to give notice to account debtors or others
of Bank's rights in the Collateral and Proceeds, to enforce the same and make
extension agreements with respect thereto; (c) to release persons liable on
Proceeds and to give receipts and acquittances and compromise disputes in
connection therewith; (d) to release security; (e) to resort to security in
any order; (f) to prepare, execute, file, record or deliver notes, assignments,
schedules, designation statements, financing statements, continuation
statements, termination statements, statements of assignment, applications
for registration or like papers to perfect, preserve or release Bank's
interest in the Collateral and Proceeds; (g) to receive, open and read mail
addressed to Debtor; (h) to take cash, instruments for the payment of money
and other property to which Bank is entitled; (i) to verify facts concerning
the Collateral and Proceeds by inquiry of obligors thereon, or otherwise, in
its own name or a fictitious name; (j) to endorse, collect, deliver and
receive payment under instruments for the payment of money constituting or
relating to Proceeds; (k) to prepare, adjust, execute, deliver and receive
payment under insurance claims, and to collect and receive payment of and
endorse any instrument in payment of loss or returned premiums or any other
insurance refund or return, and to apply such amounts received by Bank, at
Bank's sole option, toward repayment of the Indebtedness or replacement of
the Collateral; (l) to exercise all rights, powers and remedies which Debtor
would have, but for this Agreement, with respect to all Collateral and Proceeds
subject hereto; (m) to enter onto Debtor's premises in inspecting the
Collateral; and (n) to do all acts and things and execute all documents in
the name of Debtor or otherwise, deemed by Bank as necessary, proper and
convenient in connection with the preservation, perfection or enforcement of
its rights hereunder.

  8.    PAYMENT OF PREMIUMS, TAXES, CHARGES, LIENS AND ASSESSMENTS. Debtor
agrees to pay, prior to delinquency, all insurance premiums, taxes, charges,
liens and assessments against the Collateral and Proceeds, and upon the failure
of Debtor to do so, Bank at its option may pay any of them and shall be the sole
judge of the legality or validity thereof and the amount necessary to discharge
the same. Any such payments made by Bank shall be obligations of Debtor to Bank,
due and payable immediately upon demand, together with interest at a rate
determined in accordance with the provisions of Section 15 herein, and shall be
secured by the Collateral and Proceeds, subject to all terms and conditions of
this Agreement.

  9.    EVENTS OF DEFAULT. The occurrence of any of the following shall
constitute an "Event of Default" under this Agreement: (a) any default in the
payment or performance of any obligation, or any defined event of default,
under (i) any contract or instrument evidencing any Indebtedness, or (ii) any
other agreement between any Debtor and Bank, including without limitation any
loan agreement, relating to or executed in connection with any Indebtedness;
(b) any representation or warranty made by any Debtor herein shall prove to
be incorrect in any material respect when made; (c) any Debtor shall fail to
observe or perform any obligation or agreement contained herein; (d) any
attachment or like levy on any property of any Debtor; and (e) Bank, in good
faith, believes any or all of the Collateral and/or Proceeds to be in danger
of misuse, dissipation, commingling, loss, theft, damage or destruction, or
otherwise in jeopardy or unsatisfactory in character or value.

  10.   REMEDIES. Upon the occurrence of any Event of Default, Bank shall
have the right to declare immediately due and payable all or any Indebtedness
secured hereby and to terminate any commitments to make loans or otherwise
extend credit to Debtor. Bank shall have all other rights, powers, privileges
and remedies granted to a secured party upon default under the California
Uniform Commercial Code or otherwise provided by law, including without
limitation, the right to contact all persons obligated to Debtor on any
Collateral or Proceeds and to instruct such persons to deliver all Collateral
and/or Proceeds directly to Bank. All rights, powers, privileges and remedies
of Bank shall be cumulative. No delay, failure or discontinuance of Bank in
exercising any right, power, privilege or remedy hereunder shall affect or
operate as a waiver of such right, power, privilege or remedy; nor shall any
single or partial exercise of any such right, power, privilege or remedy
preclude, waive or otherwise affect any other or further exercise thereof or
the exercise of any other right, power, privilege or remedy. Any waiver,
permit, consent or approval of any kind by Bank of any default hereunder, or
any such waiver of any provisions or conditions hereof, must be in writing
and shall be effective only to the extent set forth in writing. It is agreed
that public or private sales, for cash or on credit, to a wholesaler or
retailer or investor, or user of property of the types subject to this
Agreement, or public auction,

SECURITY AGREEMENT (06/97)                                               PAGE 2
02698, #3817125373

<PAGE>

are all commercially reasonable since differences in the sales prices generally
realized in the different kinds of sales are ordinarily offset by the
differences in the costs and credit risks of such sales.

While an Event of Default exists: (a) Debtor will deliver to Bank from time to
time, as requested by Bank, current lists of all Collateral and Proceeds; (b)
Debtor will not dispose of any of the Collateral or Proceeds except on terms
approved by Bank; (c) at Bank's request, Debtor will assemble and deliver all
Collateral and Proceeds, and books and records pertaining thereto, to Bank at a
reasonably convenient place designated by Bank; and (d) Bank may, without notice
to Debtor, enter onto Debtor's premises and take possession of the Collateral.

  11.   DISPOSITION OF COLLATERAL AND PROCEEDS. Upon the transfer of all or any
part of the Indebtedness, Bank may transfer all or any part of the Collateral or
Proceeds and shall be fully discharged thereafter from all liability and
responsibility with respect to any of the foregoing so transferred, and the
transferee shall be vested with all rights and powers of Bank hereunder with
respect to any of the foregoing so transferred; but with respect to any
Collateral or Proceeds not so transferred Bank shall retain all rights, powers,
privileges and remedies herein given. Any proceeds of any disposition of any of
the Collateral or Proceeds, or any part thereof, may be applied by Bank to the
payment of expenses incurred by Bank in connection with the foregoing, including
reasonable attorneys' fees, and the balance of such proceeds may be applied by
Bank toward the payment of the Indebtedness in such order of application as Bank
may from time to time elect.

  12.   STATUTE OF LIMITATIONS. Until all Indebtedness shall have been paid in
full and all commitments by Bank to extend credit to Debtor have been
terminated, the power of sale and all other rights, powers, privileges and
remedies granted to Bank hereunder shall continue to exist and may be exercised
by Bank at any time and from time to time irrespective of the fact that the
Indebtedness or any part thereof may have become barred by any statute of
limitations, or that the personal liability of Debtor may have ceased, unless
such liability shall have ceased due to the payment in full of all Indebtedness
secured hereunder.

  13.   MISCELLANEOUS. (a) The obligations of Debtor are joint and several; (b)
Debtor hereby waives any right (i) to require Bank to make any presentment or
demand, or give any notice of nonpayment or nonperformance, protest, notice of
protest or notice of dishonor hereunder, (ii) to direct the application of
payments or security for Indebtedness of Debtor or indebtedness of customers of
Debtor, or (iii) to require proceedings against others or to require exhaustion
of security; and (c) Debtor hereby consents to extensions, forbearances or
alterations of the terms of Indebtedness, the release or substitution of
security, and the release of any guarantors; provided however, that in each
instance, Bank believes in good faith that the action in question is
commercially reasonable in that it does not unreasonably increase the risk of
nonpayment of the Indebtedness to which the action applies. Until all
Indebtedness shall have been paid in full, no Debtor shall have any right of
subrogation or contribution, and each Debtor hereby waives any benefit of or
right to participate in any of the Collateral or Proceeds or any other security
now or hereafter held by Bank.

  14.   NOTICES. All notices, requests and demands required under this Agreement
must be in writing, addressed to Bank at the address specified in any other loan
documents entered into between Debtor and Bank and to Debtor at the address of
its chief executive office (or personal residence, if applicable) specified
below or to such other address as any party may designate by written notice to
each other party, and shall be deemed to have been given or made as follows: (a)
if personally delivered, upon delivery; (b) if sent by mail, upon the earlier of
the date of receipt or 3 days after deposit in the U. S. mail, first class and
postage prepaid; and (c) if sent by telecopy, upon receipt.

  15.   COSTS, EXPENSES AND ATTORNEYS' FEES. Debtor shall pay to Bank
immediately upon demand the full amount of all payments, advances, charges,
costs and expenses, including reasonable attorneys' fees (to include outside
counsel fees and all allocated costs of Bank's in-house counsel), expended or
incurred by Bank in exercising any right, power, privilege or remedy conferred
by this Agreement or in the enforcement thereof, whether incurred at the
trial or appellate level, in an arbitration proceeding or otherwise, and
including any of the foregoing incurred in connection with any bankruptcy
proceeding (including without limitation, any adversary proceeding, contested
matter or motion brought by Bank or any other person) relating to Debtor or
in any way affecting any of the Collateral or Bank's ability to exercise any
of its rights or remedies with respect thereto. All of the foregoing shall be
paid by Debtor with interest from the date of demand until paid in full at a
rate per annum equal to the greater of ten percent (10%) or the Prime Rate in
effect from time to time. The "Prime Rate" is a base rate that Bank from time
to time establishes and which serves as the basis upon which effective rates
of interest are calculated for those loans making reference thereto.

  16.   SUCCESSORS; ASSIGNS; AMENDMENT. This Agreement shall be binding upon
and inure to the benefit of the heirs, executors, administrators, legal
representatives, successors and assigns of the parties, and may be amended or
modified only in writing signed by Bank and Debtor.

  17.   OBLIGATIONS OF MARRIED PERSONS. Any married person who signs this
Agreement as Debtor hereby expressly agrees that recourse may be had against
his or her separate property for all his or her Indebtedness to Bank secured
by the Collateral and Proceeds under this Agreement.

  18.   SEVERABILITY OF PROVISIONS. If any provision of this Agreement shall be
held to be prohibited by or invalid under applicable law, such provision shall
be ineffective only to the extent of such prohibition or invalidity, without
invalidating the remainder of such provision or any remaining provisions of this
Agreement.

  19.   GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the


SECURITY AGREEMENT (06/97)                                                PAGE 3
02698, #3817125373

<PAGE>

laws of the state of California.

     Debtor warrants that its chief executive office (or personal residence, if
applicable) is located at the following address: 10549 W. JEFFERSON BLVD.,
CULVER CITY, CA 90232

     Debtor warrants that the Collateral (except goods in transit) is located or
domiciled at the following additional addresses: 10837 COMMERCE WAY, FONTANA, CA
92337

     IN WITNESS WHEREOF, this Agreement has been duly executed as of FEBRUARY 1,
1999.

IRWIN NATURALS/4HEALTH, INC.

By:  [ILLEGIBLE]
   -------------------------------------

Title: CEO
      ----------------------------------

SECURITY AGREEMENT (06/97)                                  PAGE 4
02698, #3817125373

<PAGE>

WELLS FARGO BANK                                   REVOLVING LINE OF CREDIT NOTE
--------------------------------------------------------------------------------


$5,000,000.00                                                    LOS ANGELES, CA
                                                                FEBRUARY 1, 1999

     FOR VALUE RECEIVED, the undersigned IRWIN NATURALS/4HEALTH, INC.
("Borrower") promises to pay to the order of WELLS FARGO BANK, NATIONAL
ASSOCIATION ("Bank") at its office at LOS ANGELES RCBO, 333 SOUTH GRAND AVENUE
3RD FLR, LOS ANGELES, CA 90071, or at such other place as the holder hereof may
designate, in lawful money of the United States of America and in immediately
available funds, the principal sum of $5,000,000.00, or so much thereof as may
be advanced and be outstanding, with interest thereon, to be computed on each
advance from the date of its disbursement as set forth herein.

DEFINITIONS:

     As used herein, the following terms shall have the meanings set forth after
each, and any other term defined in this Note shall have the meaning set forth
at the place defined:

     (a)  "Business Day" means any day except a Saturday, Sunday or any other
day on which commercial banks in California are authorized or required by law to
close.

     (b) "Fixed Rate Term" means a period commencing on a Business Day and
continuing for 1, 2 OR 3 MONTHS, as designated by Borrower, during which all or
a portion of the outstanding principal balance of this Note bears interest
determined in relation to LIBOR; provided however, that no Fixed Rate Term may
be selected for a principal amount less than $100,000.00; and provided further,
that no Fixed Rate Term shall extend beyond the scheduled maturity date hereof.
If any Fixed Rate Term would end on a day which is not a Business Day, then
such Fixed Rate Term shall be extended to the next succeeding Business Day.

     (c)  "LIBOR" means the rate per annum (rounded upward, if necessary, to the
nearest whole 1/8 of 1%) determined by dividing Base LIBOR by a percentage
equal to 100% less any LIBOR Reserve Percentage.

        (i) "Base LIBOR" means the rate per annum for United States dollar
deposits quoted by Bank as the Inter-Bank Market Offered Rate, with the
understanding that such rate is quoted by Bank for the purpose of calculating
effective rates of interest for loans making reference thereto, on the first day
of a Fixed Rate Term for delivery of funds on said date for a period of time
approximately equal to the number of days in such Fixed Rate Term and in an
amount approximately equal to the principal amount to which such Fixed Rate Term
applies. Borrower understands and agrees that Bank may base its quotation of the
Inter-Bank Market Offered Rate upon such offers or other market indicators of
the Inter-Bank Market as Bank in its discretion deems appropriate including, but
not limited to, the rate offered for U.S. dollar deposits on the London Inter-
Bank Market.

        (ii) "LIBOR Reserve Percentage" means the reserve percentage prescribed
by the Board of Governors of the Federal Reserve System (or any successor) for
"Eurocurrency Liabilities" (as defined in Regulation D of the Federal Reserve
Board, as amended), adjusted by Bank for expected changes in such reserve
percentage during the applicable Fixed Rate Term.

     (d) "Prime Rate" means at any time the rate of interest most recently
announced within Bank at its principal office as its Prime Rate, with the
understanding that the Prime Rate is one of Bank's base rates and serves as the
basis upon which effective rates of interest are calculated for those loans
making reference thereto, and is evidenced by the recording thereof after its
announcement in such internal publication or publications as Bank may designate.

INTEREST:

     (a) INTEREST. The outstanding principal balance of this Note shall bear
interest (computed on the basis of a 360-day year, actual days elapsed) either
(i) at a fluctuating rate per annum .25000% above the Prime Rate in effect from
time to time, or (ii) at a fixed rate per annum determined by Bank to be
2.00000% above LIBOR in effect on the first day of the applicable Fixed Rate
Term. When interest is determined in relation to the Prime Rate, each change in
the rate of interest hereunder shall become effective on the date each Prime
Rate change is announced within Bank. With respect to each LIBOR selection
option selected hereunder, Bank is hereby authorized to note the date, principal
amount, interest rate and Fixed Rate Term applicable thereto and any payments
made thereon on Bank's books and records (either manually or by electronic
entry) and/or on any schedule attached to this Note, which notations shall be
prima facie evidence of the accuracy of the information noted.

     (b) SELECTION OF INTEREST RATE OPTIONS. At any time any portion of this
Note bears interest determined in relation to LIBOR, it may be continued by
Borrower at the end of the Fixed Rate Term applicable thereto so that all or a
portion thereof bears interest determined in relation to the Prime Rate or to
LIBOR for a new Fixed Rate Term designated by Borrower. At any time any portion
of this Note bears interest determined in relation to the Prime Rate, Borrower
may convert all or a portion thereof so that it bears interest determined in
relation to LIBOR for a Fixed Rate Term designated by Borrower. At such time as
Borrower requests an advance hereunder or wishes to select a LIBOR option for
all or a portion of the outstanding principal balance hereof,

REVOLVING LINE OF CREDIT NOTE (08/96)                                     PAGE 1
02698, #3817125373

<PAGE>

and at the end of each Fixed Rate Term, Borrower shall give Bank notice
specifying: (i) the interest rate option selected by Borrower; (ii) the
principal amount subject thereto; and (iii) for each LIBOR selection, the length
of the applicable Fixed Rate Term. Any such notice may be given by telephone so
long as, with respect to each LIBOR selection, (A) Bank receives written
confirmation from Borrower not later than 3 Business Days after such telephone
notice is given, and (B) such notice is given to Bank prior to 10:00 a.m.,
California time, on the first day of the Fixed Rate Term. For each LIBOR option
requested hereunder, Bank will quote the applicable fixed rate to Borrower at
approximately 10:00 a.m., California time, on the first day of the Fixed Rate
Term. If Borrower does not immediately accept the rate quoted by Bank, any
subsequent acceptance by Borrower shall be subject to a redetermination by Bank
of the applicable fixed rate; provided however, that if Borrower fails to accept
any such rate by 11:00 a.m., California time, on the Business Day such quotation
is given, then the quoted rate shall expire and Bank shall have no obligation to
permit a LIBOR option to be selected on such day. If no specific designation of
interest is made at the time any advance is requested hereunder or at the end of
any Fixed Rate Term, Borrower shall be deemed to have made a Prime Rate interest
selection for such advance or the principal amount to which such Fixed Rate Term
applied.

     (c)  ADDITIONAL LIBOR PROVISIONS.

        (i)   If Bank at any time shall determine that for any reason
adequate and reasonable means do not exist for ascertaining LIBOR, then Bank
shall promptly give notice thereof to Borrower. If such notice is given and
until such notice has been withdrawn by Bank, then (A) no new LIBOR option
may be selected by Borrower, and (B) any portion of the outstanding principal
balance hereof which bears interest determined in relation to LIBOR,
subsequent to the end of the Fixed Rate Term applicable thereto, shall bear
interest determined in relation to the Prime Rate.

        (ii)  If any law, treaty, rule, regulation or determination of a
court or governmental authority or any change therein or in the
interpretation or application thereof (each, a "Change in Law") shall make it
unlawful for Bank (A) to make LIBOR options available hereunder, or (B) to
maintain interest rates based on LIBOR, then in the former event, any
obligation of Bank to make available such unlawful LIBOR options shall
immediately be cancelled, and in the latter event, any such unlawful
LIBOR-based interest rates then outstanding shall be converted, at Bank's
option, so that interest on the portion of the outstanding principal balance
subject thereto is determined in relation to the Prime Rate; provided
however, that if any such Change in Law shall permit any LIBOR-based interest
rates to remain in effect until the expiration of the Fixed Rate Term
applicable thereto, then such permitted LIBOR-based interest rates shall
continue in effect until the expiration of such Fixed Rate Term. Upon the
occurrence of any of the foregoing events, Borrower shall pay to Bank
immediately upon demand such amounts as may be necessary to compensate Bank
for any fines, fees, charges, penalties or other costs incurred or payable by
Bank as a result thereof and which are attributable to any LIBOR options made
available to Borrower hereunder, and any reasonable allocation made by Bank
among its operations shall be conclusive and binding upon Borrower.

        (iii) If any Change in Law or compliance by Bank with any request or
directive (whether or not having the force of law) from any central bank or
other governmental authority shall:

     (A)    subject Bank to any tax, duty or other charge with respect to any
          LIBOR options, or change the basis of taxation of payments to Bank of
          principal, interest, fees or any other amount payable hereunder
          (except for changes in the rate of tax on the overall net income of
          Bank); or

     (B)    impose, modify or hold applicable any reserve, special deposit,
          compulsory loan or similar requirement against assets held by,
          deposits or other liabilities in or for the account of, advances or
          loans by, or any other acquisition of funds by any office of Bank; or

     (C)    impose on Bank any other condition;

and the result of any of the foregoing is to increase the cost to Bank of
making, renewing or maintaining any LIBOR options hereunder and/or to reduce
any amount receivable by Bank in connection therewith, then in any such case,
Borrower shall pay to Bank immediately upon demand such amounts as may be
necessary to compensate Bank for any additional costs incurred by Bank and/or
reductions in amounts received by Bank which are attributable to such LIBOR
options. In determining which costs incurred by Bank and/or reductions in
amounts received by Bank are attributable to any LIBOR options made available
to Borrower hereunder, any reasonable allocation made by Bank among its
operations shall be conclusive and binding upon Borrower.

   (d)    PAYMENT OF INTEREST. Interest accrued on this Note shall be payable on
the LAST day of each MONTH, commencing FEBRUARY 28, 1999.

   (e)    DEFAULT INTEREST. From and after the maturity date of this Note, or
such earlier date as all principal owing hereunder becomes due and payable by
acceleration or otherwise, the outstanding principal balance of this Note
shall bear interest until paid in full at an increased rate per annum
(computed on the basis of a 360-day year, actual days elapsed) equal to 4%
above the rate of interest from time to time applicable to this Note.

BORROWING AND REPAYMENT:

   (a)    BORROWING AND REPAYMENT. Borrower may from time to time during the
term of this Note borrow, partially or wholly repay its outstanding borrowings,
and reborrow, subject to all of the limitations, terms and

REVOLVING LINE OF CREDIT NOTE (08/96)                                    PAGE 2
02698, #3817125373

<PAGE>

conditions of this Note and of the Credit Agreement between Borrower and Bank
defined below; provided however, that the total outstanding borrowings under
this Note shall not at any time exceed the principal amount stated above. The
unpaid principal balance of this obligation at any time shall be the total
amounts advanced hereunder by the holder hereof less the amount of principal
payments made hereon by or for any Borrower, which balance may be endorsed
hereon from time to time by the holder. The outstanding principal balance of
this Note shall be due and payable in full on JANUARY 31, 2000.

     (b)  ADVANCES. Advances hereunder, to the total amount of the principal sum
available hereunder, may be made by the holder at the oral or written request of
(i) KLEE IRWIN OR DAN MARTIN OR SHEENA WARNER, any one acting alone, who are
authorized to request advances and direct the disposition of any advances until
written notice of the revocation of such authority is received by the holder at
the office designated above, or (ii) any person, with respect to advances
deposited to the credit of any account of any Borrower with the holder, which
advances, when so deposited, shall be conclusively presumed to have been made to
or for the benefit of each Borrower regardless of the fact that persons other
than those authorized to request advances may have authority to draw against
such account. The holder shall have no obligation to determine whether any
person requesting an advance is or has been authorized by any Borrower.

     (c)  APPLICATION OF PAYMENTS. Each payment made on this Note shall be
credited first, to any interest then due and second, to the outstanding
principal balance hereof. All payments credited to principal shall be applied
first, to the outstanding principal balance of this Note which bears interest
determined in relation to the Prime Rate, if any, and second, to the outstanding
principal balance of this Note which bears interest determined in relation to
LIBOR, with such payments applied to the oldest Fixed Rate Term first.

PREPAYMENT:

     (a)  PRIME RATE. Borrower may prepay principal on any portion of this Note
which bears interest determined in relation to the Prime Rate at any time, in
any amount and without penalty.

     (b)  LIBOR. Borrower may prepay principal on any portion of this Note which
bears interest determined in relation to LIBOR at any time and in the minimum
amount of $100,000.00; provided however, that if the outstanding principal
balance of such portion of this Note is less than said amount, the minimum
prepayment amount shall be the entire outstanding principal balance thereof. In
consideration of Bank providing this prepayment option to Borrower, or if any
such portion of this Note shall become due and payable at any time prior to the
last day of the Fixed Rate Term applicable thereto by acceleration or otherwise,
Borrower shall pay to Bank immediately upon demand a fee which is the sum of the
discounted monthly differences for each month from the month of prepayment
through the month in which such Fixed Rate Term matures, calculated as follows
for each such month:

     (i)    DETERMINE the amount of interest which would have accrued each month
on the amount prepaid at the interest rate applicable to such amount had it
remained outstanding until the last day of the Fixed Rate Term applicable
thereto.

     (ii)   SUBTRACT from the amount determined in (i) above the amount of
interest which would have accrued for the same month on the amount prepaid for
the remaining term of such Fixed Rate Term at LIBOR in effect on the date of
prepayment for new loans made for such term and in a principal amount equal to
the amount prepaid.

     (iii)  If the result obtained in (ii) for any month is greater than
zero, discount that difference by LIBOR used in (ii) above.

Each Borrower acknowledges that prepayment of such amount may result in Bank
incurring additional costs, expenses and/or liabilities, and that it is
difficult to ascertain the full extent of such costs, expenses and/or
liabilities. Each Borrower, therefore, agrees to pay the above-described
prepayment fee and agrees that said amount represents a reasonable estimate
of the prepayment costs, expenses and/or liabilities of Bank. If Borrower
fails to pay any prepayment fee when due, the amount of such prepayment fee
shall thereafter bear interest until paid at a rate per annum 2.000% above
the Prime Rate in effect from time to time (computed on the basis of a
360-day year, actual days elapsed). Each change in the rate of interest on
any such past due prepayment fee shall become effective on the date each
Prime Rate change is announced within Bank.

EVENTS OF DEFAULT:

     This Note is made pursuant to and is subject to the terms and conditions of
that certain Credit Agreement between Borrower and Bank dated as of FEBRUARY 1,
1999, as amended from time to time (the "Credit Agreement"). Any default in the
payment or performance of any obligation under this Note, or any defined event
of default under the Credit Agreement, shall constitute an "Event of Default"
under this Note.

MISCELLANEOUS:

     (a)  REMEDIES. Upon the occurrence of any Event of Default as defined in
the Credit Agreement, the holder of this Note, at the holder's option, may
declare all sums of principal and interest outstanding hereunder to be
immediately due and payable without presentment, demand, notice of
nonperformance, notice of protest, protest or notice of dishonor, all of
which are expressly waived by each Borrower, and the obligation, if any, of
the holder to extend any further credit hereunder shall immediately cease and
terminate. Each Borrower shall pay to the holder immediately upon demand the
full amount of all payments, advances,

REVOLVING LINE OF CREDIT NOTE (08/96)                                     PAGE 3
02698, #3817125373

<PAGE>

charges, costs and expenses, including reasonable attorneys' fees (to include
outside counsel fees and all allocated costs of the holder's in-house counsel),
expended or incurred by the holder in connection with the enforcement of the
holder's rights and/or the collection of any amounts which become due to the
holder under this Note, and the prosecution or defense of any action in any way
related to this Note, including without limitation, any action for declaratory
relief, whether incurred at the trial or appellate level, in an arbitration
proceeding or otherwise, and including any of the foregoing incurred in
connection with any bankruptcy proceeding (including without limitation, any
adversary proceeding, contested matter or motion brought by Bank or any other
person) relating to any Borrower or any other person or entity.

     (b)  OBLIGATIONS JOINT AND SEVERAL. Should more than one person or entity
sign this Note as a Borrower, the obligations of each such Borrower shall be
joint and several.

     (c)  GOVERNING LAW. This Note shall be governed by and construed in
accordance with the laws of the state of California.

     IN WITNESS WHEREOF, the undersigned has executed this Note as of the date
first written above.

IRWIN NATURALS/4HEALTH INC.

By: [ILLEGIBLE]
   ------------------------------------

Title: CEO
      ---------------------------------




REVOLVING LINE OF CREDIT NOTE (08/96)                                     PAGE 4
02698, #3817125373

<PAGE>

                                COMPLIANCE CERTIFICATE

TO: Wells Fargo Bank, National Association

Reference is made to the Revolving Loan Agreement dated as of February _, 1999,
among Irwin Naturals/4 Health, and Wells Fargo Bank, National Association. Terms
defined in the Loan Agreement and not other wise defined in this Compliance
Certificate shall have the meanings defined for them in the Loan Agreement.
Section references herein relate to the Loan Agreement unless stated otherwise.

                         COMPLIANCE WITH FINANCIAL COVENANTS

This Certificate is delivered in accordance with the Loan Agreement by the
President, Chief Financial Officer or Controller of Irwin Naturals/4 Health on
behalf of Irwin Naturals/4 Health. This Certificate relates to the financial
statements of Irwin Naturals/4 Health delivered concurrently herewith for the
fiscal period ended ____,__. Computations indicating compliance with respect
to the covenants specified in Sections __,__, etc. of the Loan Agreement are
as follows. All calculations are as determined in accordance with GAAP,
consistently applied, except to the extent modified by the terms of the Loan
Agreement.

                              PERFORMANCE OF OBLIGATIONS

A review of the activities of Irwin Naturals/4 Health during the fiscal period
covered by the attached financial statements has been made under the supervision
of the undersigned with a view to determining whether during such fiscal period
Irwin Naturals/4 Health performed and observed all of their Obligations under
the Loan Documents. To the best knowledge of the undersigned, as of the date of
this Certificate no Default or Event of Default has occurred and is continuing.

The undersigned certifies, on behalf of Irwin Naturals/4 Health, that the
calculations made and the information contained herein are derived from the
books and records of Irwin Naturals/4 Health, as applicable, and that each and
every matter contained herein correctly reflects those books and records.


Date: 2/5/99
     -----------------------
                                             [ILLEGIBLE]
                                             ----------------------------------
                                             XXXXX
                                             Printed Name and Title of

<PAGE>

                                       THIS SPACE FOR USE OF FILING OFFICER

FINANCING STATEMENT - FOLLOW INSTRUCTIONS CAREFULLY
This Financing Statement is presented for filing
pursuant to the Uniform Commercial Code and will remain
effective, with certain exceptions, for 5 years from
date of filing.

<TABLE>
<S>                                                             <C>
A. NAME & TEL. # OF CONTACT AT FILER (optional)                 B. FILING OFFICE ACCT. # (optional)

C. RETURN COPY TO: (Name and Mailing Address)

          Customer Number #3817125373

          Data File Services, Inc.
          P.O. Box 275
          Van Nuys, CA 91408-0275

D. OPTIONAL DESIGNATION (if applicable): / / Lessor/Lessee  / / Consignor/Consignee / / Non-UCC Filing
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<S>  <C>                                                      <C>                                <C>      <C>        <C>
1. DEBTOR'S EXACT FULL LEGAL NAME - insert only one debtor name (1a or 1b)

     1a. ENTITY'S NAME
           IRWIN NATURALS/4HEALTH, INC.
 OR
     1b. INDIVIDUAL'S LAST NAME                               FIRST NAME                         MIDDLE NAME               SUFFIX


1c. MAILING ADDRESS                                           CITY                               STATE    COUNTRY    POSTAL CODE
     10549 W. Jefferson Blvd.                                   Culver City                        CA       USA         90232

1d. S.S. OR TAX I.D.#     OPTIONAL     1e. TYPE OF ENTITY     1f. ENTITY'S STATE                 1g. ENTITY'S ORGANIZATIONAL I.D.#,
     870468225         ADD'L INFO RE                          OR COUNTRY OF                          if any
                       ENTITY DEBTOR                          ORGANIZATION

-----------------------------------------------------------------------------------------------------------------------------------

2. ADDITIONAL DEBTOR'S EXACT FULL LEGAL NAME - insert only one debtor name (2a or 2b)

     2a. ENTITY'S NAME

 OR
     2b. INDIVIDUAL'S LAST NAME                               FIRST NAME                         MIDDLE NAME               SUFFIX


2c. MAILING ADDRESS                                           CITY                               STATE    COUNTRY    POSTAL CODE


2d. S.S. OR TAX I.D.#     OPTIONAL     2e. TYPE OF ENTITY     2f. ENTITY'S STATE                 2g. ENTITY'S ORGANIZATIONAL I.D.#,
                       ADD'L INFO RE                          OR COUNTRY OF                          if any
                       ENTITY DEBTOR                          ORGANIZATION

-----------------------------------------------------------------------------------------------------------------------------------

3. SECURED PARTY'S (ORIGINAL S/P or ITS TOTAL ASSIGNEE) EXACT FULL LEGAL NAME - insert only one secured party name (3a or 3b)

     3a. ENTITY'S NAME
          WELLS FARGO BANK, NATIONAL ASSOCIATION
 OR
     3b. INDIVIDUAL'S LAST NAME                               FIRST NAME                         MIDDLE NAME               SUFFIX


3c. MAILING ADDRESS                                           CITY                               STATE    COUNTRY    POSTAL CODE
     333 South Grand Avenue 3rd Flr                             Los Angeles                        CA       USA         90071
-----------------------------------------------------------------------------------------------------------------------------------

4. This FINANCING STATEMENT covers the following types or items of property:

     All accounts, chattel paper, general intangibles, other rights to payment, inventory and equipment of Debtor, and all
     proceeds thereof, as more particularly described on Schedule 1 attached hereto and incorporated herein by this reference.

-----------------------------------------------------------------------------------------------------------------------------------

5. CHECK   / /  This FINANCING STATEMENT is signed by the Secured Party instead of the Debtor to     7. If filed in Florida (check
   BOX          perfect a security interest (a) in collateral already subject to a security             one)
   (if          interest in another jurisdiction when it was brought into this state, or when the   / / Documentary / / Documentary
   applicable)  debtor's location was changed to this state, or (b) in accordance with other            stamp tax       stamp tax
                statuary provisions (additional data may be required).                                  paid            not
                                                                                                                        applicable
-----------------------------------------------------------------------------------------------------------------------------------
6. REQUIRED SIGNATURE(S)                                                    8. / / This FINANCING STATEMENT is to be filed (for
                                                                                   record) (or recorded) in the REAL ESTATE
                 [ILLEGIBLE]                                                       RECORDS
                                                                                   Attach Addendum                  (if applicable)
-----------------------------------------------------------------------------------------------------------------------------------
                                                                            9.  Check to REQUEST SEARCH CERTIFICATE(S) on Debtor(s)
                                                                            (ADDITIONAL FEE)
                                                                            (optional)  / / All Debtors  / / Debtor 1  / / Debtor 2
-----------------------------------------------------------------------------------------------------------------------------------
ACKNOWLEDGEMENT COPY (FORM UCC1) (TRANS) (REV. 12/18/95)                                               NATIONAL FINANCING STATEMENT

</TABLE>

<PAGE>

                                       THIS SPACE FOR USE OF FILING OFFICER

FINANCING STATEMENT - FOLLOW INSTRUCTIONS CAREFULLY
This Financing Statement is presented for filing
pursuant to the Uniform Commercial Code and will remain
effective, with certain exceptions, for 5 years from
date of filing.

<TABLE>
<S>                                                             <C>
A. NAME & TEL. # OF CONTACT AT FILER (optional)                 B. FILING OFFICE ACCT. # (optional)

C. RETURN COPY TO: (Name and Mailing Address)

          Customer Number #3817125373

          Data File Services, Inc.
          P.O. Box 275
          Van Nuys, CA 91408-0275

D. OPTIONAL DESIGNATION (if applicable): / / Lessor/Lessee  / / Consignor/Consignee / / Non-UCC Filing
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<S>  <C>                                                      <C>                                <C>      <C>        <C>
1. DEBTOR'S EXACT FULL LEGAL NAME - insert only one debtor name (1a or 1b)

     1a. ENTITY'S NAME
           IRWIN NATURALS/4HEALTH, INC.
 OR
     1b. INDIVIDUAL'S LAST NAME                               FIRST NAME                         MIDDLE NAME               SUFFIX


1c. MAILING ADDRESS                                           CITY                               STATE    COUNTRY    POSTAL CODE
     10549 W. Jefferson Blvd.                                   Culver City                        CA       USA         90232

1d. S.S. OR TAX I.D.#     OPTIONAL     1e. TYPE OF ENTITY     1f. ENTITY'S STATE                 1g. ENTITY'S ORGANIZATIONAL I.D.#,
     870468225         ADD'L INFO RE                          OR COUNTRY OF                          if any
                       ENTITY DEBTOR                          ORGANIZATION

-----------------------------------------------------------------------------------------------------------------------------------

2. ADDITIONAL DEBTOR'S EXACT FULL LEGAL NAME - insert only one debtor name (2a or 2b)

     2a. ENTITY'S NAME

 OR
     2b. INDIVIDUAL'S LAST NAME                               FIRST NAME                         MIDDLE NAME               SUFFIX


2c. MAILING ADDRESS                                           CITY                               STATE    COUNTRY    POSTAL CODE


2d. S.S. OR TAX I.D.#     OPTIONAL     2e. TYPE OF ENTITY     2f. ENTITY'S STATE                 2g. ENTITY'S ORGANIZATIONAL I.D.#,
                       ADD'L INFO RE                          OR COUNTRY OF                          if any
                       ENTITY DEBTOR                          ORGANIZATION

-----------------------------------------------------------------------------------------------------------------------------------

3. SECURED PARTY'S (ORIGINAL S/P or ITS TOTAL ASSIGNEE) EXACT FULL LEGAL NAME - insert only one secured party name (3a or 3b)

     3a. ENTITY'S NAME
          WELLS FARGO BANK, NATIONAL ASSOCIATION
 OR
     3b. INDIVIDUAL'S LAST NAME                               FIRST NAME                         MIDDLE NAME               SUFFIX


3c. MAILING ADDRESS                                           CITY                               STATE    COUNTRY    POSTAL CODE
     333 South Grand Avenue 3rd Flr                             Los Angeles                        CA       USA         90071
-----------------------------------------------------------------------------------------------------------------------------------

4. This FINANCING STATEMENT covers the following types or items of property:

     All accounts, chattel paper, general intangibles, other rights to payment, inventory and equipment of Debtor, and all
     proceeds thereof, as more particularly described on Schedule 1 attached hereto and incorporated herein by this reference.

-----------------------------------------------------------------------------------------------------------------------------------

5. CHECK   / /  This FINANCING STATEMENT is signed by the Secured Party instead of the Debtor to     7. If filed in Florida (check
   BOX          perfect a security interest (a) in collateral already subject to a security             one)
   (if          interest in another jurisdiction when it was brought into this state, or when the   / / Documentary / / Documentary
   applicable)  debtor's location was changed to this state, or (b) in accordance with other            stamp tax       stamp tax
                statuary provisions (additional data may be required).                                  paid            not
                                                                                                                        applicable
-----------------------------------------------------------------------------------------------------------------------------------
6. REQUIRED SIGNATURE(S)                                                    8. / / This FINANCING STATEMENT is to be filed (for
                                                                                   record) (or recorded) in the REAL ESTATE
                 [ILLEGIBLE]                                                       RECORDS
                                                                                   Attach Addendum                  (if applicable)
-----------------------------------------------------------------------------------------------------------------------------------
                                                                            9.  Check to REQUEST SEARCH CERTIFICATE(S) on Debtor(s)
                                                                            (ADDITIONAL FEE)
                                                                            (optional)  / / All Debtors  / / Debtor 1  / / Debtor 2
-----------------------------------------------------------------------------------------------------------------------------------
FILING OFFICER COPY (FORM UCC1) (TRANS) (REV. 12/18/95)                                                NATIONAL FINANCING STATEMENT

</TABLE>

<PAGE>

                                                                --------------
                                                                Please Initial


                                  SCHEDULE 1
                                      TO
                           UCC FINANCING STATEMENT


     This Schedule 1 is attached to and made a part of that certain UCC
Financing Statement as of FEBRUARY 1, 1999, executed by IRWIN
NATURALS/4HEALTH, INC., as Debtor, for the benefit of WELLS FARGO BANK,
NATIONAL ASSOCIATION, as Secured Party.

     The Following is hereby incorporated into said UCC Financing Statement
as the description of the collateral subject thereto:

     All accounts, chattel paper, instruments, documents, general intangibles
and other rights to payment of every kind now or at any time hereafter
arising out of the business of Debtor, and all goods returned by or
repossessed from Debtor's customers;

     all inventory, raw materials, component parts, work in process and/or
materials now or at any time hereafter used or consumed in Debtor's business,
and all warehouse receipts, bills of lading and other documents evidencing
goods now owned or hereafter acquired by Debtor, and all goods covered
thereby, including all accessions, additions and improvements thereto and
products thereof, wherever located, whether in the possession of Debtor or
any warehouseman, bailee or any other person, or in the process of delivery;

     all goods, tools, machinery, furnishings, furniture and other equipment
of Debtor now owned or hereafter acquired, wherever located; and

     all proceeds of any of the foregoing, whether arising from the sale,
lease or other use or disposition thereof, including without limitation, all
rights to payment with respect to any insurance, including returned premiums,
or any cause of action relating to any of the foregoing.