EXHIBIT 10.14

LOAN AGREEMENT

AGREEMENT, dated March 20, 1996 by and between RELIV' INTERNATIONAL, INC. (the COMPANY ) and SOUTHWEST BANK OF ST. LOUIS, a banking institution organized under the laws of the State of Missouri, (the "BANK").

WHEREAS the COMPANY desires to borrow from the BANK sums not to exceed Two Million Four Hundred And Fifty Thousand And No/1OO DOLLARS ($2,450,000.00) and the BANK is willing, subject to and upon the terms and conditions herein set forth, to lend such sums to the COMPANY.

NOW, THEREFORE, IT IS AGREED:

ARTICLE I - AMOUNT AND TERMS OF LOANS

Section 1.1 - TERM LOAN

Subject to and upon the terms and conditions herein set forth, the BANK shall lend to the COMPANY and the COMPANY shall borrow from the BANK an aggregate principal sum of Nine Hundred And Fifty Thousand And No/100 DOLLARS ($950,000.00). Such borrowing by the COMPANY hereunder shall be made at the offices of the BANK, St. Louis, Missouri.

Section 1.2 - TERM LOAN NOTE

The borrowing under Section 1.1 shall be evidenced by a promissory note, Term Note, payable to the order of the BANK in the amount of Nine Hundred And Fifty Thousand And No/100 DOLLARS ($950,000.00). Term Note will be contained in the form of Exhibit A attached hereto, which shall be dated January 2, 1996 (the "Closing Date") and shall be duly executed by the COMPANY with blanks appropriately completed in conformity herewith.

Term Note shall be payable in four (4) consecutive monthly interest only payments, then shall be payable in sixty (60) consecutive monthly interest and principal payments commencing June 2, 1996, in the amount of Nineteen Thousand Five Hundred Forty Seven and 18/100 DOLLARS ($19,547.18), each which shall first be applied to interest, computed as set forth in Section 1.3 below, and then to principal. Term Note shall mature on June 2, 2001, at which time all unpaid principal, together with all accrued and unpaid interest, shall be due and payable.

Section 1.1(a) LINE OF CREDIT A and LINE OF CREDIT B

The BANK shall lend to the COMPANY, subject to and upon the terms and conditions herein set forth, at any time or from time to time on or before January 15, 1997, sums not to exceed One Million Dollars (1,000,000.00) for Line of Credit A and Five Hundred Thousand DOLLARS ($500,000.00) for Line of Credit B in the aggregate outstanding at any one time; provided, however,

that BANK may extend such termination date for successive one year periods at its sole option by notice to such effect at least twenty-four hours prior to January 15, 1997, and provided, further, however, that all such borrowings from time to time shall be payable on demand and that should demand be made at any time prior to January 15, 1997, then COMPANY shall have no further rights to borrow, nor shall BANK have any obligations to lend further sums under this
Section 1.1(a).

Section 1.2(a) LINE OF CREDIT NOTE A and LINE OF CREDIT NOTE B

The obligation of the COMPANY to repay the aggregate unpaid principal amount of all line of credit loans by the BANK from time to time shall be evidenced by Line of Credit A and Line of Credit B promissory notes to the order of the BANK substantially in the form of Exhibit BI and 52, respectively, attached hereto which shall be dated as of February 1, 1996 for Line of Credit A and January 2, 1996 for Line of Credit B, and duly executed by the COMPANY with blanks appropriately filled in conformity herewith.

Line of Credit A shall be revolving and be payable on demand or if demand be not made then in sixty (60) consecutive monthly interest only payments commencing March 1, 1996. The maximum available borrowings under Line of Credit A shall be reduced by Two Hundred Thousand Dollars (200,000.00) each year beginning February 1, 1997. The Line of Credit A shall mature on February 1, 2001 at which time all unpaid principal, together with all accrued and unpaid interest, shall be due and payable.

Anything herein and in the Line of Credit Notes to the contrary notwithstanding, the line of credit loans shall terminate and the balance due on the Line of Credit Notes shall become due and payable on demand or if demand be not made, then on February 1, 2001 for Line of Credit A and January 15, 1997 for Line of Credit B, as same may be extended at the option of the BANK pursuant to
Section 1.1(a) above. In the event of such extension the COMPANY shall execute a renewal line of credit note and such other documents and instruments as the BANK shall request.

The Term Notes and Line of Credit and as any of same may be from time to time amended, modified or renewed are referred to herein collectively as the "Notes."

Section 1.3 - INTEREST

(a) Term Note shall bear interest from date thereof to maturity on the unpaid principal balance thereof at the rate per annum equal to Eight and one half percent (8.50%), fixed. Line of Credit A and B shall bear interest from date thereof to maturity on the unpaid principal balance thereof at the rate per annum equal to the prime rate of the BANK, said interest rate to change simultaneously with each change in the prime rate of the BANK and after maturity by acceleration or otherwise at a rate equal to five percent (5%) in excess of the prime rate of the BANK in effect when such balance is due and payable.

(b) For purposes of this Agreement, the "prime rate" of the Bank shall mean the rate of interest announced from time to time by the BANK as its "prime rate," such term being used only as a reference rate and not necessarily representing the lowest or other rate charged to any particular customer of the BANK. In the event the BANK ceases to use the term "prime rate" in setting a base rate of interest for commercial loans, the term "prime rate" as used herein shall be determined by reference to the rate used by the BANK as its base rate of interest for commercial loans.

ARTICLE II - PRE PAYMENTS

Section 2.1 - OPTIONAL PREPAYMENTS

The COMPANY shall have the right from time to time to prepay the Notes at any time in whole or in part in accordance with the terms of the Notes. Any such prepayment may be made without premium. Any partial prepayment shall first be applied to interest with the balance, if any, to be applied to payment of principal in the inverse order of maturity.

ARTICLE III - CONDITIONS PRECEDENT TO BORROWING

The obligation of the BANK to lend the amount of Two Million Four Hundred And Fifty Thousand And No/100 DOLLARS ($2,450,000.00) to the COMPANY hereunder shall be subject to the following conditions precedent in each instance:

Section 3.1 - BORROWING AUTHORIZATIONS

At or prior to the date of the first borrowing hereunder the COMPANY shall provide to the BANK evidence of corporate borrowing authority acceptable to BANK.

Section 3.2 - PROCEEDINGS; RECEIPT OF DOCUMENTS

All corporate and legal proceedings and all documents and instruments in connection with the borrowings herein referenced shall be satisfactory in form and substance to the BANK.

ARTICLE IV - GOOD TITLE TO PROPERTIES

The COMPANY has good and marketable title to all its properties and assets subject to no liens, mortgages, pledges, security interest, encumbrances or charges of any kind, except such as provided under the provisions of this Agreements in favor of the BANK and as set forth in Schedule 4 attached hereto.

ARTICLE V - AFFIRMATIVE COVENANTS

The COMPANY covenants and agrees that, until the Notes, together with interest and all its other indebtedness and obligation to the BANK under this Agreement, are paid in full, and the BANK'S commitment hereunder is terminated, unless specifically waived in writing by the BANK:

Section 5.1 - FINANCIAL STATEMENTS AND OTHER INFORMATION

The COMPANY shall furnish to the BANK:

(a) As soon as practicable and in any event within thirty (30) days after the close of each month, an unaudited (i) balance sheet of the COMPANY, and (ii) profit and loss statement of the COMPANY.

(b) As soon as practicable and in any event within ninety (90) days after the close of each fiscal year of the COMPANY, a certified audited balance sheet and a profit and loss statement of the COMPANY whose fiscal year shall have then ended as at the end of and for the fiscal year just closed, setting forth corresponding figures of the previous fiscal year in comparative form and on a consistent basis (except for changes made in accordance with generally accepted accounting principles which are shown by appropriate notes and/or schedules) all in reasonable detail.

(c) Promptly upon the commencement thereof, written notice of any litigation, including arbitrations, and of any proceedings before any governmental agency which would, if successful, materially adversely affect the COMPANY or where the amount involved exceeds $100,000; and

(d) With reasonable promptness, such other information respecting the business, operations and financial condition of the COMPANY as the BANK may from time to time reasonably request.

The BANK, upon prior notice to the COMPANY, is hereby authorized to deliver a copy of any financial statement or any other information relating to the business, operations or financial condition of the COMPANY which may be furnished to it or come to its attention pursuant to this Agreement or otherwise, to any regulatory body or agency having jurisdiction over the BANK or, to any person which shall, or shall have any right or obligation to, succeed to all or any part of the BANK'S interest in the Notes, this Agreement and any security herein provided for or otherwise securing the Notes

Section 5.2 INSPECTION BY BANK

The COMPANY shall allow any representative of the BANK to visit and inspect any of the properties of the COMPANY to examine the books of account and other records and files of the COMPANY to make copies thereof and to discuss the affairs, business, finances and accounts of the COMPANY with its respective directors, officers and employees.

Section 5.3 DEMAND DEPOSIT ACCOUNTS

The COMPANY shall maintain all its demand deposit accounts with the
BANK.

Section 5.4 - CURRENT RATIO AND NET WORTH

The COMPANY shall at all times maintain a ratio of current assets to current liabilities of not less than 1.5 to 1.0. The COMPANY will maintain at all times a tangible net worth not less than Five Million Five Hundred Thousand Dollars ($5,500,000.00) All of the above accounting and financial terms shall be determined in accordance with generally accepted accounting principles.

Section 5.5 - INSURANCE

(a) COMPANY shall (i) keep all of its properties fully insured at all times with responsible insurance carriers satisfactory to the BANK against loss or damage by fire and other hazards, (ii) maintain adequate insurance at all times with responsible insurance carriers satisfactory to the BANK against liability on account of damage to persons and property and under all applicable workmen's compensation laws, and (iii) maintain adequate insurance covering other risks as the BANK may reasonably request with responsible insurance carriers satisfactory to the BANK. The BANK shall be named as loss payee on all such hazard insurance policies and an additional named insured on such liability policies and such policies shall be payable to the BANK and the COMPANY as their interest appear. Such policies shall not be cancelable without the giving of ten
(10) days prior written notice to the BANK nor shall any act or omission by the COMPANY invalidate the obligation of the insurer to the BANK. A duplicate original or certificate of each such policy of insurance shall be, delivered by the COMPANY to the BANK upon the request of the BANK. All recoveries under any such policy of insurance shall be applied first to the payment of interest due on unpaid principal and the remainder shall be applied to the prepayment of installments of principal in the inverse order of their maturities pursuant to the Notes. For the purpose of this Section 5.5 (a), insurance shall be deemed adequate if the same is not less extensive in coverage and amount than is customarily maintained by other persons engaged in the same or similar business similarly situated.

(b) The COMPANY shall, from time to time upon request of the BANK, promptly furnish or cause to be furnished to the BANK evidence, in form and substance satisfactory to the BANK, of the maintenance of all insurance required by this Section 5.5(b) to be maintained, including, but not limited to such originals or codes as the BANK may request of policies, certificates of insurance, riders, and endorsements relating to such insurance and proof of premium payments

Section 5.6 - PROPERTIES IN GOOD CONDITION

The COMPANY shall keep its properties in good repair, working order and condition and, from time to time, make all needful and proper repairs, renewals, replacements, additions and improvements thereto, so that the business carried on may be properly and advantageously conducted at all times in accordance with prudent business management.

Section 5.7 MAINTENANCE OF BUSINESS

The COMPANY will continue its business and maintain its corporate existence and its right to transact the business in which it is engaged in good standing

Section 5.8 TAXES AND CLAIMS

The COMPANY shall duly pay and discharge (a) all taxes, assessments and governmental levies and charges upon or against the COMPANY or its properties or assets prior to the date on which penalties attach thereto, unless and to the extent that such taxes are being diligently contested in good faith and by appropriate proceedings and appropriate reserves therefor have been established, and, if requested by the BANK, indemnity satisfactory to the BANK has been furnished by the COMPANY to the BANK; and, upon request of the BANK, the COMPANY shall furnish or cause to be furnished to the BANK copies of all tax bills or assessments evidencing payment of the amounts due thereunder; and (b) all lawful claims, whether for labor, materials, supplies, services or anything else which might or could, if unpaid, become a lien or charge upon the properties or assets of the COMPANY, unless and to the extent only that the same are being diligently contested in good faith and by appropriate proceedings and appropriate reserves there for have been established, and, if requested by the BANK, indemnity satisfactory to the BANK has been furnished by the COMPANY to the BANK.

Section 5.9 - BOOKS AND RESERVES

The COMPANY shall:

(a) maintain, at all times, true and complete books, records and accounts in which true and correct entries shall be made of its transactions in accordance with generally accepted accounting principles consistently applied, and

(b) by means of appropriate entries, not less often than at the end of each month, reflect in its accounts and in all financial statements furnished pursuant to Section 5.1 proper liabilities and reserves for all taxes and proper reserves for depreciation, renewals and replacements, obsolescence and amortization of its properties and bad debts, all in accordance with generally accepted accounting principles consistently applied, as above described.

Section 5.10 - SECURITY

All obligations of Company provided for by this agreement and the Note shall be secured by the existing liens and security interest given by COMPANY to BANK

Section 5.11 - ACCOUNTANTS

The COMPANY shall give the BANK prompt notice of any change of the COMPANY'S independent certified public accountant and a statement of the reasons for such change. The COMPANY must at all time utilize an independent certified public accountant acceptable to the BANK.

ARTICLE VI - NEGATIVE COVENANTS

The COMPANY covenants and agrees that, until the Notes together with interest and all its other indebtedness to the BANK under this Agreement are paid in full, and the BANK'S commitment hereunder is terminated, the COMPANY shall not, without the prior written consent of the BANK:

Section 6.1 - CAPITAL EXPENDITURES

Make or be committed to make, directly or indirectly, expenditures for fixed or capital assets (including but not limited to the total of cash expended and indebtedness incurred pursuant to Section 6.2(b) herein) amounting, in the aggregate for the COMPANY, in any fiscal year of the COMPANY (on a non-cumulative basis, to the effect that any amounts not expended in any one period may not be expended in any subsequent one) to more than the sum of $1,000,000.00, excluding those capital expenditures made with the proceeds of any borrowing hereunder and all expenditures for inventory purchased for resale.

Section 6.2 - MORTGAGES, LIENS, ETC.

Create, incur, assume or suffer to exist any mortgage, pledge, security interest, encumbrance, lien or charge of any kind upon or defect in title to or restriction upon the use of any of the COMPANY'S property or assets of any character under conditional sales, finance lease of other title retention agreements, except:

(a) Mortgages, liens, pledges and security interest in favor the BANK;

(b) Mortgages, pledges, liens and security interest existing on the date hereof which are described in Schedule 6.2 hereto, but not the extension of coverage to other property, extension of maturity, refunding or modification thereof in whole or in part except as indicated on Schedule 6.2.

Section 6.3 - INDEBTEDNESS

Create, incur, assume or suffer to exist, contingently or otherwise, any indebtedness, except

(a) Indebtedness of the COMPANY under this Agreement;

(b) Unsecured current liabilities incurred in the ordinary course of business other than those which are for money borrowed or are evidenced by bonds, debentures, notes or other similar instrument;

(c) Indebtedness (not overdue) secured by mortgages, liens or security interest permitted by Section 6.2;

(d) Indebtedness under guaranties or for other contingent liabilities, to the extent permitted by section 6.4;

(e) Unsecured Subordinated Debt, meaning any unsecured obligation which is expressly subordinated to the obligations of COMPANY to BANK in a form satisfactory to the BANK and described in Schedule 6.3 attached hereto;

(f) Indebtedness existing on the date hereof described in Schedule 6.3 attached hereto, but not the extension of maturity, increase, refunding or modification thereof in whole or in part.

Section 6.4 LOANS, INVESTMENTS AND GUARANTIES

Lend or advance money, credit or property to any person, or invest in (by capital contribution or otherwise) , or acquire any interest whatsoever in, or purchase or repurchase the stock or indebtedness, or all or a substantial part of the assets or properties, of any person, or guarantee, assume, endorse or otherwise become responsible for (directly or indirectly or by an instrument having the effect of assuring any person's payment or performance or capability) the indebtedness, performance, obligations, stock or dividends of any person, or agree to do any of the foregoing, except:

(a) Endorsement of negotiable instruments for deposit or collection in the ordinary course of business;

(b) Investments in readily marketable, direct obligations of the Government of the United States of America maturing not more than one year after the date of purchase thereof, commercial paper rated double "A" or better and/or in Certificates of Deposit issued by the BANK;

(c) Investments representing the indebtedness of any person owing as a result of the sale by the COMPANY in the ordinary course of business of products or services or tangible personal property no longer required in its business;

Section 6.5 - COMPANY

Amend the Articles of Incorporation by By-Laws or other organization or similar agreements of the COMPANY or liquidate, dissolve or otherwise alter the form of the COMPANY. The

COMPANY further agrees that it shall not: (a) sell, lease, transfer or otherwise dispose of (whether in one transaction or a series of related transactions) any of its assets if the aggregate value thereof represents a material part of the aggregate value of all its assets; (b) consolidate with or merge into any other corporations, or permit another corporation to merge into it, or acquire, in a transaction analogous in purpose or effect to a merger or consolidation, all or substantially all of the properties or assets of any other person; or, (c) enter into any arrangement, directly or indirectly, with any person whereby the COMPANY shall sell or transfer any property, real or personal, and used and useful in its business, whether now owned or hereafter acquired, and thereafter rent or lease such property or other property which the COMPANY intends to use for substantially the same purpose or purposes as the property being sold or transferred.

Section 6.6 - MANAGEMENT

Make any material change in the management of the COMPANY.

Section 6.7 - MERGER, DISSOLUTION, SALE OF ASSETS

Enter into any transactions of merger or consolidation, or transfer, sell, assign, lease, or otherwise dispose of all or a substantial part of its properties or assets, or any of its notes or accounts receivable, or any assets or properties necessary or desirable for the proper conduct of its business, or change the nature of its business, or wind up, liquidate or dissolve, or agree to do any of the foregoing.

ARTICLE VII - DEFAULTS AND REMEDIES

Section 7.1 EVENTS OF DEFAULT

If any one or more of the following events (herein called "Events of Default") shall occur for any reason whatsoever (and whether such occurrence shall be voluntary or involuntary or come about or be effected by operation of law or pursuant to or in compliance with any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body) , that is to say:

(a) If default shall be made in the due and punctual payment of the installments of principal and interest or, any premium on, any one or more of the Notes, or any other obligation or liabilities of the COMPANY to the BANK whether direct, indirect, contingent, liquidated or unliquidated when and as the same shall become due and payable, whether at maturity or by acceleration or otherwise, such default continuing for a period of ten days after notice thereof to the COMPANY from the BANK;

(b) If default shall be made in the performance or observance of, or shall occur under, any covenant, agreement, or provisions contained in this Agreement or in any instrument or

document delivered to the BANK in connection with or pursuant to this Agreement or if any such instrument or document shall terminate or become void or unenforceable without the written consent of the BANK and such, action shall not be cured within ten business days after notice thereof to the COMPANY from the BANK;

(c) If any representation or warranty or any other statement of fact herein or in any writing, certificate, report or statement at any time furnished to the BANK pursuant to or in connection with, this Agreement, or otherwise, shall be false in any material respect or misleading in any material respect;

(d) If the COMPANY shall admit in writing its inability to pay its debts generally as they become due; file a petition in bankruptcy or petition to take advantage of any insolvency act; make an assignment for the benefit of its creditors; commence a proceeding for the appointment of a receiver, trustee, liquidator or conservator of itself or of the whole or any substantial part of its property; file a petition or answer seeking reorganization or arrangement or similar relief under the Federal bankruptcy laws or any other applicable law or statute of the United States or any State;

(e) If the COMPANY shall be adjudged a bankrupt; or a court of competent jurisdiction shall enter an order, judgment or decree appointing a receiver, trustee, liquidator or conservator of the COMPANY or of the whole or any substantial part of its properties, or approve a petition filed against the COMPANY seeking reorganization or similar relief under the Federal bankruptcy laws or any other applicable law or statute of the United States or any State; or if, under the provisions of any other law for the relief or aid of debtors, a court of competent jurisdiction shall assume custody or control of the COMPANY or of the whole or any substantial part of its properties; or if there is commenced against the COMPANY and such proceeding or petition remains undismissed for a period of 30 days; or if the COMPANY by any act indicated its consent to, approval of or acquiescence in any such proceeding or petition; or

(f) Any default by the COMPANY under any indenture, mortgage, loan agreement, note, deed of trust, agreement or other instrument to which it or any of its properties is a party or by which it is bound or failure by COMPANY in the due performance of any covenant contained in any such document; or

(g) If this Agreement or any security or any other document delivered in connection with a purchase to this Agreement shall at any time for any reason cease to be in full force and effect or shall be declared to be null and void, or the validity or enforceability of any thereof shall be contested by the COMPANY or any other obligor thereunder, or the transactions completed or contemplated hereunder shall be contested by the COMPANY, or if the COMPANY shall deny that it has any or further liability or obligation hereunder;

Then, and in any such event, and at any time thereafter, if such or any other Event of Default shall then be continuing, the BANK may, at its option, declare the Notes to be due and payable and terminate its commitment to lend any further funds pursuant hereto, whereupon the maturity of the

then unpaid balance of the Notes shall be accelerated and the same, and all interest accrued thereon, as well as all other liabilities and indebtedness of the COMPANY to the BANK whether now existing or hereafter arising and whether direct, indirect, contingent, liquidated or unliquidated, shall forthwith become due and payable without presentment, demand, protest or notice of any kind, all of which is hereby expressly waived, anything contained herein or in the Notes to the contrary notwithstanding.

Section 7.2 - SUITS FOR ENFORCEMENT

In case any one or more Events of Default shall occur and be continuing, the BANK may proceed to protect and enforce its rights or remedies either by suit in equity or by action at law, or both, whether for the specific performance of any covenant, agreement or other provision contained herein, in the Notes or in any document or instrument delivered in connection with or pursuant to this Agreement, or to enforce the payment of the Notes or any other legal or equitable right or remedy.

Section 7.3 - RIGHTS AND REMEDIES CUMULATIVE

No right or remedy herein conferred upon the BANK is intended to be exclusive of any other right or remedy contained herein, in the Notes or in any instrument or document delivered in connection with or pursuant to this Agreement, and every such right or remedy shall be cumulative and shall be in addition to every other such right or remedy contained herein and therein or now or hereafter existing at law or in equity or by statute, or otherwise.

Section 7.4 - RIGHT AND REMEDIES NOT WAIVED

No course of dealing between the COMPANY and the BANK or any failure or delay on the part of the BANK in exercising any rights or remedies hereunder shall operate as a waiver of any rights or remedies of the BANK and no single or partial exercise of any rights or remedies hereunder shall operate as a waiver or preclude the exercise of any other rights or remedies hereunder.

ARTICLE VIII - MISCELLANEOUS

Section 8.1- COLLECTION COSTS

In the event that the BANK shall retain or engage an attorney or attorneys to collect or enforce or protect their interests with respect to this Agreement, or the Notes, or any instrument or document delivered pursuant to this Agreement, or to protect the rights of any holder or holders with respect thereto, including the representation of BANK or any holder or holders of any of the Notes in connection with any bankruptcy, reorganization, receivership or any other action affecting creditor's rights, and regardless of whether a suit or action is commenced, the COMPANY shall pay all of the costs and expenses of such collection, enforcement or protection, including reasonable

attorneys' fees, and the BANK or the holder of any of the Notes, as the case may be, may take judgment for all such amounts, in addition to the unpaid principal balance of the Notes and accrued interest thereon.

Section 8.2 - SETOFF

In addition to any rights now or hereafter granted under the provisions of the any applicable law, rule or regulation and, not by way of limitation of any such rights, upon the occurrence of (a) any Event of Default or (b) any event which with the lapsed of time or the giving of notice, or both, would constitute an Event of Default, the BANK is hereby authorized by the COMPANY, at any time or from time to time, without notice to the COMPANY or to any other person, any such notice being hereby expressly waived,

(a) to setoff and to appropriate and to apply any and all deposits (general or special, time or demand, including, but not limited to, indebtedness evidenced by certificates of deposit, in each case whether matured or unmatured) and any other indebtedness at any time held or owing by the BANK or such holder to or for the credit or account of the COMPANY against and on account of the obligations and liabilities of the COMPANY to such BANK or any holder of any of the Notes, including, but not limited to, all claims of any nature or description arising out of or connected with this Agreement, the Notes or any instrument or document delivered in connection with or pursuant to this Agreement, irrespective of whether or not (i) the BANK shall have made any demand under this Agreement, the Notes or any instrument or document delivered in connection with or pursuant to this Agreement, or (ii) the BANK shall have declared the principal of and interest on any of the Notes or any other amounts under this Agreement, any of the Notes or any instrument or document delivered in connection with or pursuant to this Agreement to be due and payable as permitted by Section 8.1 and by the terms of any of the Notes or any instrument or document delivered in connection with or pursuant to this Agreement, and although said obligations and liabilities, or any of them, shall be contingent or unmatured, and

(b) pending any such setoff or appropriation or application, to hold the amounts of all deposits as collateral and to return as unpaid any or all checks drawn against such deposits that are presented for payment as the BANK in its sole discretion shall decide.

Section 8.3 - MODIFICATION, WAIVERS AND APPROVALS

No modification or waiver of any provision of the Notes or of this Agreement, no approvals required from the BANK and no consent by the BANK to any departure therefrom by the COMPANY shall be effective unless such modification, waiver, approval or consent shall be in writing and signed by duly authorized officers of the BANK, and the same shall then be effective only for the period and on the conditions and for the specific instances and purposes specified in such writing. No notice to or demand on the COMPANY in any case shall entitle the COMPANY to any other or further notice or demand in similar or other circumstances

ORAL AGREEMENTS OR COMMITMENTS TO LEND MONEY, EXTEND CREDIT OR TO FOREBEAR FROM ENFORCING REPAYMENT OF A DEBT INCLUDING PROMISES TO EXTEND OR RENEW SUCH DEBT ARE NOT ENFORCEABLE. TO PROTECT YOU (BORROWER(S)) AND US (CREDITOR) FROM MISUNDERSTANDING OR DISAPPOINTMENT, ANY AGREEMENTS WE REACH COVERING SUCH MATTERS ARE CONTAINED IN THIS WRITING, WHICH IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN US, EXCEPT AS WE MAY LATER AGREE IN WRITING TO MODIFY IT.

Section 8.4 - LAW

This Agreement shall be construed in accordance with and governed by the laws of the State of Missouri.

Section 8.5 - NOTICES

All notice, requests, demands or other communications provided for herein shall be in writing and shall be deemed to have been given when sent by prepaid telegram or registered or certified mail, return receipt requested, addressed, as the case may be, to the BANK, 700 Corporate Park Drive, St. Louis, Missouri, 63105 attention Hord Hardin II, Senior Vice President, or to the COMPANY, P.O. Box 405, Chesterfield, MO, 63006 attention David Kreher, Executive Vice President to such other person or address as any party shall designate to the others from time to time in writing forwarded in like manner.

Section 8.6 - BENEFIT OF AGREEMENT

This Agreement shall be binding upon and inure to the benefit of the COMPANY and the BANK and their respective successors and assigns, and all subsequent holders of the Notes, except that the obligation of the BANK to make loans hereunder shall not inure to the benefit of any successors and assigns of the COMPANY.

Section 8.7 CAPTIONS

The captions of the various sections and paragraphs of this Agreement have been inserted only for the purposes of convenience; such captions are not a part of this Agreement and shall not be deemed in any manner to modify, explain, enlarge or restrict any of the provisions of this Agreement.

Section 8.8 - PAYMENT DUE ON HOLIDAY

Whenever any payment to be made hereunder or on the Notes shall become due and payable on a Saturday, Sunday or a legal holiday under the laws of the State of Missouri, such payment may

be made on the next succeeding business day and such extension of time shall in such case be included in computing interest on such payment.

Section 8.9 - REINSTATEMENT OF OBLIGATIONS

If at any time any payments on the Notes or any other indebtedness or liabilities owed to the BANK theretofore made by the COMPANY or any other person must be disgorged by the BANK for any reason whatsoever (including, without limitation, the insolvency, bankruptcy or reorganization of the COMPANY or other person), this Agreement and the BANK'S mortgages, liens, pledges and security interests granted hereunder shall be reinstated as to all disgorged payments as though such payment had not been made, and the COMPANY shall sign and deliver to the BANK all documents and things necessary to reperfect all terminated mortgages, liens, pledges and security interests.

Section 8.10 - SEVERABILITY

If any provision of this Agreement shall be held invalid by any court of competent jurisdiction, such holding shall not invalidate any other provision hereof.

IN WITNESS WHEREOF, the COMPANY and the BANK have caused this Agreement to be duly executed by their officers thereunto duly authorized as of the day and year first above written.

RELIV' INTERNATIONAL, INC.

By:    /s/ David Kreher
   -----------------------------
         David Kreher
         Executive Vice President

SOUTHWEST BANK OF ST. LOUIS

By:/s/ Hord Hardin II
   -----------------------------
         Hord  Hardin  II
         Senior Vice President

SCHEDULE 4

LOAN AGREEMENT

Dated February 1, 1996

Between Reliv' International, Inc. and SOUTHWEST BANK OF ST LOUIS.

Property Owned by Reliv' International, Inc.

Subject to Lien, Mortgage, Pledge, Security Interest or Charge

SCHEDULE 6.3

Unsecured Subordinated Debt and other Indebtedness:

NONE

SCHEDULE 6.2

Mortgages, pledges, liens and security interests between RELIV' INTERNATIONAL,
INC. and SOUTHWEST BANK OF ST. LOUIS:

Security Agreement dated January 2, 1996 covering Accounts Receivable, Inventory and Equipment.

Deed of Trust dated January 2, 1996 on "Adjusted Lot 2-A of Boundary Adjustment Plat of Lot 2, Lot 3 and Lot 4 of the Resubdivision of Lot 1 of CHESTERFIELD INDUSTRTAL PARK, according to the plat thereof recorded in Plat Book 230, Page(s) 99 of the St. Louis County Records. Commonly known as 112 Chesterfield Industrial Blvd." Locator # 17U130088

EXHIBIT 10.15

RELIV' INTERNATIONAL, INC.

DEED OF TRUST NOTE

US $950,000.00 St. Louis, Missouri January 2, 1996

1. FOR VALUE RECEIVED, the undersigned, Reliv' International, Inc., (hereinafter "Maker"), promises to pay to the order of SOUTHWEST BANK OF ST. LOUIS (hereinafter "Holder") at 700 Corporate Park Drive, Clayton, Missouri 63105, the principal sum of Nine Hundred Fifty Thousand and 00/100 DOLLARS ($950,000.00), with interest thereon from the date hereof at the rate of 8.50% per annum (and shall be calculated on the actual number of days on the basis of a year of 360 days), with payments to be made as follows:

Interest only on the from time to time principal amount of indebtedness evidenced hereby at a rate of 8.50% per annum shall be payable monthly commencing February 2, 1996 through and including April 2, l996; and commencing May 2, 1996, Sixty (60) payments of principal and interest in the amount of Nineteen Thousand Five Hundred Forty-Nine and 78/100 DOLLARS ($19,549.78) shall be payable monthly, with the balance of principal and interest due and payable April 2, 200l, each of such payments to be applied first in payment of interest due on the entire unpaid principal, and the remainder in reduction of the principal, with interest after maturity, by acceleration or otherwise, at the rate of 20% per annum.

2. Maker reserves the right to prepay any or all of the principal amount evidenced by this Note without penalty at any time.

3. If any payment under this Note is not paid within ten (10) days after the payment is due, then Maker shall pay to Holder a late charge of ten percent (10%) of such payment, but in any event not less than Ten Dollars ($10.00).

4. This Note is secured by a Deed of Trust and encumbering certain real and personal property located in the County of St. Louis, State of Missouri (the terms and provisions of which are incorporated herein by this reference), and by any other instruments or security, now or hereafter executed by Maker or any other party in favor of Holder, which shall constitute additional security for this Note and Maker has also given to Holder in connection herewith an Security Agreement (all of which are herein collectively called the "Loan Documents").

5. It is agreed that time is of the essence in the performance of all obligations hereunder and under the Loan Documents. If Maker shall fail to make any payment hereunder when due, or upon the occurrence of an event of default in the performance or observance of any of the terms, agreements, covenants or conditions contained in the Loan Documents, then, or at any time thereafter, the entire principal balance of this Note, irrespective of the maturity date specified herein, together with the then accrued interest thereon, shall, at the election of the Holder hereof, and without notice of such election, become immediately due and payable.

6. All makers, endorsers, guarantors and sureties hereof jointly and severally waive presentment, protest, notice of dishonor, and notice of intent to accelerate; and they also jointly and severally hereby consent to any and all renewals, extensions or modifications of the terms hereof, including the terms or time for payment; and further agree that any such renewal, extension or modification of the terms hereof or time for payment or of the terms of any of the Loan Documents or the release or substitution of any security for the indebtedness evidenced hereby or any other indulgences shall not otherwise affect the liability of any of said parties for the indebtedness evidenced by this Note. Any such renewals, extensions or modifications may be made without notice to any of said parties.

7. This Note shall be the joint and several obligation of all makers, endorsers, guarantors, and sureties, and shall be binding upon them and their successors and assigns and shall inure to the benefit of the successors and assigns of Holder. All makers, endorsers, guarantors, and sureties hereof agree jointly and severally to pay all costs of collection (including those incurred in any bankruptcy proceedings and regardless of whether suit is filed) and foreclosure, including reasonable attorneys' fees and costs.

8. Any forbearance of Holder in exercising any right or remedy hereunder or under the Loan Documents, or otherwise afforded by applicable law, shall not be a waiver of or preclude the exercise of any right or remedy. The acceptance by Holder of payment of any sum payable hereunder after the due date of such payment shall not be a waiver of Holder's right to either require prompt payment when due of all other sums payable hereunder or to declare a default for failure to make prompt payment.

9. This Note shall be governed by the laws of the State of Missouri.

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

Reliv' International, Inc.                   Property Address:
                                             112 Chesterfield Indust
                                             St. Louis, MO

By:/s/ Robert L. Montgomery                  Maturity Date:
   -------------------------------           April 2, 2001
     Robert L. Montgomery,



By: /s/ David G. Kreher                      Mailing Address:
   -------------------------------           P. 0. Box  405
     David G. Kreher                         Chesterfield, MO  63006

STATEMENT SHEET

January 2, 1996

$950,000.00 Loan

NOTE: Disclosures in this statement are not relevant to and may be inconsistent with disclosures required by the Federal Truth in Lending Act. Please refer to the separate "Disclosure Statement" delivered in connection with this transaction for such information.

AMOUNT OF LOAN $950,000.00
TITLE
SURVEY
RECORDING &
RELEASING FEES
ORIGINATION FEE
INTEREST
PAID TO Borrower $
PAID TO
PAID TO
PAID TO
PAID TO
DISBURSED
TOTAL $950,000.00 $950,000.00

SOUTHWEST BANK OF ST. LOUIS

We hereby authorize you to distribute proceeds of our Note for $950,000.00 dated January 2, 1996, as indicated above.

Reliv' International, Inc.

By:_________________________________
Robert L. Montgomery,

By:_________________________________
David G. Kreher

EXHIBIT 10.16

RELIV' INTERNATIONAL, INC.

LINE OF CREDIT NOTE

$1,000,000.00 and interest St. Louis, Missouri March 20, 1996

On Demand, and if no demand be made, then on the 1st day of February, 2001, the undersigned promise(s) to pay to the order of SOUTHWEST BANK OF ST. LOUIS, St. Louis, Missouri, 63105 (herein called "Bank") at its office in said City or to such other place as the holder hereof shall from time to time designate, the principal sum of ONE MILLION AND 00/100 Dollars, or the then outstanding and unpaid principal balance of the sums advanced hereunder together with accrued interest. Each borrowing hereunder shall bear interest from the date advanced by Bank at the rate of 0.00% in excess of Southwest Bank of St. Louis' Prime Rate, to be adjusted with each change thereto, payable monthly, and shall be calculated on the actual number of days on the basis of a year of 360 days. This note shall bear interest after maturity at the rate of three percent (3%) over the stated rate. As used herein, the term "Prime Rate" shall mean the rate of interest announced from time to time by the Bank as its "Prime Rate", such term being used only as a reference rate and not necessarily representing the lowest rate charged to any customer of the Bank. In the event the Bank ceases to use the term "Prime Rate" in setting a base rate for commercial loans, the term "Prime Rate" as used herein shall be determined by reference to the rate used by the Bank as its base rate of interest for commercial loans. THE LOAN AMOUNT REDUCES BY $200,000.00 EVERY FEBRUARY 1 BEGINNING FEBRUARY 1, 1997.

Until the occurrence of any event of default herein described or any default or any event which with the passage of time or giving of notice, or both, would constitute a default under any agreements listed below, or the maturity of this note, whether by acceleration or otherwise, the undersigned may borrow and repay and re-borrow such amounts, hereunder, except that each advance or repayment will be in a minimum amount of ONE THOUSAND AND 00/100 Dollars or any multiples thereof, but not exceeding the maximum amount set forth above. Unless otherwise instructed by the undersigned, all advances under this note will be credited to checking account No. 58726 carried on the books of Bank in the name of RELIV' INTERNATIONAL and the undersigned agrees that Bank may make advances at its discretion, upon oral instructions of any of the undersigned or upon occurrence of an overdraft in said checking account.

Upon the occurrence of any of the following events of default:
failure of the undersigned to make any payments required hereunder or comply with any of the provisions contained in this note or any other obligations of the undersigned to Bank or to any other party, and the continuation of such default following applicable notice and cure rights, if any, or death, dissolution, termination of existence, insolvency, failure to pay debts as they mature, appointment of a receiver of any part of the property of, an assignment for the benefit of

creditors, or the commencement of any proceedings under bankruptcy or insolvency laws, by or against any of the undersigned, then or at any time thereafter, this note and all other obligations of each of the undersigned to the Bank shall, at the option of Bank, become due and payable without notice or demand and no further advances will thereafter be made by Bank under the terms of this note. Furthermore, Bank reserves the right to offset without notice all funds or other property held by Bank against matured debts owing to Bank by undersigned. The undersigned will pay on demand all costs of collection, legal expenses and attorney's fees incurred or paid in collecting or enforcing this note including representation in any bankruptcy or insolvency proceedings and whether or not any lawsuit is ever filed with respect thereto. Each of the undersigned hereby waives presentment, protest, demand, notice of dishonor or default and consents to any and all renewals, extensions, and/or the release of any collateral or party directly or indirectly liable for the payment hereof, all without notice to and without affecting the liability of any of the undersigned. As used herein "undersigned" shall mean each maker and each endorser, and each jointly and severally, agrees to all the provisions hereof. This note shall be governed by the laws of the State of Missouri and shall bind the undersigned and shall inure to the benefit of the Bank and any holder hereof.

In addition to all other rights and security of Bank, security for this note and all other indebtedness owing to Bank:

Security Agreements dated January 2, 1996 covering Accounts Receivable. Inventory and Equipment.

1st Deed of Trust dated January 2, 1996 on 112 Chesterfield Ind. Blvd.

ORAL AGREEMENTS OR COMMITMENTS TO LEND MONEY, EXTEND CREDIT OR TO FOREBEAR PROM ENPORCING REPAYMENT OF A DEBT INCLUDING PROMISES TO EXTEND OR RENEW BUCK DEBT ARE NOT ENFORCEABLE. TO PROTECT YOU (BORROWER(S)) AND US (CREDITOR) FROM MISUNDERSTANDING OR DISAPPOINTMENT, ANY AGREEMENTS WE REACH COVERING SUCH MATTERS ARE CONTAINED IN THIS WRITING, WHICH IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN Us, EXCEPT AS WE MAY LATER AGREE IN WRITING TO MODIFY IT.

Signature(s) below constitutes execution of note acknowledgement of copy of note.

Reliv' International, Inc.

By: /s/ Robert L. Montgomery
    -----------------------------------
     Robert L. Montgomery,


By: /s/ David G. Kreher
    -----------------------------------
     David G. Kreher

Address: P.O. Box 405 Chesterfield. MO 63006

EXHIBIT 10.17

RELIV' INTERNATIONAL, INC.

$500,000.00 and interest St. Louis, Missouri January 2, 1996

On Demand, and if no demand be made, then on the 15th day of January, 1997, the undersigned promise(s) to pay to the order of SOUTHWEST BANK OF ST. LOUIS, St. Louis, Missouri, 63105 (herein called "Bank") at its office in said City or to such other place as the holder hereof shall from time to time designate, the principal sum of Five Hundred Thousand and 00/100 Dollars, or the then outstanding and unpaid principal balance of the sums advanced hereunder together with accrued interest. Each borrowing hereunder shall bear interest from the date advanced by Bank at the rate of 0.00% in excess of Southwest Bank of St. Louis' Prime Rate, to be adjusted with each change thereto, payable monthly, and shall be calculated on the actual number of days on the basis of a year of 360 days. This note shall bear interest after maturity at the rate of three percent (3%) over the stated rate. As used herein, the term "Prime Rate" shall mean the rate of interest announced from time to time by the Bank as its "Prime Rate", such term being used only as a reference rate and not necessarily representing the lowest rate charged to any customer of the Bank. In the event the Bank ceases to use the term "Prime Rate" in setting a base rate for commercial loans, the term "Prime Rate" as used herein shall be determined by reference to the rate used by the Bank as its base rate of interest for commercial loans.

Until the occurrence of any event of default herein described or any default or any event which with the passage of time or giving of notice, or both, would constitute a default under any agreements listed below, or the maturity of this note, whether by acceleration or otherwise, the undersigned may borrow and repay and re-borrow such amounts, hereunder, except that each advance or repayment will be in a minimum amount of ONE THOUSAND AND 00/100 Dollars or any multiples thereof, but not exceeding the maximum amount set forth above. Unless otherwise instructed by the undersigned, all advances under this note will be credited to checking account No. 058726 carried on the books of Bank in the name of Reliv International, Inc. and the undersigned agrees that Bank may make advances at its discretion, upon oral instructions of any of the undersigned or upon occurrence of an overdraft in said checking account.

Upon the occurrence of any of the following events of default: failure of the undersigned to make any payments required hereunder or comply with any of the provisions contained in this note or any other obligations of the undersigned to Bank or to any other party, and the continuation of such default following applicable notice and cure rights, if any, or death, dissolution, termination of existence, insolvency, failure to pay debts as they mature, appointment of a receiver of any part of the property of, an assignment for the benefit of

creditors, or the commencement of any proceedings under bankruptcy or insolvency laws by or against any of the undersigned, then or at any time thereafter, this note and all other obligations of each of the undersigned to the Bank shall, at the option of Bank, become due and payable without notice or demand and no further advances will thereafter be made by Bank under the terms of this note. Furthermore, Bank reserves the right to offset without notice all funds or other property held by Bank against matured debts owing to Bank by undersigned. The undersigned will pay on demand all costs of collection, legal expenses and attorney's fees incurred or paid in collecting or enforcing this note including representation in any bankruptcy or insolvency proceedings and whether or not any lawsuit is ever filed with respect thereto. Each of the undersigned hereby waives presentment, protest, demand, notice of dishonor or default and consents to any and all renewals, extensions, and/or the release of any collateral or party directly or indirectly liable for the payment hereof, all without notice to and without affecting the liability of any of the undersigned. As used herein "undersigned" shall mean each maker and each endorser, and each jointly and severally, agrees to all the provisions hereof. This note shall be governed by the laws of the State of Missouri and shall bind the undersigned and shall inure to the benefit of the Bank and any holder hereof.

In addition to all other rights and security of Bank, security for this note and all other indebtedness owing to Bank:

Security Agreement dated January 2, 1996 covering Accounts Receivable and Inventory.

ORAL AGREEMENTS OR COMMITMENTS TO LEND MONEY, EXTEND CREDIT OR TO FOREBEAR FROM ENFORCING REPAYMENT OF A DEBT INCLUDING PROMISES TO EXTEND OR RENEW SUCH DEBT ARE NOT ENFORCEABLE. TO PROTECT YOU (BORROWER(S)) AND US (CREDITOR) FROM MISUNDERSTANDING OR DISAPPOINTMENT, ANY AGREEMENTS WE REACH COVERING SUCH MATTERS ARE CONTAINED IN THIS WRITING, WHICH IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN US, EXCEPT AS WE MAY LATER AGREE IN WRITING TO MODIFY IT.

Signature(s) below constitutes execution of note and acknowledgement of copy of note.

Reliv' International, Inc.

By: /s/ Robert L. Montgomery
    ----------------------------
     Robert L. Montgomery


By: /s/ David G. Kreher
    ----------------------------
     David G. Kreher

Address: P.O. Box 405 Chesterfield. MO 63006

EXHIBIT 10.18

RELIV' INTERNATIONAL, INC. 148671-

DEED OF TRUST NOTE

US $4,430,000.00 St. Louis, Missouri September 2, 1997

1. FOR VALUE RECEIVED, the undersigned, Reliv' International. Inc., (hereinafter "Maker", promises to pay to the older of SOUTHWEST BANK OF ST LOUIS (hereinafter "Holder") at 2301 South Kingshighway, St. Louis, Missouri 63110-3498, the principal sum of FOUR MILLION FOUR HUNDRED THIRTY THOUSAND AND NO/100 DOLLARS ($4,430,000), with interest thereon from the date hereof at the rate of 8.50% per annum (and shall be calculated on the actual number of days on the basis of a year of 360 days), with payments to be made as follows: Interest only on the from time to time principal amount of indebtedness evidenced hereby at a rate of 8.50% per annum shall be payable monthly commencing October 1, 1997 through and including March 1, 1998, and commencing April 1, 1998, Thirty-five
(35) payments of principal and interest in the amount of THIRTY-EIGHT THOUSAND EIGHT HUNDRED TWO AND 13/100 DOLLARS ($38,802.13) shall be payable monthly, with the balance of principal and interest due and payable March 1, 2001 each of such payments to be applied first in payment of interest due on the entire unpaid principal, and the remainder in reduction of the principal, with interest after maturity, by acceleration or otherwise, at the rate of 20.00% per annum.

2. Maker reserves the right to prepay any or all of the principal amount evidenced by this Note without penalty at any time.

3. If any payment under this Note is not paid within ten days after the payment is due, then Maker shall pay to Holder a late charge of ten percent (10%) of such payment, but in any event not less than Ten Dollars ($10.00).

4. This Note is secured by a Deed of Trust and encumbering certain real and personal property located in the County of St. Louis, State of Missouri (the terms and provisions of which are incorporated herein by this reference), and by any other instruments or security, now or hereafter executed by Maker or any other party in favor of Holder, which shall constitute additional security for this Note and Maker has also given to Holder in connection herewith an N/A (all of which are herein collectively called the "Loan Documents").

5. It is agreed that time is of the essence in the performance of all obligations hereunder and under the Loan Documents. If Maker shall fail to make any payment hereunder when due, or upon the occurrence of an event of default in the performance or observance of any of the terms, agreements, covenants or conditions contained in the Loan Documents, then, or at any time thereafter, the entire principal balance of this Note, irrespective of the maturity date

specified herein, together with the then accrued interest thereon, shall, at the election of the Holder hereof and without notice of such election, become immediately due and payable.

6. All makers, endorsers, guarantors and sureties hereof jointly and severally waive presentment, protest, notice of dishonor, and notice of intent to accelerate; and they also jointly and severally hereby consent to any and all renewals, extensions or modifications of the terms hereof, including the terms or time for payment, and further agree that any such renewal, extension or modification of the terms hereof or time for payment or of the terms of any of the Loan Documents or the release or substitution of any security for the indebtedness evidenced hereby or any other indulgences shall not otherwise affect the liability of any of said parties for the indebtedness evidenced by this Note. Any such renewals, extensions or modifications may be made without notice to any of said parties.

7. This Note shall be the joint and several obligation of all makers, endorsers, guarantors, and sureties, and shall be binding upon them and their successors and assigns and shall inure to the benefit of the successors and assigns of Holder, all makers, endorsers, guarantors, and sureties hereof agree jointly and severally to pay al costs of collection (including those incurred in any bankruptcy proceedings and regardless of whether suit is filed) and foreclosure, including reasonable attorneys' fees and costs.

8. Any forbearance of Holder in exercising any right or remedy hereunder or under the Loan Documents, or otherwise afforded by applicable law, shall not be a waiver of or preclude the exercise of any right or remedy. The acceptance by Holder of payment of any sum payable hereunder after the due date of such payment shall not be a waiver of Holders right to either require prompt payment when due of all other sums payable hereunder or to declare a default for failure to make prompt payment.

9. This Note shall be governed by the laws of the State of Missouri.

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

RELIV' INTERNATIONAL, INC.

By:_________________________________
Robert L. Montgomery

By:_________________________________
David G. Kreher

Property Address:
112 & 136 Chesterfield Industrial Blvd. 2nd & 3rd Deed of Trust

Maturity Date:
March 1, 2001

Mailing Address:
P. 0. Box 405
Chesterfield, MO 63006

EXHIBIT 10.19

RELIV INTERNATIONAL, INC.
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

This Supplemental Executive Retirement Plan (the "Plan") is hereby adopted effective as of June 1, 1998. The Plan is established and maintained by Reliv International, Inc. (the "Company") for the purpose of providing benefits for certain of the senior executives of the Company. Concurrently with the adoption of this Plan, the Company has entered into that certain Trust Agreement dated June 1, 1998 ("Trust Agreement") pursuant to which Plan benefits shall be deposited, held and invested.
ARTICLE I DEFINITIONS

1.1 "Account" means the account established with respect to each Participant in accordance with Section 6.1 hereof.

1.2 "Administrator" means the person appointed as Administrator of this Plan, if any, in accordance with Section 10.1 hereof.

1.3 "Board" means the Board of Directors of the Company.

1.4 "Company" means Reliv International, Inc., an Illinois corporation and any successor corporation.

1.5 "Compensation Committee" means the Compensation Committee of the Board. Any function exercisable by such Committee may also be exercised by the Board.

1.6 "Disability Retirement Date" means the first day of the seventh calender month next following the date a Participant becomes totally and permanently disabled. A Participant in

active Service shall be totally and permanently disabled for purposes of this Plan if he shall have failed or been unable to perform his duties as an employee of the Company on a full time basis for an aggregate of 180 days in any one period of 210 consecutive days and with a certification from a licensed physician in the State of Missouri that Participant is permanently disabled.

1.7 "Normal Retirement Date" means the later of (1) the date on which the Participant attains age 65 or (2) the fifth anniversary of the date one becomes a Participant.

1.8 "Participant" means any executive officer of this Company or any subsidiary who is designated as a Participant by the Compensation Committee hereunder. A Participant shall also mean a retired or terminated Participant who continues to be entitled to Supplemental Plan Benefits under this Plan after his Termination of Service.

1.9 "Plan" means the Reliv International, Inc. Supplemental Executive Retirement Plan and any amendments thereto.

1.10 "Plan Year" means the calender year.

1.11 "Plan Benefit Commencement Date" means the date on which Supplemental Plan Benefits commence to be payable under the Plan. Such date shall be:
(a) in the case of a disabled Participant, his Disability Retirement Date,
(b) in the case of a retired Participant and a Participant who has terminated employment with the Company, the thirtieth day following the later of his Termination of Service or Normal Retirement Date, and
(c) in the case of a deceased Participant, the first day of the month next following the Participant's date of death while in active Service.

1.12 "Service" means the period of full time employment of a Participant with (i) the

Company, or (ii) a Subsidiary (but not counting any period during which such employer was not a Subsidiary). For this purpose, all periods of employment with the Company or any Subsidiary (both before and after adoption of this Plan, and before and after the employee becomes a Participant in this Plan) shall be included as Service. However, periods of employment after a Participant's attainment of age sixty-five shall not be counted as Service. The number of years of Service of a Participant shall be his completed months of Service, whether or not consecutive, divided by 12, counting each twelve months as one year and each additional month as one-twelfth of a year.
1.13 "Subsidiary" means any corporation, at least fifty percent of the outstanding voting stock of which is benefically owned directly or indirectly by the Company.
1.14 "Supplemental Plan Benefit" means the benefit payable in accordance with this Plan.
1.15 "Termination of Service" means the first day of the month next following termination of Participant's Service whether by voluntary or involuntary separation, retirement, disability or death.
1.16 "Valuation Date" shall mean the last business day of a each month on which the New York Stock Exchange shall be open.

ARTICLE II

EFFECTIVE DATE

This Plan shall be effective as of June 1, 1998.

ARTICLE III
PARTICIPANTS

Participants shall be senior executives of the Company and any Subsidiary of the Company designated from time to time by the Compensation Committee as Participants in the Plan. Within 10 days after the Effective Date hereof, the Compensation Committee shall designate those persons who shall be eligible to participate in the Supplemental Plan Benefits of the Plan for Plan Year 1998. On or before October 31 of each Plan Year during which this Plan shall be in effect, the Compensation Committee shall designate those persons who shall be entitled to participate in the Plan for purposes of compensation deferral for the immediately succeeding Plan Year. Participants entitled to elect deferral and receive benefits under the Plan for any Plan Year shall be those persons so designated by the Compensation Committee for such Plan Year. Any person designated as a Participant for any Plan Year shall be entitled to receive the Supplemental Plan Benefits as provided herein with respect to compensation of such person which shall have been deferred, or matching contributions by the Company, and all earnings thereon as provided herein.

ARTICLE IV

SALARY REDUCTION ELECTION

4.1 A person designated as a Participant for any Plan Year shall be entitled to elect to reduce such persons salary or bonus compensation for such Plan Year as follows:
(a) The election shall be made on the election form attached hereto, signed by the Participant, dated when made and delivered to the Compensation Committee;
(b) The election shall be completed and delivered to the Compensation Committee on or before December 31 of the Plan Year preceding the Plan Year for which the election is effective.

(c) The percentage of the total salary compensation which a Participant shall be entitled to elect to reduce and defer shall not exceed 25% thereof. The percentage of bonus compensation which a Participant shall be entitled to elect to reduce and defer shall not exceed 50% thereof.

4.2 With respect to Plan Year 1998, the first Plan Year of this Plan, the election shall be made as follows:
(a) The election shall be completed, signed and delivered to the Compensation Committee within 30 days after the Effective Date of this Plan;
(b) The election shall apply, and reduction of compensation shall be made, only to compensation for services performed after the date of the election;

4.3 With respect to the amount of salary or bonus compensation reduced by a Participant in accordance with this Plan:
(a) The amount thereof shall be deducted from salary or bonus payments when otherwise due and shall not be paid to Participant;
(b) At the time such payments would otherwise have been due, the Company shall make payment of the amount thereof to the Trust and shall be allocated to the Account of such Participant.

ARTICLE V

MATCHING CONTRIBUTIONS

5.1 At the election of the Company in any Plan Year, which election shall be within the sole discretion of the Company and determined by the Compensation Committee, the Company may elect to contribute to the Trust a percentage of the amount of the salary reduction amounts

allocated to Participant during the Plan Year. The election of the Company with respect to matching contributions, and the amount thereof, for any Plan Year shall be made by the Compensation Committee by written instrument provided to the Company on or before October 31 of the Plan Year preceding the Plan Year for which the election is made; provided, however, that for the first Plan Year
(1998) an election is hereby made that the Company shall make matching contributions in an amount equal to 56% of the salary reduction amounts of Participants for such Plan Year.
5.2 In any Plan Year in which an election shall be made by the Company to make matching contributions, at the time of each payment to the Trust of salary reduction amounts, the Company shall make payment to the Trust of the matching contributions provided for and the amount thereof shall be allocated to the Accounts of the Participant.

ARTICLE VI

PARTICIPANT ACCOUNTS; ASSETS

6.1 Accounts. There shall be established and maintained with respect to each Participant an Account hereunder.

6.2 Account Valuation. As of each Valuation Date, each Participant Account balance shall be adjusted as follows:
(a) the Account balance shall be increased by the amount of contributions allocated to the Participant and by the amount of income or gain of the Trust funds allocable to the Account since the prior Valuation Date;
(b) the Account balance shall be decreased by the amount of distributions allocable to the Participant and all expenses and losses allocable to the Account since the prior

Valuation Date.

Any expenses relating to a specific Account or Accounts, including without limitation, commissions or sales charges with respect to an investment allocable to the Account, may be charged solely to the particular Account or Accounts.

6.3 Investment of Account Funds. All funds allocable to an Account shall be invested in one or more investment options made available from time to time by the Company for this purpose. Participants shall have the opportunity to direct the investment of the funds allocable to the Particpant Account. Investment of the funds of the Trust shall be made by the Administrator. The Administrator shall be obligated to comply with the instructions of a Participant with respect to investment of funds allocable to the Participant Account, subject to such investment options and limitations as the Administrator shall provide. The Administrator shall prescribe the form and manner in which such directions shall be made, as well as the frequency with which such directions may be made or changed.

6.4 No Right in Assets; Spendthrift Clause. Notwithstanding any other provision hereof, a Participant shall not have any right, title or interest in or to any Account or any funds or assets allocated to any Account hereunder or any right to transfer, assign, pledge or encumber any Account or any asset of the Trust. The designation of Accounts herein is made solely for the purpose of determining the amount of the Supplemental Plan Benefits which may be paid to, or for the benefit, of a Participant if and when any benefits may become payable hereunder. No interest of any person in, or right to receive, a distribution under this Plan shall be subject in any manner to sale, transfer, assignment, pledge, attachment, garnishment or other alienation or encumbrance of any kind, nor may such interest or right to receive a distribution be taken, either

voluntarily or involuntarily for the satisfaction of the debts of, or other obligations or claims against, such person or entity, including claims for alimony, support, separate maintenance or claims in bankruptcy proceedings.

6.5 Participants Unsecured Creditors. Benefits under this Plan shall not be prefunded but shall be payable by the Company as and when they become due as provided herein out of the Trust or otherwise from the assets of the Company. All assets in the Trust shall remain the sole property of the Company until the occurrence of an event giving rise to a right to payment of a distribution hereunder. Participant's interest in benefits under this Plan (and the interest of any surviving spouse or beneficiary) shall not be greater than that of an unsecured creditor of the Company.

ARTICLE VII

ELIGIBILITY FOR BENEFITS

7.1 Eligibility for Benefits. Subject to the provisions of Section 7.2 hereof, Supplemental Plan Benefits under this Plan shall be payable in respect of a Participant if:

(a) the Participant's Termination of Service occurs on or after his Normal Retirement Date except by disability or death; or
(b) the Participant becomes totally and permanently disabled, as defined in Section 1.11 of this Plan, before his Normal Retirement Date; or
(c) the Participant dies before his Normal Retirement Date and while in active Service and he is survived by his spouse or another beneficiary, as provided in Article VIII of this Plan; or

(d) the Participant's Termination of Service occurs on or after the date such Participant has completed five years of service with the Company and, if the Termination of Service occurs by voluntary action of Participant, the Participant shall have completed three years of service from and after the date the Participant shall first have been designated as a Participant in this Plan.

7.2 Forfeiture of Benefits. Notwithstanding any other provision of this Plan, payment of a Supplemental Plan Benefit hereunder to Participant, his surviving spouse or designated beneficiary will, at the discretion of the Compensation Committee, be discontinued and forfeited, and the Company will have no further obligation hereunder to Participant, his surviving spouse or designated beneficiary, if any of the following circumstances occur:
(a) The Participant is discharged from employment with the Company or any Subsidiary for cause;
(b) The Participant engages in competition with the Company, directly or indirectly, or provides service to any person engaged in competition with the Company, whether as a principal, owner, employee, consultant or agent;
(c) The Participant commits a material violation of Participant's then existing Employment Agreement with the Company and such violation is not cured in accordance with the provisions thereof; or
(d) The Participant performs acts of wilful malfeasance or gross negligence in a matter of material importance to the Company, and such acts are discovered by the Company at any time prior to the date of the death of the Participant.

The Compensation Committee shall have sole discretion with respect to the application of the

provisions of this section and such exercise of discretion shall be conclusive and binding upon the Participant, his surviving spouse and all other persons.

ARTICLE VIII

BENEFITS AND PAYMENT

8.1 Amount of Benefit. The amount of the Supplemental Plan Benefit payable to a Participant, or his beneficiary, who shall become eligible for the payment of a benefit hereunder shall be the balance of the Account allocated to Participant on the Valuation Date immediately preceding the Plan Benefit Commencement Date.

8.2 Payment of Benefit. Payment of a Supplemental Plan Benefit which shall become payable hereunder shall be made at the election of the Participant in the form of either (a) a lump sum payment payable on the Plan Benefit Commencement Date, (b) a straight life annuity, or (c) if the Participant is married on the Plan Benefit Commencement Date, a joint and survivor annuity. The Supplemental Plan Benefit payable through an annuity shall commence on the Plan Benefit Commencement Date and subsequent payments shall be due on the anniversary of such Plan Benefit Commencement Date, with the last payment being due on the anniversary of the Plan Benefit Commencement Date preceding the date on which the Participant dies or, in the case of a joint and survivor annuity, the survivor of Participant and his spouse dies. The payment of the Supplemental Plan Benefit shall be reduced by the amount of Federal, state and local withholding taxes, if any, required to be withheld. If the value of any Supplemental Plan Benefit in the aggregate is less than $5,000, the Company, in its discretion, may pay such benefit to the Participant in a single lump sum in lieu of any further benefit payments hereunder.

8.3 Payment of Benefit to a Survivor. In the event that a Supplemental Plan Benefit shall become payable to the surviving spouse or other beneficiary designated by a Participant, the amount of such benefit shall be paid in a lump sum to such surviving spouse or beneficiary on the Plan Benefit Commencement Date.

8.4 Payment to Representatives. If an individual entitled to receive any benefits hereunder is determined by the Compensation Committee or is adjudged to be legally incapable of giving valid receipt and discharge for such benefits, they shall be paid to the duly appointed and action guardian, if any, and if no such guardian is appointed and acting, to such persons as the Compensation Committee may designate. Such payment shall, to the extent made, be deemed a complete discharge for such payments under this Plan.

8.5 Timing of Payments. If the Compensation Committee is unable to make the determinations required under this Plan with respect to the amount or eligibility for benefits hereunder in sufficient time for payments to be made when due, the Compensation Committee shall make such payments upon the completion of such determinations with interest at a reasonable interest rate from the date due and may, at is option, may provisional payments, subject to adjustment, pending such determinations.

8.6 Unclaimed Benefits. Each Participant shall keep the Compensation Committee informed of his current address and the current address of his spouse. The Compensation Committee shall not be obligated to search for the whereabouts of any person. If the location of a Participant is not made known to the Compensation Committee withing three years of the date upon which any payment of a benefit hereunder is to be made, payment may be made as though Participant had died at the end of the three-year period. If within one additional year after such

three-year period has elapsed, or, within three years after the actual death of a Participant, the Compensation Committee is unable to locate any surviving spouse or designated beneficiary of Participant, then the Company shall have no further obligation to pay any benefit hereunder to such Participant or surviving spouse or any other person and such benefit shall be irrevocably forfeited.

ARTICLE IX

AMENDMENT AND TERMINATION

The Board may at any time, or from time to time, amend this Plan in any respect or terminate this Plan without restriction and without consent of any Participant or beneficiary, provided that any such amendment shall not impair the right of any Participant or any surviving beneficiary of any then deceased Participant to receive benefits earned hereunder prior to such amendment or termination without the consent of such Participant or such surviving beneficiary. No beneficiary of a Participant shall have any right to benefits under this Plan or any other interest herein before becoming a surviving beneficiary.

ARTICLE X

GENERAL PROVISIONS

10.1 Plan Administration. The general administration of this Plan shall be the responsibility of the Compensation Committee which is hereby authorized, in its discretion, to delegate said responsibilities to an Administrator. The Compensation Committee shall appoint a qualified actuary or actuaries to perform all actuarial calculations. The good faith determination of the Compensation Committee in reliance upon such actuary or actuaries shall be final and conclusive.

10.2 No Guarantee of Employment. Nothing contained herein shall be construed as a contract of employment or deemed to give any Participant the right to be retained in the employ of the Company or any Subsidiary, or to interfere with the rights of any such employer to discharge any individual at any time, without cause, except as may be otherwise agreed in writing or provided by applicable law.

10.3 No Guarantee of Benefits. Nothing contained in the Plan shall constitute a guarantee by the Company or any other person or entity that the assets of the Company will be sufficient to pay any benefit hereunder.

10.4 Participant's Rights Unsecured. The Plan at all times shall be entirely unfunded and no provision shall at any time be made with respect to segregating any assets of the Company for payment of benefits hereunder. The right of a Participant or his designated beneficiary to receive a distribution hereunder shall be an unsecured claim against the general assets of the Company, and neither the Participant nor a designated beneficiary shall have any rights in or against any specific assets of the Company.

10.5 Governing Law. The provisions of this Plan shall be construed according to the laws of the State of Missouri excluding the provisions of any such laws that would require the application of the laws of another jurisdiction.

10.6 Gender and Number. The masculine pronoun wherever used shall include the feminine. Wherever any words are used herein in the singular, they shall be construed as though they were also used in the plural in all cases where they shall so apply.

10.7 Title and Headings. The title to articles and headings of sections of this Plan are for convenience of reference and in case of any conflict the text of the Plan, rather than such title

and headings, shall control.

IN WITNESS WHEREOF, Reliv International, Inc. has executed this Plan as of the Effective date provided herein.

RELIV INTERNATIONAL, INC.
By:_______________________________

Attest:
By:_____________________________

EXHIBIT 10.20

STOCK PURCHASE AGREEMENT

THIS AGREEMENT is made as of this first day of October, 1998 by and between Reliv World Corporation, a corporation organized and existing under the laws of the State of Illinois, U.S.A. ("Reliv"), Reliv Europe, Inc., a corporation organized and existing under the laws of the State of Illinois, U.S.A. ("Reliv Europe") (Reliv World and Reliv Europe sometimes hereinafter referred to as "Purchasers") and Global Nutrition, Inc., a corporation organized and existing under the laws of the British Virgin Islands ("Global Nutrition").

WHEREAS, Global Nutrition is the sole owner of one share of capital stock of Reliv UK, Ltd. a corporation organized and existing under the laws of the United Kingdom ("Reliv UK"); and

WHEREAS, Reliv UK has only one class of authorized shares, such class being common stock;

WHEREAS, Reliv World is the holder of all of the issued and outstanding shares of capital stock of Reliv Europe;

WHEREAS, the parties desire to enter into an agreement pursuant to which (i) Global Nutrition shall transfer to Reliv Europe the one outstanding share of capital stock of Reliv UK (ii) Reliv Europe shall issue and deliver to Global Nutrition shares of its capital stock.

NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by the parties, and of the terms, covenants and conditions hereinafter contained, the parties hereto agree as follows:

1. Definitions

1.1 "Assets". As used in this Agreement, the term "Assets" shall mean the assets of Reliv UK (as of the Closing) as follows:

1.1.1 the business of Reliv UK as a going concern, the goodwill pertaining thereto and all of Reliv UK's right, title and interest and to the name Reliv UK and all other names used by Reliv UK, as well as all logos relating thereto;

1.1.2 all items of inventory owned by Reliv UK including, without limitation, all raw materials, work-in-progress and finished goods of Reliv UK (all of which are collectively referred to hereinafter as "Inventory");

1.1.3 all vehicles, machinery, equipment (including equipment which has previously been fully depreciated by Reliv UK and equipment loaned to customers), furniture, fixtures and non-inventory supplies of Reliv UK (including containers, packaging and shipping

material, tools and spare parts and other similar tangible personal property owned by Reliv UK, which are listed on Exhibit 1.1.3, all of which are collectively referred to hereinafter as the "Equipment");

1.1.4 all of Reliv UK's right, title and interest in and to the United Kingdom and foreign rights of Reliv UK currently owned or used by Reliv UK (and the rights proposed to be used) in the conduct of the business of Reliv UK, with respect to patents, patents pending, copyrights, formulae, licenses, trademarks, trademark rights, trade names, service marks, service mark rights, trade secrets, shop rights, know-how, technical information, techniques, discoveries, designs, proprietary rights and non-public information of Reliv UK and registrations, reissues and extensions thereof and applications and licenses therefor (all of such rights being collectively referred to hereinafter as the "Rights");

1.1.5 all books and records of Reliv UK including all in-house mailing lists, rented mailing lists, and other customer and supplier lists, trade correspondence, production and purchase records, promotional literature, data storage tapes and computer disks, computer software, order forms, accounts payable records (including invoices, correspondence and all related documents);

1.1.6 all contracts, agreements and orders for goods and services of Reliv UK;

1.1.7 all trade receivables of Reliv UK ("Accounts Receivable") and all advance payments, prepaid items, rights to offset and credits of all kinds of Reliv UK;

1.1.8 all real property owned or leased by Reliv UK together with all fixtures attached thereto; and

1.1.9 all other assets of Reliv UK.

1.2 "Commitments" shall mean all agreements, indentures, mortgages, plans, policies, arrangements, and other instruments, including all amendments thereto (or where they are verbal, written summaries of the material terms thereof), fixed or contingent.

2. Sale and Delivery of Reliv UK Share.

2.1 Reliv UK Share. Subject to and on the terms and conditions hereof in reliance on the representations and warranties of Reliv World and Reliv Europe and in consideration of the issuance to Global Nutrition of 250,000 shares of common stock of Reliv Europe, and the covenants of Reliv World and Reliv Europe herein, Global Nutrition agrees to sell, assign, transfer and deliver to Reliv Europe at the Closing one share of Reliv UK (the "Share"), together with all books and records of Reliv UK.

2.2 No Encumbrances. The Share sold to Reliv Europe hereunder shall be fully paid and non-assessable, and shall be free and clear of any and all contracts, commitments, agreements, liens, claims, charges, restrictions or encumbrances of any kind or nature whatsoever, whether or not of record other than restrictions imposed by federal and applicable state securities laws.

2.3 Delivery of Possession. At the Closing, Global Nutrition shall deliver to Reliv Europe possession of the certificate representing the Share. The certificate representing the Share shall be duly endorsed in blank or accompanied by duly executed stock powers.

2.4 Instruments of Transfer. At the Closing, Global Nutrition shall deliver, or cause to be delivered, to Reliv Europe such duly executed instruments as may be reasonably requested by Reliv Europe, including, without limitation, powers of attorney, in form and substance reasonably satisfactory to Reliv Europe and its counsel, for the consummation of the transactions contemplated under this Agreement, for the vesting in Reliv Europe of all of Global Nutrition's right, title and interest in and to the Share.

3. Purchase Consideration. Subject to and on the terms and conditions hereof, in reliance on the representations and warranties of Global Nutrition herein, and in consideration of the sale and transfer of the Share, Reliv World and Reliv Europe each agree as follows:

3.1 Reliv Europe Shares. Reliv Europe shall issue and deliver to Global Nutrition at the Closing 250,000 shares of common stock of Reliv Europe ("Reliv Europe Shares"). The Reliv Europe Shares, when issued and delivered hereunder, shall be duly authorized, validly issued, fully paid and non-assessable and shall be unregistered under the Securities Act of 1933, as amended and shall contain the legend set forth in Section 5.38 hereof.

3.2 Payments. Commencing in January, 1998 for the month of December, 1997 and for a period of 120 consecutive months thereafter, Reliv Europe shall pay to Global Nutrition an amount equal to one and one-half percent (1.5%) of the Retail Sales of Reliv UK, subject to the following terms:

3.2.1 "Retail Sales" shall mean the gross amount of Consumable Product sold by Reliv UK in the month multiplied by the suggested retail selling price thereof;

3.2.2 "Consumable Product" shall mean all products which are intended for use or consumption and shall not include distributor manuals, distributor kits or promotional materials;

3.2.3 On or before the 15th day of each month succeeding a month for which a payment is due hereunder, Reliv Europe shall determine the amount of Retail Sales of Reliv UK for such month, shall provide to Global Nutrition a report setting forth the amount of such Retail Sales and shall deliver to Global Nutrition a check payable to Global Nutrition in the amount due hereunder.

4. Closing.

4.1 Date and Location. The closing of the transaction provided for herein shall be held on October 1, 1998 at the offices of Reliv International, Chesterfield, Missouri, or at such other time and place as the parties shall agree ("Closing Date"). All Closing transactions shall be deemed to take place simultaneously, and no Closing transaction shall be deemed consummated until all transactions to take place at the Closing have been consummated.

5. Representations and Warranties of Sellers. Global Nutrition represents and warrants to Reliv World and Reliv Europe as follows, each of which representation and warranty is material and is being relied upon by them and each of which is true and correct as at the date hereof and shall be true and correct as of the Closing, with the same effect as if each such representation and warranty had been made at and as of the Closing:

5.1 Title to Shares, Authority. Global Nutrition is the sole owner of, and has good and marketable title to, the Share, free and clear of any and all contracts, commitments, agreements, liens, claims or encumbrances, whether or not of record. Global Nutrition has all requisite capacity, power and authority to execute and deliver this Agreement and to perform its obligations hereunder.

5.2 Capital Stock

(a) Reliv UK has authorized capital stock consisting of one share of common stock, without par value, of which one share is issued and outstanding, and which is duly authorized, validly issued, fully paid, nonassessable, free of preemptive rights, and was issued in compliance with all applicable laws.

(b) There are no outstanding offers, options, warrants, rights, calls, commitments, obligations (verbal or written), conversion rights, plans or other agreements (conditional or unconditional) of any character providing for, requiring or permitting the offer, sale, purchase or issuance of any shares of capital stock of Reliv UK or any other securities (as such term is defined in the Securities Act of 1933, as amended). Except as set forth in paragraph 5.2(a), there are no equity securities of Reliv UK that are reserved for issuance or are outstanding.

(c) The Share is owned by Global Nutrition free and clear of all liens, charges, encumbrances or claims of any kind whatsoever.

5.3 Incorporation Documents. True and correct copies of the incorporation documents and by-laws of Reliv UK, together with all amendments thereto, have been delivered to Reliv International.

5.4 Organization and Good Standing. Reliv UK is a corporation duly organized, validly existing and in good standing under the laws of the United Kingdom and is qualified to conduct business in the United Kingdom and Reliv UK has the full corporate power and authority to own or lease its properties and operate its properties and Assets, and to carry on its business as presently being conducted.

5.5 Subsidiaries, Divisions and Affiliates. There are no subsidiaries, divisions or affiliates of Reliv UK. The business of Reliv UK has been conducted solely by Reliv UK and not through any affiliates, joint venture or other entity, person or under any other name.

5.6 No Outstanding Obligations. There are no contracts, options or other agreements or understandings pursuant to which Reliv UK is or may be obligated to issue shares of its capital, and there are no obligations of Reliv UK outstanding which may be convened into any shares of capital of such corporation and, except as disclosed herein, there are no other shares of Reliv UK issued or outstanding.

5.7 Equity Investments. Reliv UK does not own or have any rights to any equity interest, directly or indirectly, in any corporation, partnership, joint venture, firm or other entity.

5.8 Validity of Agreement. The execution, delivery and performance of this Agreement has been duly and validly executed and delivered by Global Nutrition. This Agreement constitutes a valid and binding obligation of Global Nutrition enforceable in accordance with its terms, except that such enforcement may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors' rights generally.

5.9 Effect of Agreement. The execution, delivery and performance of this Agreement by Global Nutrition and consummation by Global Nutrition of the transactions contemplated hereby, will not, with or without the giving of notice and the lapse of time, or both, (a) violate any provision of law, statute, rule, regulation or executive order to which Reliv UK, or Global Nutrition, respectively, is subject; (b) violate any judgment, order, writ or decree of any court applicable to Reliv UK, or Global Nutrition, respectively, or (c) result in the breach of or conflict with any term, covenant, condition or provision or result in the modification or termination or constitute a default under, or result in the creation or imposition of any lien, security interest, charge or encumbrance upon any of the Assets pursuant to, any corporate charter, by-law, commitment, contract or other agreement or instrument, including any of the Commitments, to which Reliv UK or Global Nutrition is a party or by which any of the Assets is or may be bound or affected or from which Reliv UK or Global Nutrition derive benefit, which breach, conflict, modification, termination, default or encumbrance described in this clause (c) would be material to the business of Reliv UK or any of its Assets.

5.10 Restrictions: Burdensome Agreements. Neither Reliv UK nor Global Nutrition is a party to any contract, commitment or agreement, nor is any of them, the Reliv UK Share or any of the Assets subject to, or bound or affected by, any provision of the articles of incorporation,

by-laws, or other corporate restriction, or any order, judgment, decree, law, statute, ordinance, rule, regulation or other restriction of any kind or character, which would, individually or in the aggregate, materially adversely affect Reliv UK's business, the Reliv UK Share or any of the Assets.

5.11 Governmental and Other Consents. No consent, authorization or approval of; or exemption by, any governmental, public or self-regulatory body or authority is required in connection with the execution, delivery and performance by Global Nutrition of this Agreement or by Global Nutrition of any of the instruments or agreements herein referred to, or the taking of any action hereby contemplated.

5.12 Financial Statements. Except as disclosed in Exhibit 5.12 or as otherwise disclosed herein, the interim financial statements for Reliv UK for the period ended June 30, 1997 (the "Reliv UK Financial Statements"), present fairly the financial position of such company as of the date to which they relate and have been prepared in accordance with generally accepted accounting principles, consistently applied, and to the best of Global Nutrition's knowledge, all items that could have a material effect on the willingness of a prospective purchaser to acquire Reliv UK have been disclosed in the Reliv UK Financial Statements or in the Exhibits to this Agreement.

5.13 Undisclosed Liabilities. As of June 30, 1997, Reliv UK had no liability, and there is no basis for any present or future action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand against Reliv UK giving rise to any liability, except for (a) liabilities set forth on the face of the balance sheet of Reliv UK dated June 30, 1997, and (b) liabilities which have arisen after the most recent fiscal month end in the ordinary course of business, none of which results from, arises out of, relates to, is in the nature of, or was caused by any breach of contract, breach of warranty, tort, infringement, or violation of law.

5.14 Compliance with Laws. Reliv UK has complied, and is currently in compliance, with all applicable laws, statutes and ordinances, rules, regulations, codes, plans, injunctions, judgments, orders, decrees, rulings, and charges of national, local, and foreign governments, and all agencies thereof and no action, suit proceeding, hearing, investigation, charge, complaint, claim, demand, or notice has been filed or commenced against any of them alleging any failure so to comply.

5.15 Books and Records. The books of account and other financial and corporate records of Reliv UK are in all material respects complete, correct and up to date, with all necessary signatures, and are in all material respect accurately reflected in the Reliv UK Financial Statements.

5.16 Taxes. Except as reflected in the Reliv UK Financial Statements or in respect of taxes accruing with respect to fiscal year 1997 or thereafter: (a) Reliv UK has duly filed on a timely basis all tax returns required to be filed by it, and has paid all assessments and

reassessments, and all other taxes, governmental charges, penalties, interests and fines due and payable by it on or before the date hereof and which are claimed by any governmental authority to be due and owing; (b) Reliv UK and its shareholders have been assessed for all taxes imposed by the United Kingdom Government in respect of all of its tax years up to and including the tax year ended December 31, 1996; and (c) there are no actions, suits, proceedings, investigations or claims threatened or pending against Reliv UK with respect to taxes, governmental charges or assessments or any other matters under discussion with any governmental authority relating to taxes, governmental charges or assessments asserted by any such authority.

5.17 No Consents Required. After the change in ownership of Reliv UK, each of the Commitments included in the Assets does not require the consent of the other parties thereto and, with respect to any of the Commitments which do require the consent of the other parties thereto, Reliv UK has obtained such consent and has provided or will provide Purchasers with copies thereof.

5.18 Permits, Licenses, etc. There are no permits, licenses, orders or approvals of governmental or administrative authorities required to permit Reliv UK to carry on its business as currently conducted.

5.19 Marketable Tide: No Liens. Reliv UK owns and has good and marketable title to all of the personal property and assets, tangible or intangible, as reflected on the Reliv UK Financial Statements (except for assets disposed of in the ordinary course of business since the respective dates of the Reliv UK Financial Statements), free and clear of all contracts of sale, liens, mortgages, pledges, security interests, charges, restrictions, prior assignments, encumbrances and claims of every kind.

5.20 No Untrue Statements. Neither this Agreement nor any documents, certificates or statements furnished to Purchasers by or on behalf of Global Nutrition in connection herewith contains any untrue statement of a material fact or omits to state a material fact (materiality being determined in relation to Reliv UK taken as a whole) necessary in order to make the statements contained herein and therein not misleading. There is no fact known to Global Nutrition, which materially adversely affects, or in the future may materially adversely affect, the business, properties, assets, prospects or financial condition of Reliv UK which has not been set forth in this Agreement or the exhibits hereto or otherwise disclosed in writing to Purchasers including by means of the financial statements for Reliv UK.

5.21 Shares Held for Investment. Global Nutrition is acquiring the Purchasers Shares hereunder solely for their own account, for investment, and not with a view to the distribution or resale thereof. Global Nutrition represent and warrant that they have no present intention of selling or distributing any of the Purchasers Shares to be acquired hereunder and that they are not under any present necessity or constraint to dispose of any such Purchasers Shares to satisfy any existing or contemplated debt or undertaking.

5.22 Restrictive Legend. Global Nutrition confirm their understanding, and agree, that:

(a) Certificates for the Purchasers shares to be issued and delivered to them hereunder will bear substantially the following legend:

"The securities represented by this Certificate were issued ______________ without registration under the Securities Act of 1933, as amended. No transfer, sale or distribution of these securities or any interest therein may be made except under an effective registration statement under said Act covering such securities unless the Corporation has received an opinion of counsel satisfactory to it that such transfer or sale does not require registration under said Act."

(b) Global Nutrition shall be bound by the terms of the foregoing legend and agree that appropriate restrictions on transfer will be noted on Purchasers' corporate records and the records of Purchasers's transfer agent.

5.23 Knowledge of Reliv UK and Global Nutrition. As to each representation and warranty made by Global Nutrition under this Section 5, any fact or information known to Reliv UK or notice received by Reliv UK, shall be imputed to Global Nutrition as if such fact or information were known to Global Nutrition or such notice was received by Global Nutrition.

6. Representations and Warranties of Purchasers. Purchasers represent and warrants to Global Nutrition that the following are true and correct as of the date hereof:

6.1 Organization and Good Standing. Each of Reliv World and Reliv Europe is a corporation duly organized, validly existing and in good standing under the laws of the State of Illinois and is validly existing and in good standing under its jurisdiction of incorporation and is qualified to do business in the jurisdiction in which such qualification is required and has the full corporate power and authority to own, lease and operate its property and businesses. Reliv Europe is a newly organized corporation, has no assets or liabilities or has not engaged in any business activity. Reliv World is a wholly-owed subsidiary of Reliv International, Inc., an Illinois corporation.

6.2 Capitalization. Reliv Europe has an authorized capitalization of 10,000,000 shares all of which are designated as common stock, no par value. Reliv Europe has 10,000 shares of common stock issued and outstanding all of which shares are owned by Reliv World. Reliv Europe has entered into an agreement with Reliv World pursuant to which (i) Reliv World, or its affiliates, has or may advance sums to Reliv Europe or Reliv UK of such corporations in exchange for the issuance to Reliv World of a convertible note of Reliv Europe pursuant to which the principal and any accrued interest under such note is convertible into common stock of the corporation at the price of Five Cents ($.05) per share, (ii) to the date of this Agreement, Reliv World, or its affiliates, has advanced to Reliv Europe for convertible notes the aggregate amount of $ ____________.

6.3 Corporate Authorization. The execution and performance of this Agreement and the issuance and delivery of the Reliv Europe Shares in accordance with the provisions hereof have been duly authorized by all necessary corporate action on the part of Purchasers and this Agreement constitutes a valid, binding and enforceable obligation upon Purchasers except that such performance may be limited by bankruptcy, insolvency, or other similar laws affecting the enforcement of creditors' rights generally.

6.4 No Breach or Violation. The execution and performance of this Agreement and compliance with the provisions hereof by Purchasers will not violate, with or without the giving of notice or the passage of time, any applicable law or regulation and will not conflict with, or result in the breach of any of the terms, conditions or provisions of or constitute a default under, any corporate charter, by-law, indenture, mortgage, agreement or other instrument to which any of the Purchasers is bound.

7. Acknowledgments of Global Nutrition. Global Nutrition acknowledges and agrees as follows:

7.1 Reliv International is a reporting company under the Securities and Exchange Act of 1934 and Global Nutrition, and its representatives, have received and reviewed all current reports of Reliv International filed with the Securities Exchange Commission, including without limitation the Annual Report on Form 10K for 1997, Quarterly Reports on Form lOQ for each of the first and second quarters of 1998 and the Annual Report for 1997 and Proxy Materials for the shareholders meeting in 1998.

7.2 Global Nutrition acknowledges, understands and agrees that (i) it is the intention of Reliv Europe to conduct the business of Reliv UK at least through December, 1998 and to provide funding for such purposes at the level deemed appropriate by Reliv, (ii) Reliv International and Reliv Europe are considering and investigating the possibility of conducting the business of Reliv International in one or more countries in Europe, (iii) except as stated herein, none of Purchasers makes, or has made, any commitment to provide financing for or to organize, create, operate or maintain any business in Europe or any other area.

8. Pre-Closing Covenants of Purchasers.

8.1 Satisfaction of Conditions by Purchasers. Purchasers hereby covenant and agree with Global Nutrition, that, between the date of this Agreement and the Closing Date or date of termination of this Agreement, as the case may be, Purchasers shall use their best efforts to assure that the conditions set forth in Section 13 hereof are satisfied by the Closing Date.

8.2 Confidentiality. Prior to the Closing, Purchasers will use their best efforts to keep confidential any and all information furnished to it by Reliv UK or Global Nutrition in the course of negotiations. If for any reason the Closing shall not occur, Purchasers will continue to use

their best efforts to keep such information confidential, to the extent that it is protectable by law, and will not use it and will return to Global Nutrition all documents or other written material regarding this transaction that were obtained during the course of negotiations (including all drafts of all documents).

9. Post-Closing Covenants.

9.1 Global Nutrition: Further Assurances. After the Closing hereunder, Global Nutrition shall, at the request of Purchasers, execute, acknowledge and deliver to Purchasers, without further consideration, all such further assignments, conveyances, endorsements, deeds, powers of attorney, consents and other documents and take such other action as Purchasers may reasonably request
(a) to transfer to and fully vest in Purchasers, and protect Purchaser's right, title and interest in and to, all of the Reliv UK Shares, and Reliv UK's right title and interest in and to the Assets and (b) otherwise to consummate the transactions contemplated by this Agreement.

9.2 Purchasers.

9.2.1 Reliv World (or its affiliates) has or shall advance to Reliv Europe (including Reliv UK), as needed for the operations of Reliv UK from time to time, such advances to be evidenced by convertible notes of Reliv Europe bearing interest at the prime rate and convertible into common stock of Reliv Europe at the price of Five Cents ($.05) per share; the parties acknowledge that, as of the date of this Agreement, Reliv World has advanced to or for Reliv Europe the aggregate amount of $___________ for such purposes and that Reliv World shall not be obligated to advance further sums to Reliv Europe or Reliv UK.

9.2.2 Reliv International shall enter into distributor and license agreements with Reliv Europe generally consistent with the distributor and license program of Reliv International.

10. Conditions Precedent to the Obligations of Purchasers.

The obligations of Purchasers pursuant to this Agreement are subject to the satisfaction at the Closing of each of the following conditions, any or all of which conditions may be waived by Purchasers in its sole discretion:

10.1 Accuracy of Representations and Warranties. All representations and warranties made by Global Nutrition (contained in this Agreement, any Exhibit hereto, or any certificate or instrument delivered to Purchasers or its representatives by the Global Nutrition or their representatives) shall be true on and as of the Closing Date with the same force and effect as though made on and as of the Closing Date (i.e., with respect to a representation that a state of facts exists on or as of the date hereof; it is a condition that such state of acts exists on or as of

the Closing Date; and with respect to a representation that a state of facts has or has not changed between a date prior to the date hereof and the date hereof; it is a condition that such state of facts has or has not changed between such prior date and the Closing Date), except as affected by the transactions contemplated hereby.

10.2 Performance of Agreements. Global Nutrition shall have performed and complied with and shall have caused Reliv UK to perform and comply with all covenants, obligations and agreements to be performed or complied with by them on or before the Closing Date pursuant to this Agreement.

10.3 Litigation, etc.

10.3.1 Except as set forth on Exhibit 5.22, no claim, action, suit, proceeding, arbitration, investigation or hearing or notice of hearing shall be pending or, insofar as is known to Global Nutrition, threatened against or affecting Reliv UK or Global Nutrition or any of the Assets, which (a) might result either in an action to enjoin or prevent the consummation of the transactions contemplated by this Agreement; or (b) in the reasonable judgment of Purchasers would materially adversely affect the business of Reliv UK or the ability of Purchasers to consummate the transactions contemplated by this Agreement or to own the Assets or to operate the business of Reliv UK.

10.3.2 Reliv UK shall not be in violation of any law, statute, ordinance, regulation or executive order, the enforcement of which would, individually or in the aggregate, materially adversely affect the Assets or the business of Reliv UK; or which would, individually or in the aggregate, materially adversely affect the ability of Purchasers to consummate the transactions contemplated by this Agreement or to own the Assets or to operate the business of Reliv UK.

10.3.3 No law, regulation or decree shall have been proposed, adopted or promulgated, or have become effective, the enforcement of which would materially adversely affect the ability of Purchasers to consummate the transactions contemplated by this Agreement or to own the Assets or to operate any such business.

10.4 Approvals and Consents. Reliv UK shall have obtained, and Purchasers shall have received copies of all of the approvals and consents referred to in Section 5.27, each of which approvals and consents shall be in full force and effect and reasonably satisfactory in form and substance to Purchasers and their counsel.

10.5 Material Adverse Change. Purchasers shall confirm to its sole satisfaction that there have been no material adverse changes in the financial condition, business, operations, assets, liabilities, management or prospects of Reliv UK.

10.6 Actions Proceedings, etc. All actions, proceedings, instruments and documents required to carry out the transactions contemplated by this Agreement shall have been reasonably satisfactory to Purchasers, such approval not to be unreasonably withheld.

10.7 Licenses, Permits, Consents, etc. Purchasers shall have received evidence, in form and substance reasonably satisfactory to counsel for Purchasers, that such licenses, permits, consents, authorizations or orders of governmental authorities as are necessary to the consummation of the transactions contemplated by this Agreement and the continued operation of the business of Reliv UK have been obtained.

10.8 Documentation of Rights. Reliv UK shall have delivered to Purchasers true and complete copies of all of the documentation held by Reliv UK relating to each of the Rights.

10.9 Officers' Financial Certificate. Purchasers shall have received a certificate from Global Nutrition dated as of the Closing Date, satisfactory in form and substance to Purchasers and its counsel, certifying that the Reliv UK Financial Statements are true and correct and accurately present the financial position of Reliv UK during that interim period.

10.10 Waiver and Release of Claims. Global Nutrition and each shareholder, officer, employee and agent of Global Nutrition shall have executed and delivered to Purchasers a waiver and release of any and all claims or rights of such persons against or in Reliv UK in form satisfactory to Purchasers;

11. Options For Redemption of Reliv Europe Shares.

11.1 At any time, or from time to time, after the date of the Closing, Reliv Europe shall have the option to purchase and redeem from Global Nutrition 25,000 shares of such corporation's shares at the purchase price of Five Cents ($.05) per share.

11.2 At any time after the Reliv Europe Shares shall have attained and shall then have an Aggregate Value in excess of $465,000, Global Nutrition shall have the right and option with respect to the shares achieving such Per Share Value to sell all or any portion thereof to the issuing corporation, and the issuing corporation shall have the right and option to purchase and redeem all or any portion thereof at a price per share equal to the Per Share Value. The option provided in this paragraph 11.2 for Reliv Europe shall be in addition to, and with respect to the shares other than, the shares subject to the option provided in paragraph 11.1.

11.3 The following provisions shall apply with respect to the options provided in this paragraph 11;

11.3.1 "Per Share Value" shall mean an amount equal to seven times the average annual net income of the entity, determined in accordance with generally accepted

accounting principles consistently applied, for two consecutive years divided by the number of shares issued and outstanding at the time the valuation determination is made.

11.3.2 "Aggregate Value" shall mean the Per Share Value multiplied by the number of shares of common stock of the entity owned by Global Nutrition.

11.4 The parties agree that the foregoing option rights shall be incorporated in an option agreement among the parties not inconsistent with the terms of this paragraph 11.

12. Conditions Precedent to the Obligations of the Global Nutrition.

The obligations of Global Nutrition under this Agreement are subject to the satisfaction at the Closing of each of the following conditions, any or all of which conditions may be waived by Global Nutrition in their sole discretion:

12.1 Accuracy of Representations and Warranties. All representations warranties made by Purchasers in this Agreement shall be true as of the Closing Date the same force and effect as though made on and as of the Closing Date.

12.2 Performance of Agreements. Purchasers shall have performed and complied in all material respects with all covenants, obligations and agreements to be performed or complied with by it on or before the Closing Date pursuant to this Agreement.

13. Indemnification and Additional Remedies.

13.1 Indemnity by Global Nutrition. Global Nutrition shall indemnify and hold Purchasers and their respective officers, directors and agents (each individually referred to as a "Buyer Indemnified Party") fully harmless, on an after-tax basis, from and against all claims, actions, suits, proceedings, demands, judgments, losses, costs, damages, fines, taxes, penalties, expenses and liabilities, including interest which may be imposed in connection therewith, court costs and reasonable fees and disbursements of professionals, (all such items being individually or collectively referred to herein as "Losses") which may be suffered or incurred, directly or indirectly, by Purchasers or any of their respective officers, directors or agents arising out of as a result of or relating in any manner whatsoever to, or in connection with:

(a) any breach of any representation, warranty or covenant on either Seller's part contained in this Agreement;

(b) any breach or non-fulfillment of any covenant given or made by Global Nutrition in this Agreement or any contract, document or certificate delivered by Global Nutrition pursuant to this Agreement or any schedule hereto;

(c) any taxes of any kind whatsoever, or expenses, interest or penalties relating thereto, including those that arise out of or result from the transactions contemplated by this Agreement;

(d) any act or omission to act by Reliv UK prior to the Closing; and

(e) any action, demand or claim by any third party against or affecting Purchasers which, if successful, would give rise to a breach of any of the representations, warranties or covenants of Global Nutrition contained herein.

13.2 Indemnification by Purchasers. Purchasers shall indemnify and hold Global Nutrition and each of its shareholders, officers, directors, employees and agents ("Seller Indemnified Party") fully harmless, on an after-tax basis, from and against all Losses which may be suffered or incurred, directly or indirectly, by each Seller Indemnified Party arising out of (or as a result of or relating in any manner whatsoever to, or in connection with:

(a) any misrepresentation or breach of any warranty on Purchasers' part contained in this Agreement;

(b) any breach or non-fulfillment of any covenant given or made by Purchasers in this Agreement or any contract, document or certificate delivered by Purchasers pursuant to this Agreement or any Exhibit hereto; and

(c) any action, demand or claim by any third party against or affecting Global Nutrition which, if successful, would give rise to a breach of any of the representations, warranties or covenants of Purchasers contained herein.

13.3 Survival of Indemnification. Where Purchasers make a written claim or claims pursuant to this section within the time periods applicable to such claim or claims, the right to indemnification in respect of such claim or claims shall continue in full force and effect until the claim is finally settled or adjudicated and all payments to be made in respect of any settlement or adjudication have been made.

13.4 Indemnification Procedure - Third Party Claims.

(a) In the case of claims or demands made by a third party with respect to which indemnification is due, the party seeking indemnification shall give prompt written notice, and in any event within 20 days, to the other party of any such claims or demands made upon it, provided that in the event of a failure to give such notice, such failure shall not preclude the party seeking indemnification to obtain such indemnification but its right to indemnification may be reduced to the extent that such delay prejudiced the defense of the claim or demand or increased the amount of liability or cost of defense and provided that, notwithstanding anything else herein contained, no claim for indemnity in respect of

the breach of any representation or warranty contained herein may be made unless notice of such claim has been given prior to the expiry of the survival period applicable to such representation and warranty.

(b) A party given notice of a claim or demand in respect of which indemnification is sought (hereinafter referred to as the "Indemnifying Party" in this section) by the other party (hereinafter referred to as the "Indemnified Party" in this section) shall have the right, by notice to the Indemnified Party given not later than 30 days after receipt of the notice described in Section 13.4(a) to assume the control of the defense, compromise or settlement of the claim or demand, provided that such assumption shall, by its terms, be without cost to the Indemnified Party and provided the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party in accordance with the terms contained herein in respect of that claim or demand.

(c) Upon the assumption of control of any claim or demand by the Indemnifying Party, the Indemnifying Party shall diligently proceed with the defense, compromise or settlement of the claim or demand as its sole expense, including, if necessary, employment of counsel reasonably satisfactory to the Indemnified Party and, in connection therewith, the Indemnified Party shall cooperate fully, but at the expense of the Indemnifying Party with respect to any out-of-pocket expenses incurred, to make available to the Indemnifying Party all pertinent information and witnesses under the Indemnified Party's control, make such assignments and take such other steps as in the opinion of counsel for the Indemnifying Party are reasonably necessary to enable the Indemnifying Party to conduct such defense. The Indemnified Party shall also have the right to participate in the negotiation, settlement or defense of any claim or demand at its own expense.

(d) The final determination of any claim or demand pursuant to this section, including all related costs and expenses, will be binding and conclusive upon the parties as to the validity or invalidity, as the case may be, of such claim or demand against the Indemnifying Party hereunder.

(e) Should the Indemnifying Party fail to give notice to the Indemnified Party as provided in Section 13.4(b), the Indemnified Party shall be entitled to make such settlement of the claim or demand as in its sole discretion may appear advisable, and such settlement or any other final determination of the claim or demand shall be binding upon the Indemnifying Party.

13.5 Subrogation. If the Indemnified Party receives payment or other indemnification from the Indemnifying Party hereunder, the Indemnifying Party shall be subrogated to the extent of such payment or indemnification to all rights in respect of the subject matter of such claim to which the Indemnified Party may be entitled, to institute appropriate action for the recovery

thereof and the Indemnified Party agrees reasonably to assist and cooperate with the Indemnifying Party at no expense to the Indemnified Party in enforcing such rights.

14. Miscellaneous.

14.1 Nature and Survival of Representations, Warranties, Covenants and Indemnification. All statements contained in this Agreement or in any exhibit or document delivered in connection with this Agreement shall be deemed representations and warranties by such party hereunder. All representations, warranties, covenants and indemnities made in this Agreement or pursuant hereto shall survive the Closing hereunder until five years from the date of Closing except (a) with respect to any claim, written notice of which shall have been delivered to Purchasers or Global Nutrition, as the case may be, prior to a date five years from the date of Closing, such claim shall survive the termination of such period and shall survive for as long as such claims is unsettled, and (b) with respect to any litigation which shall have been commenced to resolve such claim on or prior to such date.

14.2 Entire Agreement: Amendment. This Agreement and the documents referred to herein constitute the entire Agreement among the parties hereto with respect to the subject matter hereof and supersedes all prior written or oral warranties, representations, inducements, understandings, commitments, agreements or contracts. No amendment to or modification of the terms or conditions hereof shall be binding unless it is in writing and signed by the party against whom the amendment or modification is charged. No party hereto shall be bound by or charged with any written or oral arguments, representations, warranties, statements, promises or understandings not specifically set forth in this Agreement or in any Exhibit hereto or in certificates and instruments to be delivered pursuant hereto on or before the Closing.

14.3 Notices. All notices or other communications required or permitted hereunder shall be in writing and shall be deemed given, delivered and received
(a) when delivered, if delivered personally, (b) four days after mailing, when sent by registered or certified mail, return receipt requested and postage prepaid, (c) the next business day after delivery to a private courier service, when delivered to a private courier service providing documented overnight service, and (d) on the date of delivery if delivered by telescope, receipt confirmed, provided that a confirmation copy is sent on the next business day by registered or certified mail, return receipt requested and postage prepaid, in each case addressed as follows:

If to Purchasers:

Reliv International, Inc.
152 Chesterfield Industrial Boulevard Chesterfield, MO 63005

If to Global Nutrition:
Global Nutrition, Inc.
P.O. Box 415, St. James House
New St. James Place, St. Helier Jersey JE4 8WH, Channel Islands

or to such other address as the recipient party may indicate by a notice delivered to the sending party (such change of address notice to be deemed given, delivered and received only upon actual receipt thereof by the recipient of such notice).

14.4 Severability. Whenever possible, each paragraph of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law. If any paragraph of this Agreement shall be unenforceable or invalid under applicable law, such paragraph shall be ineffective only to the extent and duration of such unenforceability or invalidity and the remaining substance of such paragraph and the remaining paragraphs of this Agreement shall in such event continue to be binding and in full force and effect.

14.5 Waivers. No failure by any party to exercise any of such party's rights hereunder or to insist upon strict compliance with respect to any obligation hereunder, and no custom or practice of the parties at variance with the terms hereof shall constitute a waiver by any party to demand exact compliance with the terms hereof Waiver by any party of any particular default by any other party shall not affect or impair such party's rights in respect of any subsequent default of the same or of a different nature, nor shall any delay or omission of any party to exercise any rights arising from any default by any other party affect or impair such party's rights as to such default or any subsequent default. No action taken pursuant to this Agreement, including any investigation by or on behalf of any party, shall be deemed to constitute a waiver by the party taking such action of compliance with any representation, warranty, covenant or agreement contained herein or in any other documents. Any party hereto may, at or before the Closing, waive any conditions to its obligations hereunder which are not fulfilled.

14.6 Headings; Certain Terms. The section and other headings Agreement are for reference purposes only and shall not be deemed to Agreement or to affect the meaning or interpretation of this Agreement. Agreement, the term "including" means "including, but not limited to" specified; the word "or" means "and/or," and the word "person" means individual, corporation, trust, partnership, joint venture, government authority, or any other entity.

14.7 Counterparts. This Agreement may be executed in any number of counterparts, each of which when executed, shall be deemed to be an original and all of which together shall be deemed to be one and the same instrument.

14.8 Expenses. Except as and to the extent otherwise provided in this Agreement, whether or not the transactions contemplated by this Agreement are consummated, Reliv UK and

Seller shall pay their own respective expenses and the fees and expenses of their respective counsel and other experts.

14.9 Termination of Agreement. This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time, but not later than the Closing Date by mutual consent of the parties. In the event of the termination of this Agreement by any party as above provided, without material fault of any party, no party shall have any liability hereunder, including any liability for damages. In the event that a condition precedent to a party's obligation is not met, nothing contained herein shall be deemed to require any party to terminate this Agreement rather than to waive such condition precedent and proceed with the Closing.

14.10 Transaction Taxes. Global Nutrition shall pay any and all taxes imposed upon the sale of the Reliv UK Shares and transfer of ownership of Reliv UK pursuant to this Agreement.

14.11 Binding Effect: Benefits. This Agreement shall inure to the benefit of the parties hereto and shall be binding upon the parties hereto and their respective successors and permitted assigns. This Agreement may not be assigned by Seller or Purchasers without the prior express written consent of the other party. Except as otherwise set forth herein, nothing in this Agreement, expressed or implied, is intended to confer on any person other than the parties hereto or their respective successors and permitted assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement.

14.12 Disclosures. Any disclosure by either party hereto pursuant to any specific provision of this Agreement shall be deemed a disclosure for all other purposes of this Agreement.

14.13 Section References. All references contained in this Agreement to any section number are references to sections of this Agreement unless otherwise specifically stated.

14.14 Brokers and Finders. Neither Purchasers nor Global Nutrition has employed any broker, agent or finder or incurred any liability for any brokerage fees, agents' commissions, finders fees or advisory fees in connection with the transactions contemplated by this Agreement; and Global Nutrition on the one hand, and Purchasers on the other hand, shall indemnify and hold each other harmless in respect of any such obligation or liability based in any way on agreements or arrangements or understandings claimed to have been made by any thereof with any third party.

14.15 Public Announcements. No press release or other public statement with respect to this Agreement or the transactions contemplated hereby shall be issued by any party without that party having consulted with and obtained the written consent of the other parties hereto; provided, however, notwithstanding the foregoing, Purchasers, as a company subject to the U.S. securities laws and regulations relating to publicly-held companies, may make such public

statements at such time and in such form as may be required under such laws or regulations as advised by its counsel.

14.16 No Strict Construction. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rule of strict construction will be applied against any person.

14.17 Governing Law. The domestic law of the State of Missouri, U.S.A., and not any choice of law or conflict of law provision (whether of the State of Missouri or any other jurisdiction) that would cause any other law to be applied, will govern all questions concerning the construction, validity and interpretation of this Agreement and the performance of the obligations imposed by this Agreement.

14.18 Jurisdiction. The parties agree that the state and federal courts located in St. Louis County, Missouri, are proper and shall be the only forums for the judicial resolution of any dispute between the parties arising hereunder. No party shall attempt to change venue from any such court to a court in another jurisdiction.

14.19 Number and Gender. Each defined term used in this Agreement has a comparable meaning when used in its plural or singular form. Each gender-specific term used herein will have a comparable meaning whether used in a masculine, feminine or gender-neutral form.

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

RELIV WORLD CORPORATION

                                             By: /s/ Robert L. Montgomery
                                                 -----------------------------
                                                     Robert L. Montgomery, CEO
Attest:

RELIV EUROPE, INC.

GLOBAL NUTRITION, INC.

Attest: