EXHIBIT
      10.1

    


    RULE
      10b5-1 STOCK REPURCHASE PLAN

    


    


    This
      Rule
      10b5-1 Stock Repurchase Plan is made and entered into this 12th day of June,
      2008 by and among Reliv International, Inc., a Delaware corporation (the
“Company”), and Canaccord Adams Inc. (“Canaccord Adams”).

    


    WHEREAS,
      the Company’s Board of Directors has determined that it is in the best interests
      of the Company and its shareholders that the Company institute and perform
      a
      plan pursuant to which it will repurchase up to 500,000 shares of its Common
      Stock;

    


    WHEREAS,
      the Company’s Board of Directors desires to conduct its share repurchases under
      the safe harbor provisions of Rule 10b5-1 and Rule 10b-18 promulgated under
      the
      Securities Exchange Act of 1934 (the “Act”);

    


    WHEREAS,
      the Company accordingly desires to establish the plan provided herein to effect
      the repurchase of shares of its Common Stock;

    


    WHEREAS,
      the Company desires to engage Canaccord Adams, as broker, to effect the
      repurchases of shares of its Common Stock in accordance with the plan provided
      herein.

    


    NOW,
      THEREFORE, in consideration of the premises and of the terms, covenants and
      conditions hereinafter contained, the parties hereto agree as
      follows:

    


    1. Sales
      Plan.
      Subject
      to and on the terms and conditions herein contained, and during the Plan Term
      as
      provided herein, the Company hereby authorizes Canaccord Adams to purchase
      for
      the account of the Company up to an aggregate of 500,000 shares of Common Stock
      of the Company. The Company shall pay to Canaccord Adams a commission of $0.04
      per share of Common Stock repurchased pursuant to this Plan. In accordance
      with
      Canacccord Adams’ customary procedures, Canaccord Adams will deposit shares of
      Common Stock purchased hereunder into an account established by Canaccord Adams
      for the Company against payment to Canaccord Adams of the purchase price
      therefore and commissions and other amounts in respect thereof payable by the
      Company under this Plan. The Company will be notified of all transactions
      pursuant to customary trade confirmations.

    


    2. Plan
      Term.
      The
      term during which Canaccord Adams shall be authorized to effect the purchase
      of
      shares of Common Stock of the Company for the account of the Company shall
      commence fourteen days from the date hereof and shall terminate on the first
      to
      occur of:

    


    a. December
      31, 2008;

    


    b. When
      the
      aggregate number of shares of Common Stock of the Company purchased by Canaccord
      Adams under this Plan shall reach 500,000;

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    b. The
      end
      of the second business day following the date of receipt by Canaccord Adams
      of
      notice by the Company of early termination.

    


    c. The
      commencement of any voluntary or involuntary case or other proceeding seeking
      liquidation, reorganization or other relief under any bankruptcy, insolvency
      or
      similar law or seeing the appointment of a trustee, receiver or other similar
      official or the taking of any corporate action by the Company to authorize
      any
      of the foregoing.

    


    3. Suspension
      or Termination.
      This
      Agreement and the obligations of Canaccord Adams to engage in purchases of
      common stock of the Company for the account of the Company may be suspended
      or
      terminated by Canaccord Adams, in its discretion, at any time when:

    


    a. Canaccord
      Adams shall determine, in its judgment, that any representation or warranty
      of
      the Company made herein shall be false or misleading;

    


    b. The
      Company shall have violated any of its obligations hereunder;

    


    c. Canaccord
      Adams shall determine (based on the advice of counsel) that any purchase
      effected pursuant to this Plan violates (or in the opinion of such counsel
      is
      reasonably likely to violate) any applicable law or regulation.

    


    Canaccord
      Adams shall not purchase any shares of Common Stock under this Plan immediately
      after its receipt of notice from the Company requesting suspension of the Plan
      in accordance with the Company’s insider trading policy. Canaccord Adams will
      resume purchases in accordance with this Plan once Canaccord Adams receives
      written notice from the Company that the restriction causing the suspension
      has
      been removed or ended. The resumption of purchases will be made as soon as
      possible but will require up to two business days advance notice.

    


    4. Trading
      Restrictions.
      The
      repurchase of shares of Common Stock of the Company by Canaccord Adams hereunder
      for the account of the Company shall be subject to the following terms and
      restrictions:

    


    a. All
      transactions effected hereunder by Canaccord Adams shall comply with the
      limitations of Rule 10b-18 promulgated under the Act;

    


    b. All
      transactions shall be effected in accordance with and subject to the terms
      and
      restrictions of the purchase plan provided herein.

    


    5. Purchase
      Plan.

    


    5.1 Subject
      to the restrictions set forth in Section 4 hereof, Canaccord Adams will use
      its
      reasonable efforts, consistent with ordinary principles of best execution,
      during the Term of this Agreement to purchase the maximum number of shares
      available for purchase up to the Maximum Shares on each Trading Day at the
      then-prevailing market price. The Company acknowledges that the number of shares
      which Canaccord Adams is able to purchase for its account on any Trading Day
      may
      be less than the Maximum Shares.

     

    
      
         

      

      
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    5.2. For
      purposes of this Agreement:

    


    (a)
      “Maximum Shares” shall mean an amount shares of the common stock of the Company
      equal to 25% of the average daily trading volume for such stock during the
      four
      calendar weeks preceding the week in which the purchase is made, less any shares
      purchased by an Affiliate of the Company during such Trading Day.

    


    (b)
      “Trading Day” shall mean any day that the principal market or exchange on which
      the common stock of the Company is traded is open for business.

    


    6. Representations,
      Warranties and Covenants of the Company.
      The
      Company represents, warrants and covenants to Canaccord Adams as
      follows:

    


    6.1 As
      of the
      date hereof, the Company is not aware of any material nonpublic information
      concerning the Company or its securities;

    


    6.2 The
      Company is entering into this Plan in good faith, with the intent that this
      Plan
      comply with the affirmative defense established by Rule 10b5-1 under the
      Securities Exchange Act of 1934 (the “Exchange Act”), and not as part of a plan
      or scheme to evade compliance with the federal securities laws.

    


    6.3 The
      Company will not communicate, directly or indirectly, any material nonpublic
      information relating to the Company or its securities to any employee of
      Canaccord Adams or its affilates who is involved, directly or indirectly, in
      executing this Plan. 

    


    6.4 The
      execution and delivery of this Plan, and the transactions contemplated
      hereunder, do not: (i) contravene any provision of applicable law or any
      agreement or other instrument binding upon the Company or any of its affiliates;
      or (ii) contravene any order or decree of any governmental body, agency or
      court
      having jurisdiction over the Company or its affiliates. There is no litigation,
      arbitration or other proceeding pending, or to the Company’s knowledge
      threatened, that would prevent or interfere with the transactions contemplated
      by this Plan.

    


    6.5 The
      Company will comply with all applicable laws in connection with the performance
      of this Plan.

    


    7. Indemnification;
      Limitation of Liability; No Advice Given.

    


    7.1 The
      Company agrees to indemnify and hold harmless Canaccord Adams and its directors,
      officers, employees and affiliates from and against all claims, losses, damages
      and liabilities (including, without limitation, any legal or other expenses
      reasonably incurred in connection with defending or investigating any such
      action or claim) arising our of or attributable to Canaccord Adams’s actions
      taken or not taken in compliance with this Plan or arising out of or
      attributable to any breach by the Company of this Plan (including the Company’s
      representations and warranties hereunder) or any violation by the Company of
      applicable laws or regulations, except to the extent such losses are due to
      Canaccord Adams’s gross negligence or willful misconduct. This indemnification
      obligation will survive the termination of this Plan.

     

    
      
         

      

      
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    7.2 Notwithstanding
      any other provision hereof, Canaccord Adams will not be liable to the Company
      for: (i) special, indirect, punitive, exemplary or consequential damages, or
      incidental losses or damages of any kind, including without limitation lost
      profits or lost savings, regardless of whether arising from breach of contract,
      warranty, tort, strict liability or otherwise, and even if advised of the
      possibility of such losses or damages or if such losses or damages could have
      been reasonably foreseen; or (ii) any failure to perform or to cease performance
      or any delay in performance that results from a cause or circumstance that
      is
      beyond Canaccord Adams’s reasonable control, including but not limited to
      failure of electronic or mechanical equipment, strikes, failure of common
      carrier or utility systems, acts of terrorism or war, severe weather, market
      disruptions or other causes commonly known as “acts of God.”

    


    7.3 The
      Company has consulted with its own advisors as to the legal, tax, business,
      financial and related aspects of its adoption and implementation of this Plan.
      The Company has not relied upon the advice of Canaccord Adams or any person
      affiliated with Canaccord Adams with respect to the legal, tax, business,
      financial and related aspects of its adoption and implementation of this Plan,
      including with respect to the availability of an affirmative defense under
      Rule
      10b5-1 or the applicability of any other federal or state securities laws.
      The
      Company acknowledges that Canaccord Adams is not acting as its fiduciary or
      advisor.

    


    8. General

    


    8.1 This
      Plan
      shall be deemed an effective contract and binding agreement between Canaccord
      Adams and the Company only upon signature by a principal of Canaccord Adams
      and
      an authorized officer of the Company. The date this agreement is signed by
      Canaccord Adams Adams is the "Effective Date" of this Plan.

    


    8.2 This
      Plan
      (including all Schedules and Exhibits referred to herein) constitutes the entire
      agreement between the parties with respect to this Plan and supercedes any
      prior
      agreements or understandings with regard to this Plan.

    


    8.3 All
      notices to Canaccord Adams under this Plan will be delivered to Canaccord Adams
      Adams' corporate services group by telephone at 1-800-225-6201 or by facsimile
      at 1-617-371-3796, in either case provided that a confirmatory copy is delivered
      to the address below by a reputable overnight carrier guaranteeing overnight
      delivery, or by certified mail to the address below:

     

    
      
         

      

      
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    Canaccord
      Adams Adams

    99
      High
      Street

    Boston,
      MA 02110

    Attn:
      Corporate Services Group

    


    All
      notices to the Company under this Plan will be delivered to the Company by
      telephone at 636-733-1305 or by facsimile at 636-537-8805, in either case
      provided that a confirmatory copy is delivered to the address below by a
      reputable overnight carrier guaranteeing overnight delivery, or by certified
      mail to:

    


    Reliv
      International, Inc.

    136
      Chesterfield Industrial Boulevard

    Chesterfield,
      MO 63005

    Attn:
      Steven D. Albright

    


    8.4 This
      Plan
      may be modified or amended only by a writing signed by the parties hereto.
      The
      rights and obligations of the Company under this Plan may not be assigned or
      delegated without the written permission of Canaccord Adams.

    


    8.5. If
      any
      provision of this Plan is or becomes inconsistent with any applicable present
      or
      future law, rule or regulation, that provision will be deemed modified or,
      if
      necessary, rescinded in order to comply with the relevant law, rule or
      regulation. All other provisions of this Plan will continue and remain in full
      force and effect.

    


    8.6. This
      Plan
      will be governed by and construed in accordance with the laws of the
      Commonwealth of Massachusetts, without regard to such state's conflict of laws
      rules.

    


    8.7. THIS
      SECTION 8.7 IS A PRE-DISPUTE ARBITRATION PROVISION

    


    (a)
       Any
      dispute between the Company and Canaccord Adams arising out of, relating to
      or
      in connection with this Plan or any transaction relating to this Plan will
      be
      determined by arbitration only before the New York Stock Exchange, Inc. or
      the
      National Association of Securities Dealers, Inc., as the Company may elect.
      If
      the Company makes no written election addressed to Canaccord Adams by registered
      mail within five days after receiving a written demand for arbitration from
      Canaccord Adams, the Company authorizes Canaccord Adams to elect one of the
      above listed forums for me. Unless the rules of the arbitral forum dictate
      otherwise, any arbitration proceeding between the Company and Canaccord Adams
      will be held at a location at which the selected forum regularly conducts such
      proceedings nearest to the Canaccord Adams office carrying the Company’s
      accounts at the time the claim arose; this venue will apply even if the Company
      has related disputes with other parties which cannot be resolved in the same
      location. Any arbitration proceeding between the Company and Canaccord Adams
      will be heard and decided by a panel of not fewer than three arbitrators. The
      law of the Commonwealth of Massachusetts will apply in all respects, including
      but not limited to determination of applicable statutes of limitation and
      available remedies. The award of the arbitrator or a majority of arbitrators
      will be final, and judgment on the award may be entered in any state or federal
      court having jurisdiction.

     

    
      
         

      

      
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    (b) The
      Company represents that it understands the terms of the arbitration clause
      contained in this Section 8.7 as follows: (i) arbitration is final and binding
      on the parties; (ii) the parties are waiving their right to seek remedies in
      court, including the right to jury trial; (iii) pre-arbitration discovery is
      generally more limited than and different from court proceedings; (iv) the
      arbitrators' award is not required to include factual findings or legal
      reasoning, and any party's right to appeal or seek modification of rulings
      by
      the arbitrators is strictly limited; (v) the panel of arbitrators will typically
      include a minority of arbitrators who were or are affiliated with the securities
      industry; (vi) no person will bring a putative or certified class action to
      arbitration, nor seek to enforce any pre-dispute arbitration agreement against
      any person who has initiated in court a putative class action or who is a member
      of a putative class who has not opted out of the class with respect to any
      claims encompassed by the putative class action until: (a) the class
      certification is denied; (b) the class is decertified; or (c) the customer
      is
      excluded from the class by the court. Such forbearance to enforce an agreement
      to arbitrate will not constitute a waiver of any rights under this Plan except
      to the extent stated herein.

    


    NOTICE:
      THIS AGREEMENT CONTAINS A PRE-DISPUTE ARBITRATION PROVISION IN SECTION
      8.7.

    


    IN
      WITNESS WHEREOF, the undersigned have signed this Stock Repurchase Plan as
      of
      the date first written above.

     

    Date:
      June 12, 2008

     

    
      
        	 	 	 
	 	RELIV
                INTERNATIONAL, INC.
	 
 	 
 	 
 
	 	By:  	/s/
                Robert L.
                Montgomery          
                
	 	
                Robert L. Montgomery

                Chief Executive Officer

              
	 	 


      

    

     

    
      
        	 	 	 
	 	CANACCORD
                ADAMS,
                INC.
	 
 	 
 	 
 
	 	By:  	
                /s/
                  Thomas
                  Gabel                       
                  

              
	 	
                Name: 
                  Thomas Gabel

                Title:   
                  Managing Director

              
	 	 


      

    

     

    
      
         

      

      
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