Exhibit
      10.16


    SPLIT-DOLLAR
      AGREEMENT

     

    THIS
      AGREEMENT
      is made
      and entered into this 1st day of May, 2006 by and among Reliv International,
      Inc., a Delaware corporation, with its principal offices and place of business
      at 136 Chesterfield Industrial Boulevard, Chesterfield, Missouri 63005
      (hereinafter referred to as the “Company”) and Robert S. Montgomery, an
      individual whose address is 107 Glendalough Lane, St. Charles, Missouri
      (hereinafter referred to as the “Executive”).

    


    WHEREAS,
      Executive is employed by the Company;

    


    WHEREAS,
      Executive wishes to provide life insurance protection for his family in the
      event of his death, under a policy of life insurance insuring his life
      (hereinafter referred to as the “Policy”), which is described in Exhibit A
      attached hereto, and which has been issued by Metropolitan Life Insurance
      Company (hereinafter referred to as the “Insurer”);

    


    WHEREAS,
      the Company is willing to pay premiums due on the Policy as an additional
      employment benefit for Executive, on the terms and conditions set
      forth;

    


    WHEREAS,
      the Company is the owner of the Policy and, as such, possesses all of the
      incidents of ownership of the policy; and,

    


    WHEREAS,
      the Company wishes to retain such ownership rights in order to secure the
      repayment of the amounts which it will pay toward the premiums on the
      Policy.

    


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

    


    1. Purchase
      of Policy.
      The
      Company has purchased the Policy from the Issuer in the total face amount of
      $500,000. The parties hereto have taken all necessary action to cause the
      Insurer to issue the Policy, and shall take any further action which may be
      necessary to cause the Policy to conform to the provisions of this Agreement.
      The parties hereto agree that the Policy shall be subject to the terms and
      conditions of this Agreement and of the endorsement to the Policy filed with
      the
      Insurer.

    


    2. Ownership
      of the Policy.
      The
      Company shall be the sole and absolute owner of the Policy, and may exercise
      all
      ownership rights granted to the owner thereof by the terms of the Policy, except
      as my otherwise be provided herein.

    


    3. Election
      of Settlement Option and Beneficiary.
      The
      Executive may select the settlement option for payment of the death benefit
      provided under the Policy and the beneficiary or beneficiaries to receive the
      portion of the Policy proceeds to which the Executive is entitled hereunder,
      by
      specifying the same in a written notice to the Company. Upon receipt of such
      notice, the Company shall execute and deliver to the Insurer the forms necessary
      to elect the requested settlement option and to designate the requested persons,
      persons or entity as the beneficiary or beneficiaries to receive the death
      proceeds of the Policy in excess of the amount to which the Company is entitled
      hereunder. The parties do agree to take all action necessary to cause the
      beneficiary designation and settlement election provisions of the Policy to
      conform to the provisions hereof. The Company shall not terminate, alter or
      amend such designation or election without the express written consent of the
      Executive.

    


    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

    4.
       Payment
      of Premiums.
      On or
      before the due date of each Policy premium, or within the grace period provided
      therein, the Company shall pay the full amount of the premium to the Insurer,
      and shall, upon request, promptly furnish to the Executive evidence of timely
      payment of such premium. The Company annually shall furnish to the Executive
      a
      statement of the amount of income reportable by the Executive for federal and
      state income tax purposes as a result of the insurance protection
      provided.

    


    5. Designation
      of Policy Beneficiary/Endorsement.
      Contemporaneously with the execution of this Agreement, the Company has executed
      a beneficiary designation for and/or an endorsement to the Policy, under the
      form used by the Insurer for such designations, in order to secure the
      Corporation’s recovery of the amount of the premiums on the Policy paid by the
      Corporation hereunder. Such beneficiary designation or endorsement shall not
      be
      terminated, altered or amended by the Company without the express written
      consent of the Executive. The parties hereto agree to take all actions necessary
      to cause such beneficiary designation or endorsement to conform to the
      provisions of this Agreement.

    


    6. Limitations
      on Company’s Rights in Policy.
      Except
      as otherwise provided herein, the Company shall not sell, assign, transfer,
      surrender or cancel the Policy, change the beneficiary designation provision
      thereof, or terminate the dividend election thereof without, in any such case,
      the express written consent of the Executive.

    


    7.
       Policy
      Loans.
      The
      Company may pledge or assign the Policy, subject to the terms and conditions
      of
      this Agreement, for the sole purpose of securing a loan from the Insurer or
      from
      a third party. The amount of such loan, including accumulated interest thereon
      shall not exceed the lesser of (i) the amount of the premiums on the Policy
      paid
      by the Company hereunder or (ii) the cash surrender value of the Policy (as
      defined herein) as of the date to which premiums have been paid. Interest
      charges on such loan shall be paid by the Company. If the Company so encumbers
      the Policy, other than by a policy loan from the Insurer, then, upon death
      of
      the Executive or upon election of the Executive hereunder to purchase the Policy
      from the Company, the Company shall take all action necessary to secure the
      release or discharge of such encumbrance.

    


    8.
       Collection
      of Death Proceeds.
      

    


    8.1 Upon
      the
      death of the Executive, the Company shall cooperate with the beneficiary or
      beneficiaries designated by the Executive to take whatever action is necessary
      to collect the death benefit provided under the Policy; when such benefit has
      been collected and paid as provided herein, this Agreement shall thereupon
      terminate.

    


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    8.2 Upon
      the
      death of the Executive, the Company shall have the unqualified right to receive
      a portion of such death benefit equal to the greater of (i) one-third thereof
      or
      (ii) the greater of the total amount of premiums paid by it hereunder or the
      then cash surrender value of the policy, such amount reduced by the amount,
      if
      any, of indebtedness against the Policy existing at the date of the death of
      the
      Executive (including any interest due on such indebtedness). The balance of
      the
      death benefit provided under the Policy, if any, shall be paid directly to
      the
      beneficiary or beneficiaries designated by the Company at the direction of
      the
      Executive, in the manner and in the amount or amounts provided in the
      beneficiary designation provisions of the Policy. In no event shall the amount
      payable to the Company hereunder exceed the Policy proceeds payable at the
      death
      of the Executive. No amount shall be paid from such death benefit to the
      beneficiary or beneficiaries designated by the Company at the direction of
      the
      Executive until the full amount due the Company hereunder has been paid. The
      parties hereto agree that the beneficiary designation provision of the Policy
      shall conform to the provisions hereof.

    


    8.3 Notwithstanding
      any provision hereof to the contrary, in the event that, for any reason
      whatsoever, no death benefit is payable under the Policy upon the death of
      the
      Executive and in lieu thereof the Insurer refunds all or any part of the
      premiums paid for the Policy, the Company and the Executive’s beneficiary or
      beneficiaries shall have the unqualified right to share such premiums based
      on
      their respective cumulative contributions thereto.

    


    9.
       Termination
      of Agreement During Executive’s Lifetime.

    


    9.1 This
      Agreement shall terminate during the Executive’s lifetime, without notice, upon
      the occurrence of any of the following events: (a) a total cessation of the
      Company’s business, (b) bankruptcy, receivership or dissolution of the Company
      or (c) termination of the Executive’s full-time employment by the Company (other
      than by reason of his death).

    


    9.2 In
      addition, the Executive may terminate this Agreement at any time by written
      notice to the Company, such termination to be effective as of the date such
      notice is given.

    


    
      
        10.
          Disposition
          of Policy on Termination of Agreement During Executive’s
          Lifetime.

      

    

    


    10.1 For
      sixty
      (60) days after the date of the termination of this Agreement during Executive’s
      lifetime, the Executive shall have the assignable option to purchase the Policy
      from the Company. The purchase price for the Policy shall be an amount equal
      to
      the then Fair Market Value of the Policy as determined pursuant to Revenue
      Procedure 2005-25 or the most recent guidance regarding proper valuation of
      a
      life insurance policy. Upon receipt of such amount, the Company shall transfer
      all of its right, title and interest in and to the Policy to the Executive,
      or
      his assignee, by the execution and delivery of an appropriate instrument of
      transfer.

    


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    10.2 If
      the
      Executive or his assignee fails to exercise such option with such sixty (60)
      day
      period, then the Company may enforce its right to be repaid for the premiums
      which it paid hereunder by surrendering or canceling the Policy for its cash
      surrender value, or it may change the beneficiary designation provisions of
      the
      Policy, naming itself or any other person or entity as revocable beneficiary
      thereof, or exercise any other ownership rights in and to the Policy, without
      regard to the provisions hereof. Thereafter, neither the Executive, his assignee
      nor their heirs, assigns or beneficiaries shall have any further interest in
      or
      to the Policy, either under the terms thereof or under this
      Agreement.

    


    11.
        Insurer
      Not a Party.
      The
      Insurer shall be fully discharged from its obligations under the Policy by
      payment of the death benefit to the beneficiary or beneficiaries named in the
      Policy, subject to the terms and conditions of the Policy. In no event shall
      the
      Insurer be considered a party to this Agreement, or any modification or
      amendment hereof. No provision of this Agreement, nor of any modification or
      amendment hereof, shall in any way be construed as enlarging, changing, varying
      or in any other way affecting the obligations of the Insurer as expressly
      provided in the Policy, except insofar as the provisions hereof are made a
      part
      of the Policy by the beneficiary designation executed by the Company and filed
      with the Insurer in connection herewith.

    


    12.
        Assignment
      by Executive.
      Notwithstanding any provision hereof to the contrary, the Executive shall have
      the right absolutely and irrevocably to assign by gift all of his right, title
      an interest in and to this Agreement and to the Policy to an assignee. This
      right shall be exercisable by the execution and delivery to the Company of
      a
      written assignment, in substantially the form attached hereto as Exhibit B,
      which by this reference is made a part hereof. Upon receipt of such written
      assignment executed by the Executive and duly accepted by the assignee thereof,
      the Company shall consent thereto in writing, and shall thereafter treat the
      Executive’s assignee as the sole owner of all of the Executive’s right, title
      and interest in and to this Agreement and in and to the Policy. Thereafter,
      the
      Executive shall have no right, title or interest in or to this Agreement or
      the
      Policy, all such rights being vested in and exercisable only by such
      assignee.

    


    13.
        Named
      Fiduciary, Determination of Benefits, Claims Procedure and Administration.

    


    13.1 The
      Company is hereby designated as the named fiduciary under this Agreement. The
      named fiduciary shall have the authority to control and manage the operation
      and
      administration of this Agreement, and it shall be responsible for establishing
      and carrying out a funding policy and method consistent with the objectives
      of
      this Agreement.

    


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    13.2 (1)
      Claim.

    


    A
      person
      who believes that he or she is being denied a benefit to which he or she is
      entitled under this Agreement (hereinafter referred to as “Claimant”) may file a
      written request for such benefit with the Company, setting forth his or her
      claim. The request must be addressed to the President of the Company at its
      then
      principal place of business.

    


    (2)
      Claim
      Decision. 

    


    Upon
      receipt of a claim, the Company shall advise the Claimant that a reply will
      be
      forthcoming within ninety (90) days and shall, in fact, deliver such reply
      within such period. The Company may, however, extend the reply period for an
      additional ninety (90) days for reasonable cause.

    


    If
      the
      claim is denied in whole or in part, the Company shall adopt a written opinion,
      using language calculated to be understood by the Claimant, setting forth:
      (a)
      the specific reason or reasons for such denial; (b) the specific reference
      to
      pertinent provisions of this Agreement on which such denial is based; (c) a
      description of any additional material or information necessary for the Claimant
      to perfect his or her claim and an explanation why such material or such
      information is necessary; (d) appropriate information as to the steps to be
      taken if the Claimant wishes to submit the claim for review; and (e) the time
      limits for requesting a review under subsection (3) and for review under
      subsection (4) hereof.

    


    (3)
      Request for Review.

    


    Within
      sixty (60) days after the receipt by the Claimant of the written opinion
      described above, the Claimant may request in writing that the Secretary of
      the
      Company review the determination of the Company. Such request must be addressed
      to the Secretary of the Corporation, at its then principal place of business.
      The Claimant or his or her duly authorized representative may, but need not,
      review the pertinent documents and submit issues and comments in writing for
      consideration by the Company. If the Claimant does not request a review of
      the
      Company’s determination by the Secretary of the Company within such sixty (60)
      day period, he or she shall be barred and estopped from challenging the
      Company’s determination.

     

    (4)
      Review of Decision.

    


    Within
      sixty (60) days after the Secretary’s receipt of a request for review, he or she
      will review the Company’s determination. After considering all materials
      presented by the Claimant, the Secretary will render a written opinion, written
      in a manner calculated to be understood by the Claimant, setting forth the
      specific reasons for the decision and containing specific references to the
      pertinent provisions of this Agreement on which the decision is based. If
      special circumstances require that the sixty (60) day time period be extended,
      the Secretary will so notify the Claimant and will render the decision as soon
      as possible, but no later than one hundred twenty (120) days after receipt
      of
      the request for review.

    


    
      
        
        

      

      
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    14.
        Amendment.
      This
      Agreement may not be amended, altered or modified, except by a written
      instrument signed by the parties hereto, or their respective successors or
      assigns, and may not be otherwise terminated except as provided
      herein.

    


    15.
        Notices.

    


    15.1 Any
      notice, demand, consent, service or other communication required or permitted
      to
      be given under this Agreement shall be in writing and addressed to the party
      at
      its address stated below:

     

     

    
      	 	 If to the Company	 Robert L. Montgomery
	 	 	 Chief
              Executive Officer
	 	 	 Reliv International, Inc.
	 	 	 136 Chesterfield Industrial
              Boulevard
	 	 	 Chesterfield, MO 63005
	 	 	 
	 	 If to Executive	 At his address as shown on the books
              of
              the Company


    

     

    Any
      party
      may change the address to which notices to it shall be sent hereunder by giving
      a proper notice of such change of address to the other party
      hereunder.

    


    15.2 Notices
      may be delivered by hand, registered mail, or fax and shall be deemed to have
      been received as follows:

    


    15.2.1 If
      delivered by hand, at the time of delivery to a responsible person at the
      address for the party;

    


    15.2.2 If
      sent
      by fax, at the time of confirmation of transmission provided a confirmation
      copy
      is sent by airmail or registered mail within twenty-four hours after the
      transmission; or,

    


    15.2.3 If
      sent
      by registered mail, at the time of delivery or at the time of attempted delivery
      in the case delivery cannot be completed due to no fault of the
      sender.

    


    If
      the
      time of such deemed receipt as provided above is not during the customary
      business hours of the party, the notice shall be deemed to have been received
      at
      10:00 a.m. at the place of delivery on the first customary day of business
      thereafter.

    


    
      
        
        

      

      
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    16.
       Binding
      Effect.
      This
      Agreement shall be binding upon, and shall inure to the benefit of, the parties
      hereto and their respective successors in interest and, to the extent permitted
      herein, their assigns.

    


    17.
       Severability.
      Whenever possible, each provision 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
      provision shall be ineffective only to the extent and duration of such
      unenforceability or invalidity and the remaining substance of such provision
      and
      the remaining paragraphs of this Agreement shall in such event continue to
      be
      binding and in full force and effect.

    


    18.
       Waivers.
      Nor
      failure by a 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 to any subsequent default of the same or
      of a different nature, nor shall any delay or omission of any party to exercise
      any right arising from any default by any other party affect or impair such
      party’s rights as to such default or any subsequent default.

    


    19.
       Entire
      Agreement.
      This
      Agreement constitutes the entire agreement among the parties hereto with respect
      to the subject matter hereof and supersedes all prior written or oral
      negotiations, representations, inducements, understandings, commitments,
      contracts or agreements.

     

    20.
        Governing
      Law.
      This
      Agreement shall be governed by, and shall be construed and enforced in all
      respects in accordance with, the laws of the State of Missouri.

    


    


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

     

    
      	 	 	 	
               RELIV
                INTERNATIONAL, INC.

            
	 	 	 	 
	 	 	 	 By
              /s/ Stephen M. Merrick
	 	 	 	 Authorized Officer
	 	 	 	 
	 	 	 	 /s/ Robert S.
              Montgomery
	 	 	 	 Robert S. Montgomery
	 	 	 	 


    

    


     

    
      
        
        

      

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