Exhibit
      10.18

      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 Steven G. Hastings, an individual
        whose address is 18180 Bent Ridge, Wildwood, 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.


      
        
           

        

        
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      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.

      


      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.


      
        
           

        

        
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      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.


      
        
           

        

        
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      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.


      
        
           

        

        
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      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.


      
        
           

        

        
          5

          
            

          

        

        
           

        

      


      


      


      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/ Robert S. Montgomery
	 	 	 	          Authorized Officer
	 	 	 	 
	 	 	 	 /s/ Steven G.
                  Hastings
	 	 	 	 Steven G. Hastings
	 	 	 	 


        

         



      
        
           

        

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