Southwest
Bank 


PROMISSORY
NOTE


	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Principal

  	
  Loan Date

  	
  Maturity

  	
  Loan No

  	
  Call/Coll

  	
  Account

  	
  Officer

  	
   

  
	
  $15,000,000.00

  	
  04-20-2005

  	
  04-20-2007

  	
  2006943-22003

  	
  M100S/G0

  	
  00000007967

  	
  32689

  	
  Initials

  
	
  


  	
  


  	
  


  	
  


  	
  


  	
  


  	
  


  	
  


  
	
  References in the
  shaded area are for Lender’s use only and do not limit the applicability of
  this document to any particular loan or item.
Any item above containing “***” has been omitted due to text length limitations.

  






	
     

	
   

  	
   

  	
   

  
	
  Borrower:

  	
  Reliv International, Inc.

  	
  Lender:

  	
  Southwest Bank of St. Louis

  
	
   

  	
  PO Box 405

  	
   

  	
  Clayton

  
	
   

  	
  Chesterfield, MO 63006-0405 700

  	
   

  	
  Corporate Park Drive

  
	
   

  	
   

  	
   

  	
  Clayton, MO 63105

  




	
   

  	
   

  
	
  


  	
  


  
	
  Principal Amount: $15,000,000.00

  	
  Date
  of Note: April 20, 2005

  



PROMISE
TO PAY. Reliv International, Inc. (“Borrower”) promises to pay to Southwest Bank
of St. Louis (“Lender”), or order, in lawful money of the United States of
America, the principal amount of Fifteen Million & 00/100 Dollars
($15,000,000.00) or so much as may be outstanding, together with interest on
the unpaid outstanding principal balance of each advance. Interest shall be
calculated from the date of each advance until repayment of each advance.


PAYMENT.
Borrower will pay this loan in one payment of all outstanding principal plus
all accrued unpaid interest on April 20, 2007. In addition, Borrower will pay
regular monthly payments of all accrued unpaid interest due as of each payment
date, beginning May 20, 2005, with all subsequent interest payments to be due
on the same day of each month after that. Unless otherwise agreed or required
by applicable law, payments will be applied to Accrued Interest, Credit Life
Premiums, Principal, Late Charges, and Escrow. The annual interest rate for
this Note is computed on a 365/360 basis; that is, by applying the ratio of the
annual interest rate over a year of 360 days, multiplied by the outstanding
principal balance, multiplied by the actual number of days the principal
balance is outstanding. Borrower will pay Lender at Lender’s address shown
above or at such other place as Lender may designate in writing.


VARIABLE
INTEREST RATE. The interest rate on this Note is subject to
change from time to time based on changes in an independent index which is the
British Bankers Association (BBA) LIBOR and reported by a major news service
selected by Lender (such as Reuters, Bloomberg or Moneyline Telerate). If BBA
LIBOR for the selected period is not provided or reported on the first day of a
month because, for example, it is a weekend or holiday or for another reason,
the LIBOR Rate shall be established as of the preceding day on which a BBA
LIBOR rate is provided for the selected period and reported by the selected
news service (the “Index”). The Index is not necessarily the lowest rate
charged by Lender on its loans. If the Index becomes unavailable during the
term of this loan, Lender may designate a substitute index after notice to
Borrower. Lender will tell Borrower the current Index rate upon Borrower’s
request. The interest rate change will not occur more often than each first day
of each calendar month. Borrower understands that Lender may make loans based
on other rates as well. The interest rate to be applied to the unpaid principal
balance of this Note will be at a rate equal to the Index. NOTICE: Under no
circumstances will the interest rate on this Note be more than the maximum rate
allowed by applicable law.


PREPAYMENT.
Borrower may pay without penalty all or a portion of the amount owed earlier
than it is due. Early payments will not, unless agreed to by Lender in writing,
relieve Borrower of Borrower’s obligation to continue to make payments of
accrued unpaid interest. Rather, early payments will reduce the principal
balance due. Borrower agrees not to send Lender payments marked “paid in full”,
“without recourse”, or similar language. If Borrower sends such a payment,
Lender may accept it without losing any of Lender’s rights under this Note, and
Borrower will remain obligated to pay any further amount owed to Lender. All
written communications concerning disputed amounts, including any check or
other payment instrument that indicates that the payment constitutes “payment
in full” of the amount owed or that is tendered with other conditions or
limitations or as full satisfaction of a disputed amount must be mailed or
delivered to: Southwest Bank of St. Louis, Clayton, 700 Corporate Park Drive,
Clayton, MO 63105.


LATE
CHARGE. If a payment is more than 15 days late, Borrower will
be charged 5.000% of the unpaid portion of
the regularly scheduled payment.


INTEREST
AFTER DEFAULT. Upon default, including failure to pay upon
final maturity, Lender, at its option, may, if permitted under applicable law,
increase the variable interest rate on this Note to 3.000 percentage points
over the Index. The interest rate will not exceed the maximum rate permitted by
applicable law.


	
   

  	
   

  
	
  DEFAULT. Each of
  the following shall constitute an event of default (“Event of Default”) under
  this Note:

  
	
   

  	
   

  
	
   

  	
  Payment Default.
  Borrower fails to make any payment when due under this Note.

  
	
   

  	
   

  
	
   

  	
  Other Defaults.
  Borrower fails to comply with or to perform any other term, obligation,
  covenant or condition contained in this Note or in any of the related
  documents or to comply with or to perform any term, obligation, covenant or
  condition contained in any other agreement between Lender and Borrower.

  
	
   

  	
   

  
	
   

  	
  Default in Favor of Third Parties. Borrower
  or any Grantor defaults under any loan, extension of credit, security
  agreement, purchase or sales agreement, or any other agreement, in favor of
  any other creditor or person that may materially affect any of Borrower’s
  property or Borrower’s ability to repay this Note or perform Borrower’s
  obligations under this Note or any of the related documents.

  
	
   

  	
   

  
	
   

  	
  False Statements.
  Any warranty, representation or statement made or furnished to Lender by
  Borrower or on Borrower’s behalf under this Note or the related documents is
  false or misleading in any material respect, either now or at the time made
  or furnished or becomes false or misleading at any time thereafter.

  
	
   

  	
   

  
	
   

  	
  Insolvency. The
  dissolution or termination of Borrower’s existence as a going business, the
  insolvency of Borrower, the appointment of a receiver for any part of
  Borrower’s property, any assignment for the benefit of creditors, any type of
  creditor workout, or the commencement of any proceeding under any bankruptcy
  or insolvency laws by or against Borrower. 

  
	
   

  	
   

  
	
   

  	
  Creditor or Forfeiture Proceedings.
  Commencement of foreclosure or forfeiture proceedings, whether by judicial
  proceeding, self-help, repossession or any other method, by any creditor of
  Borrower or by any governmental agency against any collateral securing the
  loan. This includes a garnishment of any of Borrower’s accounts, including
  deposit accounts, with Lender. However, this Event of Default shall not apply
  if there is a good faith dispute by Borrower as to the validity or
  reasonableness of the claim which is the basis of the creditor or forfeiture
  proceeding and if Borrower gives Lender written notice of the creditor or
  forfeiture proceeding and deposits with Lender monies or

  













	
   

  	
   

  	
   

  
	
   

  	
  PROMISSORY
  NOTE

  	
   

  
	
  Loan No: 2006943-22003

  	
  (Continued)

  	
  Page 2
  

  
	
   

  	
   

  	
   

  
	
  


  	
  


  	
  


  






	
   

  	
   

  
	
   

  	
  a surety bond for the creditor or forfeiture
  proceeding, in an amount determined by Lender, in its sole discretion, as
  being an adequate reserve or bond for the dispute.

  
	
   

  	
   

  
	
   

  	
  Events Affecting Guarantor.
  Any of the preceding events occurs with respect to any guarantor, endorser,
  surety, or accommodation party of any of the indebtedness or any guarantor,
  endorser, surety, or accommodation party dies or becomes incompetent, or
  revokes or disputes the validity of, or liability under, any guaranty of the
  indebtedness evidenced by this Note. In the event of a death, Lender, at its
  option, may, but shall not be required to, permit the guarantor’s estate to
  assume unconditionally the obligations arising under the guaranty in a manner
  satisfactory to Lender, and, in doing so, cure any Event of Default.

  
	
   

  	
   

  
	
   

  	
  Change In Ownership.
  Any change in ownership of twenty-five percent (25%) or more of the common
  stock of Borrower.

  
	
   

  	
   

  
	
   

  	
  Adverse Change. A
  material adverse change occurs in Borrower’s financial condition, or Lender
  believes the prospect of payment or performance of this Note is impaired.

  
	
   

  	
   

  
	
   

  	
  Insecurity.
  Lender in good faith believes itself insecure.

  



LENDERS
RIGHTS. Upon default, Lender may declare the entire unpaid
principal balance on this Note and all accrued unpaid interest immediately due,
and then Borrower will pay that amount.


ATTORNEYS
FEES; EXPENSES. Lender may hire or pay someone else to help
collect this Note if Borrower does not pay. Borrower will pay Lender that
amount. This includes, subject to any limits under applicable law, Lender’s
attorneys’ fees and Lender’s legal expenses whether or not there is a lawsuit,
including attorneys’ fees and expenses for bankruptcy proceedings (including
efforts to modify or vacate any automatic stay or injunction), and appeals. If
not prohibited by applicable law, Borrower also will pay any court costs, in
addition to all other sums provided by law.


JURY
WAIVER. Lender and Borrower hereby waive the right to any jury trial in any
action, proceeding, or counterclaim brought by either Lender or Borrower
against the other.


GOVERNING
LAW. This Note will be governed by federal law applicable to Lender and, to the
extent not preempted by federal law, the laws of the State of Missouri without
regard to its conflicts of law provisions. This Note has been accepted by
Lender in the State of Missouri.


CHOICE
OF VENUE. If there is a lawsuit, Borrower agrees upon
Lender’s request to submit to the jurisdiction of the courts of St Louis
County, State of Missouri.


DISHONORED
ITEM FEE. Borrower will pay a fee to Lender of $15.00 if
Borrower makes a payment on Borrower’s loan and the check or preauthorized
charge with which Borrower pays is later dishonored.


RIGHT OF
SETOFF. To the extent permitted by applicable law, Lender
reserves a right of setoff in all Borrower’s accounts with Lender (whether
checking, savings, or some other account). This includes all accounts Borrower
holds jointly with someone else and all accounts Borrower may open in the
future. However, this does not include any IRA or Keogh accounts, or any trust
accounts for which setoff would be prohibited by law. Borrower authorizes
Lender, to the extent permitted by applicable law, to charge or setoff all sums
owing on the debt against any and all such accounts.


LINE OF
CREDIT. This Note evidences a revolving line of credit.
Advances under this Note, as well as directions for payment from Borrower’s
accounts, may be requested orally or in writing by Borrower or by an authorized
person. Lender may, but need not, require that all oral requests be confirmed
in writing. Borrower agrees to be liable for all sums either: (A) advanced in
accordance with the instructions of an authorized person or (B) credited to any
of Borrower’s accounts with Lender. The unpaid principal balance owing on this
Note at any time may be evidenced by endorsements on this Note or by Lender’s
internal records, including daily computer print-outs. Lender will have no
obligation to advance funds under this Note if: (A) Borrower or any guarantor
is in default under the terms of this Note or any agreement that Borrower or
any guarantor has with Lender, including any agreement made in connection with
the signing of this Note; (B) Borrower or any guarantor ceases doing business
or is insolvent; (C) any guarantor seeks, claims or otherwise attempts to
limit, modify or revoke such guarantor’s guarantee of this Note or any other
loan with Lender; (D) Borrower has applied funds provided pursuant to this Note
for purposes other than those authorized by Lender; or (E) Lender in good faith
believes itself insecure.


PRICING
GRID. An exhibit, titled “Pricing Grid,” is attached to this
Note and by this reference is made a part of this Note just as if all the
provisions, terms and conditions of the Exhibit had been fully set forth in
this Note.


SUCCESSOR
INTERESTS. The terms of this Note shall be binding upon
Borrower, and upon Borrower’s heirs, personal representatives, successors and
assigns, and shall inure to the benefit of Lender and its successors and
assigns.


GENERAL
PROVISIONS. Lender may delay or forgo enforcing any of its
rights or remedies under this Note without losing them. Borrower and any other
person who signs, guarantees or endorses this Note, to the extent allowed by
law, waive presentment, demand for payment, and notice of dishonor. Upon any
change in the terms of this Note, and unless otherwise expressly stated in
writing, no party who signs this Note, whether as maker, guarantor,
accommodation maker or endorser, shall be released from liability. All such
parties agree that Lender may renew or extend (repeatedly and for any length of
time) this loan or release any party or guarantor or collateral; or impair,
fail to realize upon or perfect Lender’s security interest in the collateral;
and take any other action deemed necessary by Lender without the consent of or
notice to anyone. All such parties also agree that Lender may modify this loan
without the consent of or notice to anyone other than the party with whom the
modification is made. The obligations under this Note are joint and several.


ORAL
AGREEMENTS OR COMMITMENTS TO LOAN MONEY, EXTEND CREDIT OR TO FOREBEAR FROM
ENFORCING REPAYMENT OF A DEBT INCLUDING PROMISES TO EXTEND OR RENEW SUCH DEBT
ARE NOT ENFORCEABLE, REGARDLESS OF THE LEGAL THEORY UPON WHICH IT IS BASED THAT
IS IN ANY WAY RELATED TO THE CREDIT AGREEMENT. TO PROTECT YOU (BORROWER(S)) AND
US (LENDER) 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.










	
   

  	
   

  	
   

  
	
   

  	
  PROMISSORY
  NOTE

  	
   

  
	
  Loan No: 2006943-22003

  	
  (Continued)

  	
  Page 3

  
	
  


  





JURY
WAIVER. Lender and Borrower hereby waive the right to any jury trial in any
action, proceeding, or counterclaim brought by either Lender or Borrower
against the other.


PRIOR TO
SIGNING THIS NOTE, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS
NOTE, INCLUDING THE VARIABLE INTEREST RATE PROVISIONS. BORROWER AGREES TO THE
TERMS OF THE NOTE.


BORROWER
ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THIS PROMISSORY NOTE.


BORROWER:


Reliv
International, Inc.


	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By: 

  	
  /s/ Robert L. Montgomery

  	
  6/7/05

  	
   

  	
  By: 

  	
  /s/ Steven D. Albright

  	
  6/7/05

  
	
   

  	
  


  	
   

  	
   

  	
  


  	
  


  
	
  Robert L. Montgomery, President of
  Reliv

  	
   

  	
  Steven D. Albright, CFO of Reliv
  International, Inc.

  
	
  International, Inc.

  	
   

  	
   

  












PRICING
GRID


	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Principal $15,000,000.00

  	
  Loan Date 

  04-20-2005

  	
  Maturity 

  04-20-2007

  	
  Loan No 

  2006943-22003

  	
  Call/Coll 

  M100S/G0

  	
  Account
00000007967

  	
  Officer 

  32689

  	
  Initials

  
	
  


  
	
  References in the
  shaded area are for Lender’s use only and do not limit the applicability of
  this document to any particular loan or item.
Any item above containing “***”
  has been omitted due to text length limitations.

  






	
   

  	
   

  	
   

  	
   

  
	
  Borrower:

  	
  Reliv International, Inc.

  	
  Lender:

  	
  Southwest Bank of St. Louis

  
	
   

  	
  PO Box 405

  	
   

  	
  Clayton

  
	
   

  	
  Chesterfield, MO 63006-0405 700

  	
   

  	
  Corporate Park Drive

  
	
   

  	
   

  	
   

  	
  Clayton, MO 63105

  
	
   

  	
   

  	
   

  	
   

  
	
  


  



This
PRICING GRID is attached to and by this reference is made a part of the
Promissory Note, dated April 20, 2005, and executed in connection with a loan
or other financial accommodations between SOUTHWEST BANK OF ST. LOUIS and
Reliv’ International, Inc.


The percentage points over the index (“Applicable
Margin”) shall be adjusted as follows:


Applicable
Margin is initially set at LIBOR + 1.25%, and will adjust quarterly
corresponding to the Total Funded Debt/EBITDA Ratio (as defined in the
financial covenants and ratios section of the Loan Agreement) in the table
below. The Total Funded Debt/EBITDA Ratio will be calculated based on the
quarterly consolidated statements (referred to in the financial statements
section of the Loan Agreement) for the fiscal quarter ending March 31, June 30,
September, and December 31 of each year. The adjusted Applicable Margin will
commence three business days after the receipt of the applicable quarterly
consolidated statements. In the event Borrower does not deliver the quarterly
consolidated statements as required in the Loan Agreement, Lender may adjust
the Applicable Margin 1.65% at any time after the statements were required. The
Applicable Margin shall be readjusted three business days after receipt of such
statements.


	
   

  	
   

  	
   

  
	
  Total Debt/EBITDA

  	
   

  	
  Rate

  
	
  


  	
   

  	
  


  
	
   

  	
   

  	
   

  
	
  Over 3.00x

  	
   

  	
  LIBOR + 2.00%

  
	
  2.25 to 2.99x

  	
   

  	
  LIBOR + 1.75%

  
	
  1.51 to 2.24x

  	
   

  	
  LIBOR + 1.50%

  
	
  Below 1.50x

  	
   

  	
  LIBOR + 1.25%

  
	
   

  	
   

  	
   

  



Accepted:
Southwest Bank of St. Louis



	
   

  	
   

  	
   

  
	
  X

  	
  /s/ Lvav Shamir

  	
   

  
	
   

  	
  


  	
   

  
	
  By:

  	
   

  	
   

  



THIS PRICING GRID IS EXECUTED ON JUNE 7, 2005.


BORROWER:




	
  By:

  	
  /s/ Robert L. Montgomery

  	
   

  
	
   

  	
  


  	
   

  
	
   

  	
  Robert L. Montgomery, President of Reliv

  	
   

  
	
   

  	
  International, Inc.

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Steven D. Albright

  	
   

  
	
   

  	
  


  	
   

  
	
  

  	
  Steven D. Albright, CFO of Reliv International, Inc.