EXHIBIT 10.1








April 20, 2005


Mr. Robert L. Montgomery

Mr. Stephen D. Albright

Reliv’ International, Inc.

136 Chesterfield Industrial Blvd.

Chesterfield, MO 63005


Dear Mr. Montgomery & Mr. Albright:


          This
Letter Agreement (the “Agreement”) is made and entered into as of this 20th day
of April, 2005, by and between Reliv’ International, Inc. (the “Customer”)
and Southwest
Bank of St. Louis (the “Lender”).


          Customer
covenants that so long as any obligation is owed to Lender or Lender has any
outstanding commitment to lend to Customer, under the terms and conditions of
any promissory note from Customer to Lender under the Revolving Loan(s), in the aggregate
principal amount of $15,000,000.00
(the “Note(s)”) and all extensions, renewals or modifications of the Note(s):


	
   

  	
   

  	
   

  	
   

  
	
   

  	
  1.

  	
  Lender shall have received the
  following security documents (the “Security Documents”) in form and substance
  satisfactory to Lender:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (i)

  	
  Promissory Note;

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (ii)

  	
  General Business Security Agreement;

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (iii)

  	
  UCC Financing Statements as required by Lender;

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (iv)

  	
  Organization Perfection Certificate; and

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (v)

  	
  Deed of Trust on property located at 112 & 136
  Chesterfield Industrial Blvd., Chesterfield, MO 63005.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  2.

  	
  Customer shall furnish
  to Lender, as soon as available, such financial information respecting
  Customer as Lender from time to time requests, and without request furnish to
  Lender:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (i)

  	
  Within 120 days after the end of each fiscal year of
  Customer, a balance sheet of Customer as of the close of such fiscal year and
  related statements of income and retained earnings and cash flow for such
  year all in reasonable detail and satisfactory in scope to Lender, prepared
  in accordance with generally accepted accounting principles applied on a
  consistent basis, audited by an independent certified public accountant,
  selected by Customer and acceptable to Lender. 

  



Lclose(N-S)Reliv International-Ltr Agt -caw

5/20/2005

Acct: 2006943










	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (ii)

  	
  Within 45 days after the end of each third month, a
  balance sheet of Customer as of the end of such third month and related
  statements of income and retained earnings and cash flow for the period from
  the beginning of the fiscal year to the end of such third month, prepared in
  accordance with generally accepted accounting principles applied on a
  consistent basis, certified, subject to normal year-end adjustments, by a
  financial representative of Customer.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  3.

  	
  Customer shall timely perform
  and observe the following financial covenant, all calculated in accordance
  with generally accepted accounting principles applied on a consistent basis:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (i)

  	
  Maintain at all times a tangible net worth of not
  less than $10,500,000.00, tested quarterly.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (ii)

  	
  Maintain at all times Total
  Funded Debt to EBITDA of not greater than 3.50 to 1.00, tested quarterly.
  “Total Funded Debt” shall mean the principal balance outstanding under the
  Loans. “EBITDA” shall mean, for any period, operating income for such period
  plus all amounts deducted in arriving at such operating income in respect of
  (i) all interest expense with respect to all indebtedness, (ii) all taxes
  imposed on or measured by income or excess profits (whether deferred or
  paid), (iii) all charges for depreciation of fixed assets and (iv) charges for
  amortization of intangibles.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  4.

  	
  Customer agrees to pay the
  following nonrefundable fees as a condition of access to credit under this
  Agreement:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (i)

  	
  Commitment fee in an amount equal to 0.25% per year
  of the average daily-unused portion of the Revolving Loan.



  
	
   

  	
  5.

  	
  This Letter Agreement amends and restates an
  existing Letter Agreement dated December 1, 2003 between Customer and Lender.

  



          A
breach of any term or condition in this Agreement shall constitute an
additional event of default under the Note(s) and Lender may, at its option,
declare the Note(s) due and payable, and may pursue all remedies available to
it with regard to the Note(s). The undersigned shall reimburse Lender for all
expenses incurred by it in protecting or enforcing its rights under this
Note(s), including without limitation, costs of administration of the Note(s)
and costs of collection before and after judgement, including reasonable
attorney’s fees and legal expenses.


          In
the case of any ambiguity or conflict between this Agreement, any note
evidencing a Loan, or any Security Document, this Agreement will govern.


Lclose(N-S)Reliv International-Ltr Agt -caw

5/20/2005

Acct: 2006943








          Please
confirm your acknowledgment and acceptance of the terms and conditions of this
Agreement by signing and dating below.


	
   

  	
   

  
	
  Very truly yours,

  	
  Very truly yours,

  






	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By: /s/ Lvav Shamir

  	
   

  	
  By: /s/ Scott Larson

  
	
   

  	
  


  	
   

  	
   

  	
   

  	
  


  	
   

  	
   

  
	
       
  Lvav Shamir, Assistant Vice President

  	
   

  	
  Title: Senior Vice President

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Accepted and Agreed:  June 7, 2005

  






	
   

  	
   

  	
   

  	
   

  
	
  Reliv’
  International, Inc.

  
	
   

  
	
  By: /s/ Robert L.
  Montgomery           6/7/05

  	
   

  
	
   

  	
  


  	
   

  	
   

  
	
        Robert L. Montgomery, President

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By: /s/ Steven D.
Albright                 6/7/05

  	
   

  	
   

  
	
   

  	
  


  	
   

  	
   

  
	
        Stephen D.
  Albright, CFO

  	
   

  	
   

  



Lclose(N-S)Reliv International-Ltr Agt -caw

5/20/2005

Acct: 2006943