EXHIBIT
      10.1

    


    EMPLOYMENT
      AGREEMENT

    


    


    THIS
      AGREEMENT
      is made
      and entered into this 26th
      day
      July, 2007, effective from July 1, 2006 and for the term provided herein, by
      and
      between Reliv'
      International, Inc.,
      a
      Delaware corporation (the "Company") and Carl
      W. Hastings
      (hereinafter referred to as the "Executive").

    


    WHEREAS,
      the
      Executive is presently, and for some time has been, employed as an Executive
      of
      the Company, pursuant to the terms of an Employment Agreement dated June 1,
      1997
      and a Services Agreement dated July 1, 2002 (“Prior Employment
      Agreement”);

    


    WHEREAS,
      the
      Company desires to be assured of the continued association and services of
      Executive and Executive desires to continue in the employment of the Company
      on
      the terms 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. Employment,
      Duties and Authority.

    


    1.1 The
      Company hereby employs Executive and Executive hereby accepts employment by
      the
      Company on the terms, covenants and conditions herein contained.

    


    1.2 The
      Executive is hereby employed by the Company as Vice Chairman and Chief
      Scientific Officer. The Executive shall have such duties, responsibilities
      and
      authority as the Chief Executive Officer, Board of Directors or Executive
      Committee of the Company shall determine from time to time. In general, it
      is
      anticipated that the services which Executive shall perform for the Company
      shall include: (i) research concerning product development for the Company,
      (ii)
      product formulation development, (iii) attendance at, and participation in,
      distributor events of the Company as requested from time to time, (iv) research
      and writing of articles in professional publications, research papers and the
      like and (v) development of quality control protocols for the Company. Executive
      shall be Chairman of the Scientific Advisory Board of the Company. With regard
      to travel for distributor functions, the Executive shall not be required to
      engage in more than two trips per year outside the area of the United States,
      Canada and Mexico.


    1.3 During
      the period from July 1, 2006 through June 30, 2009, Executive shall devote
      his
      full working and productive time, energies, interest and abilities to the
      performance of his duties hereunder and will perform such duties and
      responsibilities faithfully and with reasonable care for the welfare of the
      Company. During the period from July 1, 2009 through June 30, 2012, Executive
      shall devote approximately one-half (approximately 85 hours per month) of his
      energies, interest, abilities and productive time to the performance of his
      duties and responsibilities hereunder. The Company shall maintain an office
      for
      Executive at its principal offices and Executive may perform services at such
      office; provided, that Executive shall be entitled to perform services hereunder
      at his home or other location as well.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    1.4 During
      the term of his employment hereunder, Executive shall not perform any services
      for compensation for any Conflicting Organization (as defined in paragraph
      9.1.1
      hereof) without the express written consent of the Chief Executive Officer,
      Executive Committee or Board of Directors of the Company. Nothing herein shall
      be deemed to restrict or prohibit Executive from (i) performing services for,
      or
      providing advice or consultation to, a business enterprise which is not a
      Conflicting Organization provided that such activity does not interfere with
      the
      performance of services by Executive to the Company as provided herein, (ii)
      personal investment activities, including ownership of interests in business
      enterprises of any kind (except any enterprise engaged in the sale of products
      or services by means of network marketing), which investment activity may
      include business non-compensated communications and advice to management;
      provided that Executive shall not, without the express written consent of the
      Company, permit the use or association of his name by or with, any business
      enterprise or (iii) engaging in research and development activities in
      connection with matters unrelated to the business of the Company.

    


    2. Compensation
      and Benefits.

    


    2.1 Basic
      Salary.

    


    2.1.1 During
      the period from July 1, 2006 through June 30, 2009, the Company shall pay to
      Executive a basic salary at the rate per month of $30,000. During the period
      from July 1, 2009 through June 30, 2012, the Company shall pay to Executive
      a
      basic salary at the rate of $22,500 per month. Such basic salary shall be paid
      by the Company to Executive each month, less amounts which the Company may
      be
      required to withhold from such payments by applicable federal, state or local
      laws or regulations.

    


    2.1.2 If
      the
      Executive shall be absent from work on account of personal injuries or sickness,
      he shall continue to receive the payments provided for in paragraph 2.1.1
      hereof; provided, however, that any such payment may, at the Company's option,
      be reduced by the amount which the Executive may receive, for the period covered
      by any such payments, in disability payments (i) pursuant to any disability
      insurance which the Company, in its sole discretion, may maintain, or (ii)
      under
      any governmental program for disability compensation.

    


    2.2 Benefits;
      Expense Reimbursement.


    2.2.1 During
      the term of Executve’s employment hereunder, the Executive shall be entitled to,
      and shall receive, all other benefits of employment available to other employees
      of the Company generally, including participation in hospital, surgical, medical
      or other group health plans or accident benefits, pension or profit-sharing
      plans, or vacation plans as shall be instituted or maintained by the Company,
      in
      its sole discretion. During the term of Executive’s employment hereunder, but
      not including the Consultation Term, Executive shall participate in incentive
      compensation programs, if any, of the Company for executives at such level
      as
      the Compensation Committee and Board of Directors shall determine from time
      to
      time.

    


    
      
         

      

      
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    2.2.2 During
      the term hereof, the Company shall reimburse Executive for all reasonable and
      necessary expenses incurred by Executive in the performance of his duties
      hereunder, including without limitation, travel, meals, lodging, office supplies
      or equipment subject to such reasonable limitations, restrictions and reporting
      standards as the Board of Directors of the Company may from time to time
      establish. Executive shall provide to the Company promptly after incurring
      any
      such expenses a detailed report thereof and such information relating thereto
      as
      the Company shall from time to time require. Such information shall be
      sufficient to support the deductibility of all such expenses by the Company
      for
      federal income tax purposes.

    


    2.2.3 Specific
      benefits to which Executive shall be entitled shall be set forth on Schedule
      A
      hereto.

    


    2.3 Compensation
      Schedule.
      There
      is attached as Schedule A hereto a schedule of the basic compensation, incentive
      compensation and benefits to which Executive shall be entitled during the
      employment term of this Agreement. 

    


    3. Term.

    


    3.1 The
      employment of Executive hereunder shall be for a term commencing on July 1,
      2006
      and expiring on June 30, 2012. Executive’s employment with the Company shall
      terminate at the expiration of such employment term and, unless this Agreement
      shall have been terminated pursuant to paragraph 5 hereof, the Consultation
      Term
      of this Agreement shall commence on the day following the date upon which
      Executive’s employment hereunder shall terminate.

    


    3.2 The
      term
      of this Agreement shall be for a period of 15 years commencing on July 1,
      2006.

    


    4. Consultation
      Term.
      


    4.1 Upon
      the
      expiration or termination of the term of employment, other than a termination
      of
      this Agreement pursuant to paragraph 5.1 hereof, and commencing on the day
      following the date of such expiration for the remainder of the term of this
      Agreement (the “Consultation Term”), Executive shall be retained to provide
      consulting services to the Company and shall continue as an employee of the
      Company. During the Consultation Term, Executive shall provide consulting
      services and advice to the Company as the Company may reasonably request, from
      time to time, up to 40 hours per month. Such consulting services shall include
      advice and consultation regarding the business of the Company and may include,
      without limitation, (i) participation in distributor meetings and activities,
      (ii) research and development regarding products, (iii) evaluation of products
      and food technology. Executive shall not be required to undertake any assignment
      inconsistent with the dignity, importance, and scope of his prior position
      or
      with his physical and mental health at the time.

    


    
      
         

      

      
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    4.2 During
      the term of the Consulting Term, the Company shall pay to Executive a monthly
      consulting fee in the Current Amount for his services as provided in this
      paragraph 4. The “Current Amount” shall mean an amount determined as of July 1
      of each of the years 2012, 2015 and 2018 by multiplying the Prior Current Amount
      by a fraction the numerator of which shall be the National Consumer Price Index
      (NCPI) as of June 30 of the year in which the determination is made and the
      denominator of which shall be the NCPI as of the date such Prior Current Amount
      shall have been determined. The “Prior Current Amount” shall mean (a) for the
      determination to be made of the Current Amount as of July 1, 2012, the Base
      Amount, which is determined as of July 1, 2009 or (b) for the determinations
      to
      be made as of July 1, 2015 and 2018, the Current Amount as determined as of
      each
      of the dates July 1, 2012 or 2015, respectively. The “Base Amount” shall be
      $12,000. The Company shall withhold from such payments such amounts as it may
      be
      required to withhold under applicable federal, state or local laws or
      regulations.

    


    4.3 During
      the term of the Consulting Term, the Company shall reimburse Executive for
      all
      reasonable and necessary expenses incurred by Executive in the performance
      of
      his duties hereunder, including without limitation, travel, meals, lodging,
      office supplies or equipment subject to such reasonable limitations,
      restrictions and reporting standards as the Board of Directors of the Company
      may from time to time establish. Executive shall provide to the Company promptly
      after incurring any such expenses a detailed report thereof and such information
      relating thereto as the Company shall from time to time require. Such
      information shall be sufficient to support the deductibility of all such
      expenses by the Company for federal income tax purposes.

    


    4.4 During
      the Consultation Term, Executive shall be entitled to receive all other benefits
      of employment available to other employees of the Company generally, including
      participation in hospital, surgical, medical or other group health plans or
      accident benefits, and a car allowance but shall not be eligible for vacation
      benefits or to participate in contributions to the Company’s 401(k) or ESOP
      Plans, or in any executive incentive compensation plans. Schedule A shall be
      amended at the time of the Consultation Term to reflect such benefits.



    4.4 During
      the term of the employment of Executive hereunder and Consulting Term, the
      Company shall be entitled to use the name and likeness of Executive, and to
      reproduce, copy and disseminate, video and audio recordings of Executive,
      without additional charge or payment to Executive, in connection with
      promotional materials and activities of the Company. From and after the date
      of
      the expiration of the Term of this Agreement, or of the earlier termination
      of
      this Agreement in accordance with Paragraph 5 hereof, the Company shall be
      entitled to use the name and likeness of Executive, and to reproduce, copy
      and
      disseminate, video and audio recordings of Executive; provided, however, that
      for each calender year during which the Company shall so utilize such items,
      the
      Company shall pay to Executive, or to his heirs, representatives, or assigns
      a
      fee in the amount of $10,000. The right of the Company provided herein shall
      survive the expiration of the term of this Agreement, or its termination, for
      any reason, or the death of Executive, for a period of 20 years.

    


    
      
         

      

      
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    4.5 The
      Company may terminate the Consultation Term and its obligation to make payments
      of the consulting fees to Executive upon the occurrence of an event of default
      with respect to Executive as provided in paragraph 5 hereof.

    


    5. Termination.

    


    5.1 The
      Company shall be entitled to terminate this Agreement, and Executive’s
      employment or consultation with the Company, prior to the expiration of its
      term
      or any renewal term, on the occurrence of an event of default with respect
      to
      Executive as provided herein.

    


    5.2 For
      purposes of this Agreement, an event of default with respect to Executive shall
      include:

    


    5.2.1 Any
      failure by Executive to perform his duties, responsibilities or obligations
      hereunder in a faithful and diligent manner or with reasonable care and (if
      such
      failure can be cured) the failure by Executive to cure such failure within
      10
      days after written notice thereof shall have been given to Executive by the
      Company;

    


    5.2.2 A
      violation by Executive of any provision of this Agreement and the failure by
      Executive to cure such violation (if such violation can be cured) within 10
      days
      after written notice thereof shall have been given to Executive by the
      Company;

    


    5.2.3 Commission
      by Executive of any material act of dishonesty as an employee of the Company
      or
      of disloyalty to the Company, or any wrongful or unauthorized appropriation,
      taking or misuse of funds, property or business opportunities of the
      Company.


    5.3 The
      Company shall be entitled to terminate the employment term of this Agreement
      at
      any time by written notice to Executive in the event of, and at the time of,
      the
      permanent mental or physical disability of Executive as provided herein during
      the term of employment hereunder. Permanent mental or physical disability of
      Executive shall be deemed to have occurred when Executive shall have failed
      or
      been unable to perform his duties hereunder on a full-time basis for an
      aggregate of 180 days in any one period of 210 consecutive days and with a
      certification from a licensed physician in the State of Missouri that Executive
      is permanently disabled from performing his duties hereunder.

    


    
      
         

      

      
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    5.4 Executive
      shall be entitled to terminate his employment or consultation with the Company
      under this Agreement prior to the expiration of its term:

    


    5.4.1 Upon
      the
      occurrence of an event of default with respect to the Company; or,

    


    5.4.2 At
      any
      time upon 270 days prior written notice to the Company.

    


    5.5 For
      purposes of this Agreement an event of default with respect to the Company
      shall
      include:

    


    5.5.1 Any
      failure by the Company to perform its obligations to Executive under this
      Agreement and (if such failure can be cured) the failure by the Company to
      cure
      such failure within 10 days after written notice thereof shall have been given
      to the Company by Executive;

    


    5.5.2 The
      Company shall:

    


    (a) admit
      in
      writing its inability to pay its debts generally as they become
      due,

    


    (b) file
      a
      petition for relief under any chapter of Title 11 of the United States Code
      or a
      petition to take advantage of any insolvency under the laws of the United States
      of America or any state thereof,

    


    (c) make
      an
      assignment for the benefit of its creditors,

    


    (d) consent
      to the appointment of a receiver of itself or of the whole or any substantial
      part of its property,

    


    (e) suffer
      the entry of an order for relief under any chapter of Title 11 of the United
      Sates Code, or

    


    (f) file
      a
      petition or answer seeking reorganization under the Federal Bankruptcy Laws
      or
      any other applicable law or statute of the United States of America or any
      state
      thereof.


    5.6 In
      the
      event of termination of this Agreement and Executive's employment or
      consultation hereunder by the Company pursuant to paragraph 5.1 hereof, all
      rights and obligations of the Company and Executive hereunder shall terminate
      on
      the date of such termination, subject to the following:

    


    
      
         

      

      
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    5.6.1 Executive
      shall be entitled to receive (subject to any rights of set off or counterclaim
      by the Company) all salary, fees, additional compensation or benefits which
      shall have accrued prior to the date of such termination and the obligation
      of
      the Company for the payment of salary, consultation fees, additional
      compensation or benefits shall terminate as at the date of such
      termination;

    


    5.6.2 All
      rights of the Company or Executive which shall have accrued hereunder prior
      to
      the date of such termination, and all provisions of this Agreement provided
      herein to survive termination of employment of Executive hereunder, shall
      survive such termination and the Company and Executive shall continue to be
      bound by such provisions in accordance with the terms thereof;

    


    5.7 In
      the
      event of termination of the Agreement by Executive in accordance with paragraph
      5.4 hereof, all rights and obligations of the Company and Executive hereunder
      shall terminate on the date of such termination, subject to the
      following:

    


    5.7.1 Executive
      shall be entitled to receive all salary, consultation fees, additional
      compensation or benefits which shall have accrued prior to the date of such
      termination and the Company's obligation for the payment of salary, consultation
      fees, additional compensation or benefits shall terminate as of the date of
      such
      termination;

    


    5.7.2 All
      rights of the Company or Executive which shall have accrued hereunder prior
      to
      the date of such termination and the obligations of Executive pursuant to
      paragraphs 6, 7 and 8 provided herein to survive termination of employment
      of
      Executive hereunder shall survive such termination and the Executive shall
      continue to be bound by such provisions in accordance with their
      terms.


    5.8 This
      Agreement and all rights and obligations of the parties hereunder shall
      terminate immediately upon the death of Executive except that (i) all rights
      of
      the Company or Executive which shall have accrued hereunder prior to the date
      of
      such termination, and all provisions of this Agreement provided herein to
      survive termination of employment of Executive hereunder, shall survive the
      death of Executive and the Company and heirs, legatees and legal representatives
      of Executive shall continue to be bound by such provisions in accordance with
      the terms thereof and (ii) the Company shall pay to the heirs, legatees or
      personal representative of Executive (a) all compensation or benefits hereunder
      accrued but not paid to the date of Executive's death, and (b) an amount equal
      to the total compensation which would have been payable to Executive hereunder,
      but for his death, for a period of six months from the date of his
      death.

    


    6. Confidential
      Information.

    


    
      
         

      

      
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    6.1 "Confidential
      Information" means information disclosed by the Company to Executive, or
      developed or obtained by Executive during his employment or retention as a
      consultant by the Company, either before the date or during the term of this
      Agreement, provided that such information is not generally known in the business
      and industry in which the Company is or may subsequently become engaged,
      relating to or concerning the business, projects, products, processes, formulas,
      know-how, techniques, designs or methods of the Company, whether relating to
      research, development, manufacture, purchasing, accounting, engineering,
      marketing, merchandising, selling or otherwise. Without limitation, Confidential
      Information shall include all know-how, technical information, inventions,
      ideas, concepts, processes and designs relating to products of the Company,
      whether now existing or hereafter developed, and all prices, customer or
      distributor names, customer or distributor lists, marketing and other
      relationships, whether contractual or not, between the Company, its suppliers,
      customers, distributors, employees, agents, consultants and independent
      contractors but shall exclude the names of customers or distributors known
      to
      Executive prior to the effective date hereof.

    


    6.2 Executive
      agrees that, during the term hereof or while Executive shall receive
      compensation hereunder and after termination of his employment with the Company
      for so long as the Confidential Information shall not be generally known or
      generally disclosed (except by Executive or by means of wrongful use or
      disclosure), Executive shall not use any Confidential Information, except on
      behalf of the Company, or disclose any Confidential Information to any person,
      firm, partnership, company, corporation or other entity, except as authorized
      by
      the President or the Board of Directors of the Company.

    


    7. Inventions.

    


    7.1 "Inventions"
      shall mean discoveries, concepts, ideas, designs, methods, formulas, know-how,
      techniques or any improvements thereon, whether patentable or not, made,
      conceived or developed, in whole or in part, by Executive.


    7.2 Executive
      covenants and agrees to communicate and fully disclose to the Board of Directors
      of the Company any and all Inventions made or conceived by him during the term
      hereof or while receiving any compensation or payment from the Company and
      further agrees that any and all such Inventions which he may conceive or make,
      during the term hereof or while receiving any compensation or payments from
      the
      Company, shall be at all times and for all purposes regarded as acquired and
      held by him in a fiduciary capacity and solely for the benefit of the Company
      and shall be the sole and exclusive property of the Company. The provisions
      of
      this subparagraph shall not apply to an invention for which no equipment,
      supplies, facilities or trade secret information of the Company was used and
      which was developed entirely on the Executive's own time, unless (a) the
      invention relates (i) to the business of the Company, or (ii) to the Company's
      actual or demonstrably anticipated research or development, or (b) the invention
      relates to any work performed by Executive for the Company. 

    


    
      
         

      

      
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    7.3 Executive
      also covenants and agrees that he will assist the Company in every proper way
      upon request to obtain for its benefit patents for any and all inventions
      referred to in paragraph 7.2 hereof in any and all countries. All such patents
      and patent applications are to be, and remain, the exclusive property of the
      Company for the full term thereof and to that end, the Executive covenants
      and
      agrees that he will, whenever so requested by the Company or its duly authorized
      agent, make, execute and deliver to the Company, its successors, assigns or
      nominees, without charge to the Company, any all applications, applications
      for
      divisions, renewals, reissues, specifications, oaths, assignments and all other
      instruments which the Company shall deem necessary or appropriate in order
      to
      apply for and obtain patents of the United States or foreign countries for
      any
      and all Inventions referred to in paragraph 7.2 hereof or in order to assign
      and
      convey to the Company, its successors, assigns or nominees, the sole and
      exclusive right, title and interest in and to such Inventions, applications
      or
      patents. Executive likewise covenants and agrees that his obligations to execute
      any such instruments or papers shall continue after the expiration or
      termination of this Agreement with respect to any and all such Inventions,
      and
      such obligations shall be binding upon his heirs, executors, assigns,
      administrators or other legal representatives.

    


    8.     Writings
      and Working Papers.

    


    Executive
      covenants and agrees that any and all books, textbooks, letters, pamphlets,
      drafts, memoranda or other writings of any kind written by him for or on behalf
      of the Company or in the performance of Executive's duties hereunder,
      Confidential Information referred to in paragraph 6.1 hereof and all notes,
      records and drawings made or kept by him of work performed in connection with
      his employment by the Company shall be and are the sole and exclusive property
      of the Company and the Company shall be entitled to any and all copyrights
      thereon or other rights relating thereto. Executive agrees to execute any and
      all documents or papers of any nature which the Company or its successors,
      assigns or nominees deem necessary or appropriate to acquire, enhance, protect,
      perfect, assign, sell or transfer its rights under this paragraph. Executive
      also agrees that upon request he will place all such notes, records and drawings
      in the Company's possession and will not take with him without the written
      consent of a duly authorized officer of the Company any notes, records,
      drawings, blueprints or other reproductions relating or pertaining to or
      connected with his employment of the business, books, textbooks, pamphlets,
      documents work or investigations of the Company. The obligations of this
      paragraph shall survive the term of employment hereunder or the termination
      or
      expiration of the term or any renewal term hereof or the term or termination
      of
      the Consultation Period.

    


    
      
         

      

      
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    9.     Covenant
      Not to Compete.

    


    9.1 For
      purposes of this paragraph:

    


    9.1.1 "Conflicting
      Organization" means any person, firm, company, partnership, business,
      corporation or other entity engaged in, or intending to engage in, research,
      development, production, marketing or selling a Conflicting
      Product.

    


    9.1.2 "Conflicting
      Product" means any product, process, service or design which competes with,
      or
      is reasonably interchangeable as a substitute for, any product, process, service
      or design developed, planned, under development, produced marketed or sold
      by
      the Company or any Affiliate during the term of the covenant in this paragraph
      9. Without limitation, Conflicting Product includes any food product or
      nutritional supplement or product, functional food, weight loss system or
      product, sports nutrition product or similar product.

    


    9.1.3 "Territory"
      means the geographic area within which the Company or any Affiliate or any
      distributor or representative of the Company or any Affiliate is actively
      engaged in the sale of, or efforts to sell, the products of the Company or
      any
      Affiliate at any time during the term of this Agreement.

    


    9.1.4
      “Network Marketing Company” shall mean any business, company, corporation,
      partnership or enterprise engaged in the business of the sale of food products,
      nutritional supplements, functional foods or personal or skin care products
      through a network of independent distributors who receive compensation, in
      part,
      based upon the volume of sales or purchases of distributors sponsored by them
      or
      their sponsored distributors.

    


    9.1.4 "Affiliate"
      shall mean any corporation of which the Company, or any Affiliate, shall own
      in
      excess of 20% of the capital stock.

    


    9.2 Executive
      acknowledges and agrees as follows:

    


    9.2.1 That
      the
      Company and its Affiliates have developed, and are developing and establishing,
      a valuable and extensive trade in its services and products, including without
      limitation, nutritional, food and dietary products, and that they have
      developed, and are developing, operations and distributors to sell such products
      and services throughout the United States and in foreign
      countries.


    9.2.2 That
      the
      Company and its Affiliates have developed, and are developing, at great expense,
      technical information concerning their products and methods of marketing and
      sale which are kept and protected as Confidential Information and trade secrets
      and are of great value to the Company and its Affiliates.

    


    
      
         

      

      
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    9.2.3 That,
      during the course of his employment and consultation with the Company or an
      Affiliate and during the term of this Agreement, Executive has participated,
      and
      will participate, in such matters and has acquired and will acquire, possession
      of Confidential Information, and that Executive has had significant
      responsibility for the development activities of the Company and the development
      of unique products, methods and techniques of the Company and its
      Affiliates.

    


    9.2.4 That,
      for
      Executive to utilize Confidential Information of the Company and its Affiliates,
      or unique skills, techniques or information developed by him while an employee
      of, or consultant to, the Company or its Affiliates for a Conflicting
      Organization within the area or time provided herein would result in material
      and irreparable injury to the Company.

    


    9.2.5 That
      the
      area and conduct covered by the restrictive covenant in this paragraph includes
      only a percentage of the total number of organizations and individuals who
      are
      customers or distributors or potential customer or distributors for products,
      processes or services with respect to which Executive has knowledge or
      expertise, that Executive would be able to utilize his knowledge, experience
      and
      expertise for an employer while fully complying with the terms of this paragraph
      and that the terms and conditions of this paragraph are reasonable and necessary
      for the protection of the Company's business and assets.

    


    9.3 Executive
      agrees that, during the term of his employment hereunder, during the term of
      the
      Consultation Term, for so long as Executive shall be receiving compensation
      hereunder, and for a period of 36 months from and after the date of termination
      of his employment or consultation hereunder, he will not, anywhere within the
      Territory, directly or indirectly, whether as an employee, agent, officer,
      consultant, partner, owner, shareholder or otherwise:

    


    9.3.1 solicit,
      or enter into any arrangement or agreement with, or participate with, provide
      services to, or be employed by any person, company, partnership, business or
      corporation which shall solicit, or enter into any arrangement with, any person
      who is, or at any time during the term of this Agreement has been, a distributor
      for the Company or any Affiliate, to become a distributor for a Network
      Marketing Company ; 


    9.3.2 solicit
      for the sale of, or participate with, provide services to, or be employed by
      any
      person, company, partnership, business or corporation which shall solicit for
      the sale of, any Conflicting Product by a Network Marketing Company
      to any person who has been, during the term hereof, a customer of the Company
      or
      any Affiliate; and

    


    
      
         

      

      
        11

        
          

        

      

      
         

      

    

    9.3.3 engage
      or
      participate in, be employed by, or provide services or assistance to, any
      Conflicting Organization;

    


    Provided,
      however that:

    


    	(a)  	
            The
              foregoing provisions of paragraph 9.3 shall not apply in the event
              that
              Executive shall terminate this Agreement for cause pursuant to Paragraph
              5.3.1 hereof.

          


    


    	(b)  	
            In
              the event that Executive shall terminate his employment or consultation
              hereunder in accordance with Paragraph 5.3.2 hereof, Paragraph 9.3.3
              shall
              be amended to provide as follows:

          


    


    Engage
      or
      participate in, be employed by, or provide services or assistance to, any
      Network Marketing Company.

    


    Nothing
      herein shall be deemed to restrict or prohibit Executive from (i) performing
      services for, or providing advice or consultation to, a business enterprise
      which is not a Conflicting Organization provided that such activity does not
      interfere with the performance of services by Executive to the Company as
      provided herein, (ii) personal investment activities, including ownership of
      interests in business enterprises of any kind (except any enterprise engaged
      in
      the sale of products or services by means of network marketing), which
      investment activity may include business non-compensated communications and
      advice to management; provided that Executive shall not, without the express
      written consent of the Company, permit the use or association of his name by
      or
      with, any business enterprise or (iii) engaging in research and development
      activities in connection with matters unrelated to the business of the
      Company.

    


    10.     Specific
      Enforcement.

    


    Executive
      is obligated under this Agreement to render service of a special, unique,
      unusual, extraordinary and intellectual character, thereby giving this Agreement
      peculiar value so that the loss of such service or violation by Executive of
      this Agreement could not reasonably or adequately be compensated in damages
      in
      an action at law. Therefore, in addition to other remedies provided by law,
      the
      Company shall have the right during the term or any renewal term of this
      Agreement (or thereafter with respect to obligations continuing after the
      expiration or termination of this Agreement) to compel specific performance
      hereof by Executive or to obtain injunctive relief against violations hereof
      by
      Executive, and if the Company prevails in any proceeding therefor, it will
      also
      be entitled to recover all costs and expenses incurred by the Company in
      connection therewith, including attorneys' fees.

    


    
      
         

      

      
        12

        
          

        

      

      
         

      

    


    11.     Assignment.

    


    The
      rights and duties of a party hereunder shall not be assignable by that party,
      except that the Company may assign this Agreement and all rights and obligations
      hereunder to, and may require the assumption thereof by, any corporation or
      any
      other business entity which succeeds to all or substantially all the business
      of
      the Company through merger, consolidation or corporate reorganization or by
      acquisition of all or substantially all of the assets of the
      Company.

    


    12.     Binding
      Effect. This
      Agreement shall be binding upon the parties hereto and their respective
      successors in interest, heirs and personal representatives and, to the extent
      permitted herein, the assigns of the Company.

    


    13.     Severability.

    


    If
      any
      provision of this Agreement or any part hereof or application hereof to any
      person or circumstance shall be finally determined by a court of competent
      jurisdiction to be invalid or unenforceable to any extent, the remainder of
      this
      Agreement, or the remainder of such provision or the application of such
      provision to persons or circumstances other than those as to which it has been
      held invalid or unenforceable, shall not be affected thereby and each provision
      of this Agreement shall remain in full force and effect to the fullest extent
      permitted by law. The parties also agree that, if any portion of this Agreement,
      or any part hereof or application hereof, to any person or circumstance shall
      be
      finally determined by a court of competent jurisdiction to be invalid or
      unenforceable to any extent, any court may so modify the objectionable provision
      so as to make it valid, reasonable and enforceable.

    


    14.     Notices.

    


    All
      notices, or other communications required or permitted to be given hereunder
      shall be in writing and shall be delivered personally or mailed, certified
      mail,
      return receipt requested, postage prepaid, to the parties as
      follows:

    


    
      	
              If
                to the Company:

            	
              Robert
                L. Montgomery

            
	 	
              Chief
                Executive Officer

            
	 	
              Reliv'
                International, Inc.

            
	 	
              P.
                O. Box 405

            
	 	
              Chesterfield,
                MO 63006-0405

            
	 	 
	 	 
	 	 
	
              If
                to Executive:

            	
              Carl
                W. Hastings

            
	 	
              19
                Grand Meridien Court

            
	 	
              Wildwood,
                MO 63005

            


    

    


    
      
         

      

      
        13

        
          

        

      

      
         

      

    

    


    Any
      notice mailed in accordance with the terms hereof shall be deemed received
      on
      the third day following the date of mailing. Either party may change the address
      to which notices to such party may be given hereunder by serving a proper notice
      of such change of address to the other party.

    


    15.     Entire
      Agreement.

    


    This
      Agreement constitutes the entire agreement between the parties hereto with
      respect to the subject matter hereof and supersedes all prior written or oral
      negotiations, representations, agreements, commitments, contracts or
      understandings with respect thereto and no modification, alteration or amendment
      to this Agreement may be made unless the same shall be in writing and signed
      by
      both of the parties hereto.

    


    


    16.     Waivers.

    


    No
      failure by either 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 either party to demand exact compliance with the terms
      hereof. Waiver by either party of any particular default by the other party
      shall not affect or impair such party's rights in respect to any subsequent
      default of the same or a different nature, nor shall any delay or omission
      of
      either party to exercise any rights arising from any default by the other party
      affect or impair such party's rights as to such default or any subsequent
      default.

    


    17.     Governing
      Law; Jurisdiction.

    


    17.1 For
      purposes of construction, interpretation and enforcement, this Agreement shall
      be deemed to have been entered into under the laws of the State of Missouri
      and
      its validity, effect, performance, interpretation, construction and enforcement
      shall be governed by and subject to the laws of the State of
      Missouri.

    


    17.2 Any
      and
      all suits for any and every breach of this Agreement may be instituted and
      maintained in any court of competent jurisdiction in the State of Missouri
      and
      the parties hereto consent to the jurisdiction and venue in such court and
      the
      service of process by certified mail to the addresses for the parties provided
      for notices herein.

    


    [THE
      BALANCE OF THIS PAGE IS INTENTIONALLY BLANK]

    


    
      
         

      

      
        14

        
          

        

      

      
         

      

    

    


    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 L.
      Montgomery                    


          
      Authorized Officer

    


    


    Attest:

    


    


    /s/
      Stephen M.
      Merrick                       


    Secretary

    


    


    EXECUTIVE:

    


    


    /s/
      Carl W.
      Hastings                                     


    Carl
      W.
      Hastings

    


    


    
      
         

      

      
        15

        
          

        

      

      
         

      

    

    


    


    


    


    


    
      	
              SCHEDULE
                A

            	 	 	 	 	 	 	 
	
              Carl
                W. Hastings

            	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	
                 
                

            	
                 
                

            	
              Comments

            	
               

            	
              Monthly

            	
               

            	
              Annual

            	 
	 	 	 	 	 	 	 	 
	
              Base
                Salary

            	
               

            	
              Per
                Contract

            	
               

            	
              $30,000
                

            	
               

            	
              $360,000
                

            	 
	 	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	 
	
              Incentive
                Compensation*

            	
               

            	
              Pool
                1 - 6%

            	
               

            	
               

            	
               

            	
               

            	 
	 	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	 
	
              Health
                and Dental Insurance

            	
              (1)

            	
              Standard
                Company Plan

            	
               

            	
              $473.48

            	
               

            	
              $5,681.76

            	 
	 	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	 
	
              Life
                Insurance Allowance

            	
               

            	
              Face
                Value $2,000,000

            	
               

            	
               

            	
               

            	
               

            	 
	 	
               

            	
              Actual
                Premium

            	
               

            	
               

            	
               

            	
              $12,589
                

            	 
	 	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	 
	
              Life
                Insurance-$10,000 in coverage

            	
               

            	
              Standard
                Company Plan

            	
               

            	
               

            	
               

            	
              $187
                

            	 
	 	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	 
	
              Long
                and Short Term

            	
               

            	 	
               

            	
               

            	
               

            	
               

            	 
	
              Disability
                Insurance

            	
               

            	
              Standard
                Company Plan

            	
               

            	
               

            	
               

            	
              $2,379
                

            	 
	 	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	 
	
              Supplemental
                Disability-Equitable

            	
               

            	
              Actual
                Premium

            	
               

            	
               

            	
               

            	
              $4,491
                

            	 
	
              Policy
                # 229571332503

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	 
	 	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	 
	
              Vacation
                (Days)

            	
               

            	
              20
                Days

            	
               

            	
               

            	
               

            	
              $27,692
                

            	 
	 	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	 
	
              401(k)
                Matching Contribution*

            	
               

            	
              Standard
                Company Plan

            	
               

            	
               

            	
               

            	
               

            	 
	 	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	 
	
              ESOP
                Contribution*

            	
               

            	
              Standard
                Company Plan

            	
               

            	
               

            	
               

            	
               

            	 
	 	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	 
	
              Automobile
                Allowance

            	
               

            	
              Per
                Contract

            	
               

            	
              $800
                

            	
               

            	
              $9,600
                

            	 
	 	
               

            	
               

            	
               

            	
               

            	
               

            	
                  
                

            	 
	
              Total

            	
               

            	
               

            	
               

            	
               

            	
               

            	
              $422,620
                

            	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	
              *Estimated
                value will be adjusted to actual at end of each calendar
                year

            	 	 	 
	 	 	 	 	 	 	 	 
	
              (1)
                Monthly amount represents net Company contribution after employee
                contribution.

            	 


    

     

     

    
      
         

      

      
        16