EXHIBIT
      10.2

     

    STOCK
      PURCHASE
      AGREEMENT


     

     

    THIS
      AGREEMENT
      is
      entered into this 24th
      day of
      July, 2008, by and between the
      Centre Island Properties, Ltd.,
      a Cayman
      Islands corporation, having its principal address at 1114 B West Bay Road,
      Grand
      Cayman, Cayman Islands (“Seller”), and Reliv
      International, Inc.,
      a
      Delaware corporation, having its principal place of business at 136 Chesterfield
      Industrial Boulevard, Chesterfield, Missouri (the “Company”).

    


    WHEREAS,
      Seller
      is the owner of Four Hundred Three Thousand Eight Hundred (403,800) shares
      of
      the common stock of the Company (such shares hereinafter referred to as the
      “Shares”); and,

    


    WHEREAS,
      Seller
      desires to sell and Company desires to purchase and redeem all of the Shares
      on
      the terms and conditions 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. Sale
      and Purchase of Shares.
      Subject
      to and on the terms and conditions hereof, in reliance on the representations
      and warranties herein and for the consideration herein, Seller agrees to sell
      to
      the Company, and the Company agrees to purchase and redeem from Seller, all
      of
      the Shares at the price and on the terms provided herein.

    


    2. Purchase
      Price.
      The
      purchase price for all of the Shares shall be Six Dollars ($6.00) per share
      or
      an aggregate of Two Million Four Hundred Twenty-Two Thousand Eight Hundred
      Dollars ($2,422,800).

    


    3. Payment.
      Subject
      to and on the terms and conditions hereof, and in full payment of the purchase
      price hereunder, the Company shall, concurrently with the deliveries described
      in Sections 4.1 and 4.2 below and confirmation of its receipt of the Shares
      in
      the Company’s account designated in the instruction letter described below,
      transfer to an account designated by Seller the aggregate amount of the purchase
      price for the Shares provided for herein.

    


    4. Closing
      and Transfer.
      The
      Closing of the transactions provided for herein shall be held at the offices
      of
      the Company on July 25, 2008, or such later date as may be mutually agreed
      upon
      by the parties. At the Closing:

    


    4.1 Each
      party shall deliver to the other a fully executed copy of this
      Agreement.

     

    
      
         

      

      
        1

        
          

        

      

      
         

      

    

    4.2 Seller
      shall deliver all of the Shares to the Company by transfer of the Shares,
      through the Depository Trust Company, from Seller’s brokerage account to the
      Company’s brokerage account; to effect such transfer, Seller will deliver
      instructions to its securities broker holding the Shares substantially in the
      form of the instruction letter attached to this Agreement as Exhibit A (or
      such
      other form as the parties may agree) and shall provide to the Company a copy
      of
      the delivery of such instruction letter to its securities broker at the time
      of
      the Closing.

    


    4.3 The
      Company shall pay the purchase price for the Shares as provided in Section
      3
      hereof and shall provide evidence to Seller of the wire transfer of funds for
      that payment.

    


    Effective
      at the time of Closing, the Company shall be entitled to transfer all of the
      Shares on the books of the Company to the name of the Company.

    


    5. Representations
      and Warranties of Seller.
      Seller
      represents and warrants to the Company, as of the date hereof and as of the
      Closing, as follows:

    


    5.1
       Seller
      is
      the sole owner of, and has good and marketable title to, the Shares free and
      clear of any and all contracts, options, commitments, agreements, liens, claims
      or encumbrances whether or not of record.

    


    5.2
       Seller
      has all necessary corporate power and authority to enter into this Agreement
      and
      to perform its obligations hereunder, and this Agreement, and the transactions
      provided for herein, have been duly and validly authorized by proper action
      of
      the Board of Directors of Seller. This Agreement has been duly executed and
      delivered by Seller and constitutes a valid and binding obligation of Seller,
      enforceable against Seller in accordance with its terms.

    


    5.3 The
      sale
      and transfer of the Shares as provided herein will not violate, or constitute
      a
      default under, any agreement, commitment, contract, loan, security agreement,
      pledge or other document or instrument to which Seller is a party or by which
      Seller or any of the Shares are bound.

    


    5.4 (i)
      Seller is fully informed concerning the business, condition, financial and
      otherwise, assets, operations and prospects of the Company; (ii) Seller, or
      its
      representatives, have read and have knowledge of all reports filed by the
      Company with the Securities and Exchange Commission, including all Reports
      on
      Form 10-K and Form 10-Q, (iii) neither the Company nor any officer, director,
      agent or representative of the Company has made any representation or warranty,
      or provided any information, to Sellers concerning or relating to the business,
      condition, financial or otherwise, assets, operations or prospects of the
      Company, except as is set forth in the public filings of the Company, and (iv)
      the market value of the Company’s common stock as traded on the NASDAQ Stock
      Market, or otherwise, may increase to an amount in excess of the purchase price
      for the Shares, and nevertheless, Seller has determined and desire to sell
      the
      Shares on the terms and at the price provided herein.

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

    The
      representations and warranties of Seller herein shall survive the
      Closing.

    


    6. Representations
      and Warranties of the Company.
      The
      Company represents and warrants to Seller, as of the date hereof and as of
      the
      Closing, as follows:

    


    6.1 The
      Company has all necessary corporate power and authority to enter into this
      Agreement and to perform its obligations hereunder and this Agreement, and
      the
      transactions provided for herein, have been duly and validly authorized by
      proper action of the Board of Directors of this Company. This Agreement has
      been
      duly executed and delivered by the Company and constitutes a valid and binding
      obligation of the Company, enforceable against the Company in accordance with
      its terms.

    


    6.2 The
      Company has filed all Reports required by it to be filed with the Securities
      and
      Exchange Commission, including all Reports on Form 10-K and Form
      10-Q.

    


    6.3 The
      Company has filed, or shall timely file, and make any and all reports or
      disclosures, required to be made or filed, concerning or related to this
      Agreement and the transactions provided for herein.

    


    6.4 The
      Company’s purchase of the Shares as provided herein will not violate, or
      constitute a default under, any agreement, commitment, contract, loan, security
      agreement, pledge or other document or instrument to which the Company is a
      party or by which the Company is bound.

    


    The
      representations and warranties of the Company herein shall survive the Closing.
      

      

    7. Right
      of First Refusal.
      

    


    (a) If
      Seller
      or any of its Affiliates (as defined in Rule 405 promulgated under the
      Securities Act of 1933, as amended) shall, at any time, desire to sell some
      or
      all of the Remaining Shares in the open market or directly to a third party
      (the
“Third Party”), Seller and/or its Affiliates shall give written notice of such
      desire to the Company, which notice shall contain the number of shares Seller
      and/or any of its Affiliates desire to sell, if such sale is to be made in
      the
      open market or whether it is a negotiated sale to a Third Party, the proposed
      terms of the sale and, if the sale is a negotiated sale, the name and address
      of
      the Third Party (the “Offer Notice”). The Company shall have the right of first
      refusal to acquire all or any portion of the Remaining Shares that Seller and/or
      any of its Affiliates desire to sell as specified in the Offer Notice (the
      “Offered Shares”) for a period of two (2) days following the date the Company
      receives the Offer Notice. The Company must give any such notice of exercise
      to
      Seller within such two-day period. The Company may
      freely assign its purchase option in whole or in part.
      The
      selling price and terms of any sale of the Offered Shares to the Company or
      its
      assignees shall be the same as set forth in the Offer Notice; and if the Offer
      Notice proposes sales for cash in the open market, then the selling price to
      the
      Company or its assignees for each Offered Share will be the closing price per
      share of the Company’s common stock on the NASDAQ Global Select Market on the
      date the Offer Notice is given.

    


    
      
         

      

      
        3

        
          

        

      

      
         

      

    

    (b) If
      the
      Company does not exercise its right of first refusal within the required two-day
      period provided above, Seller and/or any of its Affiliates identified in the
      Offer Notice shall have the right, for a period of twenty (20) days following
      the expiration of such two-day period, to sell to the Third Party or in the
      open
      market, as identified in the Offer Notice, the Offered Shares not purchased
      by
      the Company or its assignees; provided, however, that (i) if the sale is to
      the
      Third Party, the sale shall be made by Seller and/or any of its Affiliates
      to
      the Third Party as identified in the Offer Notice on terms that are no more
      favorable to the purchaser of such Offered Shares than those set forth in the
      Offer Notice, and (ii) if such Offered Shares not purchased by the Company
      or
      its assignees are not sold by Seller and/or any of its Affiliates in accordance
      with this Section 7(b) within the twenty (20)-day period described herein,
      the
      Offered Shares shall again be subject to the right of first refusal set forth
      above.

    


    (c) The
      closing pursuant to the exercise of the right of first refusal under Section
      7(a) above shall take place no later than five (5) days after the Company shall
      have notified Seller and any of its Affiliates of the exercise of the right
      of
      first refusal and in the same manner as described in Section 4 of this
      Agreement.

    


    (d) If
      Seller
      and/or any of its Affiliates transfers any shares of common stock of the Company
      by gift, it will obtain the donee’s written agreement to comply with the right
      of first refusal in this Section 7 regarding any further sale of those shares
      of
      common stock of the Company.

    


    8. Specific
      Enforcement.
      The
      obligations of Seller hereunder are of a special, unique, unusual and
      extraordinary character, thereby giving this Agreement peculiar value so that
      the loss of the Shares or violation by Seller 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 to compel specific performance hereof by Seller or to obtain
      injunctive relief against violations hereof by Seller.

    


    9. Further
      Assurances.
      Seller
      and the Company shall take such other and further actions, execute such other
      and further documents as shall be reasonably necessary or appropriate to effect
      and consummate the sale contemplated herein.

    


    10. Notices.
      All
      notices or other communications required or permitted to be given hereunder
      shall be in writing and shall be delivered in person, delivered by prepaid
      courier, mailed by prepaid certified mail (return receipt requested), or
      transmitted by facsimile, to the parties as follows:

     

    
      
         

      

      
        4

        
          

        

      

      
         

      

    

    

      
        	 	
                If
                  to Seller or any of its Affiliates, to:

              	
                Christopher
                  Whorms, Director

              
	 	 	
                Centre
                  Island Properties, Ltd.

              
	 	 	
                1114
                  B West Bay Road

              
	 	 	
                Grand
                  Cayman, Cayman Islands

              
	 	 	
                Facsimile:
                  (345) 946-9645

              
	 	 	 
	 	
                If
                  to Company, to:

              	
                Robert
                  L. Montgomery

              
	 	 	
                Chief
                  Executive Officer

              
	 	 	
                Reliv
                  International, Inc.

              
	 	 	
                136
                  Chesterfield Industrial Boulevard

              
	 	 	
                Chesterfield,
                  Missouri 63005

              
	 	 	
                Facsimile:
                  (636) 537-9753

              


      

    

    


    Any
      notice that is (a) delivered in person or by prepaid courier shall be deemed
      given, effective, and received upon delivery to (or refusal by) the addressee,
      (b) mailed shall be deemed given, effective, and received upon the earlier
      of
      delivery to (or refusal by) the addressee or the third business day after the
      date of mailing, and (c) transmitted by facsimile shall be deemed given,
      effective, and received upon receipt by the addressee as confirmed by the
      facsimile transmission report.

    


    11. Entire
      Agreement.
      This
      Agreement constitutes the entire agreement of the parties hereto with respect
      to
      the subject matter hereof and supersedes all prior written or oral warranties,
      representations, inducements, understandings, commitments, agreements or
      contracts. This Agreement may not be modified except by a writing signed by
      both
      of the parties.

    


    12. Binding
      Effect.
      This
      Agreement shall be binding upon and inure to the benefit of the parties hereto
      and their respective, heirs, personal representatives, successors and
      assigns.

    


    13. Governing
      Law; Jurisdiction.
      This
      Agreement shall be governed by and construed and enforced in all respects in
      accordance with the laws of the State of Missouri. This Agreement shall be
      deemed to have been executed in the State of Missouri and the courts of the
      State of Missouri, County of St. Louis, or the courts of the United States
      of
      America for the Eastern District of Missouri, shall have exclusive jurisdiction
      of any case, action or proceeding arising under or related to this Agreement.
      Each of the parties hereto consents to the jurisdiction of such courts with
      respect to any such case, action or proceeding and further consents to service
      of process in any action filed by the other party by certified mail at the
      address of the party set forth herein.

    


    [Remainder
      of page intentionally left blank.]

     

    
      
         

      

      
        5

        
          

        

      

      
         

      

       

    

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

    


    
      	 	
              RELIV
                INTERNATIONAL, INC.

            
	 	 
	 	
              By:
                /s/ Robert L.
                Montgomery              
                

            
	 	
              Robert
                L. Montgomery, CEO

            


    

    


    ATTEST:

    


    /s/
      Steven D. Albright  

    Vice
      President

    


    


    


    
      	 	
              CENTRE
                ISLAND PROPERTIES, LTD.

            
	 	 
	 	 
	 	
              By:
                /s/ Christopher
                Whorms               
                

            
	 	
              Christopher
                Whorms, Director

            


    

    


     

    


    
      
         

      

      
        6

        
          

        

      

      
         

      

    

     

    Centre
      Island Properties, Ltd.

    1114
      B
      West Bay Road

    Grand
      Cayman, Cayman Islands

    


    


    July
      ___,
      2008

    


    


    [Seller’s
      securities broker]

    


    Re: Transfer
      of Shares of Reliv’ International, Inc.

    


    Ladies
      and Gentlemen:

    


    The
      undersigned is the holder of _______ shares (the “Shares”) of common stock of
      Reliv’ International, Inc., a Delaware corporation (“Reliv”), CUSIP
      No.
      75952 R 100, EIN 37-1172197.

    


    You
      are
      hereby instructed to transfer and deliver the Shares, against payment, via
      Depository Trust Company (“DTC”) to [name
      of Reliv’s broker (“Broker”),]
      having
      DTC Participant No. _____, on July ____, 2008. The Shares are being transferred
      for registration unto [Broker]
      Account
      No. ___________ for the benefit of Reliv. In exchange for the transfer of
      the Shares to [Broker],
      you are
      to receive for the undersigned’s account payment in the amount of
      $2,422,800.

    


    


    


    


    
      	 	
              CENTRE
                ISLAND PROPERTIES, LTD.

            
	 	 
	 	 
	 	
              By:_______________________________

            
	 	
              Christopher
                Whorms, Director

            
	 	 


    

    


    


    
      
         

      

      
        7