Exhibit
                  10.1

              	 


      



    

    


    October
      1, 2008

    


    Mr.
      Robert L. Montgomery

    Mr.
      Steven 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
      1st
      day of
      October 2008, by and between Reliv’
      International, Inc.
      (the
“Borrower”) and Southwest
      Bank, an M&I Bank
      (the
“Lender”).

    


    Borrower
      covenants that so long as any obligation is owed to Lender or Lender has any
      outstanding commitment to lend to Borrower, under the terms and conditions
      of a
      promissory note from Borrower to Lender under the Revolving
      Loan(s),
      in the
      aggregate principal amount of $5,000,000.00
      dated
      October 1, 2008 or under any note(s) evidencing a loan, (the “Note(s)”) and all
      extensions, renewals or modifications of the Note(s).

    


    Notes(s)
      and all indebtedness (the “Obligations”) include, without limitation all
      obligations, indebtedness and liabilities arising pursuant to or in connection
      with any interest rate swap transaction, basis swap, forward rate transaction,
      interest rate option, price risk hedging transaction or any similar transaction
      between the Borrower and Lender:

    


    
      	 	
              1.

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

            


    

    


    
      	 	
              (i)

            	
              Promissory
                Note(s);

            


    

    
      	 	
              (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.

            	
              Borrower
                shall furnish
                to Lender, as soon as available, such financial information respecting
                Borrower 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 Borrower, a balance
                sheet of
                Borrower 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
                Borrower and acceptable to Lender. 

            


    

    


    
      	 	
              (ii)

            	
              Within
                45 days after the end of each third month, a balance sheet of Borrower
                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 Borrower.

            


    

    


    
      	 	
              3.

            	
              Borrower
                shall timely perform and observe the following financial covenants,
                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.

            	
              This
                Letter Agreement amends and restates in its entirety an existing
                Letter
                Agreement dated April 30, 2006, by and between Reliv’ International, Inc.
                (the “Customer”) and Southwest Bank of St. Louis n/k/a Southwest Bank, an
                M&I Bank (the “Lender”).

            


    

    


    A
      breach
      of any term or condition in this Agreement or Obligations 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 judgment, 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.

    


    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/
                Scott Z. Larson

            	
              By:   

            	
              /s/
                Gary L. Siddens

            
	 	
              Scott
                Z. Larson, Senior Vice President

            	 	
              Gary
                L. Siddens, Senior Vice President

            


    

    


    Accepted
      and Agreed as of November 20, 2008

    


    Reliv’
      International, Inc.

    


    
      	
              By:  

            	
              /s/
                Robert L. Montgomery

            	
              11/20/08

            
	 	
              Robert
                L. Montgomery, President 

            	 


    

    


    
      	
              By:  

            	
              /s/
                Steven D. Albright

            	
              11/20/08

            
	 	
              Steven
                D. Albright, CFO