EXHIBIT
10.1

       

      PURCHASE
AGREEMENT

      


      This Purchase Agreement (the
“Agreement”) is made and entered into this 31st day of August, 2009 by and among
Michael G. Williams and Julie T. Williams whose address is 308 Barn Side Lane,
Eureka, Missouri 63025 (sometimes hereinafter referred to individually as “Mike”
or “Julie” and collectively as “Sellers”) and Reliv International, Inc. a
Delaware corporation, having its address at 136 Chesterfield Industrial
Boulevard, Chesterfield, Missouri 63005 (hereinafter referred to as
“Purchaser”).

      


      WHEREAS,
Sellers are distributors of Reliv, Inc., an Illinois corporation (“Reliv”),
through an independent distributorship designated as I.D. No. 87861101
(“Distributorship”); the Distributorship includes a Distributor Agreement and
associated rights and obligations as provided in such Distributor Agreement in
the form attached hereto as Exhibit A;

      


      WHEREAS,
subject to and on the terms and conditions contained herein, Sellers desire to
sell, and Purchaser desires to purchase from Sellers, all right title and
interest in and to the Distributorship, including without limitation, an
assignment to Purchaser of the Distributor Agreement and all rights of Sellers
thereunder, including the right to receive commissions and other benefits and
compensation as a distributor of Reliv; and

      


      WHEREAS,
Sellers are indebted to Purchaser under a Loan and Security Agreement dated
April 20, 2007 (the “Loan and Security Agreement”) for a loan having an
outstanding principal balance as of the date of this Agreement of Two Hundred
Sixteen Thousand One Hundred Eighteen Dollars and Ninety Cents ($216,118.90)
(“Seller Indebtedness”).

      


      NOW,
THEREFORE, in consideration of the premises and of the terms, covenants and
conditions hereinafter contained, the parties hereto agree as
follows:

      


      1.            Agreement to Sell and
Purchase.  Subject to and on the terms and conditions provided
herein, Sellers agree to sell, transfer and assign to Purchaser all right, title
and interest in, and Purchaser agrees to purchase and assume all obligations of,
the Distributor Agreement and the Distributorship from and after the date of
Closing; provided, however, that Purchaser shall not assume or become obligated
with respect to any contract, commitment, obligation or liability of Sellers or
either of them, whether or not under or related to the Distributor Agreement
which shall have accrued, been made or entered into prior to the date of
Closing.  Assignment and transfer of the Distributor Agreement and the
Distributorship shall be made and effected by means of an instrument of
assignment (in form of Exhibit B attached hereto and incorporated herein by
reference) which shall be executed and delivered by Sellers to Purchaser at the
Closing.  By means of such sale, assignment and transfer there shall
be assigned and transferred to Purchaser all right, title and interest in and to
the Distributor Agreement and to the Distributorship, free and clear of any and
all liens, claims or encumbrances, including without limitation all rights as a
distributor of Reliv under the Distributor Agreement and all rights to receive
compensation as a distributor of Reliv, from and after the effective date of
such assignment.


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      2.           Purchase Price and
Payment.  The purchase price for the purchase of the
Distributorship shall be Two Million Sixty Thousand ($2,060,000.00) Dollars (the
“Purchase Price”).  Payment of the Purchase Price shall be made as
follows:

      


      a.           Five
Hundred Thousand ($500,000.00) Dollars by wire transfer payable to Sellers (or
as Sellers shall direct) at Closing;

      


      b.           A
credit, at Closing, in the amount of Two Hundred Sixteen Thousand One Hundred
Eighteen Dollars and Ninety Cents ($216,118.90) against the balance of the
Purchase Price in payment of the Seller Indebtedness (“Closing Credit”);
and

      


      c.           The
remaining balance of One Million Three Hundred Forty-Three Thousand Eight
Hundred Eighty-One Dollars and Ten Cents ($1,343,881.10) shall be paid by
Purchasers, with interest at the rate of five percent (5%) per annum, in
eighty-four (84) equal monthly installments of Eighteen Thousand Nine Hundred
Ninety-Four Dollars and Twenty-Nine Cents ($18,994.29), payable on the last day
of each month, commencing on September 30, 2009.

      


      3.           Representations and
Warranties of Sellers.  Sellers, jointly and severally,
represent and warrant to Purchaser, as of the date of this Agreement and as of
the date of Closing:

      


      a.           The
execution, delivery and performance of this Agreement have been duly authorized
and this Agreement has been validly executed and delivered by the
Sellers.  This Agreement and all of the documents and instruments
delivered in connection with this Agreement constitute valid and binding
obligations of the Sellers enforceable in accordance with their
terms.

      


      b.           The
execution, delivery and performance of this Agreement by the Sellers and
consummation by the Sellers of the transactions contemplated hereby, will not,
with or without the giving of notice and the lapse of time, or both, (i) violate
any provision of law, statute, rule, regulation or executive order to which they
are subject, (ii) violate any judgment, order, writ or decree of any court
applicable to them, or (iii) except as stated in Section 3.d. of this Agreement,
result in the breach of or conflict with any term, covenant, condition or
provision of, result in the modification or termination of, constitute a default
under or result in the creation or imposition of any lien, security interest,
charge or encumbrance upon the Distributorship pursuant to any corporate
charter, by-laws, shareholders agreement, commitment, contract or other
agreement or instrument to which the Sellers, or either of them, are a party or
by which the Distributorship is or may be bound or affected or from which the
Sellers derive benefit.

      


      c.           Neither
of the Sellers has sold, assigned, pledged, encumbered or transferred any right,
title or interest in or related to the Distributorship, or made or entered into
any contract, agreement or commitment to sell, assign, transfer, pledge or
encumber any right, title or interest in or related to the Distributorship, and
neither has agreed, authorized, suffered or permitted any lien, claim or
encumbrance to be made, exist or continue with respect to the Distributorship,
except the lien established in favor of Purchaser pursuant to the Loan and
Security Agreement.


      
        
           


        

        
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      d.           Except
with respect to the obligations of the Sellers, if any,  under that
certain document entitled Development Agreement (“Development
Agreement”)  between Mike Williams and NY1313, LLC, a Texas limited
liability company (d/b/a Texas Big Apple),, neither of Sellers has made or
entered into any contract, agreement or commitment under which the
Distributorship or Purchaser, as purchaser of the Distributorship, may be
obligated or bound or which may affect the Distributorship or Purchaser, as
purchaser of the Distributorship.

      


      e.           Sellers
have good title to, and own outright, the Distributorship, free and clear of all
mortgages, claims, liens, charges, encumbrances, security interests,
restrictions on use or transfer or other defects as to title, except the lien
established in favor of Seller pursuant to the Loan Agreement and except as set
forth in Section 3.d. of this Agreement.

      


      f.           Each
of the Sellers acknowledges and agrees that:

      


      (i)           The
transactions provided for in this Agreement were proposed and sought by
them.  None of Purchaser or any of its officers, employees, agents or
representatives proposed, encouraged, suggested or sought to induce the Sellers
to enter into or make this Agreement;

      


      (ii)           None
of Purchaser, or any of its officers, directors, employees, agents or
representatives have made any statements, representations, promises,
commitments, assurances, agreements concerning or relating in any way to the
transactions herein, the Distributorship or Reliv, except as is expressly set
forth in this Agreement or any exhibit hereto.

      


      g.           Sellers
have not engaged any broker, finder or advisor with regard to this Agreement or
the sale of the Distributorship.

       

      h.           Sellers
acknowledge that they have had full opportunity to review and discuss this
Agreement with an attorney of Sellers’ choosing.  Sellers further
acknowledge that they have made their own independent determination of the value
of the Distributorship.  Sellers further acknowledge that they are
entering into this Agreement of their own free choice without inducement other
than as recited in this Agreement.  Sellers have had full and adequate
opportunity to inform themselves of all matters relating to this Agreement and
the Distributorship.

       

      i.           There
is no action, suit, proceeding or claim by any Person pending, or to the best of
Sellers’ knowledge threatened, against either of Sellers or their assets or
goodwill, or against or affecting any transactions contemplated by this
Agreement.

      


      j.           Sellers
are not in default in any material respect under, or in violation in any
material respect of any of the terms of, any agreement, contract, instrument,
lease or other commitment to which they, or either of them, is a party or by
which they or any of their assets are bound, and Sellers are in compliance in
all material respects with all applicable provisions of laws, rules,
regulations, licenses, permits, approvals and orders of any foreign, Federal,
State or local governmental authority.


      
        
           


        

        
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      k.           All
representations and warranties contained in this Agreement shall survive the
execution and delivery of this Agreement for a period of two (2)
years.

      


      4.           Representations and
Warranties of Purchaser. Purchaser represents and warrants to Sellers, as
of the date of this Agreement and as of the date of Closing:

      


      a.           Purchaser
is a corporation duly organized, validly existing and in good standing under the
laws of the State of Delaware, has full power and authority to carry on its
business as and where now conducted, and is duly qualified to
transact business in the State of Missouri.

       

      b.           Purchaser
has full power and authority to enter into this Agreement and to consummate the
transactions contemplated hereby. This Agreement and the other agreements
delivered by Purchaser pursuant hereto, have been duly authorized, executed and
delivered by Purchaser and constitute the legal, valid and binding obligations
of Purchaser enforceable against Purchaser in accordance with their respective
terms.

       

      c.           The
execution, delivery and performance of this Agreement by Purchaser and the
consummation by Purchaser of the transactions contemplated hereby (including
without limitation the execution, delivery and performance of the agreements,
instruments and other Closing documents delivered by Purchaser and Seller
pursuant hereto) do not and will not conflict with or result in any violation
of, or default under, any provision of the Articles of Incorporation or Bylaws
of Purchaser, or any mortgage, indenture, lease, agreement or other instrument,
permit, franchise, license, judgment, order, decree, statute, law, executive
order, ordinance, restriction, rule or regulation applicable to
Purchaser.

       

      d.           No
license, consent, approval, order, authorization, report, registration or
declaration of or filing with any person or entity is required in connection
with the execution and delivery of this Agreement by Purchaser or the
consummation of any of the transactions contemplated hereby.

       

      e.           Purchaser
has not engaged any broker, finder or advisor with regard to this Agreement or
the sale of the Distributorship.

       

      f.           Purchaser
acknowledges that it has had full opportunity to review and discuss this
Agreement with an attorney of Purchaser’s choosing. Purchaser further
acknowledges that it has made its own independent determination of the value of
the Distributorship. Purchaser further acknowledges that it is entering into
this Agreement of its own free choice without inducement other than as recited
in this Agreement. Purchaser has had full and adequate opportunity to inform
itself of all matters relating to this Agreement, the Distributorship, and the
Development Agreement.

       

      g.           Purchaser
acknowledges that neither of the Sellers has made any statements,
representations, promises, commitments, assurances, agreements concerning or
relating in any way to the transactions herein or the Distributorship, except as
is expressly set forth in this Agreement or any exhibit hereto.


      
        
           


        

        
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      h.           To the best of the knowledge and belief
of the Officers and Directors of Purchaser, (i) neither of the Sellers is, as of
the date of Closing, in breach of any of the representations and warranties of
Sellers as set forth in Section 3 above, and (ii) no basis exists, as of the
date of Closing, to withhold any payment due Sellers under this
Agreement.

       

      5.           Conditions to
Closing.

      


      a.           The
obligations of Purchaser to perform its obligations at the Closing as provided
herein shall be subject to the occurrence or performance of each of the
following conditions on or before the date of Closing:

      


      (i)           Sellers
shall have performed all obligations on their part to be performed as provided
herein prior to or at the date of Closing;

      


      (ii)           All
of the representations and warranties of Sellers shall be true and correct as of
the date hereof and as of the date of Closing; and

      


      (iii)           Sellers
shall deliver to Purchaser, at Closing, each of the instruments and documents
provided herein to be delivered by Sellers to Purchaser at Closing.

      


      b.           The
obligations of Sellers to perform their obligations at the Closing as provided
herein shall be subject to the occurrence or performance of each of the
following conditions on or before the date of Closing:

      


      (i)           Purchaser
shall have performed all obligations on its part to be performed as provided
herein prior to or at the date of Closing;

      


      (ii)           All
of the representations and warranties of Purchaser herein shall be true and
correct as of the date of this Agreement and as of the date of
Closing;

      


      (iii)           Purchaser
shall deliver to Sellers, at Closing, each of the instruments and documents
provided herein to be delivered by Purchasers at Closing; and

      


      (iv)           There
being no material adverse change in the condition of the Purchaser on or before
the date of Closing.

      


      6.           Closing.

      


      a.           The
Closing of the transactions provided for herein shall take place at the offices
of Purchaser on August 31, 2009 at 10:00 A..M.

      


      b.           At
the Closing, Purchaser shall deliver to Sellers:

      


      (i)           An
original of this Agreement duly executed by a duly authorized officer of
Purchaser;


      
        
           


        

        
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      (ii)           Certified
copies of resolutions of the Board of Directors of Purchaser authorizing and
approving this Agreement and the transactions provided for herein;

      


      (iii)           Wire
transfer of Five Hundred Thousand Dollars ($500,000.00) to such account(s) as
directed by Sellers;

      


      (iv)           Executed
original of the Promissory Note noted and marked “Paid” by a duly authorized
officer of Purchaser;

      


      (v)           An
original of an Assignment and Transfer Agreement in the form of Exhibit B
attached hereto and incorporated herein by reference, duly executed by a duly
authorized officer of Purchaser;

      


      (vi)           An
original of a Mutual Release in the form of Exhibit C attached hereto and
incorporated herein by reference, duly executed by a duly authorized officer of
Purchaser;

      


      (vii)           An
original of the Acknowledgement of Closing Credit and Forgiveness of Loan
Balance Due in the form of Exhibit D attached hereto and incorporated herein by
reference, duly executed by a duly authorized officer of Purchaser;
and

      


      (viii)                      Executed
original of the Deed of Trust (pledging Sellers’ real estate located at 308 Barn
Side Lane, Eureka, Missouri) in favor of Purchaser and executed by Sellers to
secure the payment of loans made by Purchaser to Seller prior to date of
Closing, which Deed of Trust will be marked “Released” by a duly authorized
officer of Purchaser.

      


      c.           At
the Closing, Sellers shall deliver to Purchaser:

      


      (i)           An
original of this Agreement duly executed by Sellers;

      


      (ii)           An
original of the Acknowledgement of Closing Credit and Forgiveness of Loan
Balance Due in the form of Exhibit D attached hereto and incorporated herein by
reference, duly executed by Sellers;

      


      (iii)           An
original of an Assignment and Transfer Agreement in the form of Exhibit B
attached hereto and incorporated herein by reference, duly executed by Sellers;
and

      


      (iv)           An
original of a Mutual Release in the form of Exhibit C attached hereto and
incorporated herein by reference, duly executed by Sellers; and

      


      
        
           

        

        
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      7.           Covenants of
Sellers.  Each of Sellers covenants and agrees as
follows:


      a.           At
the Closing, Sellers shall execute and deliver to Purchaser a Mutual Release in
the form of Exhibit C attached hereto and incorporated herein by reference under
which Sellers, jointly and severally, shall grant a general release of Purchaser
and each of Purchaser’s Affiliates, officers, directors, employees, agents and
shareholders of and from any and all claims, liabilities, actions, cause or
causes of action, damages, cost, loss or expense to the date of the
Closing.

      


      b.           For
a period of two (2) years following the Closing hereunder, the Sellers will not
(individually, collectively, or in any combination, as principal, partner,
member, investor, director, officer, agent, employee, consultant, independent
distributor or otherwise) directly or indirectly engage in, or directly or
indirectly be financially interested in, any business which is engaged in the
research, development, production, marketing or selling of any food product or
nutritional supplement, functional food, weight loss system or product, sports
nutrition product or similar product at any place in the Territory. Nothing in
the foregoing sentence shall be deemed, however, to prevent the Sellers from
owning securities of Purchaser, or of any other publicly owned corporation
engaged in any such business provided that the total amount of securities of
each class owned by either of the Sellers either of record or beneficially in
such other publicly owned corporation does not exceed one percent (1%) of the
outstanding securities of such class.  Nothing herein shall be
construed to prohibit Sellers from assisting Andrew Williams in the development
and operation of the Andrew Williams Reliv Distributorship.

      


      c.           For
a period of seven (7) years following the Closing, each of the Sellers will not,
directly or indirectly, whether as an employee, independent distributor, agent,
officer, consultant, partner, owner, shareholder or otherwise, solicit,
recommend, suggest, or induce any person who is, or at any time during the then
previous 12 months had been, a distributor for Purchaser or any Affiliate, to
become a distributor for, or otherwise become associated with, any person or
organization (other than Purchaser) engaged in the business of marketing or
selling any product or service by means of any direct sales, network marketing
or multilevel marketing method or organization.

      


      d.           Each
of the Sellers agrees for himself or herself and all others acting on his or her
behalf, either directly or indirectly, for a period of seven (7) years following
the Closing: (i) not to publish, repeat, utter or report any statement or
comment, nor to take, encourage, induce or voluntarily participate in any
action, that would negatively comment on, disparage, defame or call into
question the business operations, policies or conduct of the Distributorship or
Purchaser or its subsidiaries, directors, officers, agents, Affiliates or
employees; (ii) not to act in any way with respect to the Distributorship,
Purchaser’s business operations, polices or conduct that would damage the
Distributorship or Purchaser’s reputation, business relationships or present or
future business, or the reputation of Purchaser’s past or present directors,
executives, agents, employees or Affiliates; and (iii) not to comment about
Purchaser to any person or entity, including, but not limited to, Purchaser’s
customers or independent distributors concerning the Distributorship,
Purchaser’s business operations, policies or conduct except as required by law
or court order or as may arise in the course of any legal proceedings arising
out of this Purchase Agreement.

      


      e.           In
the event of any breach or violation of the restrictions contained in this
Section 7, the time period therein specified shall abate during the time of any
violation thereof and that portion remaining at the time of commencement of any
violation shall not begin to run until such violation has been fully and finally
cured.


      
        
           


        

        
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      f.           The
parties agree that the restrictions on the Sellers in this Section 7 are an
incidental part of the overall transaction contemplated by this Agreement; no
part of the overall consideration being paid by Purchaser to the Sellers
hereunder is being allocated separately to such restrictions; and no party will
take a position inconsistent with this Section 7(f) for tax or any other
purpose.

      


      g.           The
parties acknowledge that the laws and public policies of the various states of
the United States might differ as to the validity and enforceability of the
covenants contained in this Section 7.  It is the intention of the
parties that the provisions of this Agreement shall, to the fullest extent
permissible under the law and public policy, be enforced by the courts of each
state and jurisdiction in which enforcement is sought, and that the
unenforceability (or the modification necessary to conform the covenants
contained in this Agreement with such law and public policy) of any part of this
Agreement shall not be deemed to render unenforceable any other part of this
Agreement.  Accordingly, if any provision of this Agreement is deemed
too restrictive by any court of competent jurisdiction in any proceeding
involving the validity of such covenants, the court may reduce, and it is the
parties’ intention that the court should reduce, the offending restriction or
other provision to the maximum restriction it deems reasonable under the
circumstances.

      


      h.           For
purposes of this Section 7:

      


      (i)           “Territory”
means the geographic area within which Purchaser or any Affiliate or any
distributor or representative of Purchaser or any Affiliate is actively engaged
in the sale of, or efforts to sell, the products of Purchaser or any
Affiliate.

      


      (ii)    “Affiliate”
shall mean any corporation of which the Purchaser, or any Affiliate, shall own
in excess of 20% of the capital stock.

      


      8.           Covenants of
Purchaser.  Purchaser covenants and agrees as
follows:

      


      a.           At
the Closing, a duly authorized officer of Purchaser, shall execute and deliver
to Purchaser a Mutual Release in the form of Exhibit C attached hereto and
incorporated herein by reference under which Purchaser shall grant a general
release of Sellers and their heirs and legal and personal representatives of and
from any and all claims, liabilities, actions, cause or causes of action,
damages, cost, loss or expense to the date of the Closing.

      


      b.           Purchaser
agrees for itself and its affiliates that it shall not, and shall not authorize
any of its officers, directors, employees or agents , either directly or
indirectly, for a period of seven (7) years following the Closing to:
(i)  publish, repeat, utter or report any statement or comment, nor to
take, encourage, induce or voluntarily participate in any action, that would
negatively comment on, disparage, defame or call into question the business
operations, policies or conduct of Sellers; and (ii) act in any way with respect
to the Sellers that would damage the Sellers’ reputation, business relationships
or present or future business, except as required by law or court order or as
may arise in the course of any legal proceedings arising out of this Purchase
Agreement.


      
        
           


        

        
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      9.           Indemnification.

      


      a.           Each
of Sellers shall indemnify and hold harmless Purchaser and each officer,
director, shareholder, employee or agent of Purchaser (the “Indemnified Party or
Parties”), and defend the Indemnified Parties against, any action, claim,
liability, loss, damage, cost or expense (including, but not limited to, all
costs of defense, investigation and attorneys’ fees) to which any of the
Indemnified Parties may become subject, insofar as any such action, claim,
liability, loss, damage, cost or expense arises out of, is caused by or is based
upon (a) any breach of warranty, or good faith claim of breach of warranty, by
either of Sellers hereunder, (b) any breach or violation, or good faith claimed
breach or violation, of any contract, agreement, representation or commitment
made by Sellers or either of them, including without limitation the Development
Agreement or (c) any act of Sellers or either of them prior to the date of the
Closing.

      


      b.           Purchaser
shall indemnify and hold harmless Sellers, and each of them, and defend the
Sellers, and each of them, against, any action, claim, liability, loss, damage,
cost or expense (including, but not limited to, all costs of defense,
investigation and attorneys’ fees) to which any of the Sellers may become
subject, insofar as any such action, claim, liability, loss, damage, cost or
expense arises out of, is caused by or is based upon (a) any breach of warranty,
or good faith claim of breach of warranty, by Purchaser, its affiliates,
officers or directors, (b) any breach or violation, or good faith claimed breach
or violation, of any contract, agreement, representation or commitment made by
Purchaser or its affiliates; and/or (c) any act or omission of Purchaser with
respect to the Distributorship after the date of Closing; provided, however,
that Sellers shall not be entitled to indemnification with respect to any
violation, or claimed violation, of the Development Agreement..

      


      10.           Remedies.

      


      a.           Injunctive
Relief.  Each of the Sellers acknowledges that the covenants
contained in Section 7 of this Agreement are reasonable and necessary in order
to protect Purchaser’s legitimate interests and agrees that any breach by either
of the Sellers of their covenants set forth in Section 7 of this Agreement would
cause Purchaser irreparable injury and that money damages would not provide
Purchaser an adequate remedy.  Each of the Sellers, therefore, agrees
that, in the event of any such breach, in addition to any other remedies
available to Purchaser, Purchaser shall be entitled to injunctive relief from
any court of competent jurisdiction without the necessity of proving actual
damages or posting a bond therefor.

      


      b.           Remedy for Breach or
Indemnity.  In the event that Purchaser shall, in good faith,
assert a claim with respect to Sellers or either of them of breach of warranty
or covenant, or an Indemnified Party shall, in good faith, assert a right to
indemnification with respect to any action, claim, liability, loss, damage, cost
or expense subject to indemnification as provided in Section 9 hereof, Purchaser
shall be entitled to withhold from payment to Sellers, until final resolution of
any such claim or matter, an amount which Purchaser shall, in good faith, deem a
reasonable reserve with respect to each such claim or matter and
to  apply the same (i) to any cost of claim or defense or
investigation thereof, including reasonable attorneys’ fees and (ii) to the
amount ultimately determined to be due to Purchaser or an Indemnified Party
hereunder.


      
        
           


        

        
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      c.           Remedies
Non-exclusive.  Purchaser shall have the right to enforce the
restrictions set forth in Section 7 by injunction, specific performance or
other equitable relief, without bond and without prejudice to any other rights
and remedies that Purchaser may have for a breach, or threatened breach, of the
obligations of Sellers described in Section 7.

      


      11.           Arbitration.

      


      a.           Agreement to
Arbitrate.  The parties agree that any dispute, controversy or
claim arising out of or relating to this Agreement, or to the interpretation,
performance, breach or termination thereof, shall be resolved by binding
arbitration under the Commercial Rules and Regulations of American Arbitration
Association (“AAA”), as amended from time to time; provided, however, that this
arbitration requirement shall not apply to any action by Purchaser to obtain
injunctive relief to prevent any violation by the Sellers of the terms of this
Agreement, which injunctive action may be brought in any court of competent
jurisdiction. The filing of a claim for injunctive relief shall not allow either
party to raise any other claim outside arbitration.  The arbitration
will be conducted in the County of St. Louis, Missouri.  The
appointing authority will be the AAA.  The number of arbitrators will
be three (3), who shall constitute the “arbitral panel”.

      


      b.           Notice of
Arbitration.  The arbitration will begin on the date on which
the notice of demand for arbitration is delivered to the responding party (the
“Respondent”) at the address appearing for that party for notices
herein.  The party giving notice of the arbitration will include the
following and any other information required by the AAA: (a) a demand that the
dispute be submitted to arbitration; (b) the names and domiciles of the parties;
(c) a reference to this Agreement and this arbitration provision; (d) a
description of the failure to perform an obligation under this Agreement and of
the petitions and amounts claimed.

      


      c.           Certain Procedures;
Confidentiality.  The arbitration shall be conducted in
accordance with the Commercial Rules of Arbitration of the AAA.  The
parties shall be entitled to all discovery in accordance with the Federal Rules
of Civil Procedure, including document production, interrogatories and
depositions.  At least fifteen (15) days prior to the date of the
hearing, the parties will deliver to the arbitrator: (i) the names and addresses
of any witness that they intend to present; (ii) the documents that will be
submitted at the hearing; and (iii) a description of any other evidence to be
presented in the arbitration.  The parties agree to continue
performing their respective obligations under this Agreement during the
resolution of any dispute regarding the Agreement.  All the matters
regarding or submitted to the arbitral panel during any arbitration proceeding
herein will be treated as Confidential Information and any and all arbitrators
will maintain its confidentiality.

      


      d.           Interim
Relief.  The parties expressly agree that prior to the
selection of the arbitral panel, nothing in this Agreement shall prevent the
parties from applying to a court that would otherwise have jurisdiction for
provisional or interim measures.  After the arbitral panel is
selected, it shall have sole jurisdiction to hear such applications, except that
the parties agree that any measure ordered by the arbitral panel may be
immediately and specifically enforced by a court otherwise having jurisdiction
over the parties.


      
        
           


        

        
          10

          
            

          

        

        
           


        

      

      


      e.           Arbitral
Award.  The arbitration award will be final and binding,
without any additional recourse.  The arbitral panel’s award will be
issued no later than ten (10) days after the beginning of the arbitration
hearing.  The award will be final and binding, without additional
recourse, and will be the exclusive remedy of the parties for all claims,
counterclaims, issues or accountings presented or pleaded to the arbitral
panel.  The arbitral tribunal will render its award strictly in
accordance with this Agreement and does not have authority to change or diverge
from any provision of this Agreement.  The arbitral panel may impose
indemnification measures as part of the award.  The arbitral award
will (i) be granted and paid in Untied States Dollars exclusive of any tax,
deduction or offset and (ii) include interest from the date the award is
rendered until it is fully paid, computed at the rate of ten percent
(10%).

      


      f.           Judgment on
Award.  Judgment upon the arbitral award may be entered in any
court of competent jurisdiction.  The parties submit themselves to the
jurisdiction of the courts of the State of Missouri for purposes of enforcing
any interim or final award of the arbitral panel.  Any additional
costs, fees or expenses incurred in enforcing the arbitral award shall be
charged against the party that resists its enforcement.

      


      g.           Expenses of
Arbitration.  In any arbitration proceeding hereunder, each
party shall bear the expenses of its witnesses.  All other costs of
arbitration, including, without limitation, the fees and expenses of the
arbitral panel, the cost of the record or transcripts thereof, if any,
administrative fees, and all other fees and costs shall be allocated to the
parties to the arbitration as determined by the arbitral panel.

      


      h.           Law
Applicable.  Notwithstanding anything to the contrary contained
herein, the law applicable to the validity of this Section 11 regarding
arbitration, the conduct of the arbitration, including any resort to a court for
provisional or interim remedies, the enforcement of any award and any other
question of arbitration law or procedure, shall be the Untied States Federal
Arbitration Act, 9 U.S.C. Sec.1, et seq.

      


      12.           Waiver of Terms and
Conditions, Survival.

      


      a.           No Waiver.  The
failure of a party hereto in any one or more instances to insist upon
performance of any of the terms and conditions of this Agreement, or to exercise
any right or privilege contained in this Agreement or the waiver of any breach
of the terms or conditions of this Agreement will not be construed as thereafter
waiving any such terms, conditions, rights or privileges, and the same will
continue and remain in force and effect as if no waiver had
occurred.

      


      b.           Survival.  Either
party’s obligations under this Agreement which by their nature or terms would
continue beyond the termination, expiration or cancellation of this Agreement
will survive termination, expiration or cancellation of this Agreement
including, but not limited to: Section 3, Representations and Warranties of
Sellers; Section 4, Representations and Warranties of Purchaser; Section 9,
Indemnification; Section 10, Remedies; and Section 11,
Arbitration.


      
        
           


        

        
          11

          
            

          

        

        
           


        

      

      


      13.           Miscellaneous.

      


      a.           Authority; No
Conflict.  Each party executing this Agreement represents and
warrants to the other parties (i) that it has the absolute and unrestricted
right, power, authority, and capacity to execute and deliver this Agreement and
that, upon execution and delivery thereof by other parties, this Agreement will
constitute the legal, valid and binding obligation of such party, and (ii) that
the execution and delivery of this Agreement and the performance of the
transactions contemplated hereby, will not, directly or indirectly (with or
without notice or lapse of time), contravene, conflict with, or result in a
violation of any provision of the organizational documents or board or
shareholder action of such party, and (iii) that such party is not, and will not
be, required to give any notice to obtain any consent from any third party in
connection with the execution and delivery of this Agreement or the consummation
or performance of any of the transactions contemplated hereby.

      


      b.           Severability.  If
any provision of this Agreement or the application of any such provision to any
person or circumstance, is declared judicially to be invalid, unenforceable or
void, such decision will not have the effect of invalidating or voiding the
remainder of this Agreement, it being the intent and agreement of the parties
that this Agreement will be deemed to have been amended by modifying such
provision to the extent necessary to render it valid, legal and enforceable
while preserving its intent or, if such modification is not possible, by
substituting therefor another provision that is legal and enforceable and that
achieves the same objective.

      


      c.           Assignment.  Neither
party will assign this Agreement or any rights, responsibilities, or obligations
in this Agreement, without the express written approval of the other and any
attempted assignment in violation of this provision shall be void.

      


      d.           Notices. All notices,
requests, demands and other communications which are required or may be given
under this Purchase Agreement shall be in writing and shall be deemed to have
been duly given when received if personally delivered; the day after it is sent,
if sent for next day delivery to a domestic address by recognized overnight
delivery service that requires signatures of recipients upon delivery and
provides tracking services (e.g., Federal Express); and
two (2) business days after being mailed by certified or registered mail, return
receipt requested, to the following address or to such other address as the
Buyer or the Seller may advise in writing from time to time

      


      
        
          
            	
                    If
      to Julie Williams:

                  	
                    Julie
      Williams

                  
	 
      	
                    308
      Barn Side Lane

                  
	 
      	
                    Eureka,
      MO 63025

                  
	 
      	 
      
	
                    If
      to Michael Williams:

                  	
                    Michael
      Williams

                  
	 
      	
                    308
      Barn Side Lane

                  
	 
      	
                    Eureka,
      MO 63025

                  


          

        

      

       

      
        
           


        

        
          12

          
            

          

        

        
           


        

      

       

      
        
          	
                  If
      to Purchaser:

                	
                  Robert
      L. Montgomery

                
	 
      	
                  Chief
      Executive Officer

                
	 
      	
                  Reliv
      International, Inc.

                
	 
      	
                  136
      Chesterfield Industrial Boulevard

                
	 
      	
                  Chesterfield,
      Missouri 63005

                


        

      

      


      e.           Subject
Headings.  The subject headings of this Agreement are included
for purposes of convenience only and shall not affect the construction or
interpretation of any of its provisions.

      


      f.           Counterparts.  This
Agreement may be executed in several duplicate originals, each of which shall be
deemed an original but all of which together shall constitute one and the same
instrument.

      


      g.           Governing
Law.  This Agreement has been entered into within the State of
Missouri and this Agreement shall be governed by, and construed and interpreted
in accordance with, the laws of that jurisdiction, as applicable to contracts
which are executed and delivered in that jurisdiction, and which are to be
performed wholly within that jurisdiction, without taking into account
provisions thereof regarding choice or conflict of laws.

      


      h.           Entire Agreement and
Modification.  This Agreement and the attachments to this
Agreement and made a part of this Agreement sets forth the entire Agreement of
the Parties with respect to the subject matter of this Agreement and supersedes
and merges all prior agreements and understandings, whether written or oral. No
amendment, modification, or waiver of any provisions of this Agreement or
consent to any departure therefrom will be effective unless in writing signed by
duly authorized officers or representatives of both parties.

      


      [THE
REMAINDER OF THIS PAGE INTENTIONALLY BLANK]


      
        
           


        

        
          13

          
            

          

        

        
           


        

      


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

      


      THIS
CONTRACT CONTAINS A BINDING ARBITRATION PROVISION WHICH MAY BE ENFORCED BY THE
PARTIES.

      


      
        
          	
                  /s/ Julie T. Williams

                
	
                  Julie
      T. Williams

                


        

      

      


      
        
          	
                  /s/ Michael G. Williams

                
	
                  Michael
      G. Williams

                


        

      

      


      RELIV
INTERNATIONAL, INC.

      


      
        
          	
                  By:  

                	
                  /s/ Steven D.
  Albright

                


        

      

       

      
        
          	
                  Print Name:  

                	
                  Steven D.
  Albright

                


        

      

       

      
        
          	
                  Title:  
      

                	
                  SVP/CFO

                


        

      


      
        
           


        

        
          14