EXHIBIT 10.2

RELIV' INTERNATIONAL, INC.         148671-1089253                       HH/ph/as

                             MODIFICATION AGREEMENT

      THIS AGREEMENT, made and entered into as of this 1st day of June, 2002 by
and between SOUTHWEST BANK OF ST. LOUIS, whose address is 2301 South
Kingshighway, St. Louis, Missouri 63110-3498 (hereinafter referred to as
"Southwest"), and RELIV' INTERNATIONAL, INC. whose address is P.O. Box 405,
Chesterfield, MO 63006-0405 (hereinafter referred to as "Borrower")

                                   WITNESSETH

      WHEREAS, Borrower has executed a certain Note dated September 2, 1997 in
the original amount of $4,430,000.00 secured by a Deed of Trust dated September
2 1997 and recorded in Book 11284 Page 0095 in the Office of the Recorder of
Deeds of the County of St. Louis, State of Missouri; and

      WHEREAS, Southwest is the present holder of the aforementioned Note and
Deed of Trust; and

      WHEREAS, Borrower has requested Southwest to modify said Note; and

      WHEREAS, Southwest is, subject to certain conditions hereinafter set out,
willing to modify said Note.

      NOW, THEREFORE, in consideration of the mutual promises and agreements
herein contained, the parties agree as follows:

      1.    The outstanding principal balance under the Note as of June 1, 2002
            is $4,020,517.40.

      2.    The maturity date of the Note shall remain the same at March 1,
            2004.

      3.    Borrower agrees that commencing July 1, 2002, it shall rnake
            payments of principal and interest in the amount of $38,802.13
            monthly and on the 1st day of each succeeding month thereafter with
            all outstanding principal and interest due on March 1, 2004. A late
            charge in the amount of 10% of the monthly installment will be
            assessed if payment is 30 days late, but in no event not less than
            $10.00.

      4.    The interest rate shall be changed to Southwest Bank of St. Louis'
            Prime Rate plus 0.00% to be adjusted on the first day of the month
            following any change in said Prime Rate, and after maturity, by
            acceleration or otherwise, at a rate of 5.00% per annum in excess of
            the rate in effect at maturity.

      5.    Nothing contained herein shall impair the security of Southwest, its
            successors or assigns under said Note and Deed of Trust nor effect
            or impair any rights or power which it may have under said Note and
            Deed of Trust for the recovery of the debt, with interest. Except as
            expressly provided herein, the parties hereto acknowledge that all
            conditions, covenants and agreements contained in said Note and Deed
            of Trust are hereby continued in full force and effect, and said
            Deed of Trust shall be and remain a lien upon the real

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            estate described therein until the principal and interest provided
            for in said Note and Deed of Trust are fully paid.

      6.    If any payment of principal and interest is not. paid when due as
            described herein such failure shall constitute a default under the
            Note and Deed of Trust, or if there is a default in the due
            performance of any of the covenants and obligations contained in the
            Deed of Trust.

      7.    Borrower certifies and represents that it has no defenses, offsets,
            credits, or counterclaims against Southwest to its obligations under
            the Note and Deed of Trust and that Southwest has fulfilled all of
            its obligations, covenants and warranties under the Note and Deed of
            Trust and is not in default of any such obligations, covenants or
            warranties.

      8.    This modification shall be binding upon the heirs, executors,
            administrators, legal representatives, successors and assigns of the
            parties hereto.

      IN WITNESS WHEREOF, the parties hereto have subscribed their names this
1st day of June, 2002.

      Property Address:
                                                  RELIV' INTERNATIONAL, INC.
      112 & 136 Chesterfield Industrial Blvd.
      2nd and 3rd Deed of Trust
                                                  By:   /s/ Robert L. Montgomery
                                                        ------------------------
      Maturity Date:                              Name: Robert L.  Montgomery
      March 1, 2004                                     ------------------------
                                                  Its:  President

                                                  By:   /s/  Steven D. Albright
                                                        ------------------------
                                                  Name: Steven D Albright
                                                        ------------------------
                                                  Its:  Controller


                                                  SOUTHWEST BANK OF ST. LOUS

                                                  By:   /s/  Hord Hardin, II
                                                        ------------------------
                                                  Name: Hord Hardin, II
                                                        ------------------------
                                                  Its:  Senior Vice President