EXHIBIT 10.1

                               SERVICES AGREEMENT

      THIS AGREEMENT is made and entered into this 1st day of June, 2002
effective for the term provided herein, by and between Reliv' International,
Inc., an Illinois 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, 1997 ("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
      President. 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) attendance at, and participation in, distributor events of
      the Company as requested from time to time and (iii) research and writing
      of articles in professional publications, research papers and the like.
      Executive shall be Chairman of the Scientific Advisory Board of the
      Company.

            1.3 During the term of Executive's employment hereunder, and subject
      to the other provisions hereof, Executive shall devote approximately
      one-half (approximately 80 hours per month) of his energies, interest,
      abilities and productive time to the performance of his duties and
      responsibilities hereunder and will perform such duties and
      responsibilities faithfully and with reasonable care for the welfare of
      the Company. 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

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      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 The Company shall pay to Executive during the initial
            term of employment hereunder and each renewal term a basic salary at
            the rate per month of $22,500. 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 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.

                  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

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            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 During the term hereof, the Company shall maintain in
            force the life insurance policy provided for in the Split-Dollar
            Agreement among the Company and Executive and shall pay the life
            insurance coverage amounts of the premiums under such policy.

                  2.2.4 The Company presently provides an automobile to
            Executive under lease and the Company shall continue to pay the
            lease cost of such automobile, and Executive shall continue to have
            the right of the use thereof, until the expiration of the present
            lease term for the automobile which expires in October, 2002.
            Thereafter, for a period of 36 months, the Company will pay to
            Executive a car allowance of $800 per month.

      3.    Term.

            3.1 The employment of Executive hereunder shall be for a term
      commencing on July 1, 2001 and expiring on June 30, 2006. Upon the
      expiration of the initial term or any renewal term of Executive's
      employment hereunder, the term of such employment automatically shall be
      renewed for an additional term of one year commencing on June 1 and
      expiring on the succeeding June 30 unless Executive or the Company shall
      give notice of the termination of Executive's employment by written notice
      to the other more than 120 days prior to the date of expiration of the
      initial or any renewal term. In the event that such notice of termination
      shall be given timely, Executive's employment with the Company shall
      terminate at the expiration of the term for which such notice is given and
      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 20 years
      commencing on July 1, 2001.

      4.    Consultation Term.

            4.1 Upon the expiration or termination of the term, or any renewal
      term of employment of Executive as provided in paragraph 3.1 hereof, other
      than a termination of this Agreement by reason of an event of default
      under paragraph 5 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. 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,


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      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. It is understood that Executive shall act
      during the Consultation Term in the capacity of an independent contractor
      and shall not be subject to the direction, control, or supervision of the
      Company with respect to the time spent, research undertaken, or procedures
      followed in the performance of his consulting services hereunder. In
      particular, Executive will not be required without his consent to
      undertake any assignment which would require him to leave his city of
      residence at the time for purposes of such consultation.

            4.2 During the term of the Consulting Term, the Company shall pay to
      Executive the sum of $10,000 per month for his services as provided in
      this paragraph 4.

            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 term of the 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.

            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:


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

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

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

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

                  5.4.1 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;

                  5.4.2 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,


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                        (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.

            5.5 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:

                  5.5.1 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;

                  5.5.2 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;

            5.6 In the event of termination of the Agreement by Executive in
      accordance with paragraph 5.3 hereof, all rights and obligations of the
      Company and Executive hereunder shall terminate on the date of such
      termination, subject to the following:

                  5.6.1 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;

                  5.6.2 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 the Company shall pay to the heirs, legatees or personal
      representative of Executive (i) all compensation or benefits hereunder
      accrued but not paid to the date of Executive's death, and (iii) an


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      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.

            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


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      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.

            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 majority 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

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


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      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.

      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.


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      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
                              18180 Bent Ridge Dr.
                              Glencoe, MO 63038

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,


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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]


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<PAGE>

      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


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