**Southwest
      Bank**


**PROMISSORY
      NOTE**





**Principal**
              **$5,000,000.00**
            **Loan
                Date**
              **04-30-2006**
            **Maturity**
              **04-30-2008**
            **Loan
                No**
              **2006943-22003**
            **Call/Coll**
              **M100S/G0**
            **Account**
              **00000007967**
            **Officer**
              **32689**
            **Initials**References
                in the shaded area are for Lender’s use only and do not limit the
                applicability of this document to any particular loan or
                item.
              Any
                item above containing “***” has been omitted due to text length
                limitations.




**Borrower:**
            Reliv International, Inc.
            **Lender:**
            Southwest Bank of St.
              Louis136 Chesterfield Industrial
              Blvd.
            
            ClaytonChesterfield, MO 63005
            
            700 Corporate Park DriveClayton, MO 63105


****


**Principal Amount:
                $5,000,000.00**
              **Date
                  of Note: April 30,
                  2006**





**PROMISE
      TO PAY. Reliv International, Inc. (“Borrower”) promises to pay to Southwest Bank
      of St. Louis (“Lender”), or order, in lawful money of the United States of
      America, the principal amount of Five Million & 00/100 Dollars
      ($5,000,000.00) or so much as may be outstanding, together with interest on
      the
      unpaid outstanding principal balance of each advance. Interest shall be
      calculated from the date of each advance until repayment of each
      advance.**





**PAYMENT.
      Borrower will pay this loan in one payment of all outstanding principal plus
      all
      accrued unpaid interest on April 30, 2008. In addition, Borrower will pay
      regular monthly payments of all accrued unpaid interest due as of each payment
      date, beginning May 30, 2006, with all subsequent interest payments to be due
      on
      the same day of each month after that. Unless otherwise agreed or required
      by
      applicable law, payments will be applied to Accrued Interest, Credit Life
      Premiums, Principal, Late Charges, and Escrow. The annual interest rate for
      this
      Note is computed on a 365/360 basis; that is, by applying the ratio of the
      annual interest rate over a year of 360 days, multiplied by the outstanding
      principal balance, multiplied by the actual number of days the principal balance
      is outstanding. Borrower will pay Lender at Lender’s address shown above or at
      such other place as Lender may designate in writing.**





**VARIABLE
      INTEREST RATE.** The
      interest rate on this Note is subject to change from time to time based on
      changes in an independent index which is the British Bankers Association (BBA)
      LIBOR and reported by a major news service selected by Lender (such as Reuters,
      Bloomberg or Moneyline Telerate). If BBA LIBOR for the one month period is
      not
      provided or reported on the first day of a month because, for example, it is
      a
      weekend or holiday or for another reason, the One Month LIBOR Rate shall be
      established as of the preceding day on which a BBA LIBOR rate is provided for
      the one month period and reported by the selected news service (the “Index”).
      The Index is not necessarily the lowest rate charged by Lender on its loans.
      If
      the Index becomes unavailable during the term of this loan, Lender may designate
      a substitute index after notifying Borrower. Lender will tell Borrower the
      current Index rate upon Borrower’s request. The interest rate change will not
      occur more often than each first day of each calendar month. Borrower
      understands that Lender may make loans based on other rates as well. The
      interest rate to be applied to the unpaid principal balance of this Note will
      be
      at a rate equal to the Index. NOTICE: Under no circumstances will the interest
      rate on this Note be more than the maximum rate allowed by applicable
      law.





**PREPAYMENT.** Borrower
      may pay without penalty all or a portion of the amount owed earlier than it
      is
      due. Early payments will not, unless agreed to by Lender in writing, relieve
      Borrower of Borrower’s obligation to continue to make payments of accrued unpaid
      interest. Rather, early payments will reduce the principal balance due. Borrower
      agrees not to send Lender payments marked “paid in full”, “without recourse”, or
      similar language. If Borrower sends such a payment, Lender may accept it without
      losing any of Lender’s rights under this Note, and Borrower will remain
      obligated to pay any further amount owed to Lender. All written communications
      concerning disputed amounts, including any check or other payment instrument
      that indicates that the payment constitutes “payment in full” of the amount owed
      or that is tendered with other conditions or limitations or as full satisfaction
      of a disputed amount must be mailed or delivered to: Southwest Bank of St.
      Louis, Clayton, 700 Corporate Park Drive, Clayton, MO 63105.





**LATE
      CHARGE.** If a
      payment is more than 15 days late, Borrower will be charged **5.000%
      of the unpaid portion of the regularly scheduled payment.**




**INTEREST
      AFTER DEFAULT.** Upon
      default, including failure to pay upon final maturity, the interest rate on
      this
      Note shall be increased by adding a 3.000 percentage point margin (“Default Rate
      Margin”). The Default Rate Margin shall also apply to each succeeding interest
      rate change that would have applied had there been no default. However, in
      no
      event will the interest rate exceed the maximum interest rate limitations under
      applicable law.





**DEFAULT.** Each of
      the following shall constitute an event of default (“Event of Default”) under
      this Note:




**Payment
      Default.** Borrower
      fails to make any payment when due under this Note.




**Other
      Defaults.** Borrower
      fails to comply with or to perform any other term, obligation, covenant or
      condition contained in this Note or in any of the related documents or to comply
      with or to perform any term, obligation, covenant or condition contained in
      any
      other agreement between Lender and Borrower.




**Default
      in Favor of Third Parties.** Borrower
      or any Grantor defaults under any loan, extension of credit, security agreement,
      purchase or sales agreement, or any other agreement, in favor of any other
      creditor or person that may materially affect any of Borrower’s property or
      Borrower’s ability to repay this Note or perform Borrower’s obligations under
      this Note or any of the related documents.




**False
      Statements.** Any
      warranty, representation or statement made or furnished to Lender by Borrower
      or
      on Borrower’s behalf under this Note or the related documents is false or
      misleading in any material respect, either now or at the time made or furnished
      or becomes false or misleading at any time thereafter.




**Insolvency.** The
      dissolution or termination of Borrower’s existence as a going business, the
      insolvency of Borrower, the appointment of a receiver for any part of Borrower’s
      property, any assignment for the benefit of creditors, any type of creditor
      workout, or the commencement of any proceeding under any bankruptcy or
      insolvency laws by or against Borrower.





**Creditor
      or Forfeiture Proceedings.** Commencement of foreclosure or forfeiture proceedings, whether by judicial
      proceeding, self-help, repossession or any other method, by any creditor of
      Borrower or by any governmental agency against any collateral securing the
      loan.
      This includes a garnishment of any of Borrower’s accounts, including deposit
      accounts, with Lender. However, this Event of Default shall not apply





**PROMISSORY
      NOTE**


**Loan No:
                2006943-22003**
              **(Continued)**
              **Page
                  2**


****


****


if
      there
      is a good faith dispute by Borrower as to the validity or reasonableness of
      the
      claim which is the basis of the creditor or forfeiture proceeding and if
      Borrower gives Lender written notice of the creditor or forfeiture proceeding
      and deposits with Lender monies ora surety bond for the creditor or forfeiture
      proceeding, in an amount determined by Lender, in its sole discretion, as being
      an adequate reserve or bond for the dispute.





**Events
      Affecting Guarantor.** Any of
      the preceding events occurs with respect to any guarantor, endorser, surety,
      or
      accommodation party of any of the indebtedness or any guarantor, endorser,
      surety, or accommodation party dies or becomes incompetent, or revokes or
      disputes the validity of, or liability under, any guaranty of the indebtedness
      evidenced by this Note. In the event of a death, Lender, at its option, may,
      but
      shall not be required to, permit the guarantor’s estate to assume
      unconditionally the obligations arising under the guaranty in a manner
      satisfactory to Lender, and, in doing so, cure any Event of
      Default.





**Change
      In Ownership.** Any
      change in ownership of twenty-five percent (25%) or more of the common stock
      of
      Borrower.





**Adverse
      Change.** A
      material adverse change occurs in Borrower’s financial condition, or Lender
      believes the prospect of payment or performance of this Note is
      impaired.





**Insecurity** .
      Lender
      in good faith believes itself insecure.





**LENDER’S
      RIGHTS.** Upon
      default, Lender may declare the entire unpaid principal balance on this Note
      and
      all accrued unpaid interest immediately due, and then Borrower will pay that
      amount.





**ATTORNEYS’
      FEES; EXPENSES.** Lender
      may hire or pay someone else to help collect this Note if Borrower does not
      pay.
      Borrower will pay Lender that amount. This includes, subject to any limits
      under
      applicable law, Lender’s attorneys’ fees and Lender’s legal expenses whether or
      not there is a lawsuit, including attorneys’ fees and expenses for bankruptcy
      proceedings (including efforts to modify or vacate any automatic stay or
      injunction), and appeals. If not prohibited by applicable law, Borrower also
      will pay any court costs, in addition to all other sums provided by
      law.





**GOVERNING
      LAW. This Note will be governed by federal law applicable to Lender and, to
      the
      extent not preempted by federal law, the laws of the State of Missouri without
      regard to its conflicts of law provisions. This Note has been accepted by Lender
      in the State of Missouri.**





**CHOICE
      OF VENUE.** If there
      is a lawsuit, Borrower agrees upon Lender’s request to submit to the
      jurisdiction of the courts of St Louis County, State of Missouri.





**DISHONORED
      ITEM FEE.** Borrower
      will pay a fee to Lender of $15.00 if Borrower makes a payment on Borrower’s
      loan and the check or preauthorized charge with which Borrower pays is later
      dishonored.





**RIGHT
      OF SETOFF.** To the
      extent permitted by applicable law, Lender reserves a right of setoff in all
      Borrower’s accounts with Lender (whether checking, savings, or some other
      account). This includes all accounts Borrower holds jointly with someone else
      and all accounts Borrower may open in the future. However, this does not include
      any IRA or Keogh accounts, or any trust accounts for which setoff would be
      prohibited by law. Borrower authorizes Lender, to the extent permitted by
      applicable law, to charge or setoff all sums owing on the debt against any
      and
      all such accounts.





**LINE
      OF CREDIT.** This Note
      evidences a revolving line of credit. Advances under this Note, as well as
      directions for payment from Borrower’s accounts, may be requested orally or in
      writing by Borrower or by an authorized person. Lender may, but need not,
      require that all oral requests be confirmed in writing. Borrower agrees to
      be
      liable for all sums either: (A) advanced in accordance with the instructions
      of
      an authorized person or (B) credited to any of Borrower’s accounts with Lender.
      The unpaid principal balance owing on this Note at any time may be evidenced
      by
      endorsements on this Note or by Lender’s internal records, including daily
      computer print-outs. Lender will have no obligation to advance funds under
      this
      Note if: (A) Borrower or any guarantor is in default under the terms of this
      Note or any agreement that Borrower or any guarantor has with Lender, including
      any agreement made in connection with the signing of this Note; (B) Borrower
      or
      any guarantor ceases doing business or is insolvent; (C) any guarantor seeks,
      claims or otherwise attempts to limit, modify or revoke such guarantor’s
      guarantee of this Note or any other loan with Lender; (D) Borrower has applied
      funds provided pursuant to this Note for purposes other than those authorized
      by
      Lender; or (E) Lender in good faith believes itself insecure.





**PRICING
      GRID.** An
      exhibit, titled “Pricing Grid,” is attached to this Note and by this reference
      is made a part of this Note just as if all the provisions, terms and conditions
      of the Exhibit had been fully set forth in this Note.





**SUCCESSOR
      INTERESTS.** The terms
      of this Note shall be binding upon Borrower, and upon Borrower’s heirs, personal
      representatives, successors and assigns, and shall inure to the benefit of
      Lender and its successors and assigns.





**GENERAL
      PROVISIONS.** If any
      part of this Note cannot be enforced, this fact will not affect the rest of
      the
      Note. Lender may delay or forgo enforcing any of its rights or remedies under
      this Note without losing them. Borrower and any other person who signs,
      guarantees or endorses this Note, to the extent allowed by law, waive
      presentment, demand for payment, and notice of dishonor. Upon any change in
      the
      terms of this Note, and unless otherwise expressly stated in writing, no party
      who signs this Note, whether as maker, guarantor, accommodation maker or
      endorser, shall be released from liability. All such parties agree that Lender
      may renew or extend (repeatedly and for any length of time) this loan or release
      any party or guarantor or collateral; or impair, fail to realize upon or perfect
      Lender’s security interest in the collateral; and take any other action deemed
      necessary by Lender without the consent of or notice to anyone. All such parties
      also agree that Lender may modify this loan without the consent of or notice
      to
      anyone other than the party with whom the modification is made. The obligations
      under this Note are joint and several.





**ORAL
      AGREEMENTS OR COMMITMENTS TO LOAN MONEY, EXTEND CREDIT OR TO FOREBEAR FROM
      ENFORCING REPAYMENT OF A DEBT INCLUDING PROMISES TO EXTEND OR RENEW SUCH DEBT
      ARE NOT ENFORCEABLE, REGARDLESS OF THE LEGAL THEORY UPON WHICH IT IS BASED
      THAT
      IS IN ANY WAY RELATED TO THE CREDIT AGREEMENT. TO PROTECT YOU (BORROWER(S))
      AND
      US (LENDER) FROM MISUNDERSTANDING OR DISAPPOINTMENT, ANY AGREEMENTS WE REACH
      COVERING SUCH MATTERS ARE CONTAINED IN THISWRITING, WHICH IS THE COMPLETE AND
      EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN US, EXCEPT AS WE MAY LATER AGREE
      IN
      WRITING TO MODIFY IT.**











**PROMISSORY
      NOTE**


**Loan No:
                2006943-22003**
              **(Continued)**
              **Page
                  3**









**JURY
      WAIVER. Lender and Borrower hereby waive the right to any jury trial in any
      action, proceeding, or counterclaim brought by either Lender or Borrower against
      the other.**





**PRIOR
      TO SIGNING THIS NOTE, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS
      NOTE, INCLUDING THE VARIABLE INTEREST RATE PROVISIONS. BORROWER AGREES TO THE
      TERMS OF THE NOTE.**





**BORROWER
      ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THIS PROMISSORY
      NOTE.**





**BORROWER:**





**Reliv
      International, Inc.**





**By:****/s/
              Robert L. Mongtomery**
            **6/28/06**
            
            **By**:**/s/
              Steven D. Albright**
            **6/28/06****Robert L. Montgomery,
              President of Reliv International, Inc.**
            
            **Steven D. Albright,
              CFO of
              Reliv International, Inc.**












**PRICING
      GRID**





**Principal**
              **$5,000,000.00**
            **Loan
                Date**
              **04-30-2006**
            **Maturity**
              **04-30-2008**
            **Loan
                No**
              **2006943-22003**
            **Call/Coll**
              **M100S/G0**
            **Account**
              **00000007967**
            **Officer**
              **32689**
            **Initials**References
                in the shaded area are for Lender’s use only and do not limit the
                applicability of this document to any particular loan or
                item.
              Any
                item above containing “***” has been omitted due to text length
                limitations.




**Borrower:**
            Reliv International, Inc.
            **Lender:**
            Southwest Bank of St.
              Louis136 Chesterfield Industrial
              Blvd.
            
            ClaytonChesterfield, MO 63005
            
            700 Corporate Park DriveClayton, MO
              63105









**This
      PRICING GRID is attached to and by this reference is made a part of the
      Promissory Note, dated April 30, 2006, and executed in connection with a loan
      or
      other financial accommodations between SOUTHWEST BANK OF ST. LOUIS and Reliv’
International, Inc.**





The
      percentage points over the index (“Applicable Margin”) shall be adjusted as
      follows:





**Applicable
      Margin is initially set at LIBOR + 1.25%, and will adjust quarterly
      corresponding to the Total Funded Debt/EBITDA Ratio (as defined in the financial
      covenants and ratios section of the Loan Agreement) in the table below. The
      Total Funded Debt/EBITDA Ratio will be calculated based on the quarterly
      consolidated statements (referred to in the financial statements section of
      the
      Loan Agreement) for the fiscal quarter ending March 31, June 30, September,
      and
      December 31 of each year. The adjusted Applicable Margin will commence three
      business days after the receipt of the applicable quarterly consolidated
      statements. In the event Borrower does not deliver the quarterly consolidated
      statements as required in the Loan Agreement, Lender may adjust the Applicable
      Margin 1.65% at any time after the statements were required. The Applicable
      Margin shall be readjusted three business days after receipt of such
      statements.**




**Total
              Debt/EBITDA**
            **Rate****Over
              3.00x**
            **LIBOR
              + 2.00%****2.25
              to 2.99x**
            **LIBOR
              + 1.75%****1.51
              to 2.24x**
            **LIBOR
              + 1.50%****Below
              1.50x**
            **LIBOR
              + 1.25%**


****


**THIS
      PRICING GRID IS EXECUTED ON JUNE 28, 2006.**





**BORROWER:**




**By:
              /s/ Robert L. Montgomery**
            **6/28/06****Robert L. Montgomery,
              President of Reliv International, Inc.****By:/s/
              Steven D. Albright**
            **6/28/06****Steven D. Albright, CFO of
              Reliv
              International, Inc.**