Exhibit
        10.1

    

    RELIV
      INTERNATIONAL, INC.

    
      
        

      



    INCENTIVE
      COMPENSATION PLAN

    
      
 


    


    This
      Reliv International, Inc. Incentive Compensation Plan (the “Plan”) sets forth
      the plan and program of Reliv International, Inc. (the “Company”) for incentive
      and bonus compensation to be paid to executive and managerial employees of
      the
      Company and its wholly-owned subsidiary Reliv, Inc. The Plan has been developed
      and recommended by the Compensation Committee of the Board of Directors of
      the
      Company (the “Compensation Committee”) and has been adopted and approved by the
      Board of Directors of the Company (the “Board”) effective as of January 1, 2007
      and shall remain in effect until terminated by act of the Board.

    


    ARTICLE
      I - ESTABLISHMENT AND PURPOSE

    


    1.1 Effective
      Date.
      The
      Plan shall be effective as of January 1, 2007 and shall remain in effect until
      terminated by resolution of the Board. The Plan may be modified in whole or
      in
      part, at any time or from time to time, by resolution of the Board.

    


    1.2 Purposes.
      The
      purposes of the Plan are to:

    


    (i) Reward
      key individuals who influence the profitability of the Company for performance
      affecting the profitability of the Company; and

    


    (ii) Provide
      an incentive opportunity based on achieving profitability of the Company which
      will enable the Company to attract, motivate and retain executives.

    


    ARTICLE
      II - DEFINITIONS AND CONSTRUCTION

    


    2.1  Definitions.
      The
      following terms shall have the meanings stated below unless the context clearly
      indicates otherwise:

    


    (i) “Board”
      shall mean the Board of Directors of the Company.

    


    (ii) “Compensation
      Committee” shall mean the Compensation Committee of the Board.

    


    (iii) “ERISA”
      means the Employee Retirement Income Security Act of 1974, as now in effect
      or
      amended.

    


    (iv) “Income
      from Operations” shall mean the income from operations of the Company, on a
      consolidated basis, determined in accordance with generally accepted accounting
      principles consistently applied, before provision for payment of incentive
      compensation under the Plan. Income from Operations shall not include
      extraordinary or non-recurring income, expenses or events, such items and
      amounts to be determined by the Compensation Committee in its sole
      discretion.

    


    
      
         

      

      
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    (v) “Participant”
      shall mean an employee or consultant of the Company who shall be approved by
      the
      Compensation Committee as a Participant in the Plan. Participants shall be
      designated as participants either in Pool I or Pool II.

    


    (vi) “Plan
      Year” shall mean the Company’s fiscal year of twelve months beginning on January
      1st
      of each
      year and ending the following December 31st.

    


    2.2 Gender
      and Number.
      Except
      when otherwise indicated by the context, words in the masculine gender shall
      include the feminine gender, the plural shall include the singular and the
      singular shall include the plural.

    


    2.3 Rights
      of Participants.
      The
      Plan shall not, and shall not be construed to, give a Participant any right
      to
      be retained in the service or employment of the Company or the right to any
      benefit not provided by the Plan.

    


    2.4 Severability.
      In the
      event that any provision of the Plan shall be held invalid or illegal for any
      reason, any such invalidity or illegality shall not affect the remaining parts
      of the Plan, but the Plan shall be construed and enforced as if the illegal
      or
      invalid provision had not been included in the Plan, and the Company shall
      have
      the right to correct and remedy such illegal or invalid provision so as to
      make
      it valid, legal and enforceable.

    


    2.5 Applicable
      Law.
      The
      Plan is intended to be exempt from Title IV of ERISA. The Plan shall be governed
      and construed in accordance with the laws of the State of Missouri.

    


    ARTICLE
      III - PARTICIPATION

    


    3.1 Designation
      of Pool I Participants.
      On or
      before March 31st
      of each
      Plan Year, the Compensation Committee shall recommend to the Board which persons
      designated by management shall become Participants in the Plan for such Plan
      Year and shall approve, in such recommendation, the Award Amount of Pool I
      Participants. The Participants and Award Amounts (as hereinafter defined) for
      a
      Plan Year shall be established by resolution of the Board.

    


    3.2 Designation
      of Pool II Participants.
      On or
      before March 31st
      of each
      Plan Year, management shall designate the Participants in Pool II for such
      Plan
      Year; provided that management shall reserve the right to (i) add additional
      Participants at any time during the Plan Year and (ii) eliminate the
      participation of any person designated as a Participant at any time, in
      management’s sole discretion.

    


    
      
         

      

      
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    ARTICLE
      IV - INCENTIVE AWARDS

    


    4.1 Pool
      I
      Awards.

    


    (a) Incentive
      compensation awards for Participants in Pool I shall be expressed as a percent
      (“Award Amount”). Such Award Amount shall represent a percent of the Income from
      Operations of the Company for the period for which the incentive compensation
      is
      payable.

    


    (b) Pool
      I
      incentive compensation shall be determined and paid as follows:

    


    (i) Within
      15
      days after the filing of the Company’s Quarterly Report on Form 10-Q for the
      quarters ended March 31st,
      June
      30th
      and
      September 30th
      of each
      Plan Year, the Company shall determine the amount of Income from Operations
      for
      the quarter then ended and shall pay to each Pool I Participant, as incentive
      compensation, such Participant’s Award Amount with respect to Income from
      Operations for the quarter.

    


    (ii) Within
      15
      days after the filing of the Company’s Annual Report on Form 10-K for each Plan
      Year, the Company shall determine the amount of Income from Operations for
      the
      Plan Year and shall pay to each Pool I Participant, as incentive compensation,
      the full amount of the Participant’s Award Amount with respect to Income from
      Operations of the Company for the Plan Year, less the aggregate amount of
      incentive compensation previously paid to such Participant under the Plan during
      such Plan Year; provided that the amount shall not be less than
      zero.

     

    (c) The
      Compensation Committee shall determine the aggregate amount of the Award Amounts
      each year, including the amount of awards for both Pool I and Pool II
      Participants, which in no event shall exceed eighteen percent (18%) of Income
      from Operations for any period.

    


    (d) No
      incentive compensation award shall be payable with respect to any quarterly
      period in which Income from Operations of the Company shall be less than
      $500,000 and no incentive compensation shall be payable to any Participant
      for
      any Plan Year in excess of twice the amount of the Participant’s base salary
      income for such Plan Year.

     

    
      
         

      

      
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    4.2 Pool
      II Awards.

    


    (a) The
      maximum aggregate amount of the awards which may be made to Pool II Participants
      shall be expressed as a percentage of Income from Operations of the Company
      and
      shall be determined on or before June 30th
      of each
      Plan Year.

    


    (b) No
      incentive compensation shall be payable to Pool II Participants under the Plan
      for any quarterly period in which Income from Operations of the Company shall
      be
      less than $500,000.

    


    (c) The
      timing of payment of incentive compensation under the Plan to Pool II
      Participants, and the allocation of payments among Participants shall be in
      the
      discretion of management, and the timing and allocation of payments may be
      changed or modified by management at any time in their sole discretion. In
      general, it is anticipated that incentive compensation payments to Pool II
      Participants will be made at one time in the last quarter of the Plan Year
      or
      the first quarter of the succeeding Plan Year. Management may communicate
      intended allocations of incentive compensation for Pool II Participants but
      such
      designation shall not be binding and may be modified at any time.

    


    4.3 Termination
      of Employment.

    


    (a) Nothing
      herein shall, or shall be deemed to, establish any contract or agreement for
      employment of any Participant or to entitle any Participant to continue in
      the
      employ of the Company for the Plan Year or for any other term, or to receive
      any
      notice of termination or severance payments upon termination of
      employment.

    


    (b) Except
      as
      expressly provided herein, no Participant shall have any right to receive any
      incentive compensation, or other compensation or payment, from the Company.
      Incentive compensation payments provided for in the Plan shall become payable
      at
      the time and upon the terms provided herein and no right to receive incentive
      compensation payments hereunder shall be established or accrue except as, and
      at
      the times, expressly provided herein.

    


    (c) Except
      as
      expressly provided herein, a Participant whose employment with the Company
      is
      terminated, for any reason, prior to the date that an incentive compensation
      payment becomes payable to such Participant hereunder, shall not be entitled
      to
      receive an incentive compensation payment which would or may have become payable
      subsequent to the date of such termination, whether during or after the Plan
      Year, had such employee’s employment with the Company continued. With respect to
      a Pool I Participant whose employment with the Company is terminated during
      a
      Plan Year (a) by the Company other than for cause or (b) by reason of the death,
      disability or retirement of Participant, such Participant shall be entitled
      (i)
      to retain incentive compensation payments actually made to such Participant
      during such Plan Year and (ii) to receive an incentive compensation payment
      45
      days after the end of the Plan Year equal to (A) the amount payable to the
      Participant for the Plan Year multiplied by a fraction the numerator of which
      is
      the number of days of the Plan Year during which the Participant was employed
      by
      the Company and the denominator of which is 365, (B) less the amount of
      incentive compensation previously paid to such Participant during such Plan
      Year. 

    


    
      
         

      

      
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    ARTICLE
      V - GENERAL PROVISIONS

    


    5.1 Funding.
      The
      Plan shall at all times be entirely unfunded and no provision shall at any
      time
      be made with respect to segregating assets of the Company or any subsidiary
      thereof for the payment of incentive compensation hereunder. No Participant
      or
      any other person shall have any interest in any particular assets of the Company
      or any subsidiary thereof by reason of the right to receive incentive
      compensation hereunder and all Participants shall have only the rights of a
      general unsecured creditor of the Company or any subsidiary with respect to
      any
      rights under the Plan.

    


    5.2 Interests
      Not Transferable.
      No
      incentive compensation payable under the Plan shall be subject in any manner
      to
      anticipation, alienation, sale, transfer, assignment, pledge, encumbrance,
      or
      charge prior to actual receipt thereof by the payee, and any attempt to so
      anticipate, alienate, sell, transfer, assign, pledge, encumber or charger prior
      to such receipt shall be void. The Company shall not be liable in any manner
      for
      or subject to the debts, contracts, liabilities, engagements or torts of any
      person entitled to any incentive compensation under the Plan.

    


    5.3 Administration
      of Plan.
      The
      Plan shall be administered by the Compensation Committee. The Compensation
      Committee shall have the full authority and discretion to adopt rules and
      regulations to carry out the purposes and provisions of the Plan. The
      Compensation Committee is specifically granted the authority to interpret,
      in
      its sole discretion, all terms and provisions of the Plan and such
      interpretation, and all decisions and actions of the Compensation Committee
      with
      respect to the Plan, shall be conclusive and binding on all Participants and
      the
      Company. The Compensation Committee shall make decisions according to a majority
      vote and maintain a written record of its decisions and actions.

    


    5.4 Indemnification
      and Exculpation.
      Each
      member of the Compensation Committee and of the Board and their agents, and
      all
      officers and employees of the Company acting with respect to the Plan, shall
      be
      indemnified and held harmless by the Company against and from any and all loss,
      cost, liability or expense which may be imposed upon or reasonably incurred
      by
      them in connection with or resulting from any claim, action, suit or proceeding
      to which they may be a party or in which they may be involved by reason of
      any
      action taken or failure to act under the Plan and against and from any and
      all
      amounts paid by them in settlement (with the Company’s approval) or paid by them
      in satisfaction of a judgment in any such action, suit or proceeding. The
      foregoing provision shall not be applicable to any person if the loss, cost,
      liability or expense is due to such person’s gross negligence or willful
      misconduct. The rights of indemnification contained in this provision are in
      addition to and in no way affect any rights to indemnification otherwise
      provided under the Company’s by-laws or Certificate of
      Incorporation.

    


    
      
         

      

      
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    5.5 Effect
      on Other Benefit Plans.
      Amounts
      credited or paid under the Plan shall not be considered to be compensation
      for
      purposes of calculating benefits under any other employee benefit plans
      maintained by the Company, except as otherwise provided in any such benefit
      plan.

    


    5.6 Notices.
      Any
      notices, requests, demands, elections or other communications provided for
      or
      permitted by the Plan shall be sufficient if in writing and personally delivered
      or sent by registered or certified mail to the Participant at the last address
      for such Participant on the records of the Company, or, in the case of the
      Company, at its principal offices.

    


    5.7 Tax
      Liability.
      The
      Company may withhold from any payment of benefits hereunder any taxes required
      to be withheld and such sum as the Company may reasonably estimate to be
      necessary to cover any taxes for which the Company may be liable to withhold
      on
      behalf of the Participant and which may be assessed with regard to such
      payment.

    


    IN
      WITNESS WHEREOF, Reliv International, Inc. has caused this instrument to be
      executed by its duly authorized officers pursuant to resolution of the Board
      effective the 1st
      day of
      January, 2007.

    


    RELIV
      INTERNATIONAL, INC.

     

    By:
      /s/
      R. Scott Montgomery

     

    
 

    ATTEST:

    


    By:
      /s/
      Stephen M. Merrick

               
      Secretary

    


    
      
         

      

      
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