April
      30,
      2006


    


    Mr.
      Robert L. Montgomery

    Mr.
      Stephen D. Albright

    Reliv’
      International, Inc.

    136
      Chesterfield Industrial Blvd.

    Chesterfield,
      MO 63005

    


    Dear
      Mr.
      Montgomery & Mr. Albright:

    


    This
      Letter Agreement (the “Agreement”) is made and entered into as of this 30th day
      of April, 2006, by and between Reliv’
      International, Inc.
      (the
“Customer”) and Southwest
      Bank of St. Louis
      (the
“Lender”).

    


    Customer
      covenants that so long as any obligation is owed to Lender or Lender has any
      outstanding commitment to lend to Customer, under the terms and conditions
      of a
      promissory note from Customer to Lender under the Revolving
      Loan(s),
      in the
      aggregate principal amount of $5,000,000.00
      dated
      April 30, 2006 or under any note(s) evidencing a loan, (the “Note(s)”) and all
      extensions, renewals or modifications of the Note(s):

    


    
      	 	
              1.

            	
              Lender
                shall have received the following security documents (the "Security
                Documents") in form and substance satisfactory to
                Lender:

            


    

    


    
      	 	
              (i)

            	
              Promissory
                Note;

            


    

    
      	 	
              (ii)

            	
              General
                Business Security Agreement;

            


    

    
      	 	
              (iii)

            	
              UCC
                Financing Statements as required by Lender;


            


    

    
      	 	
              (iv)

            	
              Organization
                Perfection Certificate; and

            


    

    
      	 	
              (v)

            	
              Deed
                of Trust on property located at 112 & 136 Chesterfield Industrial
                Blvd., Chesterfield, MO 63005.

            


    

    


    
      	 	
              2.

            	
              Customer
                shall furnish
                to Lender, as soon as available, such financial information respecting
                Customer as Lender from time to time requests, and without request
                furnish
                to Lender:

            


    

    


    
      	 	 	 	
              (i)

            	
              Within
                120 days after the end of each fiscal year of Customer, a balance
                sheet of
                Customer as of the close of such fiscal year and related statements
                of
                income and retained earnings and cash flow for such year all in reasonable
                detail and satisfactory in scope to Lender, prepared in accordance
                with
                generally accepted accounting principles applied on a consistent
                basis,
                audited by an independent certified public accountant, selected by
                Customer and acceptable to Lender. 

            


    

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    
      	 	 	 	
              (ii)

            	
              Within
                45 days after the end of each third month, a balance sheet of Customer
                as
                of the end of such third month and related statements of income and
                retained earnings and cash flow for the period from the beginning
                of the
                fiscal year to the end of such third month, prepared in accordance
                with
                generally accepted accounting principles applied on a consistent
                basis,
                certified, subject to normal year-end adjustments, by a financial
                representative of Customer.

            


    

    


    
      	 	
              3.

            	
              Customer
                shall timely perform and observe the following financial covenants,
                calculated in accordance with generally accepted accounting principles
                applied on a consistent basis:

            


    

    


    
      	 	 	 	
              (i)

            	
              Maintain
                at all times a tangible net worth of not less than $10,500,000.00,
                tested
                quarterly.

            


    

    


    
      	 	
              (ii)

            	
              Maintain
                at all times Total Funded Debt to EBITDA of not greater than 3.50
                to 1.00,
                tested quarterly. “Total Funded Debt” shall mean the principal balance
                outstanding under the Loans. “EBITDA” shall mean, for any period,
                operating income for such period plus all amounts deducted in arriving
                at
                such operating income in respect of (i) all interest expense with
                respect
                to all indebtedness, (ii) all taxes imposed on or measured by income
                or
                excess profits (whether deferred or paid), (iii) all charges for
                depreciation of fixed assets and (iv) charges for amortization of
                intangibles.

            


    

    


    
      	 	
              4.

            	
              Customer
                agrees to pay the following nonrefundable fees as a condition of
                access to
                credit under this Agreement:

            


    

    


    
      	 	
              (i)

            	
              Commitment
                fee in an amount equal to 0.25% per year of the average daily-unused
                portion of the Revolving Loan.

            


    

    


    
      	 	
              5.

            	
              This
                Letter Agreement amends and restates an existing Letter Agreement
                dated
                April 20, 2005 between Customer and
                Lender.

            


    

    


    A
      breach
      of any term or condition in this Agreement shall constitute an additional event
      of default under the Note(s) and Lender may, at its option, declare the Note(s)
      due and payable, and may pursue all remedies available to it with regard to
      the
      Note(s). The undersigned shall reimburse Lender for all expenses incurred by
      it
      in protecting or enforcing its rights under this Note(s), including without
      limitation, costs of administration of the Note(s) and costs of collection
      before and after judgement, including reasonable attorney’s fees and legal
      expenses.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    In
      the
      case of any ambiguity or conflict between this Agreement, any note evidencing
      a
      Loan, or any Security Document, this Agreement will govern.

    


    Please
      confirm your acknowledgment and acceptance of the terms and conditions of this
      Agreement by signing and dating below.

     

    
      	
              Very
                truly yours, 

            	
              Very
                truly yours, 

            
	 	 
	 	 
	 	 
	By:
              /s/ Lvav
              Shamir                                        	By:
              /s/ Scott Larson 
	Lvav Shamir, Assistant Vice
              President 	Title:
              Senior Vice President 
	 	 
	 	 
	Accepted and Agreed: as of April 30,
              2006 	 
	 	 
	 	 
	Reliv’ International,
              Inc. 	 
	 	 
	 	 
	By:
              /s/ Robert L. Montgomery        
              6/28/06 	 
	Robert L. Montgomery,
              President 	 
	 	 
	 	 
	By:
              /s/ Steven D.
              Albright                6/28/06 	 
	Stephen D. Albright, CFO