STOCK PURCHASE AGREEMENT

THIS AGREEMENT is entered into this 23rd day of April, 2009, by and between the Paul and Jane Meyer Family Foundation, a Texas not for profit corporation, having its principal address at 4527 Lake Shore Drive, Waco, Texas 76710 (“Seller"), Paul J. Meyer (“Meyer”) and Reliv International, Inc. , a Delaware corporation, having its principal place of business at 136 Chesterfield Industrial Boulevard, Chesterfield, Missouri (the "Company”).

WHEREAS , Seller is the owner of Two Million Sixty-Eight Thousand Nine Hundred Seventy Three (2,068,973) shares of the common stock of the Company (such shares hereinafter referred to as the "Shares"); and,

WHEREAS , Seller desires to sell and Company desires to purchase and redeem all of the Shares on the terms and conditions 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.            Sale and Purchase of Shares .  Subject to and on the terms and conditions hereof, in reliance on the representations and warranties herein and for the consideration herein, Seller agrees to sell to the Company, and the Company agrees to purchase and redeem from Seller, all of the Shares at the price and on the terms provided herein.

2.            Purchase Price .  The Shares to be purchased hereunder shall be designated in three groups of Shares:

Group A shall include 1,000,000 of the Shares the purchase price for which shall be $2.90 per share.

Group B shall include 700,000 of the Shares the purchase price for which shall be $3.00 per share.

Group C shall include 368,973 of the Shares, the purchase price for which shall be $3.00 per share.

3.            Payment .     Subject to and on the terms and conditions hereof, the Company shall, concurrently with the deliveries described in Sections 4.1, and 4.2 below, transfer to an account designated by Seller the sum of Five Million ($5,000,000) in cash in full and final payment of the purchase price for all of the Group A Shares and all of the Group B Shares, and, a promissory note (the “Note”), payable to the Seller, in the original principal amount of One Million One Hundred Six Thousand Nine Hundred Nineteen Dollars ($1,106,919), payable in a single balloon installment of principal and interest, maturing 90 days from the date hereof, and bearing interest before maturity at the rate of 6% per annum for payment of the purchase price for all of the Group C Shares.  Such promissory note shall be in the form attached hereto as Exhibit “A”.

4.          Closing and Transfer .  The Closing of the transactions provided for herein shall be held at the offices of the Company on April 27, 2009 (the “Closing”), at which time:

4.1           Each party shall deliver to the other a fully executed copy of this Agreement concurrently with its execution;

4.2           Concurrently with the delivery of the cash payment provided within Section 3 above and the delivery of the originally executed Note, Seller shall deliver all of the Shares to the Company by transfer of such Shares, through the Depository Trust Company, from Seller’s brokerage account to the Company’s brokerage account; to effect such transfer, Seller will deliver instructions to its securities broker holding the Shares substantially in the form of the instruction letter attached to this Agreement as Exhibit “B” and shall provide to the Company evidence of the delivery of such instruction letter to its securities broker at the Closing.  Providing a copy of a written acknowledgement from Seller’s broker acknowledging receipt of the instruction letter shall be sufficient for purposes of providing evidence of delivery of the instruction letter.

4.3           The Company shall pay the cash (or cash equivalent) purchase price for the applicable portions of the Shares as provided in Section 3 hereof and shall provide evidence to Seller of the wire transfer of funds for such payment provided for herein.

Effective at the time of its receipt of the Shares, the Company shall be entitled to transfer all of such Shares on the books of the Company to the name of the Company. The parties need not attend the Closing in person, and the delivery of all documents and funds as described in Section 4 may be handled by wire transfer and electronic mail or by facsimile transmission.

5.            Representations and Warranties of Seller .  Seller represents and warrants to the Company, as of the Closing as follows:

5.1           Seller is the sole owner of, and has good and marketable title to, the Shares free and clear of any and all contracts, options, commitments, agreements, liens, claims or encumbrances whether or not of record.

5.2           Seller has all necessary corporate power and authority to enter into this Agreement and to perform its obligations hereunder, and this Agreement, and the transactions provided for herein, have been duly and validly authorized by proper action of the Board of Directors of Seller.  This Agreement has been duly executed and delivered by Seller and constitutes a valid and binding obligation of Seller, enforceable against Seller in accordance with its terms.

5.3           The sale and transfer of the Shares as provided herein will not violate, or constitute a default under, any agreement, commitment, contract, loan, security agreement, pledge or other document or instrument to which Seller is a party or by which Seller, or any of the Shares, are bound.

5.4           (i) Seller is fully informed concerning the business, condition, financial and otherwise, assets, operations and prospects of the Company; (ii) Seller, or its representatives, have read and have knowledge of all reports filed by the Company with the Securities and Exchange Commission, including all  Reports on Form 10-K and Form 10-Q, (iii) neither the Company nor any officer, director, agent or representative of the Company has made any representation or warranty, or provided any information, to Sellers concerning or relating to the business, condition, financial or otherwise, assets, operations or prospects of the Company, except as is set forth in the public filings of the Company, and (iv) the market value of the Company’s common stock as traded on the Nasdaq Stock Market, or otherwise, may increase to an amount in excess of the purchase price for the Shares, and nevertheless, Seller has determined and desire to sell the Shares on the terms and at the price provided herein.

The representations and warranties of Seller herein shall survive the Closing.

6.            Representations and Warranties of the Company .   The Company represents and warrants to Seller as of the Closing, as follows:

6.1           The Company has all necessary corporate power and authority to enter into this Agreement and the Note and to perform its obligations hereunder and under the Note, and the transactions provided for herein, have been duly and validly authorized by proper action of the Board of Directors of this Company.  This Agreement and the Note have been duly executed and delivered by the Company and constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms and conditions;

6.2           The Company has filed all Reports required by it to be filed with the Securities and Exchange Commission, including all Reports on Form 10-K and Form 10-Q.

6.3           The Company has filed, or shall timely file, and make any and all reports or disclosures, required to be made or filed, concerning or related to this Agreement and the transactions provided for herein.

6.4           The Company's purchase of the Shares as provided herein will not violate, or constitute a default under, any agreement, commitment, contract, loan, security agreement, pledge or other document or instrument to which the Company is a party or by which the Company is bound.

The representations and warranties of the Company herein shall survive the Closing.

7.            Covenant of Seller and Meyer .  Provided that the Company has made the payments required under Section 3 and timely paid the Note in full in accordance with its terms, Seller covenants and agrees that Seller or any affiliated person of Seller, shall not, for a period of one year from the date hereof under engage in any transaction in or concerning the common stock of the Company other than the transactions contemplated herein.   Furthermore