THIS ESCROW AGREEMENT (this "Agreement") is made and entered into as of February 24, 2004 by
RELIV' INTERNATIONAL INC., an Delaware corporation (the "Company"); CORNELL CAPITAL
PARTNERS, LP, a Delaware limited partnership (the "Investor"); and BUTLER GONZALEZ LLP (the
WHEREAS, the Company and the Investor have entered into an Standby Equity Distribution Agreement (the
"Standby Equity Distribution Agreement") dated as of the date hereof, pursuant to which the Investor will
purchase the Company's Common Stock, par value $.0001 per share (the "Common Stock"), at a price per
share equal to the Purchase Price, as that term is defined in the Standby Equity Distribution Agreement, for an
aggregate price of up to Five Million Dollars ($5,000,000). The Standby Equity Distribution Agreement provides
that on each Advance Date the Investor, as that term is defined in the Standby Equity Distribution Agreement,
shall deposit the Advance pursuant to the Advance Notice in a segregated escrow account to be held by Escrow
Agent and the Company shall deposit shares of the Company's Common Stock, which shall be purchased by the
Investor as set forth in the Standby Equity Distribution Agreement, with the Escrow Agent, in order to effectuate
a disbursement to the Company of the Advance by the Escrow Agent and a disbursement to the Investor of the
shares of the Company's Common Stock by Escrow Agent at a closing to be held as set forth in the Standby
Equity Distribution Agreement (the "Closing").
WHEREAS, Escrow Agent has agreed to accept, hold, and disburse the funds and the shares of the Company's
Common Stock deposited with it in accordance with the terms of this Agreement.
WHEREAS, in order to establish the escrow of funds and shares to effect the provisions of the Standby Equity
Distribution Agreement, the parties hereto have entered into this Agreement.
NOW THEREFORE, in consideration of the foregoing, it is hereby agreed as follows: