STANDBY EQUITY DISTRIBUTION AGREEMENT
AGREEMENT dated as of the 24th day of February 2004 (the "Agreement") between CORNELL CAPITAL
PARTNERS, LP, a Delaware limited partnership (the "Investor"), and RELIV' INTERNATIONAL INC., a
corporation organized and existing under the laws of the State of Delaware (the "Company").
WHEREAS, the parties desire that, upon the terms and subject to the conditions contained herein, the Company
shall issue and sell to the Investor, from time to time as provided herein, and the Investor shall purchase from the
Company up to Five Million Dollars ($5,000,000) of the Company's common stock, par value $.0001 per share
(the "Common Stock"); and
WHEREAS, such investments will be made in reliance upon the provisions of Regulation D ("Regulation D") of
the Securities Act of 1933, as amended, and the regulations promulgated thereunder (the "Securities Act"), and
or upon such other exemption from the registration requirements of the Securities Act as may be available with
respect to any or all of the investments to be made hereunder.
WHEREAS, the Company has engaged Newbridge Securities Corp., to act as the Company's exclusive
placement agent in connection with the sale of the Company's Common Stock to the Investor hereunder pursuant
to the Placement Agent Agreement dated the date hereof by and among the Company, the Placement Agent and
the Investor (the "Placement Agent Agreement").
NOW, THEREFORE, the parties hereto agree as follows:
Section 1.1. "Advance" shall mean the portion of the Commitment Amount requested by the Company in the
Section 1.2. "Advance Date" shall mean the date Butler Gonzalez LLP Escrow Account is in receipt of the funds
from the Investor and Butler Gonzalez LLP, as the Investor's Counsel, is in possession of free trading shares from
the Company and therefore an Advance by the Investor to the Company can be made and Butler Gonzalez LLP
can release the free trading shares to th