Item 1.01. Entry into a Material Definitive Agreement

On August 31, 2009, the Registrant entered into a Purchase Agreement ("Agreement") with Michael G. Williams and Julie T. Williams to purchase their independent Reliv distributorship for $2,060,000, of which $500,000 was paid at closing, $216,118.90, the principal balance of the Registrant's outstanding loan to the Williams, was applied against the purchase price, and $1,343,881.10, the remaining balance of the purchase price, is to be paid by the Registrant in equal monthly installments of $18,994.29 for a period of seven years carrying an annual interest rate of 5%.

The transaction and Agreement were authorized and approved by the Board of Directors of the Registrant on August 27, 2009.

A copy of the Agreement is filed herewith as Exhibit 10.1.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

See Item 1.01 above.

Item 9.01. Financial Statements and Exhibits

(c) Exhibits

The exhibits to this Current Report are listed in the Exhibit Index set forth elsewhere herein.

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