EXHIBIT 10.17
RELIV' INTERNATIONAL, INC.
$500,000.00 and interest St. Louis, Missouri
January 2, 1996
On Demand, and if no demand be made, then on the 15th day of January,
1997, the undersigned promise(s) to pay to the order of SOUTHWEST BANK OF ST.
LOUIS, St. Louis, Missouri, 63105 (herein called "Bank") at its office in said
City or to such other place as the holder hereof shall from time to time
designate, the principal sum of Five Hundred Thousand and 00/100 Dollars, or the
then outstanding and unpaid principal balance of the sums advanced hereunder
together with accrued interest. Each borrowing hereunder shall bear interest
from the date advanced by Bank at the rate of 0.00% in excess of Southwest Bank
of St. Louis' Prime Rate, to be adjusted with each change thereto, payable
monthly, and shall be calculated on the actual number of days on the basis of a
year of 360 days. This note shall bear interest after maturity at the rate of
three percent (3%) over the stated rate. As used herein, the term "Prime Rate"
shall mean the rate of interest announced from time to time by the Bank as its
"Prime Rate", such term being used only as a reference rate and not necessarily
representing the lowest rate charged to any customer of the Bank. In the event
the Bank ceases to use the term "Prime Rate" in setting a base rate for
commercial loans, the term "Prime Rate" as used herein shall be determined by
reference to the rate used by the Bank as its base rate of interest for
commercial loans.
Until the occurrence of any event of default herein described or any
default or any event which with the passage of time or giving of notice, or
both, would constitute a default under any agreements listed below, or the
maturity of this note, whether by acceleration or otherwise, the undersigned may
borrow and repay and re-borrow such amounts, hereunder, except that each advance
or repayment will be in a minimum amount of ONE THOUSAND AND 00/100 Dollars or
any multiples thereof, but not exceeding the maximum amount set forth above.
Unless otherwise instructed by the undersigned, all advances under this note
will be credited to checking account No. 058726 carried on the books of Bank in
the name of Reliv International, Inc. and the undersigned agrees that Bank may
make advances at its discretion, upon oral instructions of any of the
undersigned or upon occurrence of an overdraft in said checking account.
Upon the occurrence of any of the following events of default: failure
of the undersigned to make any payments required hereunder or comply with any of
the provisions contained in this note or any other obligations of the
undersigned to Bank or to any other party, and the continuation of such default
following applicable notice and cure rights, if any, or death, dissolution,
termination of existence, insolvency, failure to pay debts as they mature,
appointment of a receiver of any part of the property of, an assignment for the
benefit of
creditors, or the commencement of any proceedings under bankruptcy or insolvency
laws by or against any of the undersigned, then or at any time thereafter, this
note and all other obligations of each of the undersigned to the Bank shall, at
the option of Bank, become due and payable without notice or demand and no
further advances will thereafter be made by Bank under the terms of this note.
Furthermore, Bank reserves the right to offset without notice all funds or other
property held by Bank against matured debts owing to Bank by undersigned. The
undersigned will pay on demand all costs of collection, legal expenses and
attorney's fees incurred or paid in collecting or enforcing this note including
representation in any bankruptcy or insolvency proceedings and whether or not
any lawsuit is ever filed with respect thereto. Each of the undersigned hereby
waives presentment, protest, demand, notice of dishonor or default and consents
to any and all renewals, extensions, and/or the release of any collateral or
party directly or indirectly liable for the payment hereof, all without notice
to and without affecting the liability of any of the undersigned. As used herein
"undersigned" shall mean each maker and each endorser, and each jointly and
severally, agrees to all the provisions hereof. This note shall be governed by
the laws of the State of Missouri and shall bind the undersigned and shall inure
to the benefit of the Bank and any holder hereof.
In addition to all other rights and security of Bank, security for this
note and all other indebtedness owing to Bank:
Security Agreement dated January 2, 1996 covering Accounts Receivable
and Inventory.
ORAL AGREEMENTS OR COMMITMENTS TO LEND MONEY, EXTEND CREDIT OR TO
FOREBEAR FROM ENFORCING REPAYMENT OF A DEBT INCLUDING PROMISES TO EXTEND OR
RENEW SUCH DEBT ARE NOT ENFORCEABLE. TO PROTECT YOU (BORROWER(S)) AND US
(CREDITOR) FROM MISUNDERSTANDING OR DISAPPOINTMENT, ANY AGREEMENTS WE REACH
COVERING SUCH MATTERS ARE CONTAINED IN THIS WRITING, WHICH IS THE COMPLETE AND
EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN US, EXCEPT AS WE MAY LATER AGREE IN
WRITING TO MODIFY IT.
Signature(s) below constitutes execution of note and acknowledgement of
copy of note.
Reliv' International, Inc.
By: /s/ Robert L. Montgomery
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Robert L. Montgomery
By: /s/ David G. Kreher
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David G. Kreher
Address: P.O. Box 405 Chesterfield. MO 63006