N-VIRO INTERNATIONAL CORP
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>2
<FILENAME>doc2.txt
<TEXT>

                                                                    Exhibit 10.1
                                                                     -----------
  AMENDMENT TO THE AMENDED AND RESTATED EMPLOYMENT AGREEMENT DATED JUNE 6, 2003
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          This  Amendment  to the Amended and Restated Employment Agreement (the
"2004  Amendment") is made and entered into as of the 9th day of September, 2004
                                                      --------------------------
(the  "Execution  Date"),  by  and  between  N-Viro International Corporation, a
Delaware  corporation  (the  "Company"), and Michael G. Nicholson, an individual
("Employee").
N-Viro
     W  I  T  N  E  S  S  E  T  H:
     -  -  -  -  -  -  -  -  -  -

          WHEREAS, the Company and Employee entered into an Amended and Restated
Employment  Agreement as of June 6, 2003 (the "2003 Employment Agreement"); and,
          WHEREAS,  the Company and Employee desire to amend the 2003 Employment
Agreement  upon  the  terms and subject to the terms and conditions set forth in
this  Amendment.
          NOW, THEREFORE, in consideration of the premises, the mutual promises,
covenants  and  conditions herein contained and in the 2003 Employment Agreement
and  for  other good and valuable considerations, the receipt and sufficiency of
which  are hereby acknowledged, the parties hereto intending to be legally bound
hereby  agree  as  follows:

SECTION  1.     Section  3 of the 2003 Employment Agreement is hereby deleted in
-----------
its  entirety  and  replaced  as  follows:
Section  3.     Capacity and Duties.  Employee shall be employed in the capacity
of Vice President of Sales (VP Sales) and Chief Development Officer (CDO) of the
Company  and  its  subsidiaries and affiliates and shall have such other duties,
responsibilities  and  authorities  as  are  assigned  to  him by the CEO of the
Company  so long as such additional duties, responsibilities and authorities are
consistent  with  Employee's position and level of authority as VP Sales and CDO
of  the  Company.  Employee shall report directly to the Chief Executive Officer
of  the  Company.  Subject  to  the  control and general directions of the Chief
Executive  Officer  of  the  Company  and  the  general  policies and guidelines
established by the Board and except as otherwise herein provided, Employee shall
devote  all  of  his  business  time,  best efforts and attention to promote and
advance  the  business of the Company and its subsidiaries and affiliates and to
perform  diligently  and  faithfully  all  the  duties,  responsibilities  and
obligations  set forth under this Employment Agreement.  Employee's duties shall
include  the  on-going  management  and  oversight  of  the  sales  and business
development  functions  for  the Company and its subsidiaries and affiliates and
shall  include,  but  not be limited to sales and marketing of both products and
processes,  business  development  of  same,  and  general  promotion,  all  in
accordance  with  national,  regional  and  local  policies  and  governmental
regulations  relating  to  water, wastewater management and the environment.  So
long  as  Employee  is  employed  by the Company, the Company shall use its best
efforts to cause the Nominating Committee of the Board or the Board, if there is
no  Nominating  Committee of the Board, to nominate Employee for reelection as a
director  of the Company for a two year term upon expiration of his current term
as  a  director  of  the Company and, if so nominated, Employee shall consent to
serve  as  a  director  if elected so long as that the company provides adequate
directors  and  officers  insurance.  If  the  company  chooses to eliminate the
directors  and  officers  insurance  the  employee may serve on the board at the
Employee's option.  During the Employment Period, Employee shall not be employed
in  any  other  business  activity,  whether or not such activity is pursued for
gain,  profit  or  other  pecuniary  advantage;  provided,  however,  that  this
restriction shall not be construed as preventing Employee from (i) investing his
personal  assets  in  a business that is not engaged in any Business Activities,
where  the  form  or  manner of such investment will not require services of any
significance  on  the  part  of  Employee in the operation of the affairs of the
business  in  which  such  investment  is made and in which his participation is
solely  that  of  a  passive  investor or advisor or (ii) being engaged in those
activities  listed on Exhibit 2 attached hereto; provided further, however, that
the  activities described in clause (ii) of this sentence shall not unreasonably
interfere  with  Employee's performance of his obligations under this Employment
Agreement.


SECTION  2.     The  parties  hereto  acknowledge that under the 2003 Employment
-----------
Agreement,  the  Company  granted  Employee options pursuant to Section 6.04 and
---
further  pursuant  to Exhibit 6.04 of such agreement, the Stock Option Agreement
---
(the  "2003  Option Agreement").  By circumstances beyond the reasonable control
of  either  party, the grant of options to Employee could not be fully completed
and expired until after the acceptance by the shareholders of the Company of the
N-Viro  International  2004  Stock Option Plan on May 12, 2004.  Accordingly, to
effectuate  the  intent of the parties at the time the 2003 Employment Agreement
was executed, the Company and Employee have now agreed to revise Section 6.04 of
the  2003  Employment Agreement, by deleting the first sentence of Section 6.04,
and  replacing  it  as  follows:
The  Company  shall grant to Employee the sole and exclusive right and option to
purchase Thirty Thousand (30,000) shares of the Common Stock, par value $.01 per
share, of the Company (the "Company Common Stock") at a price per share equal to
Ninety  Cents ($0.90), the closing sale price of the Company Common Stock on the
execution  date  of the 2003 Employment Agreement and upon the terms and subject
to  the  conditions  set forth in the form of the Amended Stock Option Agreement
attached hereto as Exhibit 2.1 (the "Amended Stock Option Agreement"), which the
Company  and  Employee  shall  each  execute  and deliver to the other as of the
execution  hereof.  Additionally,  the  Company shall grant to Employee the sole
and  exclusive  right  and option to purchase Twenty Thousand (20,000) shares of
the  Company  Common  Stock at a price per share equal to One Dollar Ninety-five
Cents  ($1.95), the closing sale price of the Company Common Stock on August 12,
2004  and  upon the terms and subject to the conditions set forth in the form of
the  Amended Stock Option Agreement.  Upon the vesting of such options, Employee
may  execute  such  options  at any time prior to or within two (2) years of the
termination  of  the  2003  Employment  Agreement or two years of the employee's
termination  of  employment  with  the  Company,  whichever  is  the later date.


SECTION  3.     Except  as otherwise amended specifically in Section and Section
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2,  herein, and in the Amended Stock Option Agreement attached hereto and made a
part  hereof,  all sections of the 2003 Employment Agreement are affirmed by the
Company  and  Employee.

IN  WITNESS  WHEREOF,  this  2004 Amendment to the 2003 Employment Agreement has
been  duly  executed  by the Company and Employee in four (4) counterparts as of
the  date  first  above  written.

                              N-VIRO  INTERNATIONAL  CORPORATION

                              By     /s/  Phillip  Levin
                                     -------------------
                                   Phillip  Levin
                              Its     Chief  Executive  Officer
                                      -------------------------


                                By     /s/  Michael  G.  Nicholson
                                         -------------------------
                                   Michael  G.  Nicholson

<PAGE>
                                     ------
                                  EXHIBIT 6.04
                                  ------------

AMENDED  STOCK  OPTION  AGREEMENT

Pursuant  to  the  N-Viro  International  2004 Stock Option Plan, Mr. Michael G.
Nicholson  is  hereby  granted  30,000  options to purchase N-Viro International
Corporation Common Stock, at Ninety Cents ($0.90).  Such 30,000 options shall be
fully  vested in Employee as of August 12, 2004.  Further pursuant to the N-Viro
International 2004 Stock Option Plan, Mr. Michael G. Nicholson is hereby granted
20,000  options  to purchase N-Viro International Corporation Common Stock, at a
closing  price  determined  by  the  OTC on August 12, 2004, with 10,000 of such
options vesting on June 6, 2005 and the remaining 10,000 options vesting on June
6,  2006.

          IN  WITNESS  WHEREOF  the  parties have set their hands as of the date
first  above  written.

                              N-VIRO  INTERNATIONAL  CORPORATION

                              By     /s/  Phillip  Levin
                                     -------------------
                                   Phillip  Levin
                              Its    Chief  Executive  Officer
                                   ---------------------------


                                By     /s/Michael  G.  Nicholson
                                       -------------------------
                                   Michael  G.  Nicholson




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</DOCUMENT>
