Exhibit 4.1
                                                                     -----------

                              WARRANT TO PURCHASE
                                 ______________
                             SHARES OF COMMON STOCK

                                       OF

                N-VIRO INTERNATIONAL CORPORATION (THE "COMPANY")

THESE  SECURITIES  HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED,  OR  ANY  STATE  SECURITIES  LAWS.  THEY  HAVE BEEN ACQUIRED SOLELY FOR
INVESTMENT  AND  NOT  WITH  A  VIEW  TO,  OR  IN  CONNECTION  WITH,  THE SALE OR
DISTRIBUTION  THEREOF.  THEY  MAY  NOT  BE  SOLD,  OFFERED  FOR  SALE,  PLEDGED,
HYPOTHECATED  OR  OTHERWISE  DISTRIBUTED  IN  THE  ABSENCE  OF  AN  EFFECTIVE
REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL, SATISFACTORY IN
FORM  AND SUBSTANCE TO THE COMPANY, THAT SUCH REGISTRATION IS NOT REQUIRED UNDER
THE SECURITIES ACT OF 1993, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS.

    ISSUANCE NO. _______________                                          [DATE]

          THIS  CERTIFIES  THAT,  for  valuable  consideration  received,
_________________(the  "Holder"),  or  its successors or assigns, is entitled to
purchase  ____________________________  (_________) fully paid and nonassessable
shares  of  common  stock, with par value of $.01 per share, of the Company (the
"Stock")  at  a purchase price of One and 85/100 Dollars ($1.85) per share.  The
number  of  shares of Stock to be received upon exercise of this Warrant and the
price  to  be  paid  per  share  of  Stock may be adjusted, from time to time as
hereinafter  set  forth.  The shares of Stock deliverable upon such exercise, as
adjusted  from  time  to time, are hereinafter sometimes referred to as "Warrant
Shares" and the exercise price for a share of Stock in effect at any time and as
adjusted  from time to time is hereinafter sometimes referred to as the "Warrant
Price".  The  terms  and provisions of Stock as of the date hereof are set forth
in  the  Certificate  of  Incorporation  of  the  Company.

1.     ANTIDILUTION  PROVISIONS.
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     (a)      Adjustment  of  Number of Shares.  This Warrant, the Warrant Price
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and  the  number of Warrant Shares are subject to adjustment under the following
provisions:

          (i)     Dividends,  Reclassification,  etc..  In  case,  prior  to the
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expiration of this Warrant by exercise or by its terms, the Company shall at any
time  issue  Stock  as  a  stock dividend or other distribution or subdivide the
number  of outstanding shares of Stock into a greater number of shares, then, in
either  of  such  cases,  the  Warrant  Price  of the Warrant Shares purchasable
pursuant  to  this  Warrant  in  effect  at  the  time  of  such action shall be
proportionately  reduced  and  the  number  of  Warrant  Shares  at  that  time
purchasable  pursuant  to  this  Warrant shall be proportionately increased; and
conversely,  in  the  event the Company shall contract the number of outstanding
shares  of Stock by combining such shares into a smaller number of shares, then,
in  such  case,  the Warrant Price of the Warrant Shares purchasable pursuant to
this  Warrant  in  effect  at  the  time of such action shall be proportionately
increased  and the number of Warrant Shares at that time purchasable pursuant to
this  Warrant  shall be proportionately decreased.  If the Company shall, at any
time  during the life of this Warrant, declare a dividend payable in cash on its
Stock and shall at substantially the same time offer to the holders of its Stock
the  right  to  purchase  new Stock from the proceeds of such dividend or for an
amount substantially equal to the dividend, all shares of Stock so issued shall,
for  the  purpose  of  this  Warrant  be  deemed  to have been issued as a stock
dividend.  Any  dividend  paid  or  distributed  upon the Stock in shares of any
other  class of securities convertible into Stock shall be treated as a dividend
paid  in Stock to the extent that Stock is issuable upon the conversion thereof.

          (ii)     No  Adjustment  for  Small Amounts.  The Company shall not be
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required  to give effect to any adjustment in the Warrant Price unless and until
the  net  effect of one or more adjustments, determined as provided above, shall
have  required  a change of the Warrant Price by at least thirteen cents ($.12),
but  when  the  cumulative  net effect of more than one adjustment so determined
shall  be  to  change  the actual Warrant Price by at least twenty cents ($.12),
such  change  in  the  Warrant  Price  shall  thereupon  be  given  effect.

     (b)     Stock Defined.  Whenever reference is made in this Section 1 to the
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issue  or  sale of shares of Stock, the term "Stock" shall mean the Stock of the
Company  of  the  class  authorized as of the date hereof and any other class of
stock  ranking  on  a  parity  with  such  Stock.  However, shares issuable upon
exercise  of  this  Warrant shall include only shares of the class designated as
Stock  of  the  Company  as  of  the  date  hereof.

     (c)     Determination  of  Adjusted Purchase Price.  Upon the occurrence of
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each  event  requiring  an  adjustment of the Warrant Price and of the number of
Warrant  Shares  purchasable pursuant to this Warrant in accordance with, and as
required  by,  the  terms  of this Warrant, the Company shall forthwith employ a
firm of certified public accountants (who may be the regular accountants for the
Company) who shall compute the adjusted Warrant Price and the adjusted number of
shares  purchasable  at  such  adjusted Warrant Price by reason of such event in
accordance  with the provisions hereof.  The Company shall mail forthwith to the
holder  of  this  Warrant  a  copy  of  such  computation.

2.     LIMITATIONS  ON  EXERCISE  RIGHT.
       --------------------------------
          This Warrant is exercisable only from the date of issuance through and
including  the  expiration  date  of  MARCH  1,  2010.

3.     EXERCISE  OF  WARRANT.
       ---------------------
          The terms and conditions upon which this Warrant may be exercised, and
the  Stock  covered  hereby  may  be  purchased,  are  as  follows:

          (a)     Method of Exercise.  At any time after 12:01 a.m. Toledo, Ohio
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time  on  the  date hereof and prior to 5:00 p.m., Toledo, Ohio time on March 1,
2010,  the  Holder may exercise in whole or in part this Warrant.  Such exercise
shall  be  effected  by:

               (i)     the  surrender  of  this  Warrant,  together  with a duly
executed copy of the Notice of Exercise attached hereto, to the Secretary or any
Assistant  Secretary  of  the  Company  at  its  principal  offices.

               (ii)     the  payment  to  the Company, by certified or cashier's
check  or  bank  draft payable to its order, of an amount equal to the aggregate
Warrant  Price  for  the  number of Warrant Shares for which the purchase rights
hereunder  are  being  exercised.

          (b)     Issuance  of Shares.  The Company shall cause, at its expense,
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the issuance within five (5) business days of the date of exercise hereof to the
Holder  of  such  number of Warrant Shares as subscribed for by the Holder.  All
such  Warrant Shares shall be unregistered, restricted securities.  In the event
that, pursuant to subparagraph 3(a), there is a partial exercise of a Warrant, a
Warrant  for  the  unexercised  portion  shall  be  issued  to  the  Holder.

          (c)     Conditions  Precedent  to  Obligations  of  the  Company.  The
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obligation  of  the  Company  under this Warrant to sell and deliver the Warrant
Shares, is at its option, subject to (i) receiving an opinion of counsel for the
Company  that the Company has complied with or is exempt from (a) all applicable
registration  requirements  under the Securities Act of 1933, (b) all applicable
registration  requirements  under  the securities laws of any state, and (c) all
other requirements of law or of any regulatory body having jurisdiction over the
issuance  and  delivery  of  the Warrant Shares; and (ii) the Holder's complying
with  all  the  terms  and  conditions  of  this  Warrant.

          (d)     Restrictive Legend.  Any stock certificates evidencing Warrant
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Shares acquired under this Warrant pursuant to an unregistered transaction shall
bear  the following restrictive legend and such other restrictive legends as are
required  or  deemed  advisable  under  the  provisions  of  any applicable law:
THESE  SECURITIES  HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED,  OR  ANY  STATE  SECURITIES  LAWS.  THEY  HAVE BEEN ACQUIRED SOLELY FOR
INVESTMENT  AND  NOT  WITH  A  VIEW  TO,  OR  IN  CONNECTION  WITH,  THE SALE OR
DISTRIBUTION  THEREOF.  THEY  MAY  NOT  BE  SOLD,  OFFERED  FOR  SALE,  PLEDGED,
HYPOTHECATED  OR  OTHERWISE  DISTRIBUTED  IN  THE  ABSENCE  OF  AN  EFFECTIVE
REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL, SATISFACTORY IN
FORM  AND SUBSTANCE TO THE COMPANY, THAT SUCH REGISTRATION IS NOT REQUIRED UNDER
THE SECURITIES ACT OF 1993, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS.

4.     RESERVATION  OF  STOCK  ISSUABLE  UPON  CONVERSION.
       --------------------------------------------------
          Solely  for  the purpose of effecting the exercise of this Warrant the
Company  shall at all times reserve and keep available out of its authorized but
unissued  shares  of  Stock such number of shares of Stock as shall from time to
time  be  sufficient  to  effect  the  exercise  of  this  Warrant.

5.     TRANSFERS  AND  EXCHANGES.
       -------------------------
          (a)     Subject  only  to limitations imposed by the Securities Act of
1933,  as  amended,  and  applicable state securities laws, this Warrant and all
rights  hereunder  are  transferable  in  whole, or in part, by the Holder.  The
transfer  shall  be  recorded  on the books of the Company upon the surrender of
this  Warrant, properly endorsed, to the Secretary or any Assistant Secretary of
the  Company  at  its  principal  offices  and the payment to the Company of all
transfer  taxes and other governmental charges imposed on such transfer (if any)
and  a  new Warrant shall be issued in the name of the transferee.  In the event
of  a  partial  transfer,  the  Company  shall  issue to the Holders one or more
appropriate  new  Warrants.

          (b)     Each  Holder  agrees  that this Warrant when endorsed in blank
shall  be  negotiable and that when so endorsed the Holder may be treated by the
Company  and  all  other persons dealing with this Warrant as the absolute owner
for  all  purposes  and  as  the person entitled to exercise the purchase rights
evidenced  hereby;  provided,  however,  that until such time as the transfer is
recorded  on  the  books  of  the  Company, the Company may treat the registered
Holder  of  this  Warrant  as  the  absolute  owner.

          (c)     All  Warrants issued in connection with transfers or exchanges
of  this Warrant shall bear the same date as this Warrant and shall be identical
in  form  and  provision  to  this  Warrant  except  for  the  number  of shares
purchasable  thereunder.

6.     NO  PRIVILEGES  OF  STOCK  OWNERSHIP.
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          Prior to exercise of this Warrant, the Holder shall not be entitled to
any  rights  of a shareholder of the Company, including (without limitation) the
right  to  vote,  receive  dividends or other distributions, exercise preemptive
rights  or  be  notified  of  shareholder meetings, and such Holder shall not be
entitled to any notice or other communication concerning the business or affairs
of  the  Company  except  as  otherwise  provided  herein.

7.     REPRESENTATIONS  AND  WARRANTIES  OF  THE  COMPANY.
       ---------------------------------------------------
          The  Company  represents  and  warrants  to  the  Holder  as  follows:

          (a)     The  Company is a corporation duly organized, validly existing
and  in  good  standing under the laws of the State of Delaware, and the Company
has  all  requisite  corporate  power  and  authority  to own its properties and
conduct  its  business  as now being conducted.  The Company is duly licensed or
qualified  to  conduct  business  in each jurisdiction wherein the failure to be
licensed  or  qualified  could have a material adverse effect on the business or
financial condition of the Company or its ability to execute, deliver or perform
its  obligations  under  this  Warrant.

          (b)     Upon issuance thereof and payment therefore as contemplated in
this  Warrant,  each  Warrant  Share  will have been duly authorized and validly
issued  and  will be fully paid and nonassessable and free of preemptive rights.

          (c)     The Company has all requisite corporate power and authority to
execute,  deliver  and  perform  this Warrant and to consummate the transactions
contemplated  hereby.  The  Company  has taken all requisite corporate action to
authorize the execution, delivery and performance of this Warrant.  This Warrant
has been duly executed and delivered by the Company.  This Warrant is the legal,
valid  and  binding  obligation  of  the  Company,  enforceable  against  it  in
accordance  with  its  terms.

          (d)     The  execution,  delivery  and performance of this Warrant and
the  consummation of the transaction contemplated hereby; (i) do not violate any
provisions  of  law  applicable  to the Company, (ii) will not conflict with, or
result in the breach or termination of any provision of, or constitute a default
under (in each case whether with or without the giving of notice or the lapse of
time  or  both),  the  Company's Certificate of Incorporation or By-Laws, or any
indenture,  mortgage,  lease,  deed  of  trust, or other instrument, contract or
agreement  or  any  order,  judgment,  arbitration award, or decree to which the
Company  is a party or by which it or any of its assets and properties are bound
and (iii) do not and will not result in the creation of any encumbrance upon any
of  the  properties,  assets,  or  business  of  the  Company.

8.     NOTICES.
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          All  communications  hereunder shall be in writing and shall be deemed
duly  given  when  delivered  personally,  when  sent  by facsimile transmission
(receipt  confirmed)  or one day after being mailed by first class mail, postage
prepaid  or sent by overnight courier, properly addressed, if to the Company, to
N-Viro  International  Corporation,  3450  W. Central Avenue, Suite 328, Toledo,
Ohio 43606, Attention: Timothy R. Kasmoch President and CEO, fax 419-535-7008 or
if  to  the  Holder  hereof, at the address last appearing on the records of the
Company.  The  Company  or  the  Holder  hereof  may  change such address and/or
facsimile  number  at  any  time  or  times  by  notice  hereunder to the other.

9.     GOVERNING  LAW.
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          This  Warrant  shall  be binding upon any successors or assigns of the
Company.  This  Warrant  shall  constitute a contract under the laws of Delaware
and  for  all purposes shall be construed in accordance with and governed by the
laws  of  said  state, without giving effect to the conflict of laws principles.

10.     ATTORNEY'S  FEES.
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          In any litigation, arbitration or court proceeding between the Company
and  the  Holder  as  the holder of this Warrant relating hereto, the prevailing
party  shall  be entitled to reasonable attorney's fees and expenses incurred in
enforcing  this  Warrant.

11.     AMENDMENTS.
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          This  Warrant  may  be  amended and the observance of any term of this
Warrant  may  be  waived  only  with  the written consent of the Company and the
Holder  as  the  holder  hereof.

12.     SUCCESSORS  AND  ASSIGNS
        ------------------------
          The  terms  and  provisions of this Warrant shall inure to the benefit
of, and be binding upon, the Company and the holder thereof and their respective
successors  and  assigns.

                              N-VIRO  INTERNATIONAL  CORPORATION

                              By:________________________________
                                   James  K.  McHugh
                                   Secretary  and  Treasurer

Dated: ___________________________

<PAGE>
                               NOTICE OF EXERCISE
                               ------------------



To:     N-Viro International Corporation

     1.     The undersigned hereby elects to purchase ___________________ shares
(the  "Shares")  of  common  stock  $.01  par  value  of  N-Viro  International
Corporation,  a  Delaware  Corporation (the "Company"), pursuant to the terms of
the attached Warrant, and tenders herewith payment of the purchase price and any
transfer  taxes  payable  pursuant to the terms of the Warrant, together with an
investment  representation statement in form and substance satisfactory to legal
counsel  to  the  Company.

     2.     The  Shares  to  be received by the undersigned upon exercise of the
Warrant  are  being  acquired for its own account not as a nominee or agent, and
not  with  a  view  to  resale  or  distribution  of  any  part thereof, and the
undersigned  has no present intention of selling, granting any participation in,
or otherwise distributing the same, except in compliance with applicable federal
and  state securities laws.  The undersigned further represents that it does not
have  any  contract,  undertaking,  agreement  or arrangement with any person to
sell,  transfer  or  grant  participation to such person or to any third person,
with  respect  to  the Shares.  The undersigned believes it has received all the
information  it  considers  necessary  or  appropriate  for  deciding whether to
purchase  the  Shares.

     3.     The  undersigned  understands  that  the Shares are characterized as
"restricted  securities"  under the federal securities laws inasmuch as they are
being  acquired from the Company in transactions not involving a public offering
and  that  under  such  laws  and  applicable regulations such securities may be
resold  without  registration  under the Securities Act of 1933, as amended (the
"Act"),  only  in  certain  limited  circumstances.  In  this  connection,  the
undersigned  represents  that  it  is  familiar  with  Rule  144  of the Act, as
presently  in effect, and understands the resale limitations imposed thereby and
by  the  Act.

     4.     The  undersigned  understands the certificates evidencing the Shares
may  bear  one  or  all  of  the  following  legends:

     (a)     "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933.  THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE
ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES
UNDER SUCH ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH
REGISTRATION IS NOT REQUIRED OR UNLESS SOLD PURSUANT TO RULE 144 OF SUCH ACT."

          (b)     Any legend required by applicable state law.

     5.     Please issue a certificate or certificates representing said Shares
in the name of the
undersigned.

     6.     Please issue a new Warrant for the unexercised portion of the
attached Warrant in the name of the undersigned.


                              _____________________________________________
                                                   [Name]


____________________________
_____________________________________________
            [Date]                                      [Signature]