Exhibit 10.1
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     EMPLOYMENT  AGREEMENT
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          This  Employment Agreement (the "Employment Agreement" or "Agreement")
is  made  and  entered into as of the 13th day of February, 2007 (the "Execution
Date"),  by and between N-Viro International Corporation, a Delaware corporation
(the  "Company"),  and  Timothy  R.  Kasmoch,  an individual ("Employee").N-Viro

     W  I  T  N  E  S  S  E  T  H:
     -  -  -  -  -  -  -  -  -  -

          WHEREAS,  the Company owns and licenses the N-Viro Process, a patented
technology  to treat and recycle wastewater sludge and other bio-organic wastes,
utilizing  certain  alkaline  and  mineral by-products produced by cement, lime,
electric  utilities  and  other  industries  (such activities, together with all
other  activities of the Company, as conducted at or prior to the termination of
this  Employment Agreement, and any future activities reasonably related thereto
that  are  contemplated  by  the  Company  at the termination of this Employment
Agreement  identified  in writing by the Company to Employee at the date of such
termination,  are  hereinafter  collectively  referred  to  as  the  "Business
Activities");

          WHEREAS,  the  Company  and  Employee  have agreed that Employee shall
perform the duties of President and Chief Executive Officer subject to the terms
and  conditions  set  forth  in  this  Employment  Agreement.

          NOW, THEREFORE, in consideration of the premises, the mutual promises,
covenants  and  conditions  herein  contained  and  for  other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties  hereto  intending  to  be  legally  bound  hereby  agree  as  follows:

          Section  1.     Employment.  During  the  Employment  Period  (as
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hereinafter  defined),  the  Company  shall  employ Employee, and Employee shall
accept  employment  with  the  Company,  all  upon  the terms and subject to the
conditions  set  forth  in  this  Employment  Agreement.

          Section 2.     Capacity and Duties.  Employee shall be employed in the
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capacity  of President and Chief Executive Officer of the Company and shall have
such  other  duties,  responsibilities and authorities as are assigned to him by
the  Board  of Directors of the Company (the "Board") so long as such additional
duties, responsibilities and authorities are consistent with Employee's position
and  level of authority as President and Chief Executive Officer of the Company.
Employee  shall  report  directly  to  the Board of the Company.  Subject to the
control  and  general  directions  of  the  Board and except as otherwise herein
provided,  Employee  shall  devote all necessary 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  of  Employee to be performed by him
under  this  Employment  Agreement.  Employee's duties shall include the ongoing
management  and  oversight of the general business affairs and operations of the
Company  and  its  subsidiaries  and  affiliates  and  shall include, but not be
limited  to,  routine  operations, matters relating to research and development,
technical direction, national and international sales and/or licensing, national
policy  and  governmental  regulations and relations including those relating to
water  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 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.  It is expressly understood
that  Employee  also  is and/or may become engaged in other business activities,
including  but  not limited to management positions with Tri-State Garden Supply
d/b/a  Gardenscape and other similar ventures including ventures not yet formed.
Any business between Company and Tri-State Garden Supply and/or any other entity
that Employee also is and/or may become engaged, shall be disclosed to the Audit
Committee  of  the  Company's  Board  in  advance.  Employee's  other  business
activities  shall  not unreasonably interfere with Employee's performance of his
obligations  under  this  Employment  Agreement.

     Section  3.     Term  of Employment.  The term of employment of Employee by
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the  Company  pursuant to this Employment Agreement shall be for the period (the
"Employment  Period")  commencing on February 13, 2007 (the "Commencement Date")
and  ending on February 12, 2009 or such earlier date that Employee's employment
is terminated or later date that Employee's employment is extended in accordance
with  the  provisions of this Employment Agreement (the "Termination Date").  So
long  as  Employee is in full compliance with all of the terms and conditions of
this  Employment Agreement, Employee is not in default under or in breach of any
of  the  covenants,  agreements, representations or warranties set forth in this
Employment Agreement and neither Employee nor the Company has delivered a Notice
of  Termination  (as hereinafter defined) to the other at least ninety (90) days
prior  to  expiration  of the then-current Employment Period that the Employment
Period  shall not be extended, then this Employment Agreement and the Employment
Period  shall  automatically  be extended for additional successive one (1) year
periods.

     Section  4.     Place  of  Employment.  Employee's  principal place of work
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shall  be  deemed  to  be at the principal offices of the Company in the Toledo,
Ohio  area or such other locations as may be reasonably designated by the Board.
The  Company and Employee acknowledge that Employee's principal place of work is
consistent  with  the extensive national and international business travel which
may  be  required  of Employee in connection with the performance of his duties,
responsibilities  and  authorities  under  this  Agreement.

     Section  5.     Compensation.  During the Employment Period, subject to all
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the  terms  and conditions of this Employment Agreement and, except as otherwise
provided  in  Sections  9  or  10,  as  the case may be, as compensation for all
services to be rendered by Employee under this Employment Agreement, the Company
shall  pay  to  or  provide  Employee  with  the  following:

          5.01     Base Salary.  The Company shall pay to Employee a base annual
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salary  (the  "Base  Salary") at the rate of at least One Hundred Fifty Thousand
Dollars  ($150,000)  per  year,  payable at such intervals (at least monthly) as
salaries  are  paid  generally  to  other executive officers of the Company.  At
least  once  each year on or before each January 1 during the Employment Period,
Employee's  Base  Salary  shall  be  reviewed  by  the  Board  and may be at the
discretion  of  the  Board increased to an amount determined in good faith based
upon a complete review of Employee's performance under this Employment Agreement
during  the  prior  year  and  the  growth  and profitability of the Company and
Employee's  contributions thereto, which review shall be communicated in writing
to  Employee.

          5.02     Cash  Bonus.  At  the  sole  and  exclusive discretion of the
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Board,  the  Company may pay to Employee an annual cash bonus (the "Cash Bonus")
in  an amount determined in good faith by the Board based upon a complete review
of  Employee's  performance  under  this Employment Agreement during the current
calendar  year  and  the  growth and profitability of the Company and Employee's
contribution  thereto.  Any  Cash  Bonus  payable  to  Employee pursuant to this
Section 5.02 shall be payable, if at all, on or before December 31, of each year
during  the  Employment  Period  based upon Employee's performance for the prior
calendar  year  then  ended.

     Section 6.     Adherence to Standards.  Employee shall institute and comply
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with  the written policies, standards, rules and regulations of the Company from
time  to  time  established for all executive officers of the Company.  Employee
shall  submit a written report to the Board by the end of each month or the next
business  day  if the last day of the month falls on a weekend or holiday.  This
report  shall  detail  the  activities of any consultants of the Company and the
business  activities  undertaken  by  Employee  in  the  prior  month.

     Section  7.     Review of Performance.  The Board shall periodically review
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and  evaluate  the  performance of Employee under this Employment Agreement with
Employee.

     Section  8.     Expenses.  The  Company  shall  reimburse  Employee for all
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reasonable,  ordinary  and  necessary  expenses  (including, but not limited to,
automobile  and  other  business  travel  and  customer  entertainment expenses)
incurred  by him in connection with his employment hereunder; provided, however,
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Employee  shall  render to the Company a complete and accurate accounting of all
such  expenses in accordance with the substantiation requirements of Section 274
of  the  Internal  Revenue Code of 1986, as amended (the "Code"), as a condition
precedent  to  such  reimbursement.  Employee  will  also follow all established
guidelines  relating  to  reimbursement of expenses as may be promulgated by the
Board.

     Section  9.     Termination  with  Cause  by  the  Company. This Employment
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Agreement  may  be terminated with Cause (as hereinafter defined) by the Company
provided  that the Company shall (i) give Employee the Notice of Termination and
(ii)  pay  Employee  his  annual base salary through the Termination Date at the
rate  in effect at the time the Notice of Termination is given plus any bonus or
incentive compensation which have been earned or have become payable pursuant to
the terms of this Employment Agreement or any compensation or benefit plan as of
the  Termination  Date,  but  which  have  not  yet  been  paid.

     Section  10.     Termination  without  Cause by the Company or by Employee.
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This  Employment Agreement may be terminated by (i) the Company by reason of the
death  or  Disability  (as hereinafter defined) of Employee, (ii) the Company by
giving  Employee  the  Notice  of  Termination, (iii)  Employee after giving the
Company  the  Notice  of  Termination  at  least  thirty (30) days prior to such
termination.  In  the  event  of  termination of this Employment Agreement under
this  Section  10,  the  Company  shall pay Employee his Base Salary through the
Termination  Date at the rate in effect at the time the Notice of Termination is
given  plus  any  bonus  or  incentive compensation which are due or have become
payable  pursuant  to the terms of this Employment Agreement or any compensation
or  benefit  plan  as of the Termination Date, but which have not yet been paid.
In  the  event of termination of this Employment Agreement under this Section 10
by the Company (other than by reason of the death or Disability of Employee) and
such  termination is on or prior to the Termination Date that would be in effect
if  such  employment  had not been terminated under this Section 10, the Company
shall  pay  to Employee, in addition to the other benefits specifically provided
for in this Section, his Base Salary for the period between the Termination Date
and the natural expiration of this Employment Agreement or the expiration of any
extension  period thereof in effect as of the Termination Date.  This Section 10
shall  not  be  interpreted  so as to limit any benefits to which Employee, as a
terminated  employee  of  the  Company,  or his family may be entitled under the
Company's life insurance, medical, hospitalization or disability plans following
the  Termination  Date  or  under  applicable  law.

     Section  11.     Definitions.  In addition to the words and terms elsewhere
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defined  in  this Employment Agreement, certain capitalized words and terms used
in  this  Employment  Agreement  shall  have  the  meanings given to them by the
definitions  and  descriptions  in  this  Section  11  unless the context or use
indicates  another  or different meaning or intent, and such definition shall be
equally  applicable  to  both  the  singular  and  plural  forms  of  any of the
capitalized  words  and terms herein defined.  The following words and terms are
defined  terms  under  this  Employment  Agreement:

          11.01     " Disability" shall mean a physical or mental illness which,
in  the  judgment  of the Company after consultation with the licensed physician
attending  Employee,  impairs  Employee's  ability  to substantially perform his
duties under this Employment Agreement as an employee with or without reasonable
accommodation and as a result of which he shall have been absent from his duties
with  the  Company  on  a  full-time  basis  for  three  (3) consecutive months.

          11.02       A  termination  with  "Cause"  shall mean a termination of
this  Employment  Agreement  by  reason of (a) a good faith determination by the
Board  that  Employee  (i)  failed  to substantially perform his duties with the
Company  (other  than a failure resulting from his incapacity due to physical or
mental  illness)  after  a  written  demand for substantial performance has been
delivered  to  him by the Board, which demand specifically identifies the manner
in  which  the  Board believes he has not substantially performed his duties and
Employee  has  failed  to substantially perform as requested within a reasonable
time,  (ii)  has  engaged  in  conduct  the consequences of which are materially
adverse to the Company, monetarily or otherwise, (iii) is found guilty of fraud,
dishonesty  or  other acts of gross misconduct or misfeasance in the performance
of  his  duties  under  this  Employment  Agreement  by  a  court  of  competent
jurisdiction whose decision is final and non-appealable (provided, however, that
Employee's  Base  Salary  shall continue to be paid until such decision is final
and non-appealable), (iv) is found to be under the influence of illegal drugs or
other  similar  substance  while  performing  his  duties  under this Employment
Agreement  or  (v)  is convicted of a felony (provided, however, that Employee's
Base  Salary  shall  continue  to  be  paid  until  such conviction is final and
non-appealable),  or  (b)  the  Company  makes  an assignment for the benefit of
creditors,  files  a  voluntary  petition  in  bankruptcy,  is  involuntarily
adjudicated  to  bankrupt, is liquidated or dissolved or sells substantially all
of  its  assets.  No act, or failure to act, on Employee's part shall be grounds
for  termination with Cause unless he has acted or failed to act with an absence
of  good  faith or without a reasonable belief that his action or failure to act
was  in  or  at  least  not  opposed  to  the  best  interests  of  the Company.
Notwithstanding  the  foregoing,  Employee  shall  not  be  deemed  to have been
terminated  with Cause unless there shall have been delivered to him a copy of a
resolution  duly  adopted by the affirmative vote of not less than a majority of
the  entire  membership of the Board (exclusive of Employee) at a meeting of the
Board  called  at  least in part for that purpose finding that in the good faith
opinion  of  the Board, Employee engaged in conduct in the manner or of the type
set  forth  above in the first sentence of this Section 11.02 and specifying the
particulars  thereof  in  detail.

          11.03       Notice  of Termination. "Notice of Termination" shall mean
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a written notice which shall indicate the specific termination provision in this
Employment  Agreement  relied  upon and shall set forth in reasonable detail the
facts and circumstances claimed to provide a basis for termination of Employee's
employment  under  the  provision  so  indicated;  provided,  however,  no  such
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purported  termination  shall  be  effective without such Notice of Termination;
provided  further,  however,  any  purported  termination  by  the Company or by
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Employee  shall  be  communicated  by a Notice of Termination to the other party
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hereto  in  accordance  with  Section  3  of  this  Employment  Agreement.

     Section  12.     Fees  and  Expenses.  The Company shall pay all legal fees
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and  related  expenses  (including  the  costs of experts, evidence and counsel)
incurred  by  Employee  as  a  result  of  a  contest or dispute over Employee's
termination  of  employment if such contest or dispute is resolved in Employee's
favor.

     Section  13.     Indemnification.  Consistent  with  the  Bylaws  of  the
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Company,  the  Company agrees that it shall indemnify and hold Employee harmless
for  any  judgment(s), costs, fees (including attorney's fees), and/or penalties
for  any  action  of any kind that arises from the Employee's performance of his
duties  under  this  Employment  Agreement  unless  actions  leading  to  the
judgments(s),  costs,  fees  (including  attorney's  fees)  and/or penalties are
proven to have resulted from intentional misconduct on the part of the Employee.
The Company hereby agrees that it will at all times carry directors and officers
liability  insurance  covering  Employee  and  all  of  the members of the Board
including  Employee.

     Section  14.     Notices.  For  the  purposes of this Employment Agreement,
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notices  and  all  other communications provided for in the Employment Agreement
shall  be in writing and shall be deemed to have been duly given when personally
delivered  or sent by certified mail, return receipt requested, postage prepaid,
or  by  expedited  (overnight)  courier  with  established  national reputation,
shipping prepaid or billed to sender, in either case addressed to the respective
addresses  last  given  by each party to the other (provided that all notices to
the  Company  shall be directed to the attention of the Board with a copy to the
Secretary  of  the  Company)  or  to such other address as either party may have
furnished  to  the  other  in  writing  in accordance herewith.  All notices and
communication  shall  be  deemed  to  have been received on the date of delivery
thereof,  on  the third business day after the mailing thereof, or on the second
day  after deposit thereof with an expedited courier service, except that notice
of  change  of  address  shall  be  effective  only  upon  receipt.

     Section  15.     Life  Insurance.  The  Company  may, at any time after the
                      ---------------
execution  of  this Employment Agreement, apply for and procure as owner and for
its own benefit, life insurance on Employee, in such amounts and in such form or
forms  as  the  Company  may  determine.  Employee  shall, at the request of the
Company,  submit  to  such  medical  examinations,  supply such information, and
execute  such documents as may be required by the insurance company or companies
to  whom  the Company has applied for such insurance. Employee hereby represents
that  to  his  knowledge  he is in good physical and mental condition and is not
under  the  influence  of  drugs  or  similar  substance.

     Section  16.     Proprietary  Information  and  Inventions.  Employee
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understands  and  acknowledges  that:

          16.01     Trust.  Employee's  employment  creates  a  relationship  of
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confidence  and  trust  between Employee and the Company with respect to certain
information  applicable  to the business of the Company and its subsidiaries and
affiliates  (collectively,  the  "Group")  or  applicable to the business of any
licensee,  vendor  or  customer  of any of the Group, which may be made known to
Employee by the Group or by any licensee, vendor or customer of any of the Group
or  learned  by  Employee  during  the  Employment  Period.

          16.02     Proprietary  Information.  The  Group  possesses  and  will
                    ------------------------
continue  to possess information that has been created, discovered, or developed
by,  or  otherwise  become  known  to, the Group (including, without limitation,
information  created,  discovered, developed or made known to by Employee during
the  period  of  or  arising  out  of his employment by the Company) or in which
property rights have been or may be assigned or otherwise conveyed to the Group,
which  information  has  commercial  value in the business in which the Group is
engaged and is treated by the Group as confidential.  Except as otherwise herein
provided,  all such information is hereinafter called "Proprietary Information",
which  term,  as  used  herein, shall also include, but shall not be limited to,
data, functional specifications, computer programs, know-how, research, patents,
inventions,  discoveries,  processes,  procedures,  formulae,  technology,
improvements, developments, designs, marketing plans, strategies, forecasts, new
products,  unpublished  financial  statements,  budgets,  projections, licenses,
prices,  costs,  and  customer,  supplier  and  potential acquisition candidates
lists.  Notwithstanding  anything  contained in this Employment Agreement to the
contrary,  the  term "Proprietary Information" shall not include (i) information
which  is in the public domain, (ii) information which is published or otherwise
becomes  part  of  the  public  domain  through  no  fault  of  Employee,  (iii)
information  which  Employee can demonstrate was in Employee's possession at the
time  of disclosure and was not acquired by Employee directly or indirectly from
any  of  the  Group  on  a  confidential  basis,  (iv) information which becomes
available  to  Employee on a non-confidential basis from a source other than any
of  the  Group  and  which  source, to the best of Employee's knowledge, did not
acquire  the  information  on a confidential basis, (v) information belonging to
other  entities  including,  but  not  limited to, Tri-State Garden Supply d/b/a
Gardenscape  and/or  any  other  entity,  or  (vi)  information  required  to be
disclosed  by  any federal or state law, rule or regulation or by any applicable
judgment,  order  or  decree  or any court or governmental body or agency having
jurisdiction  in  the  premises.

All  Proprietary  Information  shall be the sole property of the Group and their
respective  assigns.  Employee  assigns  to  the Company any rights Employee may
have  or  acquire  in  such  Proprietary Information.  At all times, both during
Employee's  employment  by the Company and after its termination, Employee shall
keep in strictest confidence and trust all Proprietary Information, and Employee
shall  not  use  or  disclose  any  Proprietary  Information without the written
consent  of  the  Group,  except  as  may be necessary in the ordinary course of
performing  Employee's  duties  as an employee of the Company.   Notwithstanding
the foregoing, Employee agrees that all Proprietary Information shall be kept in
confidence  by  Employee  for  a  period  of  at least three (3) years after the
Termination  Date  of  this  Agreement.

     Section  17.     Inventions.  Any  and  all  inventions,  conceptions,
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processes,  discoveries,  improvements, patent rights, letter patents, programs,
copyrights,  trademarks,  trade  names  and  applications  therefore relating to
technology  used by the Company to treat and recycle wastewater sludge and other
bio-organic  wastes, utilizing certain alkaline and mineral by-products produced
by  cement,  lime, electric utilities and other industries, in the United States
and  other  countries,  and any and all rights and interest in, to and under the
same,  that  are  conceived,  made, acquired, or possessed by Employee, alone or
with  other employees, during the term of this Employment Agreement shall become
the  exclusive  property  of  the  Company  and  shall  at all times and for all
purposes  be  regarded  as acquired and held by Employee in a fiduciary capacity
for  the sole benefit of the Company, and the Employee hereby assigns and agrees
to assign the same to the Company without further compensation.  Employee agrees
that,  upon  request,  he  will  promptly  make  all  disclosures,  execute  all
applications,  assignments  or other instruments and perform all acts whatsoever
necessary  or  desired by the Company to vest and confirm in it, its successors,
assigns  and nominees, fully and completely, all rights and interests created or
contemplated  by  this  Section.

     Section  18.     Surrender  of Documents. Employee shall, at the request of
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the  Company,  promptly  surrender to the Company or its nominee any Proprietary
Information  or  document,  memorandum,  record,  letter  or  other paper in his
possession  or  under his control relating to the operation, business or affairs
of  the  Group.

     Section  19.     Prior  Employment  Agreements.  Employee  represents  and
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warrants  that  Employee's  performance  of  all  the  terms  of this Employment
Agreement  and  as an employee of the Company does not, and will not, breach any
agreement  to keep in confidence proprietary information acquired by Employee in
confidence  or in trust prior to Employee's employment by the Company.  Employee
has not entered into, and shall not enter into, any agreement, either written or
oral,  which  is  in  conflict  with this Employment Agreement or which would be
violated  by Employee entering into, or carrying out his obligations under, this
Employment  Agreement.

          Section  20.     Restrictive  Covenant.  Except  as  provided  herein
                           ---------------------
and/or  as  agreed  by  the  Board  of  the  Company,  Employee acknowledges and
recognizes  Employee's  possession  of  Proprietary  Information  and the highly
competitive nature of the business of the Group and, accordingly, agrees that in
consideration  of  the  covenants and conditions contained herein Employee shall
not,  during the Employment Period, (i) directly or indirectly engage in any new
Business Activities that do not involve the Company that relate to the treatment
of  biosolids,  whether  such  engagement  shall  be  as  an  employer, officer,
director,  owner,  employee,  consultant,  stockholder,  partner  or  other
participant,  (ii)  assist  others in engaging in any Business Activities in the
manner  described  in the foregoing clause (i), or (iii) induce employees of the
Company to terminate their employment with the Company or engage in any Business
Activities  in  the  world.  Employee  shall  not  for  a period of one (1) year
following  the  termination  of  this  Agreement, for any customer and/or active
potential customer of the Company that was such a customer or potential customer
as  of  the  date of termination, attempt to contact or solicit said customer or
potential  customer  to  provide like services and/or performance as had been or
was  proposed  to  be  provided  by  the  Company.

     Section  21.     Customer  Exception.  The  Company  agrees  that  (1)  the
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ownership  of  the  outstanding  capital stock of a corporation whose shares are
traded  on a national securities exchange or on the over-the-counter market, (2)
continuation  of  present duties with Tri-State Garden Supply d/b/a Gardenscape,
its  related  and/or  similar  entities  and/or  ventures,  and/or (3) any other
company/venture  disclosed  to  the Audit Committee of the Board and/or the full
Board  in  which Employee has an interest that is a customer of the Company (ex.
purchases  product  and/or  pays  royalties) shall not be deemed engaging in any
Business  Activities  subject  to  the provisions of Section 20.  The purpose of
this  Section 21 is to recognize that Employee through his duties with Tri-State
Garden  Supply  d/b/a  Gardenscape  has been and may continue to be an important
customer  of  the  Company,  as  well as the Employee's desire personally and on
behalf of Tri-State Garden Supply d/b/a Gardenscape to invest in the creation of
markets  and  opportunities for the purchase/licensing of the Company's products
and/or processes for the benefit the Company.  These activities will, subject to
advance  disclosure to and approval by the Company's Board, involve the Company,
Tri-State  Garden  Supply  d/b/a  Gardenscape  (or an affiliate), and/or another
company(ies)  in  which  Employee  has  or  could  have  an  interest  as  a
customer/licensee  of  the  Company.

     Section  22.     Remedies.  The  parties  hereto acknowledge and agree that
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the  a  remedy  at  law for a breach or a threatened breach of the provisions of
Sections  16,  17,  18  and 20 herein would be inadequate, and in recognition of
this  fact,  in  the  event  of  a  breach  or  threatened breach of any of such
provisions,  it is agreed that the parties shall be entitled to equitable relief
in  the form of specific performance, a temporary restraining order, a temporary
or  permanent  injunction  or  any  other  equitable  remedy  which  may then be
available,  without  posting bond or other security.  No remedy herein conferred
is  intended to be exclusive of any other remedy, and each and every such remedy
shall be cumulative and shall be in addition to any other remedy given hereunder
now  or  hereinafter  existing  at  law or in equity or by statute or otherwise.

     Section 23.     Successive Employment Notice.  In the event this Employment
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Agreement  is  terminated  by  Employee  pursuant to Section 10, within five (5)
business  days  after the Termination Date, Employee shall provide notice to the
Company  of  Employee's  next  intended  employment,  unless  such employment is
continued  employment  with Tri-State Garden Supply d/b/a Gardenscape and/or its
successors  or  assigns,  and/or any other company which was disclosed the Board
pursuant  to  Section  21.  If  such employment is not known by Employee at such
date,  Employee  shall notify the Company immediately upon determination of such
information.  Employee  shall  continue  to  provide  the Company with notice of
Employee's  place  and nature of employment and any change in place or nature of
employment  during  the  period  ending one (1) year after the Termination Date.

     Section  24.     Successors.  This Employment Agreement shall be binding on
                      ----------
the  Company  and  any  successor  to  any of its businesses or assets.  Without
limiting  the  effect  of  the  prior  sentence,  the Company shall use its best
efforts  to  require  any  successor  or  assign (whether direct or indirect, by
purchase, merger, consolidation or otherwise) to all or substantially all of the
business  and/or  assets of the Company to expressly assume and agree to perform
this  Employment  Agreement  in  the same manner and to the same extent that the
Company  would be required to perform it if no such succession or assignment had
taken  place.  As  used  in  this Employment Agreement, "Company" shall mean the
Company  as  hereinbefore  defined  and  any successor or assign to its business
and/or  assets  as aforesaid which assumes and agrees to perform this Employment
Agreement  or  which  is  otherwise  obligated under this Agreement by the first
sentence  of  this  Section  24,  by  operation  of  law  or  otherwise.

     Section  25.     Binding  Effect.  This Employment Agreement shall inure to
                      ---------------
the  benefit  of  and  be  enforceable  by  Employee's  personal  and  legal
representatives,  executors,  administrators,  successors,  heirs, distributees,
devisees  and legatees.  If Employee should die while any amounts would still be
payable  to  him hereunder if he had continued to live, all such amounts, unless
otherwise  provided  herein,  shall be paid in accordance with the terms of this
Employment  Agreement  to  Employee's  estate.

     Section  26.     Modification  and Waiver.  No provision of this Employment
                      ------------------------
Agreement may be modified, waived or discharged unless such waiver, modification
or  discharge is agreed to in writing and signed by Employee and such officer as
may  be  specifically designated by the Board.  No waiver by either party hereto
at  any time of any breach by the other party hereto of, or compliance with, any
condition  or  provision  of  this  Employment Agreement to be performed by such
other  party  shall  be  deemed  a waiver of similar or dissimilar provisions or
conditions  at  the  same  or  at  any  prior  or  subsequent  time.

     Section  27.     Headings.  Headings  used  in  this  Agreement  are  for
                      --------
convenience  only and shall not be used to interpret or construe its provisions.

     Section  28.     Waiver  of  Breach.  The  waiver  of either the Company or
                      ------------------
Employee  of  a  breach  of any provision of this Employment Agreement shall not
operate  or  be  construed  as  a  waiver of any subsequent breach by either the
Company  or  Employee.

     Section  29.     Amendments.  No  amendments or variations of the terms and
                      ----------
conditions  of  this  Employment  Agreement shall be valid unless the same is in
writing  and  signed  by  all  of  the  parties  hereto.

     Section  30.     Severability.  The  invalidity  or unenforceability of any
                      ------------
provision  of  this Employment Agreement, whether in whole or in part, shall not
in  any  way  affect  the  validity and/or enforceability of any other provision
herein  contained.  Any  invalid  or  unenforceable  provision  shall  be deemed
severable  to  the  extent  of  any  such  invalidity  or  unenforceability.

     Section  31.     Governing  Law.  This  Employment  Agreement  shall  be
                      --------------
construed  and  enforced  pursuant  to  the laws of the State of Ohio.

     Section 32.     Counterparts.  This Employment Agreement may be executed in
                     ------------
more  than  one  (1)  counterpart  and  each  counterpart shall be considered an
original.

     Section  33.      Survival.   The  provisions of Sections 10, 12, 13 and 16
                      ---------
herein  shall  survive  termination of this Employment Agreement for any reason.

     Section 34.     Sections.  Unless the context requires a different meaning,
                     --------
all  references  to  "Sections" in this Agreement shall mean the Section of this
Agreement.

     Section  35.     Publicity.  Press  releases  and other publicity materials
                      ---------
relating  to the transactions contemplated by this Employment Agreement shall be
released  by  the  parties  hereto only after review and with the consent of the
other  party;  provided,  however, that if legal counsel for the Company advises
               --------   -------
the  Company  that  disclosure  of  this  Employment Agreement is required under
applicable federal or state securities laws, then the Company shall be permitted
to  make  such  disclosure in the form recommended by such legal counsel without
the  prior  consent  of  Employee.

          IN  WITNESS  WHEREOF, this Employment Agreement has been duly executed
by  the  Company  and  Employee  as  of  the  date  first  above  written.

                              N-VIRO  INTERNATIONAL  CORPORATION

                              By /s/  James  H.  Hartung
                                ------------------------
                              Its   /s/ Chairman  of  the  Board
                                   -----------------------------


                                   /s/  Timothy  R.  Kasmoch
                                  --------------------------
                                    Timothy  R.  Kasmoch