Exhibit 10.2
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                              CONSULTING AGREEMENT
                              --------------------

          This  Consulting  Agreement  (the  "Consulting Agreement") is made and
entered  into  as  of  February  13, 2006 (the "Execution Date"), by and between
N-Viro  International  Corporation,  a Delaware corporation (the "Company"), and
Carl  Richard,  an  individual  ("Consultant").N-Viro

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

          WHEREAS,  the  Company desires to engage Consultant as a consultant to
the  Company  upon  the  terms  and  subject to the conditions set forth in this
Consulting  Agreement;  and,

          WHEREAS, Consultant desires to be hired as a consultant to the Company
upon  the  terms  and  subject  to  the  conditions set forth in this Consulting
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 is hereby acknowledged, the
parties  hereto  intending  to  be  legally  bound  hereby  agree  as  follows:

          Section 1.     Engagement.  The Company hereby engages Consultant, and
                         ----------
Consultant hereby accepts engagement with the Company, as a consultant, all upon
the  terms and subject to the conditions set forth in this Consulting Agreement.

          Section  2.     Consulting  Services.  Consultant  is  and  shall  be
                          --------------------
engaged  as  a consultant to the Board of Directors of the Company (the "Board")
when  requested  by  the  Chief Executive Officer of the Company relating to the
general  business  and  affairs  of  the  Company  including  matters concerning
disposal  of  product  from  the  Toledo  facility  ("Consulting  Services").
Consultant  shall  report  directly  to the Chief Executive Officer (CEO) of the
Company,  and  the  CEO  shall  direct  the scope of work to be conducted by the
Consultant.  Consultant  shall  devote  such of his business time, best efforts,
and  attention  to  promote  and  advance  the  business  of the Company and its
subsidiaries  as reasonably requested, from time to time, by the Chief Executive
Officer;  provided,  however, that such time, efforts and attention shall, where
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and  when  possible,  shall be conducted during regular business hours and shall
not  unreasonably  interfere  with  Consultant's  other business and/or personal
activities.

          Section  3.     Exclusivity.  Consultant  agrees  not  to  undertake
                          ------------
consulting  work for other businesses in competition with the Company during the
term  of  this  Consulting  Agreement  or  any  extensions  hereof.

          Section  4.     Term  of  Engagement.  The  term  of  engagement  of
                          --------------------
Consultant by the Company pursuant to this Consulting Agreement shall be for the
period  (the  "Consulting Period") commencing on February 13, 2006 and ending on
February  12,  2007  or  such  earlier  date  that  Consultant's  engagement  is
terminated  in  accordance  with  the provisions of this Consulting Agreement or
such  later  date  that  Consultant's  engagement  is  extended pursuant to this
Consulting  Agreement  (the  "Consulting  Termination  Date").

          This Agreement may be renewed by mutual consent.  Such renewal, unless
otherwise  expressly  stated,  shall  be  for  a  term  of  one  (1)  year.

     Section 5.     Fee.  During the Consulting Period, subject to all the terms
                    ---
and  conditions  of  this  Consulting  Agreement  and  as  compensation  for all
Consulting  Services  under  this  Consulting  Agreement,  the Company shall pay
Consultant  the amount of One Thousand Six Hundred Dollars ($1,600), which shall
be  payable  at such intervals (at least monthly) as salaries are paid generally
to  executive  officers  of  the  Company.  These  fees  are  exclusive  of  any
compensation  earned  as  a  Director  of  the  Company,  if  any.

          Section  6.     Expenses.  The  Company  shall  not  be  obligated  to
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reimburse  any  expenses of Consultant in the performance of his services unless
reimbursement  of  a  particular  expense  is  requested in advance and which is
expressly approved, in advance and in writing, by the Chief Executive Officer of
the Company.  The presumption is that no expenses are expected to be paid by the
Company.

          Section  7.     Notices.  For  the  purposes  of  this  Consulting
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Agreement,  notices  and all other communications provided for in the Consulting
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  8.     Proprietary  Information  and  Inventions.  Consultant
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understands  and  acknowledges  that:

          8.01     Trust.  Consultant's  engagement  creates  a  relationship of
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confidence  and trust between Consultant 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
Consultant  by  the  Group  or by any licensee, vendor or customer of any of the
Group  or  learned  by  Consultant  during  the  Consulting  Period  and/or  the
Employment  Period.

          8.02     Proprietary  Information.  The  Group  possesses  and  will
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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 Consultant 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
in  the  possession  of  Company.  Notwithstanding  anything  contained  in this
Consulting  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  Consultant, (iii) information which Consultant can demonstrate was in
Consultant's  possession  at  the  time  of  disclosure  and was not acquired by
Consultant directly or indirectly from any of the Group on a confidential basis,
(iv)  information  which  becomes  available to Consultant on a non-confidential
basis from a source other than any of the Group and which source, to the best of
Consultant's  knowledge, did not acquire the information on a confidential basis
or (v) 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.  Consultant assigns to the Company any rights Consultant may
have  or  acquire  in  such  Proprietary Information.  At all times, both during
Consultant's  engagement  by  the  Company and after its termination, Consultant
shall  keep  in  strictest confidence and trust all Proprietary Information, and
Consultant  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  Consultant's  duties  as  a  consultant  to  the  Company.  All
confidential  information  of  the  Company  shall  be  kept  in  confidence  by
Consultant  for  a  period  of  at  least  three  (3) years after the Consulting
Termination  Date.

          Section  9.     Surrender  of  Documents.  Consultant  shall,  at  the
                          ------------------------
request  of  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  10.     Prior  Employment  Agreements.  Consultant represents
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and  warrants  that Consultant's performance of all the terms of this Consulting
Agreement  and as a consultant to the Company does not, and will not, breach any
agreement  to  keep in confidence proprietary information acquired by Consultant
in  confidence  or  in  trust  prior  to Consultant's employment by the Company.
Consultant has not entered into, and shall not enter into, any agreement, either
written  or  oral,  which is in conflict with this Consulting Agreement or which
would  be  violated by Consultant entering into, or carrying out his obligations
under,  this Consulting Agreement.  It is expressly agreed and acknowledged that
this  Consulting Agreement shall control the relationship between the Consultant
and  the  Company.  All  prior or contemporaneous agreements between the Parties
are  hereby  merged hereinto and or of no present or future effect.  The Parties
warrant  and acknowledge that the terms of the all prior agreements between them
have  been  satisfied  in  full.

          Section 11.     Remedies.  Consultant acknowledges and agrees that the
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Company's  remedy  at  law for a breach or a threatened breach of the provisions
herein  would  be inadequate, and in recognition of this fact, in the event of a
breach  or  threatened  breach  by  Consultant  of any of the provisions of this
Consulting  Agreement,  it  is  agreed  that  the  Company 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.  Consultant
acknowledges  that  the  granting  of  a  temporary  injunction,  a  temporary
restraining  order  or  other permanent injunction merely prohibiting Consultant
from  engaging  in  any Business Activities would not be an adequate remedy upon
breach  or  threatened  breach  of  this  Consulting Agreement, and consequently
agrees  upon  any such breach or threatened breach to the granting of injunctive
relief prohibiting Consultant from engaging in any activities prohibited by this
Consulting Agreement.  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  12.     Successors.  This  Consulting  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  Consulting  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 Consulting 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 Consulting
Agreement  or  which  is  otherwise  obligated under this Agreement by the first
sentence  of  this  Section  12,  by  operation  of  law  or  otherwise.

          Section  13.     Termination.  This  Consulting  Agreement  may  be
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terminated  by  Consultant  at any time upon fifteen (15) days notice.  Upon the
effective  date  of any such termination by Consultant, the Company will have no
further  obligations  to  Consultant,  including  any  obligation to pay amounts
contemplated  under  this  Agreement  for  periods  after  the effective date of
termination  of  this  Consulting  Agreement.  The  Company  may  terminate this
Consulting  Agreement  at  any time upon ninety (90) days notice upon a majority
vote  of the Company's Board.  This Agreement shall terminate automatically upon
the  death of Consultant, which other than for payments due for the period prior
to  death,  shall  relieve  all further payment obligations for periods from and
after  Consultant's  date  of  death.

          Section 14.     Binding Effect.  This Consulting Agreement shall inure
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to  the  benefit  of  and  be  enforceable  by  Consultant's  personal and legal
representatives,  executors,  administrators,  successors,  heirs, distributees,
devisees  and  legatees.  If Consultant 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  Consulting  Agreement  to  Consultant's  estate.

          Section  15.     Modification  and  Waiver.  No  provision  of  this
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Consulting  Agreement  may be modified, waived or discharged unless such waiver,
modification  or  discharge is agreed to in writing and signed by Consultant 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 Consulting 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  16.     Headings.  Headings  used  in  this Agreement are for
                           --------
convenience  only and shall not be used to interpret or construe its provisions.

          Section 17.     Waiver of Breach.  The waiver of either the Company or
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Consultant  of  a breach of any provision of this Consulting Agreement shall not
operate  or  be  construed  as  a  waiver of any subsequent breach by either the
Company  or  Consultant.

          Section  18.     Amendments.  No amendments or variations of the terms
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and conditions of this Consulting Agreement shall be valid unless the same is in
writing  and  signed  by  all  of  the  parties  hereto.

          Section  19.     Severability.  The  invalidity or unenforceability of
                           ------------
any  provision  of this Consulting 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  20.     Governing Law/Forum.  This Consulting Agreement shall
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be  construed  and  enforced pursuant to the laws of the State of Ohio, and Ohio
shall  be  the  sole  venue  for  dispute  resolution  relative  hereto.

          Section  21.     Arbitration.  Any controversy or claim arising out of
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or  relating  to  this  Consulting  Agreement  or  any transactions provided for
herein,  or  the breach thereof, other than a claim for injunctive relief, shall
be settled by arbitration in accordance with the Commercial Arbitration Rules of
the  American Arbitration Association (the "Rules") in effect at the time demand
for  arbitration  is made by any party.  The evidentiary and procedural rules in
such  proceedings  shall  be  kept  to  the  minimum  level of formality that is
consistent  with  the  Rules.  One  arbitrator  shall be named by the Company, a
second  shall  be named by Consultant and the third arbitrator shall be named by
the  two  arbitrators  so chosen.  In the event that the third arbitrator is not
agreed  upon,  he or she shall be named by the American Arbitration Association.
Arbitration  shall occur in Toledo, Ohio or such other location agreed to by the
Company  and  Consultant.  The  award  made by all or a majority of the panel of
arbitrators shall be final and binding, and judgment may be entered in any court
of  law  having  competent  jurisdiction.  The award is subject to confirmation,
modification,  correction, or vacation only as explicitly provided in Title 9 of
the  United  States Code.  The prevailing party shall be entitled to an award of
pre-  and  post-award interest as well as reasonable attorney's fees incurred in
connection  with  the  arbitration and any judicial proceedings related thereto.

          Section  22.     Counterparts.  This  Consulting  Agreement  may  be
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executed  in  more  than  one  (1)  counterpart  and  each  counterpart shall be
considered  an  original.

          Section  23.     Sections.  Unless  the  context  requires a different
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meaning,  all  references to "Sections" in this Agreement shall mean the Section
of  this  Agreement.

          Section  24.     Publicity.  Press  releases  and  other  publicity
                           ---------
materials relating to the transactions contemplated by this Consulting 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
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advises  the  Company  that  disclosure of this Consulting 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  Consultant.

          Section 25.     Independent Contractor.  Consultant shall be deemed to
                          ----------------------
be an independent contractor with respect to the Company and not an employee and
Consultant  shall  be  responsible  for  all federal, state and local taxes as a
result  of  the  receipt  of  the  amounts  paid  to  Consultant by the Company,
including,  but  not  limited  to,  unemployment  and  withholding  taxes.

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

                              N-VIRO  INTERNATIONAL  CORPORATION
                              By   /s/  Timothy  Kasmoch
                                  ----------------------
                                Its:  Chief  Executive  Officer
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                                /s/Carl  Richard
                              ------------------
                              Carl  Richard