Exhibit 10.1
                                                                    ------------

            SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

                                       OF

                        N-VIRO INTERNATIONAL CORPORATION


I,  James K. McHugh, Chief Financial Officer, Secretary and Treasurer, of N-Viro
International Corporation, a Delaware corporation (the "Corporation"), do hereby
certify  that,  in  accordance  with the General Corporation Law of the State of
Delaware  (the  "DGCL"),  Title  8,  Sections  103, 242 and 245 of the DGCL, the
Corporation's  Certificate of Incorporation, which was originally filed on April
29,  1993,  is  hereby  amended and restated in its entirety to read as follows:


                                  ARTICLE ONE
        The name of the Corporation is N-Viro International Corporation.


                                  ARTICLE TWO
     The  address  of  the  Corporation's  registered  office  in  the  State of
placeStateDelaware  is placePlaceNameCorporation PlaceNameTrust PlaceTypeCenter,
addressStreet1209 Orange Street, City of placeCityWilmington, placeCityCounty of
New  Castle PostalCode19801. The name of its registered agent at such address is
The  Corporation  Trust  Company.


                                 ARTICLE THREE
     The  purpose  of the Corporation is to engage in any lawful act or activity
for  which  corporations  may  be organized under the General Corporation Law of
Delaware.


                                  ARTICLE FOUR
     The  total  number of all classes of stock which the Corporation shall have
authority  to  issue  is  seventeen  million  (17,000,000)  shares, of which two
million  (2,000,000)  shares,  designated  as  Preferred Stock, shall have a par
value  of One Cent ($.01) per share (the "Preferred Stock"), and fifteen million
(15,000,000)  shares,  designated as Common Stock, shall have a par value of One
Cent  ($.01)  per  share  (the  "Common  Stock").

     A  statement of the powers, preferences and rights, and the qualifications,
limitations  or  restrictions  thereof, in respect of each class of stock of the
Corporation  is  as  follows:

PREFERRED  STOCK
----------------

     The  Preferred  Stock  may  be  issued  from  time  to time by the Board of
Directors  as shares of one or more classes or series. The designations, powers,
preferences and relative, optional, conversion and other special rights, and the
qualifications, limitations and restrictions thereof, of Preferred Stock of each
class  or  series  shall  be such as are stated and expressed herein and, to the
extent  not  stated  and  expressed herein, shall be such as may be fixed by the
Board  of  Directors  (authority  so  to  do being hereby expressly granted) and
stated  and  expressed  in  a  resolution or resolutions adopted by the Board of
Directors  providing  for  the issue of Preferred Stock of such class or series.
Such  resolution  or  resolutions shall (a) specify the class or series to which
such  Preferred  Stock shall belong, (b) fix the dividend rate therefor, (c) fix
the amount which the holders of Preferred Stock of such class or series shall be
entitled  to  be  paid  in  the event of a voluntary liquidation, dissolution or
winding up of the Corporation, (d) state whether or note Preferred Stock of such
class  or series shall be redeemable and at what times and under what conditions
and  the  amount  or amounts payable thereon in the event of redemption, (e) fix
the  voting  powers  of  the holders of Preferred Stock of such class or series,
whether  full  or  limited,  or without voting powers, but in no event shall the
holders  of Preferred Stock of such class or series be entitled to more than one
vote for each share held at all meetings of the stockholders of the Corporation;
and  may, in a manner not inconsistent with the provisions of this ARTICLE FOUR,
(i) limit the number of shares of such class or series which may be issued, (ii)
provide  for a sinking or purchase fund for the redemption or purchase of shares
of  such class or series and the terms and provisions governing the operation of
any  such  fund  and  the  status  as to reissuance of shares of Preferred Stock
purchased  or  otherwise reacquired or redeemed or retired through the operation
thereof,  (iii)  impose  conditions  or  restrictions  upon  the  creation  of
indebtedness  of the Corporation or upon the issue of additional Preferred Stock
or  other  capital  stock  ranking  equally  therewith  or  prior  thereto as to
dividends  or  distribution  of assets on liquidation, and (iv) grant such other
special  rights to the holders of Preferred Stock of such class or series as the
Board  of  Directors  may  determine  and  which  are  not inconsistent with the
provisions  of  this  ARTICLE  FOUR. The term "fix for such class or series" and
similar  terms  shall  mean  stated and expressed in a resolution or resolutions
adopted  by the Board of Directors providing for the issue of Preferred Stock of
the  class  or  series  referred  to  therein.  No further action or vote of the
stockholders  shall  be  required for any action taken by the Board of Directors
pursuant  to  this  ARTICLE  FOUR.
COMMON  STOCK
------  -----

     1.     Dividends.
            ---------

     Subject  to  the  preferred rights of the holders of shares of any class or
series  of Preferred Stock as provided by the Board of Directors with respect to
any  such  class  or  series of Preferred Stock, the holders of the Common Stock
shall be entitled to receive, as and when declared by the Board of Directors out
of  the  funds  of  the  Corporation  legally available therefor, such dividends
(payable in cash, stock or otherwise) as the Board of Directors may from time to
time  determine,  payable to stockholders of record on such dates, not exceeding
sixty (60) days preceding the dividend payment dates, as shall be fixed for such
purpose  by  the  Board  of  Directors  in advance of payment of each particular
dividend.

     2.     Liquidation.
            -----------

     In  the  event  of  any  liquidation,  dissolution  or  winding  up  of the
Corporation, whether voluntary or involuntary, after the distribution or payment
to  the  holders of shares of any class or series of Preferred Stock as provided
by  the Board of Directors with respect to any such class or series of Preferred
Stock,  the  remaining  assets  of the Corporation available for distribution to
stockholders  shall be distributed among and paid to the holders of Common Stock
ratably  in  proportion  to  the  number  of shares of Common Stock held by them
respectively.

     3.     Voting  Rights.
            --------------

     Except  as  otherwise  required  by  law  or  as  provided  by the Board of
Directors  with  respect  to  any class or series of Preferred Stock, the entire
voting  power  and  all  voting rights shall be vested exclusively in the Common
Stock.  Each  holder of shares of Common Stock shall be entitled to one vote for
each  share  standing  in  his  name  on  the  books  of  the  Corporation.


                                  ARTICLE FIVE
     In  furtherance  and  not in limitation of the powers conferred by statute,
the  Board  of  Directors  is expressly authorized to make, alter and repeal the
By-laws  of  the  Corporation.  Notwithstanding  any  provision  of  this Second
Amended and Restated Certificate of Incorporation to the contrary, any amendment
or  repeal of this Article Five shall require approval by a majority vote of the
full  Board of Directors of the Corporation and the affirmative vote of at least
sixty-six  and  two-thirds percent (66 2/3%) of the votes which all stockholders
of  the  then  outstanding  shares  of capital stock of the Corporation would be
entitled  to  vote  thereon,  voting  together  as  a  single  class.


                                  ARTICLE SIX
     The  Corporation  reserves  the right to amend, alter, change or repeal any
provision  in  this  Amended  and  Restated Certificate of Incorporation, in the
manner  now  or-  hereafter  prescribed  by  statute.


                                 ARTICLE SEVEN
     No  Director  of  the Corporation shall be liable to the Corporation or its
stockholders  for  monetary  damages for breach of fiduciary duty as a Director,
except for liability (i) for any breach of the Director's duty of loyalty to the
Corporation or its stockholders, (ii) for acts or omissions not in good faith or
which  involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the Delaware General Corporation Law (the "DGCL") or (iv) for any
transaction  from  which  the  Director  derived  an  improper personal benefit.


                                 ARTICLE EIGHT
     The  Corporation  shall,  to the fullest extent permitted by Section 145 of
the  DGCL,  as the same may be amended and supplemented, indemnify each Director
and  officer  of  the  Corporation from and against any and all of the expenses,
liabilities  or  other matters referred to in or covered by said Section and the
indemnification  provided  for herein shall not be deemed exclusive of any other
rights  to  which those indemnified may be entitled under any By-Law, agreement,
vote  of  stockholders,  vote of disinterested Directors or otherwise, and shall
continue  as  to  a  person who has ceased to be a Director or officer and shall
inure  to the benefit of the heirs, executors and administrators of such persons
and  the  Corporation  may  purchase  and  maintain  insurance  on behalf of any
Director  or  officer  to  the  extent  permitted  by  Section  145 of the DGCL.


                                  ARTICLE NINE
     Whenever  a  compromise or arrangement is proposed between this Corporation
and  its  creditors or any class of them and/or between this Corporation and its
stockholders  or  any  class of them, any court of equitable jurisdiction within
the  State  of  Delaware  may,  on  the  application  in  a  summary way of this
Corporation  or  of any creditor or stockholder thereof or on the application of
any  receiver  or  receivers appointed for this Corporation under Section 291 of
Title 8 of the Delaware Code or on the application of trustees in dissolution or
of any receiver or receivers appointed for this Corporation under Section 279 of
Title  8  of  the  Delaware  Code  order  a meeting of the creditors or class of
creditors,  and/or  of  the  stockholders  or  class  of  stockholders  of  this
Corporation, as the case may be, to be summoned in such manner as the said court
directs.  If  a  majority  in  number representing three-fourths in value of the
creditors  or  class  of  creditors,  and/or  of  the  stockholders  or class of
stockholders of this Corporation, as the case may be, agree to any compromise or
arrangement and to any reorganization of this Corporation as consequence of such
compromise  or  arrangement,  the  said  compromise  or arrangement and the said
reorganization  shall,  if sanctioned by the court to which the said application
has  been made, be binding on all the creditors or class of creditors, and/or on
all  the stockholders or class of stockholders, of this Corporation, as the case
may  be,  and  also  on  the  Corporation.

                                  ARTICLE TEN
[REPEALED]



I,  James  K. McHugh, being the Chief Financial Officer, Secretary and Treasurer
of the Corporation, do hereby declare and certify that the foregoing Amended and
Restated  Amended  and Restated Certificate of Incorporation was duly adopted in
accordance  with  DGCL  Sections  103,  242  and  245,  at the Annual Meeting of
Stockholders  of the Corporation held on June 17, 2008, and I further state that
the  execution  of  the Amended and Restated Amended and Restated Certificate of
Incorporation  is my own act and deed and that the facts herein stated are true,
and  accordingly  I  have  hereunto  set  my hand this 14th day of August, 2008.
                                                       ----        ------  ----

                                                         By:/s/  James K. McHugh
                                                            --------------------
                             James K. McHugh, Chief Financial Officer, Secretary
                                                                   and Treasurer

ATTESTED BY:

STATE OF OHIO     )
     ) SS
COUNTY OF LUCAS     )

The foregoing Amended and Restated Amended and Restated Certificate of
Incorporation of N-Viro International Corporation was acknowledged before me
this 14th day of August, 2008 by James K. McHugh, Chief Financial Officer,
     ----        ------------
Secretary and Treasurer, on behalf of N-Viro International Corporation, a
Delaware corporation.

                                                           /s/  Robert W. Bohmer
                                                           ---------------------
                                                                 Attorney At Law
                                                    Notary Public, State of Ohio
                                                 My Commission Has No Expiration
                                                             Section 147.03 R.C.

                                                                          [SEAL]