UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C.  20549
                                   FORM 10-K/A
                               (AMENDMENT NO. 1)
(MARK ONE)
    X                ANNUAL REPORT UNDER SECTION 13 OR 15(D)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 2009
                                       OR

                  TRANSITION  REPORT  PURSUANT  TO  SECTION  13  OR  15(D)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
           FOR THE TRANSITION PERIOD FROM ____________ TO ____________

                        COMMISSION FILE NUMBER:  0-21802

                                [GRAPHIC OMITTED]

                        N-VIRO INTERNATIONAL CORPORATION
                (Exact name of registrant as specified in its charter)

              DELAWARE                                   34-1741211
     (STATE OR OTHER JURISDICTION OF         (I.R.S. EMPLOYER IDENTIFICATION NO.
      INCORPORATION OR ORGANIZATION)

                        3450 W. CENTRAL AVENUE, SUITE 328
                     TOLEDO, OHIO                            43606
           (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)         (ZIP CODE)

        REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE:    (419) 535-6374

  SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE EXCHANGE ACT:    None

  SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:  Common Stock, par
                                                           value $.01 per share


Indicate  by  check  mark  if the registrant is a well-known seasoned issuer, as
defined  in  Rule  405  of  the  Securities  Act.   Yes     No  X

Indicate  by  check  mark  if  the  registrant  is  not required to file reports
pursuant  to  Section  13  or  15(d)  of  the  Exchange  Act.  Yes     No  X

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding  12  months  (or  for such shorter period that the registrant was
required  to  file  such  reports),  and  (2)  has  been  subject to such filing
requirements  for  at  least  the  past  90  days.  Yes X      No

Indicate  by  check mark whether the registrant has submitted electronically and
posted  on  its corporate Web site, if any, every Interactive Data File required
to  be  submitted and posted pursuant to Rule 405 of Regulation S-T (Sec.232.405
of this chapter) during the preceding 12 months (or for such shorter period that
the  registrant  was  required  to  submit and post such files).      Yes     No

Indicate  by  check mark if disclosure of delinquent filers pursuant to Item 405
of  Regulation  S-K  (229.405 of this chapter) is not contained herein, and will
not  be contained, to the best of registrant's knowledge, in definitive proxy or
information  statements  incorporated by reference in Part III of this Form 10-K
or  any  amendment  to  this  Form  10-K.  [  ]

Indicate  by  check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company.  See
the  definitions  of "large accelerated filer", "accelerated filer" and "smaller
reporting  company"  in  Rule  12b-2  of  the  Exchange  Act.

Large  accelerated  filer
Accelerated  filer
Non-accelerated  filer
Smaller  reporting  company  X

Indicate  by check mark whether the registrant is a shell company (as defined in
Rule  12b-2  of  the  Exchange  Act).

Yes     No  X

State the aggregate market value of the voting and non-voting common equity held
by  non-affiliates computed by reference to the price at which the common equity
was  last  sold, or the average bid and asked price of such common equity, as of
the  last business day of the registrant's most recently completed second fiscal
quarter:   $7,967,000.

The  number  of shares of Common Stock of the registrant outstanding as of March
19,  2010  was  5,194,153.

                      DOCUMENTS INCORPORATED BY REFERENCE
None.

<PAGE>

                                EXPLANATORY NOTE
                                ----------------

     The  Registrant is filing this Amendment No. 1 on Form 10-K/A to its Annual
Report  on  Form 10-K for the fiscal year ended December 31, 2009 to include all
of  the  Part  III information required by applicable SEC rules and regulations.
The Registrant intended to satisfy its obligations by incorporating by reference
into  Part  III  of  its  Annual Report on Form 10-K the Registrant's definitive
proxy  statement  for  its  2010  Annual  Meeting of Stockholders.  However, the
Registrant will be unable to file its definitive proxy statement within the time
period  allotted  for  incorporation by reference under applicable SEC rules and
regulations.  Accordingly,  the  Registrant  hereby amends and replaces in their
entirety  Items  10, 11, 12, 13 and 14 in its Annual Report on Form 10-K for the
year  ended  December  31,  2009.

     As  required  by  Rule 12b-15, the Registrant's principal executive officer
and  principal  financial  officers  are  providing  Rule  13a-14(a)/15(d)-14(a)
certifications.  Accordingly, the Registrant hereby amends Item 15 in its Annual
Report  on Form 10-K for the year ended December 31, 2009 to add such reports as
Exhibits.

     Except  as described above, this amendment does not update or modify in any
way  the  disclosures  in  the  Registrant's  Annual Report on Form 10-K for the
fiscal  year  ended  December  31,  2009,  and  does  not purport to reflect any
information  or  events  subsequent  to  the  filing  thereof.

     We  refer  to  N-Viro International Corporation as "N-Viro," "us," "we" and
"our"  in  this  report.


                                    PART III

ITEM  10.     DIRECTORS,  EXECUTIVE  OFFICERS  AND  CORPORATE  GOVERNANCE

                            DIRECTORS OF THE COMPANY

     The  Board  is currently composed of four Class I Directors:  Carl Richard,
Joseph  H.  Scheib,  Mark  D.  Hagans  and  Joan  B.  Wills;  and three Class II
Directors:  James  H.  Hartung,  Timothy R. Kasmoch and Thomas L. Kovacik (whose
terms will expire upon the election and qualification of directors at the annual
meetings  of  stockholders  to be held in 2011 and 2010, respectively).  At each
annual meeting of stockholders, directors will be elected for a full term of two
years  to  succeed  those  directors  whose  terms  are  expiring.

     The  following  table  sets  forth  the  names  and  ages of our directors.

<TABLE>
<CAPTION>

Name                Age                         Position
<S>                 <C>  <C>
------------------  ---  --------------------------------------------------------
Mark D. Hagans       43  Class I Director
James H. Hartung     67  Class II Director, Chairman of the Board
Timothy R. Kasmoch   48  Class II Director, President and Chief Executive Officer
Thomas L. Kovacik    62  Class II Director
Carl Richard         83  Class I Director
Joseph H. Scheib     53  Class I Director
Joan B. Wills        57  Class I Director

</TABLE>


MARK  D.  HAGANS is an attorney and partner with the law firm of Plassman, Rupp,
Short  &  Hagans,  of  Archbold,  Ohio, and his practice focuses on corporation,
taxation  and  banking  law.  Mr. Hagans serves on numerous Boards of directors,
including  the  Fulton  County Health Center, where he is presently chair of the
Finance  Committee.  Mr.  Hagans  earned  his  law degree from the University of
Toledo.  Mr.  Hagans  has  served  as  our Director since December 2006 and is a
member  of  the  Board's  Audit,  Finance and Technology Committees.  Mr. Hagans
experience  as  a lawyer and businessman enables him to bring valuable resources
to  the  Board.

JAMES  H.  HARTUNG  is  the  former President and Chief Executive Officer of the
Toledo-Lucas  County  (Ohio)  Port Authority, a position he held from 1994 until
2008.  Mr. Hartung has served as our Director since January 2006 and is a member
of  the  Board's  Compensation  and  Nominating  Committees.  Mr.  Hartung's
qualifications  to  serve as a director and our Chairman of the Board consist of
several  years  experience  as  a  businessman,  as an organizational leader and
community  organizer, and in dealings with local government and related agencies
that  enable  him  to  bring  valuable  insights  to  the  Board.

TIMOTHY  R.  KASMOCH  has  been  our President and Chief Executive Officer since
February  2006  and  a  Director  since  January 2006.  Until April 1, 2007, Mr.
Kasmoch  was  also  President  and  CEO  of  Tri-State  Garden  Supply,  d/b/a
Gardenscape,  a  bagger  and  distributor of lawn and garden products, which has
provided  trucking  services  to our Company.  Mr. Kasmoch is a graduate of Penn
State University.  Mr. Kasmoch is a member of the Board's Finance and Technology
Committees.  Mr.  Kasmoch's qualifications to serve as a director of the Company
consist  of  his  experience in the soil and distribution business as well as an
extensive  knowledge of the transportation and trucking industry.  Mr. Kasmoch's
strength  is  in  strategic  planning  and  he  possesses  a  broad, fundamental
understanding  of  the  business drivers affecting us.  He is also the President
and  CEO  and  the  only  "insider"  on  the  Board.

THOMAS  L.  KOVACIK  is  presently  employed  as  the  Executive  Director  of
Transportation  Advocacy Group of Northwest Ohio ("TAGNO"), a strategic planning
organization working with local and Ohio transportation and economic development
officials.  Mr.  Kovacik  was  previously  employed  by  us from 1992 to 1995 as
President  of Great Lakes N-Viro, at the time one of our divisions.  Mr. Kovacik
has  also  held  various  positions  with  local  government,  utilities  and
environmental  companies,  and  earned a masters degree from Bowling Green State
University  in  Geochemistry.  Mr.  Kovacik  has  served  as  our Director since
December  2006,  and  is  a  member  of  the Board's Compensation and Technology
Committees.  Mr.  Kovacik's qualifications to serve as a director of the Company
consist  of  his  experience  in  the  environmental,  government  and utilities
industries,  and  his  prior  position  with  us as a divisional president.  His
strength  in  strategic  planning  and  transactional experience offers a unique
perspective  to  the  Board.

CARL  RICHARD  is  the former Executive Vice-President of P.R. Transportation, a
trucking  company  located  in  Toledo,  Ohio,  and  was a consultant to us from
January  2006  to  April  2007.  Mr.  Richard  served  as Vice-President of C.A.
Transportation  from  1988  through  2000  and  as  Vice-President  of  R.O.S.S.
Investments, a real estate holding company, from 1980 through 2000.  Mr. Richard
has  served  as  our Director since December 2004 and is a member of the Board's
Nominating  Committee.  Mr.  Richard's  qualifications to serve as a director of
the  Company  consist  of  his  extensive  experience  in the transportation and
trucking  industry.

JOSEPH  H. SCHEIB is the Chief Financial Officer of Broad Street Software Group,
a  comprehensive software technology company located in Edenton, North Carolina,
a  position he has held since June 2003.  From May 2000 until February 2003, Mr.
Scheib  was  the  Financial  Operation  Principal/Compliance Officer of Triangle
Securities,  LLC  of Raleigh, North Carolina, an asset management, brokerage and
investment  banking  firm.  Mr.  Scheib is a CPA and a graduate of East Carolina
University  with  a degree in accounting.  Mr. Scheib has served as our Director
since  December  2004,  and  is  a  member  of  the  Board's  Audit, Finance and
Nomination  Committees.  Mr.  Scheib's  qualifications to serve as a director of
the  Company consist of his strong financial and asset management experience and
serving  the  Company  in  a  financial oversight role as the Chair of the Audit
Committee.  Given  his extensive knowledge and experience in finance, Mr. Scheib
has  been  determined  to  be  an audit committee financial expert by the board.

JOAN  B. WILLS is currently legal counsel for The Narragansett Bay Commission, a
regional sewer authority located in Providence, Rhode Island, a position she has
held  since  2008.  Also,  Ms.  Wills  is  currently Trustee of the Cooke Family
Trust,  an  owner  of  more  than  5% of N-Viro International Corporation common
stock.  From  2006  until  2008,  Ms.  Wills provided legal counsel to the Rhode
Island  Office  of  Legislative  Counsel,  an  agency  involved  in drafting new
legislation  and  amendments to the State of Rhode Island.  Ms. Wills has been a
practicing  attorney  at  various  points in her career, and holds a Bachelor of
Arts  degree  from  the  University  of  Rhode Island and a Juris Doctorate from
Suffolk University Law School in Boston.  In February 2010, Ms. Wills was made a
member  of  the Compensation Committee.  Ms. Wills' qualifications to serve as a
director  of  the  Company  consist  of  her  experience  as  an attorney in the
utilities  industry.

KEY  RELATIONSHIPS

     Joan Wills is currently Trustee of the Cooke Family Trust, an owner of more
than  5%  of  N-Viro  International  Corporation  common  stock.



                     CORPORATE GOVERNANCE AND BOARD MATTERS

OUR  BOARD  OF  DIRECTORS

     Our  business,  property and affairs are managed under the direction of our
Board.  We  have  determined  that  the  Company's  interests are best served by
having  a  Chairman  of  the  Board  who is independent of the management of the
Company because it is our view this inherently strengthens board independence in
dealing  with  issues  that  closely  involve  management.  Our  Chief Executive
Officer  has  responsibility  for  setting  our  strategic  direction  and  the
day-to-day  leadership  and  performance,  while the Chairman of the Board has a
greater  focus on long-range Company goals and plans and governance of our Board
of  Directors.  This  balance  between  the two positions enables Mr. Kasmoch to
focus  on  the  operational and strategic challenges we presently face, with Mr.
Hartung  providing  board  leadership  on  matters  of governance and management
oversight.

     Our  Board,  as  a  whole,  has  the  responsibility  for risk oversight of
management.  The  role of our Board of Directors is to oversee the President and
Chief  Executive  Officer,  the Executive Vice President and the Chief Financial
Officer  in  the  operation of the Company, including management's establishment
and  implementation  of appropriate practices and policies with respect to areas
of potentially significant risk to us.  Our Board considers risks to the Company
as  part  of  the  strategic  planning process and thorough review of compliance
issues  in  committees  of  our  Board, as appropriate.  While the Board has the
ultimate  oversight  responsibility  for  such  risk management process, various
committees  of  the  Board are structured to oversee specific risks in the areas
covered  by  their  respective  assignments  such as audits or compensation.  In
addition,  our Board may retain, on such terms as determined by the Board and in
its  sole  discretion,  independent  legal,  financial and other consultants and
advisors  to  advise  and  assist  the  Board  in  fulfilling  its  oversight
responsibilities.  Currently,  there  are  no  such  consultants in any category
assisting  or  advising  the  Company.

     Management  is responsible for N-Viro's day-to-day risk management, and the
entire  Board's  role  is  to engage in informed oversight.  Our Chief Executive
Officer  is  a member of the Board of Directors, and our Chief Financial Officer
and  Executive  Vice  President/General Counsel regularly attend Board meetings,
which  helps  facilitate  discussions  regarding  risk between the Board and our
senior  management,  as  well  as  the  exchange  of risk-related information or
concerns  between  the  Board and the senior management.  The Board believes Mr.
Kasmoch's  service  as  Chief  Executive Officer and on the Board is appropriate
because it bridges a critical gap between our management and the Board, enabling
the  Board  to  benefit  from management's perspective on our business while the
Board  performs  its  oversight  function.

     The  Company's  philosophy  about  diversity  among  its  Board  members is
discussed  below  under  "Nominating  Committee."


MEETINGS  OF  THE  BOARD  OF  DIRECTORS

     Our  Board  held six formal meetings during 2009, consisting of two regular
meetings  and  four  special  meetings.  Each  director  attended  100%  of  the
aggregate  number  of meetings held by the Board of Directors and the Committees
of  the  Board  of  Directors on which he served, except for Messrs. Hartung and
Kovacik,  who  each missed one special meeting.  It is the policy of the Company
that the members of the Board attend our annual stockholder meeting.  Failure to
attend  annual meetings without good reason is a factor the Nominating Committee
and  Board  will  consider  in determining whether to renominate a current Board
member.  All  members  of the Board serving at the time attended the 2009 Annual
Meeting.


SHAREHOLDER  COMMUNICATIONS  WITH  THE  BOARD

     We  encourage  stockholder communications with directors.  Stockholders may
communicate  with  a  particular  director, all directors or the Chairman of the
Board  by  mail or courier addressed to him or the entire Board in care of James
K.  McHugh,  Corporate  Secretary,  N-Viro  International Corporation, 3450 West
Central  Avenue, Suite #328, Toledo, OH  43606.  All correspondence should be in
a  sealed  envelope  marked "Confidential" and will be forwarded unopened to the
director  as  appropriate.


BOARD  INDEPENDENCE

     Although  we  are  not  subject  to  the  listing requirements of any stock
exchange, we are committed to a board in which a majority of our members consist
of  independent  directors,  as  defined  under the NASDAQ rules.  The Board has
reviewed  the  independence  of  its  members, applying the NASDAQ standards and
considering  other  commercial,  legal,  accounting  and  familial relationships
between  the  Directors  and  us.  The  Board  has  determined  that  all of the
Directors  and  director nominees are independent other than Mr. Kasmoch, who is
not  an  independent  Director  by  virtue  of his current position as our Chief
Executive  Officer, and Mr. Hartung, who is deemed not to be independent because
his  son  was  employed  as  an executive officer of the Company within the past
three  years.


CODE  OF  ETHICS

     We  have  adopted a Code of Ethics which covers the Chief Executive Officer
and  Chief  Financial  Officer, which is administered and monitored by the Audit
Committee  of  the  Board.  A copy of the Code of Ethics was attached as Exhibit
14.1 to our Annual Report on Form 10-K for the year ended December 31, 2009, and
is  posted  on  our  web  site  at  www.nviro.com.
                                    -------------


COMMITTEES  OF  THE  BOARD  OF  DIRECTORS

     The  Board has the following standing committees:  the Audit Committee, the
Compensation  Committee, the Finance Committee, the Nominating Committee and the
Technology  Committee.  The  composition  and  function of each Committee is set
forth  below:

<TABLE>
<CAPTION>


DIRECTOR            AUDIT  COMPENSATION  NOMINATING  FINANCE  TECHNOLOGY
------------------  -----  ------------  ----------  -------  ----------
<S>                 <C>    <C>           <C>         <C>      <C>
Mark D. Hagans         X                                 X*        X
James H. Hartung                X             X
Timothy R. Kasmoch                                        X        X*
Thomas L. Kovacik               X*                                 X
Carl Richard                                  X
Joseph H. Scheib       X*                     X*          X
Joan B. Wills                   X

</TABLE>

*  Committee Chair


AUDIT  COMMITTEE

     Our  Audit Committee consisted of Messrs. Scheib, Hagans and DiPrete, until
Mr.  DiPrete's  resignation  from the Board in May 2009.  In accordance with our
Audit  Committee  Charter,  each  of  the  Audit  Committee  members  must  be
"independent"  as  determined  under  the  NASDAQ  rules.   The  Audit Committee
currently  is not subject to, and does not follow, the independence criteria set
forth in Section 10A of the Securities Exchange Act 1934, as amended.  The Board
has  determined  that each of the directors who serve on the Audit Committee are
"independent"  under  the  NASDAQ  rules,  meaning  that  none  of  them  has  a
relationship  with us that may interfere with their independence from us and our
management.  Further,  the  Board  has determined that Mr. Scheib qualifies as a
"financial  expert"  as  defined  by the Securities and Exchange Commission (the
"SEC").

     The  Audit  Committee  recommends  the  appointment of the outside auditor,
oversees  our  accounting  and internal audit functions and reviews and approves
the  terms  of transactions between us and related party entities.  During 2009,
the  Audit Committee met two times.  The Audit Committee has retained UHY LLP to
conduct  the audit for the year ended December 31, 2010.  The Audit committee is
governed  by  a  written  charter,  a  copy  of  which was attached to the Proxy
Statement  for  our  annual  meeting  held  on  June  8,  2007.


COMPENSATION COMMITTEE

     The  Compensation  Committee  determines officers' salaries and bonuses and
administers  the grant of stock options pursuant to our stock option plans.  The
Compensation  Committee  does  not  have  a  written  charter.  The Compensation
Committee consisted of Messrs. Kovacik, Hartung and DiPrete, until Mr. DiPrete's
resignation  in  May  2009, and Ms. Wills, who was appointed to the Committee in
February  2010.  The  Compensation  Committee  met  two  times  during  2009.

     The  Board  has  determined that a majority of the members of the committee
are  "independent" as determined under the NASDAQ standards.  Mr. Hartung is not
deemed to be "independent" due to his son, Howard Hartung, serving as one of our
executive  officers until January 2008.  Under the NASDAQ standards, Mr. Hartung
will  not  be  independent for at least three years after the resignation of his
son.  Despite  his  lack  of  "independence,"  the  Board  determined  that  Mr.
Hartung's exercise of independent judgment has not been and will not be affected
by  this  relationship.


FINANCE COMMITTEE

     The  Finance  Committee,  consisting of Messrs. Hagans, Kasmoch and Scheib,
assists  in  monitoring  our cash flow requirements and approves any internal or
external financing or leasing arrangements.  The Finance Committee does not have
a  written  charter.  This  committee  met  two  times  during  2009.


NOMINATING COMMITTEE

     The  Nominating  Committee,  consisting  of  Messrs.  Scheib,  Richard  and
Hartung, considers and recommends to the Board qualified candidates for election
as  Board  members,  and  establishes  and  periodically  reviews  criteria  for
selection  of  directors.  The  Nominating  Committee  does  not  have a written
charter.  The  committee  met  one  time  during  2009.

     The  Board  has  determined that a majority of the members of the committee
are  "independent" as determined under the NASDAQ standards.  Mr. Hartung is not
deemed to be "independent" due to his son, Howard Hartung, serving as one of our
executive  officers until January 2008.  Under the NASDAQ standards, Mr. Hartung
will  not  be  independent for at least three years after the resignation of his
son.  Despite  his  lack  of  "independence,"  the  Board  determined  that  Mr.
Hartung's exercise of independent judgment has not been and will not be affected
by  this  relationship.

     The  Nominating  Committee  will  consider  candidates  recommended  by
stockholders,  directors,  officers,  third-party search firms and other sources
for  nomination  as  a director.  The Committee considers the needs of the Board
and  evaluates  each  director  candidate  in  light of, among other things, the
candidate's  qualifications.  Recommended  candidates  must  be  of  the highest
character  and  integrity,  free  of  any  conflicts of interest and possess the
ability  to  work  collaboratively  with  others, and have the time to devote to
Board  activities.  All  candidates  will  be  reviewed  in  the  same  manner,
regardless  of  the  source  of  the  recommendation.  Presently, the Nominating
Committee  does  not  consider diversity as a characteristic in its selection of
candidates  except  to  the extent that the Nominating Committee seeks to expand
the  range of categories of experience and relationships in different aspects of
the  waste management process the Company requires for the different foci of its
business  and  potential  contacts  with sources of business opportunity for the
Company.

     The  Nominating  Committee will consider all stockholder recommendations of
proposed  director  nominees,  if such recommendations are timely received under
applicable  SEC  regulations  and  include all of the information required to be
included  as  set  forth  in  the  By-Laws.  To be considered "timely received,"
recommendations  must be received in writing at our principal executive offices,
at  N-Viro International Corporation, 3450 W. Central Avenue, Suite 328, Toledo,
Ohio  43606,  Attention:  Chairman,  Nominating  Committee, c/o James K. McHugh,
Corporate  Secretary,  no  later  than  March  15,  2011.

     All  candidates  recommended  by  stockholders  should  be  independent and
possess  substantial and significant experience which would be of value to us in
the  performance  of  the  duties  of  a director.  In addition, any stockholder
director  nominee  recommendation  must  include,  at  a  minimum, the following
information:  the  stockholder's  name;  address; the number and class of shares
owned; the candidate's biographical information, including name, residential and
business  address, telephone number, age, education, accomplishments, employment
history  (including positions held and current position), and current and former
directorships;  and  the  stockholder's  opinion  as  to whether the stockholder
recommended  candidate  meets  the definitions of "independent" under the NASDAQ
standards.  In  addition, the recommendation letter must provide the information
that  would  be  required  to  be  disclosed  in the solicitation of proxies for
election  of  directors  under  federal  securities  laws.  The stockholder must
include  the  candidate's  statement  that  he/she  meets these requirements; is
willing  to  promptly  complete  the  Questionnaire  required  of  all officers,
directors  and  candidates  for nomination to the Board; will provide such other
information  as  the  Committee may reasonably request; consents to serve on the
Board if elected; and a statement whether such candidate, if elected, intends to
tender, promptly following such person's election or re-election, an irrevocable
resignation  effective  upon  such person's failure to receive the required vote
for re-election at the next meeting at which such person would face re-election.


COMPENSATION OF DIRECTORS

     Our  Board  of  Directors  has approved the payment of cash compensation to
non-employee  directors  in exchange for their service on the Board.  The amount
of  cash compensation to be received by each non-employee director is $1,000 per
regular meeting attended during each calendar year, and $500 per special meeting
attended.  Our Board of Directors generally has four meetings per calendar year.
The  Directors  are  reimbursed for out-of-pocket expenses incurred in attending
meetings  of  the  Board  of  Directors  or  any  committees  thereof.

     Under  our  current  stock option plan, approved by the stockholders in May
2004 and amended by the stockholders in June 2008 and again in August 2009, each
non-employee  Director  automatically  receives  a  grant of options to purchase
2,500 shares of Common Stock for each regular meeting attended, and an option to
purchase 1,250 shares of Common Stock for each special meeting attended, subject
to  a  maximum  of  options  to  purchase  15,000  in  any  year.

     Directors  who are our employees do not receive any additional compensation
for  serving as Directors.  Directors who are our consultants do not receive any
additional  cash  compensation  for  serving  as Directors, but do receive stock
options  per  the  provisions  of  the  N-Viro  International Corporation Second
Amended  and  Restated  2004  Stock  Option  Plan.

     See  "Certain  Relationships  and  Related  Transactions"  for  additional
compensation  to  Directors.

                             DIRECTOR COMPENSATION

<TABLE>
<CAPTION>

                      Fees                        Non-Equity    Non-Qualified  Non-Qualified
                    Earned or                      Incentive     Incentive      Deferred          All
                    Paid in    Stock    Option       Plan           Plan       Compensation       Other
Name                  Cash    Awards    Awards   Compensation   Compensation     Earnings     Compensation    TOTAL
------------------  --------  -------  --------  -------------  -------------  -------------  -------------  -------
<S>                 <C>       <C>      <C>       <C>            <C>            <C>            <C>            <C>
R. Francis DiPrete  $  1,500        -  $  7,500              -              -              -              -  $  9,000
Joseph H. Scheib    $  2,000        -  $ 31,700              -              -              -              -  $ 33,700
Carl Richard        $  2,000        -  $ 31,700              -              -              -              -  $ 33,700
James H. Hartung    $  2,000        -  $ 32,600              -              -              -              -  $ 34,600
Mark D. Hagans      $  2,000        -  $ 31,700              -              -              -              -  $ 33,700
Thomas L. Kovacik   $  1,500        -  $ 31,700              -              -              -              -  $ 33,200
Joan B. Wills       $    500        -  $  2,795              -              -              -              -  $  3,295
Timothy R. Kasmoch         -        -         -              -              -              -              -  $      0
                    --------  -------  --------  -------------  -------------  -------------  -------------  --------
                    $ 11,500  $     0  $169,695  $           0  $           0  $           0  $           0  $181,195
                    ========  =======  ========  =============  =============  =============  =============  ========

</TABLE>


                       EXECUTIVE OFFICERS OF THE COMPANY

     Executive  officers  of the Company are appointed by the Board of Directors
and  hold  office at the pleasure of the Board.  Set forth below is biographical
and  other  information  on  the current executive officers of the Company.  Mr.
Kasmoch also serves as a member of the Board and his biographical information is
set  forth  above  under  the  caption  "Directors  of  the  Company."

<TABLE>
<CAPTION>

Name                Age                      Position
------------------  ---  ------------------------------------------------
<S>                 <C>  <C>

Timothy R. Kasmoch   48  President and Chief Executive Officer
Robert W. Bohmer     40  Executive Vice-President and General Counsel
James K. McHugh      51  Chief Financial Officer, Secretary and Treasurer

</TABLE>

ROBERT  W. BOHMER has been our Executive Vice-President (formerly Vice-President
of  Business  Development) and General Counsel since July 2007.  Since 1996, Mr.
Bohmer  had  been  with  the  law firm of Watkins, Bates and Carey, LLP, Toledo,
Ohio.  Since  2005,  Mr.  Bohmer  had  served  as general outside counsel to the
Company.

JAMES  K.  MCHUGH  has  served  as  our  Chief  Financial Officer, Secretary and
Treasurer since January 1997.  Prior to that date, Mr. McHugh served the Company
and  our  predecessor  company  in various financial positions since April 1992.


            SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

     Section  16(a) of the Securities Exchange Act of 1934, as amended, requires
our directors and executive officers, and persons who own beneficially more than
ten  percent  (10%)  of  the  shares  of  our  Common  Stock, to file reports of
ownership  and changes of ownership with the Securities and Exchange Commission,
or SEC.  Copies of all filed reports are required to be furnished to us pursuant
to  Section  16(a).  Based  solely  on the reports received by us and on written
representations  from  reporting  persons, we believe that the current directors
and  executive  officers complied with all applicable filing requirements during
the  fiscal  year  ended  December  31,  2009,  with  no  exceptions.

<PAGE>


ITEM  11.     EXECUTIVE  COMPENSATION

COMPENSATION  OF  EXECUTIVE  OFFICERS

     The  following  table  presents  the  total  compensation paid to our Chief
Executive  Officer,  Executive Vice President and Chief Financial Officer during
2009.  There  were  no  other  executive officers who were serving at the end of
2009  and  whose  total  compensation  exceeded  $100,000.

                           SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>

                                                                                        Change in
                                                                         Non-Equity     Nonqualified
                                                                          Incentive       Deferred
Name and Principal                                  Stock     Option         Plan      Compensation    All Other
    Position                 Year   Salary   Bonus  Awards  Awards (4)   Compensation    Earnings    Compensation   TOTAL ($)
---------------------------  ----  --------  -----  ------  -----------  ------------  ------------  -------------  ----------
<S>                          <C>   <C>       <C>    <C>     <C>          <C>           <C>           <C>            <C>
TIMOTHY R. KASMOCH           2009  $150,000      -       -  $   570,376             -             -  $      10,000  $  730,376
President and Chief          2008  $150,000      -       -            -             -             -  $           0  $  150,000
   Executive Officer (1)

ROBERT W. BOHMER             2009  $150,000      -       -  $   454,344             -             -  $           0  $  604,344
Executive Vice-President +   2008  $150,000      -       -  $    93,333             -             -  $           0  $  243,333
   General Counsel (2)

JAMES K. MCHUGH              2009  $116,688      -       -  $   190,746             -             -  $         399  $  307,833
Chief Financial Officer,     2008  $100,044      -       -            -             -             -  $         552  $  100,596
   Secretary + Treasurer (3)

<FN>

(1)     For  the  "All  Other  Compensation"  column,  Mr.  Kasmoch's spouse was
compensated  for  consulting  services  rendered to the Company at various times
during  2009.  All  compensation  was  in  cash.

(2)     Mr. Bohmer was not granted an option award in 2008 but the value
reflected is the amount of his 2007 grant recorded as an expense in 2008.  The
value of his 2009 Option Award includes the 2007 grant award recorded as an
expense in the amount of $46,667.

(3)     For the "All Other Compensation" column, Mr. McHugh is taxed on the
imputed benefit of a life insurance policy that benefits his personal
beneficiary for one-half the face value and N-Viro International Corporation for
one-half the face value of the policy.

(4)     The amounts included in the Option Awards column include the aggregate
grant date fair value of options granted in the fiscal year computed in
accordance with FASB ASC Topic 718.  We continue to use the Black-Scholes model
to measure the grant date fair value of stock options.  For a discussion of the
valuation assumptions used to value the options, see Note 5 to our Consolidated
Financial Statements included in our annual report on Form 10-K for the fiscal
year ended December 31, 2009.

</TABLE>



                                               2009 GRANTS OF PLAN BASED AWARDS

<TABLE>
<CAPTION>

                                              Estimated Future Payouts Under              Estimated Future Payouts Under
                                             Non-Equity Incentive Plan Awards             Equity Incentive Plan Awards
                      Grant     Approval   --------------------------------------  --------------------------------------
Name                 Date (1)     Date     Threshold ($)  Target ($)  Maximum ($)  Threshold (#)  Target (#)  Maximum (#)
------------------  ----------  ---------  -------------  ----------  -----------  -------------  ----------  -----------
<S>                 <C>         <C>        <C>            <C>         <C>          <C>            <C>         <C>
Timothy R. Kasmoch   7/10/2009  7/10/2009              -           -            -              -           -       25,000
                     7/21/2009  7/21/2009              -           -            -              -           -      243,000

Robert W. Bohmer     7/10/2009  7/10/2009              -           -            -              -           -       25,000
                     7/21/2009  7/21/2009              -           -            -              -           -      168,000

James K. McHugh      7/10/2009  7/10/2009              -           -            -              -           -       25,000
                     7/21/2009  7/21/2009              -           -            -              -           -       68,000

                    Full Grant   Base Price of
                    Date Fair       Option
Name                Value ($)   Awards ($/shr.)
------------------  ----------  ---------------
<S>                 <C>         <C>
Timothy R. Kasmoch      43,233             1.94
                       527,143             2.23

Robert W. Bohmer        43,233             1.94
                       364,444             2.23

James K. McHugh         43,233             1.94
                       147,513             2.23
</TABLE>



                                  OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

<TABLE>
<CAPTION>

                    OPTION AWARDS                                                      STOCK AWARDS
                    -----------------------------------------------------------------  ----------------------------------
                                                                                                                 Equity
                                                    Equity                                                      Incentive
                                                   Incentive                                                   Plan Awards:
                                                     Plan                                           Market     # Unearned
                        # of         # of            Awards:                             # of      Value of      Shares,
                      Securities    Securities    # Securities                         Shares or    Shares or    Units or
                      Underlying    Underlying    Underlying                           Units of     Units of   Other Rights
                     Unexercised   Unexercised    Unexercised    Option     Option     Stock That  Stock That   That Have
                    Options (#)    Options (#)     Unearned     Exercise   Expiration   Have Not    Have Not       Not
Name                Exercisable   Unexercisable   Options (#)  Price (#)      Date     Vested (#)  Vested ($)   Vested (#)
------------------  ------------  --------------  -----------  ----------  ----------  ----------  ----------   ----------
<S>                 <C>           <C>             <C>          <C>         <C>         <C>         <C>          <C>
Timothy R. Kasmoch         2,500               -            -  $     1.70     2/15/16           -           -            -
Timothy R. Kasmoch       250,000               -            -  $     2.00    12/31/11           -           -            -
Timothy R. Kasmoch        25,000               -            -  $     1.94     7/11/19           -           -            -
Timothy R. Kasmoch       243,000               -            -  $     2.23     7/22/19           -           -            -

Robert W. Bohmer         100,000               -            -  $     2.80     6/13/17           -           -            -
Robert W. Bohmer          25,000               -            -  $     1.94     7/11/19           -           -            -
Robert W. Bohmer         168,000               -            -  $     2.23     7/22/19           -           -            -

James K. McHugh            6,000               -            -  $     5.00     5/12/10           -           -            -
James K. McHugh            5,000               -            -  $     1.50    12/15/10           -           -            -
James K. McHugh           10,000               -            -  $     1.50     12/7/11           -           -            -
James K. McHugh           12,000               -            -  $     2.10    11/11/14           -           -            -
James K. McHugh           50,000               -            -  $     2.00    12/31/16           -           -            -
James K. McHugh           25,000               -            -  $     1.94     7/11/19           -           -            -
James K. McHugh           68,000               -            -  $     2.23     7/22/19           -           -            -


                         Equity
                        Incentive
                      Plan Awards:
                       Market or
                      Payout Value
                       of Unearned
                      Shares, Units
                    or Other Rights
                       That Have
Name                Not Vested (#)
------------------  --------------
<S>                 <C>
Timothy R. Kasmoch               -
Timothy R. Kasmoch               -
Timothy R. Kasmoch               -
Timothy R. Kasmoch               -

Robert W. Bohmer                 -
Robert W. Bohmer                 -
Robert W. Bohmer                 -

James K. McHugh                  -
James K. McHugh                  -
James K. McHugh                  -
James K. McHugh                  -
James K. McHugh                  -
James K. McHugh                  -
James K. McHugh                  -
</TABLE>


     All  options  awards  were  made  granted under the Company's current stock
option  plan described under the caption "Equity Compensation Plan Information."


EMPLOYMENT AGREEMENTS

     On  February  13,  2007,  we  entered into an employment agreement with Mr.
Timothy  R. Kasmoch as our President and Chief Executive Officer.  Mr. Kasmoch's
employment  agreement is for a two-year term commencing on February 13, 2007 and
provides  for  automatic  renewal  of successive one-year terms unless notice is
provided ninety (90) days prior to the expiration of the then current term.  The
agreement  provides  that  Mr.  Kasmoch  is  to receive an annual base salary of
$150,000,  subject  to  an  annual  increase at the discretion of the Board.  In
addition,  Mr.  Kasmoch  is eligible for an annual cash bonus in an amount to be
determined,  and  otherwise  subject to the discretion of, the Board.  Under the
agreement, this determination is to be based upon the Board's complete review of
Mr.  Kasmoch's  performance,  including  the  growth  and  profitability  of the
Company.

     Generally,  Mr. Kasmoch's employment agreement may be terminated by us with
or  without  cause  or  by  the  Employee  for  any  reason. If the agreement is
terminated  by us without cause (other than by reason of the death or disability
of  Mr.  Kasmoch),  Mr. Kasmoch will continue to receive his base salary then in
effect  for  the  period between the termination date and the expiration date of
the  agreement.  If  the  agreement is terminated for any other reason by either
party,  Mr. Kasmoch is entitled to receive his base salary through the effective
date  of the termination plus any bonus or incentive compensation which has been
earned  or  payable  through  the  termination  date,  as  provided  for  in the
agreement.  A  copy of Mr. Kasmoch's employment agreement was attached to a Form
8-K  as  Exhibit  10.1,  filed  by  us  on  March  12,  2007.

     Effective  April  2,  2008,  we  entered  into  a  first  amendment  to the
employment  agreement  with  Mr.  Kasmoch. The amendment extends the term of Mr.
Kasmoch's  employment  agreement  for  an additional two years. As a result, the
term  of  Mr.  Kasmoch's  employment agreement will expire on February 12, 2011,
instead  of  February  12,  2009  as  provided  for  in  the original employment
agreement.  Except for the extension of the term, there were no other changes to
Mr.  Kasmoch's  employment agreement. The amendment was approved by our Board of
Directors at a regular meeting held on April 2, 2008. A copy of the amendment to
Mr.  Kasmoch's  employment agreement was attached to a Form 8-K as Exhibit 10.1,
filed  by  us  on  April  7,  2008.

     In  June 2007, we executed an employment agreement with Robert W. Bohmer as
our  Vice-President of Business Development and General Counsel, which commenced
July 1, 2007. Mr. Bohmer's agreement is for a two-year term at $150,000 per year
plus a stock option grant of 100,000 shares. In addition, Mr. Bohmer is eligible
for an annual cash bonus in an amount to be determined. Generally, the agreement
may be terminated by us with or without cause or by the Employee for any reason.
A  copy  of  Mr.  Bohmer's  employment  agreement  was attached to a Form 8-K as
Exhibit  10.1,  filed  by  us  on  June  20,  2007.

     Effective  June  19,  2008,  we  entered  into  a  first  amendment  to the
employment  agreement  with  Mr.  Bohmer.  The amendment extends the term of Mr.
Bohmer's employment agreement for an additional two years. As a result, the term
of  Mr.  Bohmer's  employment  agreement will expire on July 1, 2011, instead of
July  1,  2009  as provided for in the original employment agreement. Except for
the  extension  of  the  term,  there  were  no  other  changes  to Mr. Bohmer's
employment  agreement. The amendment was approved by our Board of Directors at a
regular  meeting  held on June 16, 2008. A copy of the amendment to Mr. Bohmer's
employment  agreement was attached to a Form 8-K as Exhibit 10.1, filed by us on
June  20,  2008.


EQUITY  COMPENSATION  PLAN  INFORMATION

     We  maintain  two  stock option plans for directors, executive officers and
key  employees.  The  current  plan was approved by the stockholders in May 2004
and  was amended by the stockholders in June 2008 and August 2009.  The plan, as
amended,  authorizes  the  Board  of  Directors or a committee thereof, to grant
awards  of  incentive  stock options and non-qualified stock options for up to a
maximum  of  2,500,000  shares  of  Common  Stock.  The  total number of options
granted and outstanding as of December 31, 2009 was 1,279,825, and the number of
options  available  for  future  issuance was 1,061,675.  Currently, the plan is
administered  by  the  Compensation  Committee.



ITEM  12.     SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED  STOCKHOLDER  MATTERS

     We  had  outstanding  5,224,628  shares of Common Stock, $.01 par value per
share,  or the Common Stock, on April 15, 2010, which constitutes the only class
of  our  outstanding  voting  securities.

FIVE PERCENT STOCKHOLDERS

     At  April  15, 2010, the following were the only persons known to us to own
beneficially  more  than  5%  of  the  outstanding  shares  of  Common  Stock:

<TABLE>
<CAPTION>

                                   Name                                   Amount and          Percentage of
Title of                      and Address of                              Nature of        Outstanding Shares
Class                        Beneficial Owner                        Beneficial Ownership    of Common Stock
<S>           <C>                                                    <C>                   <C>
------------  -----------------------------------------------------  --------------------  -------------------
              Cooke Family Trust (1)
              90 Grande Brook Circle, #1526
Common Stock  Wakefield, Rhode Island 02879                                       753,437                14.3%
------------  -----------------------------------------------------  --------------------  -------------------

<FN>

1.     The  shares  attributed  to  the  Cooke  Family  Trust  include  708,887  shares  owned
beneficially  and  44,550  in Common Stock warrants exercisable to purchase an equal number of
shares  of Common Stock.  This information was derived from the Schedule 13D Amendment #4 filed
on  June 13, 2008.

</TABLE>


SECURITY  OWNERSHIP  OF  MANAGEMENT

     The  following  table  sets  forth,  as of April 15, 2010, unless otherwise
specified,  certain  information with respect to the beneficial ownership of our
shares  of  Common  Stock  by each person who is our director, a nominee for the
Board,  each of the Named Executive Officers, and by our directors and executive
officers  as  a  group.  Unless  otherwise  noted,  each  person  has voting and
investment  power, with respect to all such shares, based on 5,224,628 shares of
Common  Stock outstanding on the record date.  Pursuant to the rules of the SEC,
shares of Common Stock which a person has the right to acquire within 60 days of
the  date  hereof  pursuant  to  the  exercise of stock options are deemed to be
outstanding for the purpose of computing the percentage ownership of such person
but  are  not  deemed  outstanding  for  the purpose of computing the percentage
ownership  of  any  other  person.


<TABLE>
<CAPTION>

                                                                             Amount and Nature of       Percent of
Title of Class                   Name of Beneficial Owner                    Beneficial Ownership   1      Class
--------------  -----------------------------------------------------------  --------------------       -----------
<S>             <C>                                                          <C>                   <C>  <C>
Common Stock    Mark D. Hagans                                                             29,150    2        0.56%
Common Stock    James H. Hartung                                                           47,250    3        0.90%
Common Stock    Timothy R. Kasmoch                                                        772,500    4       13.12%
Common Stock    Thomas L. Kovacik                                                          37,500    5        0.71%
Common Stock    Carl Richard                                                              150,100    6        2.82%
Common Stock    Joseph H. Scheib                                                          223,888    7        4.20%
Common Stock    Joan B. Wills                                                             754,687    8       14.44%
Common Stock    Robert W. Bohmer                                                          359,600    9        6.44%
Common Stock    James K. McHugh                                                           204,920   10        3.78%
Common Stock    All directors and executive officers as a group (9 persons)             2,579,595   11       38.19%

<FN>

1.     Except  as otherwise indicated, all shares are directly owned with voting
and  investment  power  held  by  the  person  named.

2.     Represents  4,450  shares  of Common Stock owned by Mr. Hagans and 24,700
shares  issuable  upon  exercise  of  options which are currently exercisable at
prices  ranging  from  $1.94  to  $3.90  per  share.

3.     Represents  2,610  shares  of  Common  Stock owned by Mr. Hartung, 33,750
shares  issuable  upon  exercise  of  options which are currently exercisable at
prices  ranging  from  $1.42  to  $3.90 per share and 10,890 unregistered shares
issuable  upon exercise of warrants which are currently exercisable at $2.00 per
share.

4.     Represents  100,000  unregistered  shares  and 8,000 registered shares of
Common  Stock  owned  by  Mr.  Kasmoch, 50,000 unregistered shares issuable upon
exercise  of  warrants  which  are  currently exercisable at $1.85 per share and
614,500 shares issuable upon exercise of options which are currently exercisable
at  prices  ranging  from  $1.70  to  $3.27  per  share.

5.     Represents  1,000  shares of Common Stock owned by Mr. Kovacik and 36,500
shares  issuable  upon  exercise  of  options which are currently exercisable at
prices  ranging  from  $1.82  to  $3.90  per  share.

6.     Represents  47,661  shares  of  Common Stock owned by Mr. Richard, 45,000
shares  issuable  upon  exercise  of  options which are currently exercisable at
prices  ranging  from  $0.70  to  $3.90 per share and 57,439 unregistered shares
issuable  upon  exercise  of  warrants which are currently exercisable at prices
ranging  from  $1.85  to  $2.00  per  share.

7.     Represents  120,238  shares  of  Common Stock owned by Mr. Scheib, 48,750
shares  issuable  upon  exercise  of  options which are currently exercisable at
prices  ranging  from  $0.70  to  $3.90  per share, 600 shares owned by a family
member  over  which  Mr. Scheib acts as custodian and 54,300 unregistered shares
issuable  upon  exercise  of  warrants which are currently exercisable at prices
ranging  from  $1.85  to  $2.52  per  share.

8.     Represents  1,250  shares  issuable  upon  exercise  of options which are
currently  exercisable  at $2.66 per share, 753,437 shares of Common Stock owned
by  the Cooke Family Trust, a more than 5% stockholder of which Ms. Wills is the
trustee.  See  further  information  in the section "Five Percent Stockholders".

9.     Represents  2,600  shares of Common Stock owned by Mr. Bohmer and 357,000
shares  issuable  upon  exercise  of  options which are currently exercisable at
prices  ranging  from  $1.94  to  $3.27  per  share.

10.     Represents  8,920 shares of Common Stock owned by Mr. McHugh and a total
of  196,000  shares  issuable  upon  exercise  of  options  which  are currently
exercisable  at  prices  ranging  from  $1.50  to  $5.00  per  share.

11.     Represents  295,479  shares  of  Common  Stock  owned  directly  by  the
directors  and  officers,  754,037  shares  owned  indirectly,  1,357,450 shares
issuable  upon  exercise  of  options  which are currently exercisable at prices
ranging from $0.70 to $5.00 per share and a total of 172,629 unregistered shares
issuable  upon  exercise  of  warrants which are currently exercisable at prices
ranging  from  $1.85  to  $2.52  per  share.

</TABLE>



ITEM  13.     CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS,  AND  DIRECTOR
INDEPENDENCE

     None


DIRECTOR INDEPENDENCE

     Although  we  are  not  subject  to  the  listing requirements of any stock
exchange, we are committed to a board in which a majority of our members consist
of  independent  directors,  as  defined  under the NASDAQ rules.  The Board has
reviewed  the  independence  of  its  members, applying the NASDAQ standards and
considering  other  commercial,  legal,  accounting  and  familial relationships
between  the  Directors  and  us.  The  Board  has  determined  that  all of the
Directors  and  director nominees are independent other than Mr. Kasmoch, who is
not  an  independent  Director  by  virtue  of his current position as our chief
executive  officer, and Mr. Hartung, who is deemed not to be independent because
his  son  was  employed  as  an executive officer of the Company within the past
three  years.


ITEM  14.     PRINCIPAL  ACCOUNTANT  FEES  AND  SERVICES

AUDIT FEES

     Audit  services  of  UHY  LLP  ("UHY")  included  the  audit  of our annual
financial  statements  for  2009  and  2008,  and  services related to quarterly
filings  with the SEC through the reporting period ended September 30 in each of
those years.  Fees for these services totaled approximately $72,000 for 2009 and
$67,000  for  2008.

AUDIT  RELATED  FEES

     There  were  no  fees  billed  for  the  years  ended December 31, 2009 and
December  31, 2008 for assurance and related services by UHY that are reasonably
related  to  the performance of the audit or review of our financial statements.

TAX  FEES

     There  were  no  fees  billed  for  the  years  ended December 31, 2009 and
December  31, 2008 for professional services rendered by UHY for tax compliance,
tax  advice,  and  tax  planning.


<PAGE>

ALL  OTHER  FEES

     There  were  no  fees  billed  for  the  years  ended December 31, 2009 and
December  31,  2008  for  assistance  on  accounting  related  matters.

     Although  the  Audit  Committee Charter does not explicitly require it, the
Audit  Committee approves all engagements of outside auditors before any work is
begun  on  the  engagement.




                                    PART IV


ITEM  15.     EXHIBITS,  FINANCIAL  STATEMENT  SCHEDULES

Exhibit
No.     Description
---     -----------

31.1     Certification of Chief Executive Officer Pursuant to Section 302 of the
             Sarbanes-Oxley  Act  of  2002.

31.2     Certification of Chief Financial Officer Pursuant to Section 302 of the
             Sarbanes-Oxley  Act  of  2002.

32.1     Certification of Chief Executive Officer Pursuant to Section 906 of the
             Sarbanes-Oxley  Act  of  2002.

32.2     Certification of Chief Financial Officer Pursuant to Section 906 of the
             Sarbanes-Oxley  Act  of  2002.



<PAGE>

                                   SIGNATURES

     Pursuant  to  the  requirements of Section 13 or 15(d) of the Exchange Act,
the  registrant  has  duly  caused this report to be signed on its behalf by the
undersigned,  thereunto  duly  authorized.

     N-VIRO  INTERNATIONAL  CORPORATION
Dated:  April  30,  2010

     By:  /s/  Timothy  R.  Kasmoch
        ---------------------------
          Timothy  R.  Kasmoch,  Chief  Executive  Officer  and  President
          (Principal  Executive  Officer)


                               POWER OF ATTORNEY

     Know  all  persons  by  these  presents,  that  each person whose signature
appears  below  constitutes  and  appoints James K. McHugh his attorney-in-fact,
each  with the power of substitution, for him in any and all capacities, to sign
any  amendments  to  this Form 10-K, and to file the same, with exhibits thereto
and  other  documents  in connection therewith, with the Securities and Exchange
Commission,  hereby  ratifying  and  confirming  all  that  each  of  said
attorneys-in-fact,  or  his  substitutes,  may  do or cause to be done by virtue
hereof.

     Pursuant  to  the  requirements  of  the Exchange Act, this report has been
signed  below  by  the  following persons on behalf of the registrant and in the
capacities  and  on  the  date  indicated.

Dated:  April  30,  2010

/s/  Timothy  R.  Kasmoch                           /s/  James  K.  McHugh
-------------------------                           ----------------------
Timothy  R.  Kasmoch,  Chief  Executive  Officer,   James  K.  McHugh
   President and Director                          Chief Financial Officer,
   (Principal  Executive  Officer)                    Secretary and Treasurer
                                                 (Principal  Financial  Officer)


/s/  James  H.  Hartung*                          /s/  Mark  D.  Hagans  *
----------------------                            ------------------------
James  H.  Hartung,  Director                     Mark D. Hagans, Director
   and  Chairman  of  the  Board


/s/  Joseph H.Scheib,  Director  *                /s/  Thomas  L.  Kovacik*
---------------------------------                --------------------------
Joseph  H.  Scheib,  Director                    Thomas  L.  Kovacik,  Director


/s/  Carl  Richard*                               /s/  Joan  B.  Wills*
-------------------                               ---------------------
Carl  Richard,  Director                          Joan  B.  Wills,  Director


*  by  James  K.  McHugh,  Attorney-In-Fact