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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549

                                     FORM 8-K

                                 CURRENT REPORT
                       Pursuant to Section 13 OR 15(d) of
                       The Securities Exchange Act of 1934

      Date of Report (Date of Earliest Event Reported): December 21, 2010


                        N-VIRO INTERNATIONAL CORPORATION
             (Exact Name of Registrant as Specified in its Charter)


     Delaware                         0-21802                   34-1741211
(State or Other Jurisdiction of  (Commission File Number)     (IRS Employer
Incorporation or Organization)                               Identification No.)


     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

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))

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ITEM  1.01     ENTRY  INTO  A  MATERIAL  DEFINITIVE  AGREEMENT

     On  December  21,  2010,  N-Viro International Corporation, or the Company,
executed  a  Financial  Public Relations Agreement dated December 15, 2010, with
Strategic  Asset  Management,  Inc., or SAMI.  The Company has appointed SAMI as
its  non-exclusive  financial public relations counsel for a term of three years
from  the  date of the Agreement.  For its services, the Company has issued SAMI
150,000 restricted shares of the Company's common stock.  The Company expects to
record  a  non-cash  charge to earnings of approximately $450,000 ratably over a
36-month  period starting in December 2010.  The shares were issued in a private
transaction pursuant to an exemption under Section 4(2) of the Securities Act of
1933.  The  Agreement  has  been  attached  to  this  filing  as  Exhibit  10.1.

     Also  on December 21, 2010, the Company executed a Consulting Agreement, or
the  Consulting  Agreement,  effective  December  10,  2010,  with  SLD  Capital
Corporation, or SLD.  The Company has engaged SLD to provide business consulting
services  regarding  corporate  structures,  general  business  policy,  joint
ventures,  lines  of  credit,  factoring facilities, strategic business planning
including  alliance  partnerships, and/or mergers and acquisitions for a term of
eighteen  months beginning December 10, 2010.  For its services, the Company has
issued SLD 110,000 restricted shares of the Company's common stock.  The Company
expects  to  record  a  non-cash  charge  to  earnings of approximately $330,000
ratably  over  an  18-month  period  starting in December 2010.  The shares were
issued  in  a private transaction pursuant to an exemption under Section 4(2) of
the  Securities Act of 1933.  The Consulting Agreement has been attached to this
filing  as  Exhibit  10.2.


ITEM  3.02     UNREGISTERED  SHARES  OF  EQUITY  SECURITIES

     To  the extent required by Item 3.02 of Form 8-K, the information contained
in  or incorporated by reference into Item 1.01 of this Current Report is hereby
incorporated  by  reference  into  this  Item  3.02.


ITEM 9.01 - FINANCIAL STATEMENTS AND EXHIBITS

     (d)     Exhibits

          Exhibit No.   Description
          -----------   --------------------------------------------------------
          10.1          Financial Public Relations Agreement effective December
                          15, 2010 between Strategic Asset Management, Inc.
                          and N-Viro International Corporation (filed herewith).

          10.2          Consulting Agreement effective December 10, 2010 between
                          SLD Capital Corp. and N-Viro International
                          Corporation (filed herewith).



                                  SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
Company has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                        N-VIRO INTERNATIONAL CORPORATION

Dated:      December 23, 2010            By:       /s/  James K. McHugh
            -----------------                      --------------------
                                                   James K. McHugh
                                                   Chief Financial Officer