Exhibit10.1
                                                                     -----------
                            Memorandum of Employment




                                           

Employee:                                     Daniel J. Haslinger

Employer:                                     N-VIRO International Corporation

Effective Date:                               August 16, 2004

Salary:                                       $1,500.00 per month to be paid twice a month.

Fringe Benefits:                              Employee waives all N-VIRO salaried employee fringe benefits.

Expenses:                                     Employee shall be reimbursed up to $500.00 per month for reasonable expenses
                                              incurred in the Toledo area as part of employee's duties.

Duties:                                       Management of the N-VIRO Toledo Bayview Wastewater Treatment Facility.  Employee
                                              shall report to Phillip Levin, CEO.  Employee's duties shall also include
                                              management of N-VIRO material disposition from the Facility.

Title:                                        Manager

Term:                                         This employment agreement is terminable "at will" by either party without cause
                                              and without notice.

Bonus:                                        In the event that this employment agreement is in effect as of July 20, 2005, then
                                              the employee shall be entitled to the bonus incentive compensation described in
                                              attached Exhibit A.





     /s/  Phillip  Levin
     -------------------
     N-VIRO  International  Corporation
     By:  Phillip  Levin,  Chairman  and  CEO

     /s/  Daniel  Haslinger
     ----------------------
     Daniel  J.  Haslinger


                                    Exhibit A


     Bonus:     In  the  event  that  this  employment  agreement (or a modified
version)  is in effect as of July 20, 2005, then employee shall be entitled to a
bonus equal to 10% of the cost savings incurred in Facility product distribution
costs  for  the  period of August 1, 2004 thru July 31, 2005, as compared to the
previous  period  of  August  1,  2003 thru July 31, 2004.  Product distribution
costs  shall  be  calculated  by  adding product distribution trucking costs and
deducting  associated  product  revenue,  as  calculated  by  N-VIRO's  CFO.