Exhibit 3.4
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                                STATE OF DELAWARE
                            CERTIFICATE OF AMENDMENT
            OF THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

The  corporation  organized  and  existing  under  and  by virtue of the General
Corporation  Law  of  the  State  of  Delaware  does  hereby  certify:

FIRST:  That  at  a  meeting  of  the Board of Directors of N-Viro International
Corporation  resolutions  were duly adopted setting forth proposed amendments to
the  Certificate of Incorporation of said corporation, declaring said amendments
to  be  advisable  and calling a meeting of the stockholders of said corporation
for  consideration thereof.  The resolution setting forth the proposed amendment
is  as  follows:

RESOLVED,  that  the  Amended  and Restated Certificate of Incorporation of this
corporation  be  amended  by  eliminating  Article  Five  and  Article  Ten.

SECOND:  That  thereafter,  pursuant  to resolution of its Board of Directors, a
special meeting of the stockholders of said corporation was duly called and held
upon notice in accordance with Section 222 of the General Corporation Law of the
State of Delaware at which meeting the necessary number of shares as required by
statute  were  voted  in  favor  of  the  amendment.

THIRD:  That  said  amendment wad duly adopted in accordance with the provisions
of  Section  242  of  the  General  Corporation  Law  of  the State of Delaware.


IN WITNESS WHEREOF, said corporation has caused this certificate to be signed by
an  authorized  officer,  the  6th  day  of  July,  2005.


                              By:  /s/  James  K.  McHugh
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                                   Authorized  Officer

                              Name:  James  K.  McHugh
                              Title:  Chief  Financial  Officer