Exhibit 10.3
                                                                    ------------
                               FIRST AMENDMENT TO
                              CONSULTING AGREEMENT
                              --------------------

          This First Amendment to Consulting Agreement ("Amendment") amends that
certain Consulting Agreement (the "Consulting Agreement") dated July 1, 2004, by
and  between  N-Viro  International  Corporation,  a  Delaware  corporation (the
"Company"), and Terry J. Logan, an individual ("Consultant").  This Amendment is
effective  as  of  February  13,  2006.N-Viro

     W  I  T  N  E  S  S  E  T  H:
     -  -  -  -  -  -  -  -  -  -
          WHEREAS,  the  Company  desires  to continue to engage Consultant as a
consultant to the Company upon the terms and subject to the conditions set forth
in  the  Consulting  Agreement;  and,

          WHEREAS,  Consultant  desires to continue his services as a consultant
to  the  Company  upon  the terms and subject to the conditions set forth in the
Consulting  Agreement.

          NOW, THEREFORE, in consideration of the premises, the mutual promises,
covenants  and  conditions  herein  contained  and  for  other good and valuable
consideration,  the receipt and sufficiency of which is hereby acknowledged, the
parties  hereto  intending  to  be  legally  bound  hereby  agree  to  amend the
Consulting  Agreement  as  follows:

          The  term of engagement of as set forth in Section 4 of the Consulting
Agreement  shall  be renewed and extended from June 30, 2006 for a period of two
(2)  years,  or  until  June  30,  2008.

          Section  5.04  of  the  Consulting  Agreement  which was waived in the
initial  term  of  the  Consulting  Agreement  is  hereby  deleted.

          All other terms of the Consulting Agreement shall remain in full force
and  effect.

          IN  WITNESS  WHEREOF,  this  Amendment  has  been duly executed by the
Company  and  Consultant  as  of  the  date  first  above  written.

                              N-VIRO  INTERNATIONAL  CORPORATION
                              By   /s/  Timothy  Kasmoch
                                  ----------------------
                                Its:  Chief  Executive  Officer
                                    ---------------------------

                                /s/  Terry  J.  Logan
                              -----------------------
                              Terry  J.  Logan