Employment Agreement (2010)Full Document 

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                              EMPLOYMENT AGREEMENT

     This  Employment  Agreement  (the "Employment Agreement" or "Agreement") is
made  and entered into as of the 17th day of March, 2010 (the "Execution Date"),
by  and  between  N-Viro  International Corporation, a Delaware corporation (the
"Company"),  and  James  K.  McHugh,  an  individual  ("Employee").N-Viro

     W  I  T  N  E  S  S  E  T  H:
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          WHEREAS, the Company owns, operates and licenses the N-Viro Process, a
multiple  patent  technology  to  treat  and recycle wastewater sludge and other
bio-organic  wastes,  utilizing  certain  alkaline  and/or  mineral  by-products
produced  by  cement,  lime,  electric  utilities  and  other  industries  (such
activities,  together  with all other activities of the Company, as conducted at
or  prior  to  the  termination  of  this  Employment  Agreement, and any future
activities  reasonably  related  thereto that are contemplated by the Company at
the  termination  of  this  Employment  Agreement  identified  in writing by the
Company  to  Employee  at  the  date  of  such  termination,  are  hereinafter
collectively  referred  to  as  the  "Business  Activities");

          WHEREAS,  the  Company  and  Employee  have agreed that Employee shall
perform  the  duties  of  Chief  Financial  Officer  subject  to  the  terms and
conditions  set  forth  in  this  Employment  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 are hereby acknowledged, the
parties  hereto  intending  to  be  legally  bound  hereby  agree  as  follows:

          Section  1.     Employment.  During  the  Employment  Period  (as
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hereinafter  defined),  the  Company  shall  employ Employee, and Employee shall
accept  employment  with  the  Company,  all  upon  the terms and subject to the
conditions  set  forth  in  this  Employment  Agreement.

          Section 2.     Capacity and Duties.  Employee shall be employed in the
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capacity  of  Chief Financial Officer ("CFO") of the Company and shall have such
other  duties,  responsibilities  and  authorities as are assigned to him by the
Board of Directors of the Company (the "Board") and the President/CEO so long as
such  additional  duties,  responsibilities  and authorities are consistent with
Employee's  position  and  level  of  authority  as  CFO.  Employee shall report
directly  to  the  President/CEO  and  the Board of the Company.  Subject to the
control  and general directions of the President/CEO and the Board and except as
otherwise  herein  provided,  Employee shall devote all necessary business time,
best  efforts  and  attention to promote and advance the business of the Company
and its subsidiaries and affiliates and to perform diligently and faithfully all
the  duties, responsibilities and obligations of Employee to be performed by him
under  this  Employment  Agreement.  Employee's duties shall include the ongoing
management  of  all  financial  aspects  and  oversight  of the general business
affairs  and  operations  of the Company and its subsidiaries and affiliates and
shall  include,  but  not  be  limited  to,  oversight on all Company accounting
practices  and  the accounting department, preparing budgets, financial reports,
tax  and  audit  functions  and other related matters customarily performed by a
chief  financial  officer.  It  is  expressly  understood  that Employee also is
and/or may become engaged in other limited business activities not involving the
Company.  Any  such  independent  activity  shall  be  disclosed  to  the  Audit
Committee  of  the  Company's  Board  in  advance,  and  any such other business
activities  shall  not unreasonably interfere with Employee's performance of his
obligations  under  this  Employment  Agreement.

     Section  3.     Term  of Employment.  The term of employment of Employee by
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the  Company  pursuant  to this Employment Agreement, which supersedes any prior
agreement between Company and Employee, shall be for the period (the "Employment
Period") commencing on February 26, 2010 (the "Commencement Date") and ending on
February  25,  2015  or  later  date  that  Employee's employment is extended in
accordance  with  the  provisions of this Employment Agreement (the "Termination
Date").  So  long  as  Employee  is in full compliance with all of the terms and
conditions  of this Employment Agreement, Employee is not in default under or in
breach  of  any  of the covenants, agreements, representations or warranties set
forth  in  this  Employment  Agreement  and neither Employee nor the Company has
delivered a Notice of Termination (as hereinafter defined) to the other at least
ninety  (90) days prior to expiration of the then-current Employment Period that
the  Employment Period shall not be extended, then this Employment Agreement and

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