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N-VIRO INTERNATIONAL CORP Files SEC form 8-K, Entry into a Material Definitive Agreement, Unregistered Sale of Equity

Form 8-K for N-VIRO INTERNATIONAL CORP

Entry into a Material Definitive Agreement, Unregistered Sale of Equity

Item 1.01 - Entry into a Material Definitive Agreement

On December 30, 2006, N-Viro International Corporation's ("the Company") Board of Directors approved a 2-year extension of the financial public relations agreement with Strategic Asset Management, Inc. ("SAMI"). The Company originally entered into the agreement on September 15, 2005, and the agreement was scheduled to expire on September 15, 2007. As a result of the extension, the agreement will remain in effect until September 15, 2009. A copy of the original agreement was filed as an exhibit to the Form 8-K filed by the Company on October 12, 2005.

In consideration for this extension of time, the Company issued to SAMI 100,000 shares of the Company's common stock. The shares were issued in a private transaction pursuant to an exemption under Section 4(2) of the Securities Act of 1933. The President of SAMI is Robert Cooke, who was listed as a more than 5% beneficial owner in the Company's Definitive Proxy Statement for the 2006 Annual Meeting of Stockholders, which was filed with the SEC on October 19, 2006.

Item 3.02 - Unregistered Sales of Equity Securities

Effective on December 22, 2006, the Company entered into an investor relations agreement between the Company and Institutional Analyst, Inc. ("IA") of Chicago, Illinois. In consideration for IA's services under the agreement, the Company paid to IA $10,000 and issued a warrant to purchase 100,000 shares of the Company's common stock at $2.00 per share. The warrant is exercisable by IA immediately and has an expiration date of December 22, 2007. In addition, the agreement provides that IA is entitled to piggyback registration rights with respect to all of the shares underlying the warrant on any future registration statements filed by the Company, other than a registration statement filed on Form S-4 or S-8. The Warrant has been attached to this Form 8-K filing as Exhibit 99.1.

On December 30, 2006, the Company's Board of Directors approved the issuance of warrants to purchase shares of the Company's common stock to four members of the Board as follows: R. Francis DiPrete (75,000 shares), Joseph Scheib (32,000 shares), Carl Richard (32,000 shares) and James Hartung (11,000 shares). The award to each of the directors was based on the recommendation of the Compensation Committee of the Board of Directors. The Compensation Committee determined these awards based on a combination of factors, including length of service, contributions to the recent progress of the Company and extraordinary contributions as a member of the Board. Each warrant has an exercise price of $2.00 per share, is exercisable immediately and has an expiration date of December 30, 2009. A form of the warrant issued to each director (except for the number of shares which are specified above) is attached to this Form 8-K as Exhibit 99.2.

The information regarding the shares of the Company's common stock issued to SAMI set forth in Item 1.01 of this Form 8-K is hereby incorporated by reference into this Item 3.02.

Item 9.01 - Financial Statements and Exhibits

(c)Exhibits

   Exhibit No.     Description
   -----------     -----------
   99.1 Warrant to Purchase Shares of Common Stock of N-Viro International Corporation by 
   Institutional Analyst, dated December 22, 2006.
   99.2 Form of a Warrant to Purchase Shares of Common Stock of N-Viro International Corporation, 
   dated December 30, 2006.

About NVIC

N-Viro International Corporation develops and licenses its technology to municipalities and private companies. N-Viro's patented processes use lime and/or mineral-rich, combustion byproducts to treat, pasteurize, immobilize and convert wastewater sludge and other bio-organic wastes into biomineral agricultural and soil-enrichment products withreal market value. More information about N-Viro International can be obtained by contacting the office or on the Internet at www.nviro.com or by e-mail inquiry to info@nviro.com

Forward-Looking Statements

The Company cautions that words used in this document such as "expects," "anticipates," "believes" and "may," as well as similar words and expressions used herein, identify and refer to statements describing events that may or may not occur in the future. These forward-looking statements and the matters to which they refer are subject to considerable uncertainty that may cause actual results to be materially different from those described herein. For example, while the Company believes that trends in sludge treatment are moving in favor of the Company's technology, such trends may not continue or may never result in increased sales or profits to the Company because of the availability of competing processes. Additional information about these and other factors that may adversely affect these forward-looking statements are contained in the Company's reports, including its Annual Report on Form 10- KSB, and other filings with the Securities and Exchange Commission. The Company assumes no obligation to update forward-looking statements to reflect actual results, changes in assumptions or changes in other factors affecting forward-looking information except to the extent required by applicable securities laws.

For More Information Contact:

Timothy Kasmoch, CEO

info@nviro.com (419) 535-6374