Warrant Certificate No. 97FA-000-A

                AMENDED WARRANT TO PURCHASE _________ SHARES OF COMMON STOCK
                SGI INTERNATIONAL
                INCORPORATED UNDER THE LAWS OF THE STATE OF UTAH


"The securities represented by this Certificate have not been registered under
the Securities Act of 1933 or any state securities law and may not be sold,
exchanged, hypothecated or transferred in any manner except in compliance with
Paragraph 4 hereof."

1. Grant of Warrant. This certifies that, effective ________________,
____________________________, the registered holder hereof (the
"Warrantholder"), is entitled to purchase from SGI International, a Utah
corporation (the "Company"), at any time during the Exercise Period (as defined
in Paragraph 2 hereof), at the purchase price per Share of $0.30 (the "Warrant
Price"), the number of shares of common stock, no par value, of the Company set
forth above (the "Shares"), subject to the terms and conditions set forth
herein.

2. Exercise of Warrant. The Warrant evidenced hereby may be exercised at any
time the dates after the date hereof, from time to time, in whole or in part, by
presentation of this Warrant certificate with the Warrant Exercise Form included
herewith, duly executed and simultaneous payment of the Warrant Price at the
principal office of the Company. Payment shall be made by check. The "Exercise
Period" shall be the period of time from the effective date through December 31,
2001.

3. Legend on Shares. Each certificate for Shares issued upon exercise of the
Warrant shall bear the following legend, unless, at the time of exercise, such
Shares are subject to a currently effective Registration Statement under the
Securities Act of 1933 (the "Act"):

"The securities represented by this Certificate have not been registered under
the Securities Act of 1933 or any state securities law and may not be sold,
exchanged, hypothecated or transferred in any manner except in compliance with
Paragraph 4 of the Warrant pursuant to which they were issued."

Any certificate issued at any time in exchange or substitution for any
certificate bearing such legend (except a new certificate issued upon completion
of a public distribution pursuant to a registration statement under the Act of
the securities represented thereby) shall also bear the above legend unless, in
the opinion of the Company's counsel, the securities represented thereby need no
longer be subject to such restrictions.

This Warrant and the Common stock underlying its exercise are restricted and
there is no agreement that either will be registered under the Securities Act of
1933.

4. Restrictions on Transfer; Registration Rights.

(a) By acceptance of this Warrant, the Warrantholder agrees that prior to making
any disposition of the Warrant or the Shares, the Warrantholder shall give
written notice to the Company describing briefly the manner in which any such
proposed disposition is to be made; and no such disposition shall be made unless
Warrantholder provides Company with an opinion of legal counsel acceptable to
Company that a registration statement or other notification or post-effective
amendment thereto (hereinafter, collectively, a "Registration Statement") under
the Act is not required with respect to such disposition, or unless such a
Registration Statement has been filed by the Company with, and declared
effective, if necessary, by the Securities and Exchange Commission (the
"Commission").

(b) The Company agrees that until all Shares have been sold under a Registration
Statement or pursuant to Rule 144 under the Act, it will keep current in filing
all materials required to be filed with the Commission in order to permit the
holders of such Shares to sell the same under Rule 144.

5. Reservation of Shares Issuable on Exercise of Warrants. The Company will at
all times reserve and keep available out of its authorized Shares, solely for
the issuance upon the exercise of this Warrant and other similar Warrants, such
number of Shares as from time to time shall be issuable upon the exercise of
this Warrant and all other similar Warrants at the time outstanding.

6. Warrantholder Not a Shareholder. The Warrantholder, as such, shall not be
entitled by reason of this Warrant to any rights whatsoever of a shareholder of
the Company.

7. Notices. Any notice pursuant to this Warrant by the Company or by a
Warrantholder or a holder of Shares shall be in writing and shall be deemed to
have been duly given if delivered or mailed by certified mail, return receipt
requested:

(a) If to a Warrantholder or a holder of Shares -addressed to it at its address
as set forth in the register for the Warrants maintained by the Company or in
the records of the transfer agent for the Shares;

(b) If to the Company - addressed to it at 1200 Prospect Street, #325, La Jolla,
California 92037, attention: Investor Relations.

Warrantholder and/or Company may from time to time change the address to which
notices to it are to be delivered or mailed hereunder by giving notice to the
other in accordance herewith.

8. Successors and Assigns. The provisions of this Warrant by or for the benefit
of the Company, any Warrantholder or successor holder(s) of Warrants or the
holders of Shares shall bind and inure to the benefit of their respective heirs,
successors and/or assigns hereunder.

9. Applicable Law. This Warrant shall be deemed to be a contract made under the
laws of the State of California and for all purposes shall be construed in
accordance with the laws of said State.

10. Investment Intent of Warrantholder. Notwithstanding anything herein to the
contrary, this Warrant is issued subject to the condition that the Warrant has
been acquired for the account of the Warrantholder and not with a view to, or
for sale in connection with, any distribution thereof.


SGI INTERNATIONAL
By
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Michael L. Rose, President/CEO