Second Amendment to Lease

This Second Amendment, dated this 19th day of June 2000, shall be effective as
of December 16, 2000, and is between La Jolla Financial Building, LLC
(hereinafter referred to as "Landlord") and SGI International (hereinafter
referred to as "Tenant"), with respect to the following facts.

A. Landlord and Tenant have heretofore entered into a lease dated as of
December 3, 1990 (hereinafter referred to as the "Master Lease") for
certain space located on the Third Floor of the La Jolla Financial
Building, Suite #325, located at 1200 Prospect Street, La Jolla,
California 92037.

B. Landlord and Tenant have heretofore entered into a First Amendment to
Lease, dated October 17, 1995 for certain space located on the Third Floor
of the La Jolla Financial Building, Suite #325 located at 1200 Prospect
Street, La Jolla, California 92037.

WHEREFORE the parties hereto agree as follows:

1. Space. Landlord hereby leases to tenant and Tenant hereby hires from
Landlord, subject to all of the terms and conditions of the Master Lease
and this First Amendment, 5,475 rentable square feet on the Third Floor
identified as "Exhibit A" attached hereto.

2. Term. The term of this Lease shall be for sixty (60) months commencing upon
December 16, 2000.

3. Annual Basic Rent.

(a) Tenant agrees to pay Landlord as Annual Basic Rent for the
Premises the sum of One Hundred Eighty Thousand Six Hundred Seventy Five
Dollars and no/100 Dollars ($180,675.00) (subject to adjustment as hereinafter
provided) in twelve (12) equal monthly installments of Fifteen Thousand and
Fifty Six Dollars and 25/100 Dollars ($15,056.25) each, in advance on the first
day of each calendar month during the term. If the term of this Lease commences
or ends on a day other than the first day of a calendar month, then the rental
for such period shall be prorated in the proportion that the number of days
this Lease is in effect during such period bears to thirty (30). In addition to
the Annual Basic Rent, Tenant agrees to pay as additional rental the amount of
rental adjustments and other charges required by this Lease as described in
Sections 3(b), 3(c), and 3(d) All rental shall be paid to Landlord, without
prior demand and without any deduction or offset, in lawful money of the United
States of America, at the address of Landlord designated at the end of the
Lease or to such other person or at such other place Landlord may from time to
time designate in writing.

(b) The rental payable by Tenant shall be increased for each year of
this lease commencing with the beginning of the second Lease Year by adjusting
the Annual Basic Rental reserved in Section 3(a) to reflect any increase in the
cost of living, which adjustment shall be determined as follows:

(i) The monthly rent as set forth shall be increased each
subsequent year of the term of this lease following the first year
if the Consumer Price Index (the "Index") for the "Comparison
Month" (described below) increases over the Index for the calendar
month ("Base Month") which shall be the month the lease commences.
The Base Month Index shall be compared with the Index for the same
calendar month for each Subsequent Year ("Comparison Month"). If
the Index for any Comparison Month is higher than the Base Month
Index, then the monthly rent shall increase beginning with the
first month of such subsequent year by ratio which shall be
calculated by dividing the Comparison Month Index by the Base Month
Index.

** In no event shall the increase be less than 1.015 per year or greater than
1.070 per year.

By way of illustration only, if tenant commences paying monthly rent
in August of 1981, then the Base Month Index would be that for August, 1981
(assume such Index at 130) and that Index shall be compared with Index for
August, 1982 (assume such Index at 136). Because the Index for August, 1982 is
four and six-tenths percent (4.6%) higher than the Index for August, 1981 based
on the assumptions of 136 and 130, respectively, the monthly rent commencing in
August of 1982 would be four and six-tenths percent (4.6%) higher than the
monthly rent commencing August, 1981. Likewise, the Index for August, 1983
would be compared with the Index for August, 1981. Should said Bureau
discontinue the publication of the above Index or publish the same less
frequently, or alter the same in some other manner, then Landlord shall adopt a
substitute index or substitute procedure which reasonably reflects and monitors
consumer prices.

(ii) For the purpose of this Lease, the term "Consumer Price
Index" or "Index" shall refer to the "Consumer Price Index for All
Urban Consumer Price Index for Los Angeles-Anaheim-Riverside Areas
(all terms)" as published by the U.S. Government Printing office, or
the successor thereto.

(iii) If the base of the Consumer Price Index should
hereafter be changed, then the new base shall be converted to the base
in existence on the date of the execution of this amendment and the
base as so converted shall be used. In the event that the Bureau shall
cease to publish the Consumer Price Index, then the successor or most
nearly comparable index thereto shall be used.

(c) Late Charges. Within thirty (30) days after December 16, 2000, if
Landlord has not received the monthly rent payment, or in the event Tenant
fails to make any other payment for which Tenant is obligated under this lease
on or before the fifth (5) day of each month, tenant agrees to pay, as a
penalty, an amount equal to 10% of the monthly rent and or other payment due
for each occurrence.

(d) For purposes of Article 4 of the Master Lease the percentage
occupied by Tenant with respect to the space is 6.46%. The base year for
determination of the Direct Expense Base is 2001.

4. Tenant Improvement. Landlord will at its sole expense recarpet the premises
with building standard carpet and repaint the suite as directed by Tenant.

5. Parking. Tenant shall for the term of the lease receive $640.00 a month in
parking credits against its monthly rent to be used at the La Jolla Financial
Building.

6. Incorporation of Master Lease. Except as otherwise expressly set forth
herein, all other terms and provisions of the Master Lease shall be
incorporated herein and apply. Said Additional space shall be deemed as part of
the leased premises covered by said Master Lease.

IN WITNESS WHEREOF, Landlord and Tenant have executed this First
Amendment to Lease as of the date set forth above.

SGI International
"Tenant"
By

La Jolla Financial Building, LLC
"Landlord"
By