PROMISSORY NOTE

         $________                                      Dated:


                                   SECTION ONE

                                  TERMS OF NOTE

FOR VALUE RECEIVED, SGI INTERNATIONAL, OTC Bulletin Board symbol "SGII"
(the "Debtor"), of 1200 Prospect Street, Suite 325, La Jolla, California 92037
promises to pay to the order of ___________ (hereinafter "Holder"), the
principal sum of _________________ ($________) Dollars with interest thereon at
the rate of nine percent (9%) per annum. Both the principal and interest thereon
shall be due and payable one (1) year from the date of this Promissory Note. The
principal and interest shall be paid by issuing Holder _______________(_______)
shares of restricted common stock of Debtor, if available, or if unavailable for
any reason, Holder will be paid in cash. Debtor shall be in default hereunder
only after Holder gives fifteen (15) days advance written notice to Debtor that
it is in default and Debtor does not cure such default within this prescribed
period.

                                   SECTION TWO
                               PREPAYMENT OF NOTE

Prepayment of the full principal balance, along with all unpaid interest, or
any portion of the principal balance, along with any portion thereof of unpaid
interest, is permitted at any time without penalty.

                                  SECTION THREE
                      EFFECT OF WAIVER OF RIGHTS BY HOLDER

Holder is not under any obligation to exercise any of his rights under this
note, and failure to exercise his rights under this note or to delay in
exercising any of his rights shall not be deemed a waiver of or in any manner
impair any of the rights of Holder.

                                  SECTION FOUR
                         CUMULATIVE RIGHTS AND REMEDIES

The rights and remedies of Holder specified in this note are cumulative and do
not exclude any other rights or remedies he may otherwise have.

                                  SECTION FIVE
                      ACCELERATION ON INSOLVENCY OF DEBTOR

If Debtor shall be adjudged bankrupt, or file a petition in bankruptcy, or have
a petition in bankruptcy filed against it, this note shall become due and
payable immediately without demand or notice.

                                   SECTION SIX
                                 CHOICE OF LAWS

This note shall be governed by and construed in accordance with the laws of
California in all respects, including matters of construction, validity and
performance.

                                  SECTION SEVEN
                               COSTS OF COLLECTION

Debtor shall pay on demand all costs of collection, including legal expenses
and attorney fees, incurred by Holder in enforcing this note on default.

                                  SECTION EIGHT
                                INTEREST CHARGES

If a law, which applies to this note and which sets the maximum interest amount,
is finally interpreted so that the interest in connection with this note
exceeds the permitted limits, then: (1) any such interest shall be reduced by
the amount necessary to reduce the interest to the permitted limit; and (2) any
sums already collected (if any) from the Debtor which exceed the permitted
limits will be refunded to the Debtor. Holder may choose to make this refund by
reducing the principal Debtor owes under this note or by making a direct
payment to the Debtor. If a refund reduces the principal, the reduction
will be treated as a partial payment.

SGI INTERNATIONAL
By
Authorized Signatory