EXHIBIT 4.1
                   SERIES 97-F PREFERRED SHARE CERTIFICATE

                     Incorporated Under the Laws of Utah

     Number                                                        Shares
    97-F-000                                                      ***000***

This certifies that:  [HOLDER]

is the registered Holder of [NUMBER OF SHARES]

                        FULLY PAID AND NON-ASSESSABLE
                        SERIES 97-F PREFERRED SHARE(S),
                               $.01 PAR VALUE,
                                     OF
         =================== SGI INTERNATIONAL ===================

1. Each Series 97-F Preferred Share evidenced by this Certificate is
transferrable on the books of the Corporation by the Holder hereof, in person
or by duly authorized attorney, upon surrender of this Certificate properly
endorsed.

2. A statement of the rights, preferences, privileges and restrictions granted
to or imposed on the respective classes and series of shares of the
Corporation, the holders of those shares, and the authority of the Board of
Directors to determine variations for any existing or future class or series
may be obtained by any shareholder, on request and without charge from the
secretary of the Corporation at SGI International, 1200 Prospect Street, Suite
325, La Jolla, CA 92037.

3. Series 97-F Preferred Shares have no voting rights.

4. Series 97-F Preferred Shares and the Common Stock into which they are
convertible will, upon issuance, be fully paid and non-assessable.

5. THE SERIES 97-F PREFERRED SHARE(S) REPRESENTED BY THIS CERTIFICATE AND THE
COMMON STOCK INTO WHICH THEY ARE CONVERTIBLE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933. THE SHARE(S) HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY
NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE
REGISTRATION STATEMENT FOR THE SHARES UNDER THE SECURITIES ACT OF 1933, OR A
PRIOR OPINION OF COUNSEL SATISFACTORY TO THE ISSUER, THAT REGISTRATION IS NOT
REQUIRED UNDER THAT ACT.

In witness whereof the said Corporation has caused this Certificate to be
signed by its duly authorized officers and its Corporate Seal to be affixed
hereto this ___th day of October, 1997.


___________________________                      ___________________________
CHAIRMAN OF THE BOARD                            SECRETARY


<PAGE>

The following abbreviations, when used in the inscription on the fact
of this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN  - as joint tenants with right of survivorship and not as tenants in
common

Additional abbreviations may also be used though not in the above list.


FOR VALUE RECEIVED, _______________ hereby sell, assign and transfer unto


Please insert Social Security or other
identifying number of assignee _________ _______


______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
(Please print or typewrite name and address, including zip code, of assignee)


_____________________________________________________________Shares of capital
stock represented by the within Certificate, and do hereby irrevocably
constitute and appoint

__________________________________________________________Attorney to transfer
the said stock on the books of the within named Corporation with full power of
substitution in the premises.


DATED: ___________________


_____________________________________________________________
NOTICE: The signature to this assignment must correspond with
the name as written upon the face of the certificate in every
particular, without alteration or enlargement or any change whatever.

<PAGE>

                            NOTICE OF CONVERSION
           (To be Executed by the Registered Holder in order to
               Convert the 8% Convertible Preferred Stock)

The undersigned hereby irrevocably elects to convert the Preferred Stock
Certificate No. _________ into Shares of Common Stock of SGI INTERNATIONAL (the
"Company") according to the conditions hereof, as of the date written below.
The undersigned represents and warrants that:

(i) that all offers and sales by the undersigned of the shares of
Common Stock issuable to the undersigned upon conversion of the Preferred Stock
shall be made pursuant to an exemption from registration under the Act, or
pursuant to registration of the Common Stock under the Securities Act of 1933,
as amended (the "Act"), subject to any restrictions on sale or transfer set
forth in the Subscription Agreement between the Company and the original holder
of the Preferred Stock submitted herewith for conversion;

(ii) the undersigned has not engaged in any transaction or series of
transaction that is a part of or a plan or scheme to evade the registration
requirements of the Act; and

(iii) upon conversion pursuant to this Notice of Conversion, the
undersigned will not own or deemed to beneficially own (within the meaning of
the 1934 Act) 4.99% or more of the then issued and outstanding shares of the
Company.


_______________________                      ______________________________
Date of Conversion                           Applicable Conversion Price


_______________________________________      _________________________________
Number of Common Shares upon Conversion      $ Amount of Conversion


_______________________________________      _________________________________
Signature                                    Name


Address:                                     Delivery of Shares to:


* This original Preferred Stock and Notice of Conversion must be received by
the Company by the third business day following the Date of Conversion.


<PAGE>


                         REGULATION S NOTICE OF CONVERSION

                 (To be Executed by the Registered Holder in order to
                       Convert the Convertible Preferred Stock)

The undersigned hereby irrevocably elects to convert the above Preferred Stock
No. ____ into Shares of common stock of SGI INTERNATIONAL (the "Company")
according to the conditions hereof, as of the date written below.

The undersigned represents and warrants that

(i) The undersigned represents and warrants that all offers and sales by the
undersigned of the shares of Common Stock issuable to the undersigned upon
conversion of the Preferred Stock shall be made in compliance with Regulation
S, pursuant to an exemption from registration under the Act, or pursuant to
registration of the Common Stock under the Securities Act of 1933, as amended
(the "Securities Act"), subject to any restrictions on sale or transfer set
forth in the Securities Subscription Agreement between the Company and the
original holder of the Preferred Stock submitted herewith for conversion.

(ii) The undersigned has not engaged in any transaction or series of
transactions that is a part of or a plan or scheme to evade the registration
requirements of the Securities Act.

(iii) Upon conversion pursuant to this Notice of Conversion, the undersigned
will not own or deemed to beneficially own (within the meaning of the
Securities Exchange Act of 1934) 4.99% or more of the then issued and
outstanding shares of the Company.

(iv) All of Subscriber's representations, warranties and covenants set forth in
the Agreement are true and correct as of the date hereof.


_______________________                      ______________________________
Date of Conversion                           Applicable Conversion Price


_______________________________________      _________________________________
Number of Common Shares upon Conversion      $ Amount of Conversion


_______________________________________      _________________________________
Signature                                    Name


Address:                                     Delivery of Shares to:



* The original Preferred Stock Certificate and Notice of Conversion must be
received by the Company by the third business day following the Date of
Conversion.

-------------------------------

1Pursuant to Regulation S, a "U.S. Person" means: (i) any natural
person resident in the United States, (ii) any partnership or corporation
organized or incorporated under the laws of the United States, (iii) any estate
of which any executor or administrator is a U.S. Person, (iv) any trust of
which any trustee is a U.S. Person, (v) any agency or branch of a foreign
entity located in the United States, (vi) any non-discretionary account or
similar account (other than an estate or trust) held by a dealer or other
fiduciary for the benefit or account of a U.S. person, (vii) any discretionary
account or similar account (other than an estate or trust) held by a dealer or
other fiduciary organized, incorporated or (if an individual resident in the
United States), or (viii) any partnership or corporation if organized under the
laws of any foreign jurisdiction and formed by any U.S. Person principally for
the purpose of investing in securities not registered under the Act, unless its
organized or incorporated and owned by accredited investors (as defined in Rule
501(a) under the Act) who are not natural persons, estates or trusts.