Incorporated Under the Laws of Utah

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99-D-000                                                    Number Shares
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                                  * * *

 This certifies that: __________________is the registered Holder of *_______*

     FULLY PAID AND NON-ASSESSABLE SERIES 99-D PREFERRED SHARE(S),
                              $.01 PAR VALUE OF
                              SGI INTERNATIONAL

1. Each Series 99-D Preferred Share evidenced by this Certificate is
transferable 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. On or after November 15, 1999, or upon effective registration with the
Securities and Exchange Commission, each Series 99-D Convertible Preferred Share
may be converted into Twelve Hundred (1,200) SGI International Common Shares,
but shall be deemed to be converted in any event on October 30, 2001, if not
earlier converted.

3. Series 99-D Preferred Shares have no voting or dividend rights.

4. Series 99-D Preferred Shares and the Common Stock into which they are
convertible will, upon issuance, be fully paid and non-assessable.

5. In the event that the Corporation shall at any time after issuance of a
Series 99-D Preferred Share: (i) declare or pay to the holders of the Common
Stock a dividend payable in any kind of shares of stock of the Corporation; or
(ii) split, reverse split or otherwise reclassify its Common Stock into the same
or a different number of shares with or without par value or into shares of any
class or classes; or (iii) consolidate or merge with or transfer its property as
an entirety or substantially as an entirety to any other corporation; or (iv)
make any distribution of its assets to holders of its Common Stock as a
liquidation or partial liquidation dividend or by way of return of capital;
then, upon subsequent conversion of a Series 99-D Preferred Share, a shareholder
shall receive in exchange for a Series 99-D Preferred Share, in addition to, in
reduction of, or in substitution for, the shares of Common Stock to which he
would otherwise be entitled upon such exercise, such additional shares of Common
Stock, or lesser number of shares of Common Stock, as the case may be, or stock
or script of the Corporation, or such reclassified shares of stock of the
Corporation, or such shares or securities or property of the Corporation
resulting from such consolidation or merger or transfer, or such assets of the
Corporation, so that the value so received by the shareholder is equivalent to
the value which would have been received (and the total consideration
exchangeable by the shareholder is equivalent to the total consideration which
would otherwise have been exchangeable) had the shareholder converted a Series
99-D Preferred Share into shares of Common Stock immediately prior to the
happening of any of the foregoing events.

6. THE SERIES 99-D 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.

7. In the event of the voluntary liquidation, dissolution or other termination
of the Corporation, the holders of the Series 99-D Preferred Shares shall not be
entitled to recover any cash payment for the Series 99-D Preferred Share.

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 day of __________, 1999.

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SECRETARY                                    PRESIDENT AND CEO