FIFTH AMENDMENT
                                       TO
  AMENDED AND RESTATED ACQUISITION AGREEMENT AMONG SGI INTERNATIONAL, BLUEGRASS
               COAL DEVELOPMENT COMPANY AND AMERICOAL DEVELOPMENT
                                     COMPANY

This Fifth Amendment to the Amended and Restated Acquisition Agreement
Among SGI International, Bluegrass Coal Development Company And Americoal
Development Company (the "Fifth Amendment"), is entered into by and between SGI
International ("SGI"), Bluegrass Coal Development Company ("Bluegrass") and
Americoal Development Company ("Americoal") effective as of October 31, 2000
(the "Effective Date"). The Fifth Amendment amends in certain particulars the
Amended and Restated Acquisition Agreement Among SGI International, Bluegrass
Coal Development Company And Americoal Development Company (the "Acquisition
Agreement") that was entered into effective December 9, 1999. Bluegrass and
Americoal are hereafter referred to collectively as "Sellers".

RECITALS

A. The Acquisition Agreement originally provided Sellers with certain rights
and privileges in the event that certain conditions had not been satisfied by
March 31, 2000; and,

B. SGI has not satisfied all of the conditions that were required to be
fulfilled by March 31, 2000, but has made significant progress toward their
being satisfied and the First Amendment extended that March 31 date to June 30,
2000 and the Second Amendment extended the date to September 30, 2000.

C. A Third Amendment provided that Brown, Todd & Heyburn PLLC would act as
Escrow Agent in place of the prior escrow agent.

D. A Fourth Amendment extended the term of the Acquisition Agreement through
October 31, 2000.

E. Based on progress since June 30, it is the expectation of SGI and Sellers
that those conditions can be satisfied if an additional extension is granted
SGI from October 31, 2000 to November 30, 2000 in order to allow certain
parties interested in purchasing the ENCOAL plant from SGI and making
modifications thereto to complete due diligence and negotiations, which are
close to completion;

F. It is therefore the intent of the parties hereto to amend the March 31, 2000
date (as extended to June 30 by the First Amendment, to September 30 by the
Second Amendment, and to October 31 by the Fourth Amendment) contained in the
Acquisition Agreement, and Exhibits thereto, such that the "March 31, 2000"
date shall be restated to be "November 30, 2000" with all other terms and
conditions of the Acquisition Agreement to remain in full force and effect,
subject to the performance by SGI and Sellers of the terms and conditions of
this Fifth Amendment.

                                    AGREEMENT

NOW THEREFORE, in consideration of the covenants and conditions of this Fifth
Amendment the parties do hereby agree as follows:

1. Extension. SGI and Sellers hereby agree that in consideration of the premises
contained herein and for other good and valuable consideration and in order to
provide SGI with an extension of time to satisfy certain terms and conditions of
the Acquisition Agreement, as amended by the First Amendment, Second Amendment,
Third Amendment, and Fourth Amendment, it shall be amended as follows:

The date "March 31, 2000", referred to in the Acquisition Agreement in Sections
3.1.1(c), 3.1.1(d), 3.1.2, 7.3, and 11.3(b) is hereby amended and replaced with
the date "November 30, 2000."

2. Note Amendment . The date "March 31, 2000" appears in the Secured Non-
Recourse Promissory Note dated December 9, 1999 referenced in a draft depicted
as Exhibit 3.1D to the Acquisition Agreement. The parties hereby agree that the
original Promissory Note (the "Note") of December 9, 1999 for the Principal Sum
of $193,078 is hereby amended as follows: The date "March 31, 2000" as it
appears in the Note is hereby amended and restated to be November 30, 2000, and
any and all amounts due and payable under the Note are now due and payable on
November 30, 2000. To the extent that the date "March 31, 2000" as previously
amended by the Fourth Amendment to October 31, 2000, appears elsewhere in the
Acquisition Agreement or in instruments that were originally referenced as
exhibits to the Acquisition Agreement then that date shall also be amended and
restated to be "November 30, 2000" in the executed original instruments.

3. Bond Costs. This extension of time provided herein is granted on the further
condition that SGI pay the cost for coverage through November 30, 2000 of the
bond obtained by Sellers pursuant to the Facility Use and Indemnity Agreement
dated December 11, 1998. The costs for the bond for $10,000,000 are
approximately $4,167 for the period November 1, 2000 through November 30, 2000.
Therefore, SGI shall reimburse Bluegrass for the premium for such bond by paying
it the sum of $4,167 shall be paid to Bluegrass on November1, 2000. Therefore,
SGI shall reimburse Bluegrass for the premium for such bond by paying it the
same of $4,167, which sum shall be paid to Bluegrass on November 13, 2000.

4. Consideration for Future Extensions. SGI is not currently required to pay
Bluegrass any monetary sum for the extension being provided for in this Fifth
Amendment. Notwithstanding the foregoing, Bluegrass shall require SGI to pay
Bluegrass a monetary sum to be negotiated between the parties for any further
extensions or amendments to the Acquisition Agreement.

5. Release. SGI and Bluegrass ("the Parties") represent that the Parties
negotiated and executed the Acquisition Agreement Among SGI International,
Bluegrass Coal Development Company, And Wyoming Coal Technology, Inc., dated
April 22, 1999, the Acquisition Agreement and each amendment thereto
(collectively the "Agreements") in good faith. SGI and Bluegrass release one
another from any and all claims, including but not limited to claims for
bargaining in bad faith, which arose out of the Agreements and any actions taken
thereunder prior to the date of this Fifth Amendment. Notwithstanding the above,
nothing herein shall in any way excuse or release either party from performing
all of its obligations under and pursuant to all of the terms and conditions of
the Agreements, which remain in full force and effect.

6. No Other Amendments. Except as stated herein, no other term or condition of
the Acquisition Agreement or Exhibits thereto shall be amended and all other
terms and conditions contained in the Acquisition Agreement shall continue in
full force and effect.

IN WITNESS WHEREOF the parties have executed this Fifth Amendment by
their duly authorized signatories as of the day and year first written above.

SGI INTERNATIONAL, INC.                 BLUEGRASS COAL DEVELOPMENT CO.



By:  /S/ James W. Mahler                By:  /S/ Art Thomas
Title:  Executive Vice President        Title: Attorney in Fact



AMERICOAL DEVELOPMENT CO.



By:  Art Thomas
Title:  Attorney in Fact

To the extent the rights of Wyoming Coal Technology ("WCT") and AEI
Resources ("AEI") are affected by this Fifth Amendment, WCT and AEI represent
that they have each reviewed this Fifth Amendment and consent to the terms and
conditions set forth herein.

WYOMING COAL TECHNOLOGY, INC.               AEI RESOURCES, INC.



By:     /S/  Art Thomas                     By:  /S/ Art Thomas
Title:  Attorney in Fact                    Title:  Attorney in Fact