Incorporated Under the Laws of Utah
                                
                 Number 96A-         Shares  000


This certifies that:


is the registered Holder of

  FULLY PAID AND NON-ASSESSABLE SERIES 96-A PREFERRED SHARE(S),
                         $.01 PAR VALUE,
                               OF
                        SGI INTERNATIONAL


1.   Each Series 96-A 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.   On or after April 30, 1998, each Series 96-A Convertible Preferred
Share shall be convertible into 13,500 SGI Common Shares.

3.   Series 96-A Preferred Shares have no voting rights.

4.   Series 96-A 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 96-A 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 96-A Preferred Share, a shareholder shall receive 
in exchange for a Series 96-A 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 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 of 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 96-A Preferred Share into shares of Common
Stock immediately prior to the happening of any of the foregoing events.

6.   THE SERIES 96-A 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 96-A Preferred 
Shares shall be entitled to recover only a cash payment of Ten Thousand
Dollars ($10,000.00) per Series 96-A Preferred Share. Such payment shall 
be made before any payment or distribution is made to the holders of the
Common Stock, or any other series of Preferred Stock of the Corporation, 
other than previously issued Series of Preferred Shares.

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           , 1996.

CHAIRMAN OF THE BOARD
SECRETARY

          /s/                                               /s/
==========================                        ======================




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.