EXHIBIT 4.10
                      FORM OF STANDARD DIRECTORS AGREEMENT

This SGI DIRECTOR AGREEMENT ("Agreement") is effective as of the ___day of
_____, 19___ (the "Effective Date"), bytbetween SGI International, a Utah
Corporation ("SGI" or "Company"), and , an individual ("Director").

In consideration of the mutual agreements and the promises herein contained, the
parties hereto agree as follows:

1. Status. SGI recognizes that Director is providing time and experience to SGI
and that Director undertakes certain responsibilities to SGI as a result
thereof.

2. Compensation. In recognition of the time and experience being provided by
Director, SGI has entered into a separate Indemnification Agreement with
Director and also agrees to reimburse Director for certain preapproved costs of
attending Board of Director meetings. Company also will provide at the
discretion of the entire board of directors and the Chief Executive Officer of
the Company warrants, from time to time, as compensation for the time and effort
of Director.

3. General Relationship. Director shall not be considered an employee of SGI
within the meaning of any federal, state, and local laws and regulations
including, but not limited to, laws and regulations governing unemployment
insurance, workmen's compensation, industrial accident, labor and taxes.

4. Nondisclosure of Information Concerning Business. Director specifically
agrees that he will not at any time, in any fashion, form, or manner, either
directly or indirectly, divulge, disclose, or communicate to any person, firm,
or corporation in any manner whatsoever any information of any kind, nature, or
description concerning any matters affecting or relating to the business of SGI,
including, without limiting the generality of the foregoing, the names of any of
its customers, shareholders, business partners, or the particulars relating to
any of its technologies, or any other information of, about, or concerning the
business of SGI, its manner of operation, its plans, processes or other data of
any kind, nature, or description without regard to whether any or all of the
foregoing matters would be deemed to be confidential, material, or important.

5. Assignment. This Agreement can not be assigned by either party.

6. Severability. In the event that any of the provisions of this Agreement are
deemed to be invalid or unenforceable, the same shall be deemed severable from
the remainder of this Agreement and shall not cause the invalidity of the
remainder of this Agreement.

7. Notices. All notices, requests, demands and other communications required or
permitted by this Agreement shall be in writing and shall be deemed to have been
duly delivered upon: (i) personal delivery to the party to whom such notice is
to be given; or (ii) five (5) business days after deposit in the United States
mail, first class postage prepaid and properly addressed to such party at the
address set forth after the signature of such party, or at such other address as
such party may provide to the other in writing.

8. Miscellaneous.

This Agreement cannot be modified except by a writing signed by the parties.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
at San Diego, California.

SGI International
1200 Prospect Street, Suite 325
La Jolla, CA 92037

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By /s/ Joseph A. Savoca                         Director