EXHIBIT 4.21
                            EMPLOYMENT OFFER LETTER

November 14, 2000

Ms. Ivy B. Coker
2742 Adrian Street
San Diego, CA 92110

Re: Offer of Employment

Dear Ivy:

SGI International ("Company") is pleased to offer you the position of
Receptionist/Administrative Assistant, initially reporting to Claudine
Hagerstrom. Your primary job duties and responsibilities shall include the
attached duties list, as well as other duties that may be assigned. Your
anticipated starting date will be November 20, 2000. This offer and your
employment relationship will be subject to the terms and conditions of this
letter.

If you decide to join us, your initial pay rate will be $____ per hour, less
applicable withholdings, paid in accordance with Company's normal payroll
practices. This position is a non-exempt position, which means you are paid by
the hour. Accordingly, you will receive overtime pay if you work more than 8
hours in a workday or 40 hours in a workweek. Future adjustments in compensation
will be made at the discretion of Company.

You will also be eligible for all fringe benefits available to other full-time
Company employees, including 401(k), medical, dental and vision insurance, in
addition to Company-paid life insurance and long-term disability insurance. The
Company also offers a flexible spending account and optional employee-paid
benefits such as short-term disability. All benefits are subject to the terms of
the applicable benefit plans. The Company reserves the right to change or
eliminate these benefits on a prospective basis at any time.

In addition, subject to Company's Board of Directors' approval, you will be
granted a warrant to purchase ____ shares of the Company's common stock at the
strike price equal to the closing stock price at the date of issue and
exercisable one year from that date of issue.

If you accept our offer, your employment with Company will be "at-will." This
means your employment is not for any specific period of time and can be
terminated by you at any time for any reason. Likewise, Company may terminate
the employment relationship at any time, with or without cause or advance
notice. In addition, Company reserves the right to modify your position or
duties to meet business needs and to use discretion in deciding on appropriate
discipline. Any change to the at-will employment relationship must be by a
specific, written agreement signed by you and Company's Chief Executive Officer.

This offer is contingent upon the following:

o Execution of Company's Confidentiality Agreement (previously signed and
enclosed);

o Compliance with federal I-9 requirements (please bring suitable documentation
with you on your first day of work verifying your identity and legal
authorization to work in the United States);

This letter, including the enclosed Confidentiality Agreement and Employee
Handbook constitutes the entire agreement between you and Company relating to
this subject matter and supersedes all prior or contemporaneous agreements,
understandings, negotiations or representations, whether oral or written,
express or implied, on this subject. This letter may not be modified or amended
except by a specific, written agreement signed by you and Company's Chief
Executive Officer.

This offer will remain open until November 17, 2000. To indicate your acceptance
of Company's offer on the terms and conditions set forth in this letter, please
sign and date this letter in the space provided below and return it to me no
later than November 17, 2000.

We hope your employment with Company will prove mutually rewarding, and we look
forward to having you join us. If you have any questions, please feel free to
ask.

Sincerely,

/S/ CLAUDINE HAGERSTROM

Claudine Hagerstrom

* * *

I have read this offer letter in its entirety and agree to the terms and
conditions of employment contained herein. I understand and agree that my
employment with Company is at-will.

Dated 11/20/00 /S/ IVY B. COKER
----------------- ----------------
Ivy B. Coker