EXHIBIT 4.2
                     FORM OF STANDARD EMPLOYMENT AGREEMENT

This EMPLOYMENT AGREEMENT ("Agreement") is effective as of the 1st day of
January, 1999 (the "Effective Date"), by and between SGI International, a Utah
Corporation ("SGI"), and ____________________, an individual ("Employee").

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

1. Employment. SGI hereby employs Employee and Employee hereby accepts
employment with SGI on the terms and conditions set forth in this Agreement.

2. Term of Employment. The initial term of this Agreement shall commence on the
Effective Date and terminate on December 31, 1999, provided that the Agreement
has not been otherwise terminated earlier pursuant to Sections 5 or 6. If the
Agreement is not so terminated at the end of the initial term, and the Agreement
has not been terminated pursuant to Sections 5 or 6, then it shall be
automatically extended for an additional two year period. Notwithstanding the
above, in the event that SGI is acquired, merged into another corporation, or
there is a change of management control at SGI brought about by a change in the
composition of the board of directors, then this Agreement shall be extended on
the date of such event for an additional one (1) year term, subject to
termination and renewal as described above provided that if Employee is
terminated for any reason other than Cause as defined in this Agreement then
Employee shall be paid within thirty (30) days of such termination a severance
payment in an amount equal to Employee's salary for the remaining term of this
Agreement.

3. Duties and Management Position. Employee shall be the Marketing Director of
Company and his office location shall be in Englewood (Denver area), Colorado.
Employee shall devote his full productive time to the duties assigned to him.
"Full productive time" is hereby defined as that time reasonably necessary to
perform his required duties in a timely manner, but not less than forty (40)
hours per week, for fifty-two (52) weeks per year, less holidays, sick leave,
and vacation time in accordance with the then-prevailing policies of SGI as set
forth in the SGI Employee Handbook, which is hereby incorporated herein by this
reference.

More specifically Employee's duties shall include and he shall be responsible
for PDF and CDL Marketing, RR transportation issues, CDL upgrading, member of
Strategic Partner search team and such other duties as shall be assigned by the
President of the Company. If the duties or salary of Employee are materially
changed without the consent of Employee, then such change may at the option of
Employee be deemed to be a termination without cause.

4. Compensation. As full compensation for Employee's services hereunder, SGI
agrees to pay Employee the following:

(a) Employee shall receive a salary in the amount set forth in Exhibit A,
attached hereto and incorporated herein, for the first year of this Agreement,
payable on the fifteenth and last day of each month. Employee shall also be
covered by SGI's group medical insurance, and such other group benefits granted
to employees pursuant to the then prevailing policies of SGI.

(b) As additional compensation incentive compensation, SGI warrants and options
in an amount to be decided in the sole discretion of SGI's Board of Directors.

(c) As further incentive compensation, such bonuses and benefits as SGI's Board
of Directors, in its sole discretion, shall determine.

(d) Compensation shall be reviewed by SGI and Employee at least annually.

5. Involuntary Termination. Employer shall give Employee ninety (90) days
advance written notice of any termination (excepting for terminations in
accordance with Sections 5(a) and 5(b) below) describing therein the reasons for
such termination. This Agreement shall be deemed terminated and the employment
relationship between SGI and Employee severed upon the occurrence of any of the
following:

(a) Employee dies or is physically disabled and unable to work.
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(b) Employee is discharged by SGI for Cause, which shall mean and include only
the commission of a felony, gross insubordination or where Employee through
gross negligence fails or refuses to faithfully and diligently perform the
duties of his employment. Employee shall not be deemed to have committed an act
of gross insubordination if Employee refuses to commit an act which is against
public policy or is deemed to be dishonest.

6. Voluntary Termination. Employee may voluntarily terminate at any time by
giving Employer thirty (30) days written notice of termination.

7. Rights Upon Termination. In the event this Agreement is terminated, any
salary due to Employee and any other money owing shall be paid to Employee, or
to his estate, as appropriate.

8. Confidentiality and General Relationship. Employee shall execute the
Company's customary confidentiality agreement concurrent with the execution of
this Agreement. Employee hereby acknowledges that certain proprietary and
confidential information of Company will be confidential even after any
termination of his employment. Employee shall be considered an employee of SGI
within the meaning of all 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.

9. Assignment. This Agreement can not be assigned by either party, provided that
it may be assigned to a third party purchasing all of the stock or substantially
all of the assets of SGI and provided such entity assumes all of the obligations
to Employee set forth in this Agreement and has the capability of performing
those obligations. In the event of any such assignment and assumption all
references to SGI contained herein shall be considered references to the entity
assuming the obligations of this Agreement.

10. 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
and shall not cause the invalidity of the remainder of this Agreement.

11. Prior Agreements. This Agreement contains the sole and entire agreement
between the parties with respect to the entire subject matter hereof, and any
and all prior discussions, negotiations, commitments, understandings, rules,
statements, standards and agreements relating to the contrary are hereby
superseded and terminated as of the Effective Date. No representations, whether
written or oral, express or implied, other than those contained herein.
Notwithstanding, the above nothing in this Agreement shall act to terminate or
supercede any confidentiality or non-disclosure agreement between SGI and
Employee.

12. 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.

13. Miscellaneous. (a) The failure of either party at any time to require
performance in accordance with the strict terms of this Agreement shall in no
way effect the other such party's rights thereafter to enforce the same, except
as specifically described herein, nor shall the waiver of any breach of any
provision hereof be held to be a waiver of any succeeding breach of any
provision or a waiver of the provision itself.

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

(c) This Agreement shall be interpreted in accordance with the laws of the
State of California.

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

SGI International, a Utah Corporation           Employee

By: /S/ JOSEPH A. SAVOCA
--------------------------------                ----------------------
Joseph A. Savoca, Chairman/CEO                  Employee Name