-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HTJgPfm5s0fVZVFAp3/udQFvxiXBCuHY6/KLmV0+PaebepABV8K8NEiZ1J7WXOCg RoEjbS7xZe2FccmQHC4BOg== 0000737955-98-000070.txt : 19981204 0000737955-98-000070.hdr.sgml : 19981204 ACCESSION NUMBER: 0000737955-98-000070 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 18 FILED AS OF DATE: 19981202 EFFECTIVENESS DATE: 19981202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SGI INTERNATIONAL CENTRAL INDEX KEY: 0000737955 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ENGINEERING SERVICES [8711] IRS NUMBER: 330119035 STATE OF INCORPORATION: UT FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-68269 FILM NUMBER: 98763053 BUSINESS ADDRESS: STREET 1: 1200 PROSPECT ST STE 325 CITY: LA JOLLA STATE: CA ZIP: 92037 BUSINESS PHONE: 6195511090 MAIL ADDRESS: STREET 1: 1200 PROSPECT STREET STE 325 CITY: LA JOLLA STATE: CA ZIP: 92037 FORMER COMPANY: FORMER CONFORMED NAME: VISION DEVELOPMENT INC DATE OF NAME CHANGE: 19850807 S-8 1 REGISTRATION STATEMENT As filed with the Securities and Exchange Commission on December 2, 1998 File No. 2-93124 ============================================================================= UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ============= FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SGI INTERNATIONAL (Exact Name of Registrant as Specified in its Charter) ===================== Utah (State or Other Jurisdiction of Incorporation) 33-0119035 (I.R.S. Employer Identification No.) 1200 Prospect Street, Suite 325, La Jolla, California, CA 92037 (Address of Registrant's Principal Executive Office) Standard Executive Employment Agreement dated as of January 1, 1996, July 1, 1996, March 1, 1997, July 9, 1997, Non-Standard Executive Employment Agreement dated as of August 5, 1997, January 13, 1998, Standard Employment Agreement dated as of January 1, 1996, March 4, 1996, March 18, 1996, May 23, 1996, July 18, 1996, July 29, 1996, August 1, 1996, September 30, 1996, November 12, 1996, December 12, 1996, December 18, 1996, December 30, 1996, February 11, 1997, Standard Executive Employment Agreement (AMS) dated as of January 1, 1996, July 14, 1997, Standard Employment Agreement (AMS) dated as of July 25, 1996, Standard Directors Agreements dated as of July 1, 1995, August 1, 1996, Non-Standard Consulting Agreement dated September 19, 1995, February 27, 1996, July 12, 1996, May 12, 1997, December 15, 1997, August 17, 1998, January 5, 1998, October 1, 1998, October 21, 1998 (Full title of the plan) - ------------------------------------------------------------------------------- Joseph A. Savoca Chief Executive Officer c/o SGI International 1200 Prospect Street, Suite 325 La Jolla, California 92037 (Name and address of agent for service) 619/551-1090 (Telephone number, including area code, of agent for service) - ------------------------------------------------------------------------------- Copies of correspondence to: David A. Fisher Fisher Thurber, LLP 4225 Executive Square, Suite 1600 La Jolla, California 92037-1483 (619) 535-9400 Calculation of Registration Fee - --------------------------------------- Title of Securities Amount to be Proposed Maximum Proposed Amount of to be Registered (2) Registered (1) Offering Price Maximum Aggregate Registration per share (1) Offering Price (2) Fee - -------------------- ---------------- ------------------ ------------------ ------------------ Common Stock, 1,045,250 shares $ 1.17 $ 1,222,943 $ 360.77 No Par Value (1) Solely for the purpose of determining the registration fee, based on the weighted average exercise price of the common shares underlying the Warrants which may be exercised in connection with the referenced Employment and Consulting Agreements. (2) Relates solely to the common stock underlying the warrants issued in connection with the referenced employment and consulting agreements.
PART I - ------------- Item 1. Plan Information Not Applicable Item 2. Registrant Information and Employee Plan Annual Information Not Applicable PART II - ------------- Item 3. Incorporation of Documents by Reference The following documents, which have been filed with the Securities and Exchange Commission, are hereby incorporated by reference as of their respective dates as a part hereof: (a) The Company's Annual Report on Form 10-K/A for the year ended December 31, 1997; (b) The Quarterly Reports on Form 10-Q for the quarters ended March 31, 1998, June 30, 1998 and September 30, 1998. (c) The description of the Common Stock contained in the Company's Registration Statement on Form 8-A dated April 6, 1988, as amended by an amendment to Application or Report on Form 8 dated April 13, 1988. Additionally, all documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), prior to the filing of a post-effective amendment hereto which indicates that all of the shares of the Common Stock offered hereby have been sold or which deregisters all such shares then remaining unsold, shall be deemed to be incorporated by reference herein and to be part hereof from the date of filing of such documents. Item 4. Description of Securities Not applicable. Item 5. Interests of Named Experts and Counsel David Fisher, a partner in Fisher Thurber, counsel to the Company owns a warrant to purchase 10,000 shares of common stock of the Company at $2.00 per share. Item 6. Indemnification of Directors and Officers Under the Company's Bylaws, and in accordance with Section 16-10a-901 et seq. of the Utah Revised Business Corporation Act ("Utah Corporation Act"), the Company shall indemnify any person who was or is a party or is threatened to made a party to any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was a director or officer of the Company, or is or was serving at the request of the Company as an officer or director or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses reasonably incurred by him or imposed on him in the connection with or resulting from the defense of such action, suit or other proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company, and with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that the person did not act in good faith or in a manner which he reasonably believed to be in or not opposed to the best interests of the Company, or with respect to any criminal action or proceeding, that the person had reasonable cause to believe that his conduct was unlawful. The Company's Bylaws provide the Company shall pay for expenses incurred defending a civil or criminal action, suit or proceeding against a director or officer of the Company, and shall be paid in advance of the final disposition of the action, suit or proceeding, upon receipt of an undertaking by or on behalf of the officer or director, that he shall repay the amount advanced, if it is ultimately determined he is not entitled to be indemnified by the Company. The Board of Directors shall approve such undertaking, but shall be liberal with respect to the requirements for the undertaking, to promote the beneficial and remedial purposes of protecting those persons who serve as directors and officers. The Company's Bylaws also provide the Company may purchase and maintain insurance on behalf of any person who is or was a director or officer, or employee of the Company, or is or was serving at the request of another 2 corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him or incurred by him in any capacity, or arising out of his status as such, whether or not the Company would have the power to indemnify him against liability under the provisions of the Bylaws. Section 16-10a-901 et seq. of the Utah Corporation Act provides for the indemnification of officers, directors and agents of the Company against expenses, judgments, fines and amounts paid in settlement under certain conditions and subject to certain limitations. The Company currently maintains officer and director liability insurance with policy limits of $2,000,000. Pursuant to authorization provided under the Bylaws and the Utah Corporation Act, the Company has entered into indemnification agreements with each of its directors and officers. Generally, the indemnification agreements attempt to provide the maximum protection permitted by Utah law as it may be amended from time to time. Moreover, the indemnification agreements provide for certain additional indemnification. Under such additional indemnification provisions, however, an individual will not receive indemnification for judgments, settlements or expenses if he or she is found liable to the Company (except to the extent the court determines he or she is fairly and reasonably entitled to indemnity for expenses), for settlements not approved by the Company or for settlements and expenses if the settlement is not approved by the court. The indemnification agreements provide for the Company to advance to the individual any and all reasonable expenses (including legal fees and expenses) incurred in investigating or defending any such action, suit or proceeding. The individual must repay such advances upon a final judicial decision that he or she is not entitled to indemnification. The Company's Bylaws contain a provision of similar effect relating to advancement or expenses to a director or officer, subject to an undertaking to repay if it is ultimately determined that indemnification is unavailable. Item 7. Exemption from Registration Claimed Not applicable. Item 8. Exhibits The following exhibits are filed pursuant to Item 601 of Regulation S-K: 4.20 Form of Standard Executive Employment Agreement (SGI) dated as of January 1, 1996 (except where noted) between Registrant and: Ernest P. Esztergar; Richard Gibbens; R. Brent Lassetter; John R. Taylor; Joseph A. Savoca; Ming Wang; David Newman (7/01/96); David Philips (7/01/96)(2). Robert Walty (3/1/97); Larry Wiese (3/1/97); George Donlou (7/9/97) (2). 4.20.1 Non Standard Executive Employment Agreement (SGI) dated as of August 5, 1997 between Registrant and Marvin Schwedock.(2) 4.20.2 Form of Non Standard Executive Employment Agreement (SGI) dated as of January 13, 1998, between Registrant and Ronald Lukasiewicz. (2) 4.21 Form of Standard Employment Agreement (SGI) dated as of January 1, 1996 (except where noted) between Registrant and: Nancy Propp; Claudine Savatt; Kimberly Krmpotich (03/18/96); Barry Meisen (5/23/96); Jessica Yates (12/2/96); Gina Hilton (7/18/96); James LaBar (3/4/96); Casey Laris (9/30/96); Scott Reynolds (11/12/96); Tanya Schaffer (8/1/96); Eric Weiner (7/29/96)(2). Rowena Bunnell (2/11/97); Tatyana Kuperman (12/30/96); Joshua Li (12/18/96)(2). 4.22 Form of Standard Executive Employment Agreement (AMS) dated as of January 1, 1996, (except where noted) between Registrant's subsidiary and; Clarence Dyksterhuis, Amir Modarres-Khiabani (1). Kevin Charbonneau (7/14/97) (2). 4.23 Form of Standard Employment Agreement (AMS) dated as of July 25, 1996, between Registrant's subsidiary and: Steve Rodriques; Carl Timmerman; Gary Vasey; Dave Burrows; Neil DeGuire; Mitch Johnson; Douglas King; Kathy Brickman.(2) 4.24 Form of Standard Directors Agreement dated as of July 1, 1995, (except where noted) between Registrant and Norman Grant, William Kerr, William Harris (8/1/96), Bernard Baus (8/1/96). (2) 4.25 Non-Standard Consulting Agreement dated as of May 12, 1997, between Registrant and David A. Fisher. (2) 4.25.1 Form of Non-Standard Consulting Agreement dated February 27, 1996, between Registrant and Geoffrey Dolbear.(2) Ebbe Skov (9/19/95), Judith Ware (7/12/96)(1). 4.25.2 Form of Non-Standard Consulting Agreement between Registrant and Richard Redoutey (1/5/98); Ronald Lukasiewicz (12/15/97). (2) 4.25.3 Non-Standard Consulting Agreement between Registrant and John W. Hart (8/17/98). (2) 3 4.25.4 Form of Non-Standard Consulting Agreement dated October 1, 1998, between Registrant and Jeffrey Montag; Thomas Hoover; Jeffrey Breault. (2) 4.25.5 Form of Non-Standard Consulting Agreement dated October 21, 1998, between Registrant and William Davis; John Russo. (2) 4.25.6 Form of Non-Standard Consulting Agreement dated October 21, 1998, between Registrant and Michael Rose. (2) 5. Opinion of Fisher Thurber, LLP. regarding the legality of the Common Stock registered hereby.(2) 23. Consent of J.H. Cohn LLP, Independent Auditors.(2) 23.1 Consent of Ernst & Young LLP. (2) 23.2 Consent of Fisher Thurber, LLP.(include in Exhibit 5).(2) (1) Incorporated by reference to Registration Statement on Form S-8 (File No. 2-93124) filed dated December 27, 1996. (2) Filed herewith. Item 9. Undertakings The Company hereby undertakes: (1) To file, during any period in which offers or sales of the Common Stock are being made, a post-effective amendment to this registration statement: (i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933, as amended (the "Securities Act"); (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; provided that if the information in paragraphs (i) and (ii) above and to be included in a post-effective amendment hereto is contained in periodic reports filed by the registrant pursuant to section 13 or section 15(d) of the Exchange Act and is incorporated by reference in the S-8 Registration Statement, no post-effective amendment hereto shall be filed; (2) that, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. Additionally, the undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Company's annual report pursuant to section 13(a) or section 15(d) of the Exchange Act (and where applicable, each filing of an employee benefit plan's annual report pursuant to section 15(d) of the Exchange Act), that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Company pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expense incurred or paid by a director, officer or controlling person in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. 4 SIGNATURES - ------------ Pursuant to the requirements of the Securities Act of 1933, the Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of La Jolla, State of California, on December 2, 1998. SGI INTERNATIONAL By: /s/ Joseph A. Savoca - --------------------------------- Joseph A. Savoca, Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated. Signature Title Date ========= ====== ======== Chairman of the Board and Chief Executive Officer /s/Joseph A. Savoca - --------------------- December 2, 1998 Joseph A. Savoca Director /s/Ernest P. Esztergar - --------------------- December 2, 1998 Ernest P. Esztergar Director /s/Norman A. Grant - --------------------- December 2, 1998 Norman A. Grant Director /s/William A. Kerr - --------------------- December 2, 1998 William A. Kerr Director /s/ Bernard V. Baus - --------------------- December 2, 1998 Bernard V. Baus Director /s/ William R. Harris - --------------------- December 2, 1998 William R. Harris Director /s/ James W. Mahler - --------------------- December 2, 1998 James W. Mahler 5 Exhibit Index - --------------- No. Description 4.20 Form of Standard Executive Employment Agreement (SGI) between Registrant and: Robert Walty (3/1/97); Larry Wiese (3/1/97); George Donlou (7/9/97). 4.20.1 Non-Standard Executive Employment Agreement (SGI) dated as of August 5, 1997 between Registrant and Marvin Schwedock. 4.20.2 Non-Standard Executive Employment Agreement (SGI) dated as of January 13, 1998, between Registrant and Ronald Lukasiewicz. 4.21 Form of Standard Employment Agreement (SGI) between Registrant and: Rowena Bunnell (2/11/97); Tatyana Kuperman (12/30/96); Joshua Li (12/18/96). 4.22 Form of Standard Executive Employment Agreement (AMS) dated as of July 14, 1997, between Registrant's subsidiary and; Kevin Charbonneau. 4.23 Form of Standard Employment Agreement (AMS) dated as of July 25, 1996, between Registrant's subsidiary and: Steve Rodriques; Carl Timmerman; Gary Vasey; Dave Burrows; Neil DeGuire; Mitch Johnson; Douglas King; Kathy Brickman. 4.24 Form of Standard Directors Agreement dated as of July 1, 1995, (except where noted) between Registrant and Norman Grant, William Kerr, William Harris (8/1/96), Bernard Baus (8/1/96). 4.25 Non-Standard Consulting Agreement dated as of May 12, 1997, between Registrant and David A. Fisher. 4.25.1 Form of Non-Standard Consulting Agreement dated February 27, 1996, between Registrant and Geoffrey Dolbear. 4.25.2 Form of Non-Standard Consulting Agreement between Registrant and Richard Redoutey (1/5/98); Ronald Lukasiewicz (12/15/97). 4.25.3 Form of Non Standard Consulting Agreement between Registrant and John W. Hart (8/17/98). 4.25.4 Form of Non Standard Consulting Agreement dated October 1, 1998, between Registrant and Jeffrey Montag; Thomas Hoover; Jeffrey Breault. 4.25.5 Form of Non Standard Consulting Agreement dated October 21, 1998, between Registrant and William Davis; John Russo. 4.25.6 Form of Non-Standard Consulting Agreement dated October 21, 1998, between Registrant and Michael Rose. 5. Opinion of Fisher Thurber, LLP. regarding the legality of the Common Stock registered hereby. 23. Consent of J.H. Cohn LLP, Independent Accountants. 23.1 Consent of Ernst & Young LLP. 23.2 Consent of Fisher Thurber, LLP.(included in Exhibit 5). 6 EX-4.20 2 FORM OF STANDARD EXECUTIVE EMPLOYMENT AGREEMENT This SGI EXECUTIVE EMPLOYMENT AGREEMENT ("Agreement") is effective as of the ____ day of ____, 19__, (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 term of this Agreement shall commence on the Effective Date and terminate on December 31, 1998, notice of termination by Employer is given in writing Ninety (90) days prior to the initial termination or any extended termination date, and provided further, that the Agreement has not already been terminated earlier pursuant to Section 5. If the Agreement is not so terminated at the end of the original term or any succeeding term, and the Agreement has not been terminated pursuant to Section 5, then it shall be automatically extended for an additional one 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 chance in the composition of the board of directors, then this Agreement shall be extended on the date of such change of management control for an additional one (1) year term, subject to termination and renewal as described above. 3. Duties. 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. Employee's performance shall be reviewed at least annually by SGI. 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 incentive compensation, SGI Warrants in an amount to be decided in the sole discretion of SGI's Board of Directors, provided, however, that a warrant in an amount set forth on Exhibit A shall be issued as of the Effective Date. (c) As further incentive compensation, such bonuses and benefits as SGI's Board of Directors, in its sole discretion, shall determine, provided, however, that certain additional compensation payable once only is also set forth on Exhibit A. (d) Employee shall also be paid his actual costs of moving from _________ to ________ up to an amount of $________. (e) Compensation shall be reviewed by SGI and Employee at least annually. 5. Involuntary 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. (b) Employee fails or refuses to faithfully and diligently perform the usual customary duties of his employment or adhere to the reasonable policies, standards, and regulations of SGI, which from time to time may be established. (c) Employee is discharged by SGI for cause. 6. Voluntary Termination. Employee may voluntarily terminate at any time by giving Employer two weeks written notice of termination. 7. Rights Upon Termination. In the event this Agreement is terminated, any amount due to Employee shall be prorated as of the date of termination and paid to the Employee, or to his estate, as appropriate. 7 8. General Relationship. 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. 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 and agreements relating thereto are hereby superseded and terminated as of the Effective Date. No representations, whether written or oral, express or implied, other than those contained herein, have been made by any party hereto. 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 by 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, 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 8 EX-4.20.1 3 NON STANDARD EXECUTIVE EMPLOYMENT AGREEMENT This SGI EXECUTIVE EMPLOYMENT AGREEMENT ("Agreement") is effective as of the 5th day of August, 1997, (the "Effective Date"), by and between SGI International, a Utah Corporation ("SGI"), and Marvin J. Schwedock, Ph.D., 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 term of this Agreement shall commence on the Effective Date and terminate on December 31, 1998, notice of termination by Employer is given in writing Ninety (90) days prior to the initial termination or any extended termination date, and provided further, that the Agreement has not already been terminated earlier pursuant to Section 7. If the Agreement is not so terminated at the end of the original term or any succeeding term, and the Agreement has not been terminated pursuant to Section 7, then it shall be automatically extended for an additional one 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, with the employee retaining his present position, compensation and employent location, on the date of such change of management control for an additional one (1) year term, subject to termination and renewal as described above. 3. Duties. 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 and sick leave 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. Employee's performance shall be reviewed at least annually by SGI. 4. Vacation. Two weeks for 1997 including scheduled vacation for September 30 - October 6; three weeks for 1998-2001; four weeks in 2002 and beyond. Since pro-rata vacation for 1997 would be 5/12 x 15 days or 6.2 days, and Employee plans to take 10 days (two weeks) vacation, Employee agrees to spend 3.8 days at OCET to provide input on the PDU prior to Employee's official start date at times to be mutually agreed upon. 5. 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 further incentive compensation, such bonuses and benefits as SGI's Board of Directors, in its sole discretion, shall determine. (c) Compensation shall be reviewed by SGI and Employee at least annually. 6. Bonus. Employee will be eligible to participate in SGI's stock bonus plan(s) following six (6) months of service. Bonuses are based on performance and awarded in the form of stock warrants issued at a strike price equal to the closing stock price at the date of issue and exercisable one year from the date of issue. Bonuses are discretionary, awarded on individual performance, and not directly tied to company performance or stock price, although consideration is given to stock price in the timing of bonuses. 7. Involuntary 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. (b) Employee fails or refuses to faithfully and diligently perform the usual customary duties of his employment or adhere to the reasonable policies, standards, and regulations of SGI, which from time to time may be established. (c) Employee is discharged by SGI for cause. 9 8. Voluntary Termination. Employee may voluntarily terminate at any time by giving Employer two weeks written notice of termination. 9. Rights Upon Termination. In the event this Agreement is terminated, any amount due to Employee shall be prorated as of the date of termination and paid to the Employee, or to his estate, as appropriate. 10. General Relationship. 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. 11. Assignment. This Agreement can not be assigned by either party. 12. 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. 13. 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 and agreements relating thereto are hereby superseded and terminated as of the Effective Date. No representations, whether written or oral, express or implied, other than those contained herein, have been made by any party hereto. 14. 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. 15. Miscellaneous. (a) The failure of either party at any time to require performance by 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, 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 /s/ Marvin J. Schwedock - ---------------------------- ------------------------- Joseph A. Savoca, Chairman/CEO Marvin J. Schwedock, Ph.D. 10 EX-4.20.2 4 NON STANDARD EXECUTIVE EMPLOYMENT AGREEMENT This SGI EXECUTIVE EMPLOYMENT AGREEMENT ("Agreement") is effective as of the 13th day of January 1998 (the "Effective Date"), by and between SGI International, a Utah Corporation ("SGI"), and Dr. Ronald J. Lukasiewicz, 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 employment to begin on March 1, 1998, and salary to be paid based on a prorated basis for hours worked from the Effective Date to March 1, 1998, with SGI on the terms and conditions set forth in this Agreement. 2. Term of Employment. The term of this Agreement shall commence on the Effective Date and terminate on December 31, 1998, provided notice of termination by Employer is given in writing Ninety (90) days prior to the initial termination or any extended termination date, and provided further, that the Agreement has not already been terminated earlier pursuant to Section 5. If the Agreement is not so terminated at the end of the original term or any succeeding term, and the Agreement has not been terminated pursuant to Section 5, then it shall be automatically extended for an additional one 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 change of management control for an additional one (1) year term, with salary, position and location to remain the same, subject to termination and renewal as described above. 3. Duties. 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. Employee's performance shall be reviewed at least annually by SGI. 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 incentive compensation, SGI Warrants 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. (e) Reimbursement for reasonable expenses of relocating to San Diego, including all reasonable expenses for insuring, packing, crating, shipping and unpacking household furnishings and personal effects, including in-transit storage charges for up to 30 days, if necessary, not to exceed $10,000.00. In lieu of direct reimbursement for costs associated to the sale of your current residence and purchase of a new residence in San Diego and other costs of relocation, you will be given warrants for 30,000 shares of SGI restricted common stock, which will be registered at the next S-8 registration of employee stock. The filing for this stock will be executed in January of 1998. 5. Involuntary 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. (b) Employee fails or refuses to faithfully and diligently perform the usual customary duties of his employment or adhere to the reasonable policies, standards, and regulations of SGI, which from time to time may be established. (c) Employee is discharged by SGI for cause. 11 6. Voluntary Termination. Employee may voluntarily terminate at any time by giving Employer two weeks written notice of termination. 7. Rights Upon Termination. In the event this Agreement is terminated, any amount due to Employee shall be prorated as of the date of termination and paid to the Employee, or to his estate, as appropriate. 8. General Relationship. 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. 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 and agreements relating thereto are hereby superseded and terminated as of the Effective Date. No representations, whether written or oral, express or implied, other than those contained herein, have been made by any party hereto. 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, 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 /s/ Ronald J. Lukasiewicz - ----------------------------- ---------------------------- Joseph A. Savoca, Chairman/CEO Dr. Ronald J. Lukasiewicz 12 EX-4 5 FORM OF STANDARD EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT ("Agreement") is effective as of this ___ day of_________, 19__ (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 term of this Agreement shall commence on the Effective Date and continue until terminated, which may be done by either party at any time on fourteen (14) days written notice to the other party. 3. Duties. Employee shall devote his full productive time to the duties assigned to him. AFull 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. 4. Compensation. In consideration of Employee=s performing the duties described herein, SGI agrees to compensate employee as set forth in Exhibit A, attached hereto and incorporated herein, payable on the fifteenth and the 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. Employee shall also receive: (a) As incentive compensation, such bonuses and benefits as SGI's Board of Directors, in its sole discretion, shall determine. (b) As further incentive compensation, SGI Warrants in an amount to be decided in the sole discretion of SGI=s Board of Directors. (c) Reimbursement of reasonable business expenses incurred by Employee in accordance with SGI=s policies. (d) Compensation shall be reviewed by SGI and Employee at least annually. 5. Integration. This Agreement shall not be modified or amended, except by a writing signed by both parties. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed at La Jolla, California. SGI International Employee Name 1200 Prospect Street, Ste. 325 Address La Jolla, CA 92037 City, State Zip By: /s/ Joseph A. Savoca Employee - --------------------------- Signature Joseph A. Savoca Name Chairman/CEO 13 EX-4.22 6 STANDARD AMS EXECUTIVE EMPLOYMENT AGREEMENT This Assembly and Manufacturing Systems Executive Employment Agreement ("Agreement") is effective as of this the 14th day of July, 1997 (the "Effective Date"), by and between Assembly & Manufacturing Systems, Inc., a California Corporation ("AMS"), and Kevin Charbonneau, an individual ("Employee"). In consideration of the mutual agreements and the promises herein contained, the parties hereto agree as 1. Employment. AMS hereby employs Employee and Employee hereby accepts employment with AMS on the terms and conditions set forth in this Agreement. 2. Term of Employment. The term of this agreement shall commence on the effective Date and continue until terminated, provided notice of termination by Employer is given in writing Ninety (90) days prior to the initial termination or any extended termination date, and provided further, that the Agreement has not already been terminated earlier pursuant to Section 5. If the Agreement is not so terminated at the end of the original term or any succeeding term and the Agreement has not been terminated pursuant to Section 5, then it shall be automatically extended for an additional one year period. Notwithstanding the above, in the event that AMS is acquired, merged into another corporation, or there is a change of management control at AMS brought about by a change in the composition of the board of directors, then this Agreement shall be extended on the date of such change of management control for a additional one(l) year term, subject to termination and renewal as described above. 3. Duties. 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 AMS. Employee's performance shall be reviewed at least annually by AMS. 4. Compensation. As full compensation for Employee's services, AMS 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 the Agreement, payable weekly. Employee shall also be covered by AMS's group medical insurance, and such other group benefits granted to employees pursuant to the then prevailing policies of AMS. (b) As further incentive compensation, SGI Warrants 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 AMS's Board of Directors, in its sole discretion, shall determine. (d) Compensation shall be reviewed by AMS and Employee at least annually. 5. Involuntary Termination. This Agreement shall be deemed terminated and the employment relationship between AMS and Employee severed upon the occurrence of any of the following: (a) Employee dies. (b) Employee fails or refused to faithfully and diligently perform the usual customary duties of his employment or adhere to the reasonable policies, standards, and regulations of AMS, which from time to time may be established (c) Employee is discharged by AMS for cause. 6. Voluntary Termination. Employee may voluntarily terminate at any time by giving Employer two weeks written notice of termination. 7. Rights Upon Termination. In the event this Agreement is terminated, any amount due to Employee shall be prorated as of the date of termination and paid to the Employee, or the his estate, as appropriate. 8. General Relationship. Employee shall be considered an employee of AMS 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. 14 9. Assignment. This Agreement cannot be assigned by either party. 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 the Agreement. 11. Prior Agreements. This Agreement contains the sole and entire agreement between the parities with respect to the entire subject matter hereof, and any and all prior discussions, negotiations, commitments, understandings and agreements relating thereto are hereby superseded and terminated as of the Effective Date. No representations, whether written or oral, express or implied other than those contained herein, have been made by any party hereto. 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 by in accordance with the strict tams of this Agreement shall in no way effect such party's rights thereafter to enforce the same, 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 in 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 Simi Valley, California. Assembly & Manufacturing Systems, Inc. A California Corporation 2222 Shasta Way Simi Valley, CA 93065 Employee By: /s/ Dominick S. Savo /s/ Kevin Charbonneau - ----------------------------- ----------------------- Dominick S. Savo Kevin Charbonneau President 15 EX-4.23 7 STANDARD AMS EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT ("Agreement") is effective as of this 25th day of July, 1996 (the "Effective Date"), by and between Assembly & Manufacturing Systems Inc., a California Corporation ("AMS"), and______________, an individual ("Employee"). In consideration of the mutual agreements and the promises herein contained, the parties hereto agree as follows: 1. Employment. AMS hereby employs Employee and Employee hereby accepts employment with AMS on the terms and conditions set forth in this Agreement. 2. Term of Employment. The term of this Agreement shall commence on the Effective Date and continue until terminated, which may be done by either party at any time on fourteen (14) days written notice to the other party. 3. Duties. Employee shall devote his full productive time to the duties assigned to him. AFull 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 AMS. Employee's performance shall be reviewed at least annually by AMS. 4. Compensation. In consideration of Employee's performing the duties described herein, AMS agrees to compensate employee at the rate of ________________per hour. Employee shall also be covered by AMS's Group Medical Insurance, and such other group benefits granted to employees pursuant to the then prevailing policies of AMS. Employee shall also receive: (a) As incentive compensation, such bonuses and benefits as AMS's Board of Directors, in its sole discretion, shall determine. (b) As further incentive compensation, SGI Warrants in an amount to be decided in the sole discretion of SGI=s Board of Directors. (c) Reimbursement of reasonable business expenses incurred by Employee in accordance with AMS=s policies. (d) Compensation shall be reviewed by AMS and Employee at least annually. 5. Integration. This Agreement shall not be modified or amended, except by a writing signed by both parties. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed at Simi Valley, California. Assembly & Manufacturing Systems, Inc. Employee 2222 Shasta Way Simi Valley, CA 93065 By: /s/ Dominick Savo - ------------------------------- ------------------------ Dominick S. Savo, Employee President 16 EX-4.24 8 FORM OF STANDARD DIRECTORS AGREEMENT This SGI DIRECTOR AGREEMENT ("Agreement") is effective as of the ___ day of _____, 19___ (the "Effective Date"), by and between 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 By /s/ Joseph A. Savoca - --------------------------- Director - --------------------------- Signatures 17 EX-4.25 9 ADDENDUM NO. 1 TO ATTORNEY CLIENT FEE AGREEMENT This addendum No. 1 to the Attorney Client Fee Agreement between SGI International ("SGI") and Fisher Thurber LLP dated March 12, 1992 ("Fee Agreement") is effective May 12, 1997. The fee Agreement is incorporated herein by this reference. The terms of this Addendum No. 1 shall supplement and shall not prevail over or suspersede any terms of the Fee Agreement. Section 4 of the Fee Agreement is amended to add the folowing to the last sentence therein: 1.In consideration for legal services provided by Fisher Thurber LLP, SGI may, upon resolution of its Board of Directors, at its election at one time or from time to time grant to Fisher Thurber LLP securities of SGI in any manner or upon any terms which are accepted by Fisher Thurber LLP. SGI does hereby acknowledge it is granting a warrant to purchase 10,000 shares of common stock of SGI at $2.00 per share to Fisher Thurber LLP, and Fisher Thurber LLP does hereby accept such warrant. Counterparts. - ------------- This Addendum No. 1 may be executed in one or more counterparts, each of which shall be an original and all of which together shall be one and the same. Ratification. - ------------ Except as set forth in this Addendum No. 1, each party reaffirms and ratifies the terms of the Fee Agreement and confirms the Fee Agreement remains in full force and effect. SGI International By: /s/Joseph A. Savoca ---------------------- Joseph A. Savoca Fisher Thurber LLP By: /s/ David Fisher --------------------- David Fisher 18 EX-4.25.1 10 FORM OF NON STANDARD CONSULTING AGREEMENT This Consulting Agreement ("Agreement") is entered into this ___day of __________, by and between SGI International, a Utah corporation ("SGI") and _________________ ("Consultant"). 1. Performance by Consultant. Consultant agrees to provide consulting services (the "Services") relating to the development of the OCET technology. Such Services will include consultation relative to the performance, data, measurement, analysis, and recommendations as to the development and improvement of the OCET technology. The Services shall also include, but not be limited to, advice, assistance, and information supplied by Consultant, or developed with the use of any of Consultant's information, equipment, personnel, goods or facilities. The specific tasks will be agreed to in writing and attached to this Agreement as a Statement of Work or as a Supplemental Statement of Work by SGI's Technical Director, Dr. Ernest Esztergar and ______________________. 2. Payment for Services. a. Consulting Fee. SGI agrees to pay Consultant for the Services at the rate of _____________a day for an eight hour day. The compensation shall be prorated for any portion of a day worked by Consultant and shall also be prorated between payment in cash and in stock as described herein. _____________of such _______________rate shall be paid in cash and the remainder shall be paid in stock. The amount of such stock shall be determined by dividing the amount to be paid in stock by the closing bid price of SGII as of the date of the invoice submitted by Consultant. b. Expenses. Consultant shall be reimbursed for reasonable expenses, including but not limited to travel, long distance telephone charges, and mileage at the rate of $.315 a mile. c. Invoices. Consultant shall invoice SGI monthly for Services rendered during the preceding month. The invoice will describe the work performed during such period, set out the hours of work by day and by task and reflect the amount and details of any expenses. Consultant agrees that SGI may audit the billing and expense documentation for a period of one year from the date of the invoice submittal. All invoices will be due and payable by SGI within thirty (30) days after receipt. Payments will be made to ________________________., ADDRESS, CITY, STATE ZIP 3. Obligations of Consultant. a. Key Person. SGI and _________ agree that the Services will be performed personally by ___________________. If the services are not performed by ___________________ then SGI has the right to terminate this Agreement immediately. b. Consultations, Reports. Consultant agrees to make available _______________ for any meetings requested by SGI. If SGI requests it, Consultant shall also prepare and submit to SGI each month a written report setting forth the status of such work performed by Dolbear in a format to be mutually agreed upon by Consultant and SGI. c. Regeneration of Lost or Damaged Data. With respect to any data which Consultant has lost or damaged, Consultant shall, at its own expenses, promptly replace or regenerate such data from Consultant's own information, or obtain, at Consultant's own expense, new data by reperforming work or recovering damaged data from Consultant's or SGI's data sources. 4. Obligations of SGI. SGI agrees to make available to Consultant, upon reasonable notice, computer programs, data, and any documentation required by Consultant to complete the Services. 5. Statements of Work. a. Supplements. When required by SGI, the parties shall in good faith negotiate Supplemental Statements of Work ("Supplements"), each of which upon signing shall be deemed a part of this Agreement. Supplements, which shall be entered into as required by SGI, shall be substantially in the form of Appendix B hereto. Unless otherwise agreed in a Supplement, the following provisions shall govern Supplements generally: i. Term. In the absence of an express provision for the duration or early termination of a Supplement, such agreements shall be terminable without cause on thirty (30) days written notice by either party to the other. ii. Payment. Supplements may call for lump sum or periodic payments, or payments against performance milestones, and for compensation based on time and materials or on a fixed price. In the event the payment defined in a Supplement is different than the payment described in the body of the Agreement, the terms of the Supplement shall govern. 19 iii. Specifications. Supplements shall include specific descriptions of the tasks and scope of work to be accomplished by Consultant. b. Costs of Negotiation. Consultant shall not bill SGI for any of its costs in putting together a Supplement and if any Supplement is not finalized then Consultant shall bear its own costs relating to such negotiation. Further, the fact that the parties negotiate a Supplement, but do not finalize it, shall not constitute any obligation on the part of SGI to make any payment to Consultant. c. Other. Each Supplement may contain such additional terms and conditions as may be mutually agreed to by the parties. In the event of any conflict between the terms of this Agreement and any Supplement, the terms of the Supplement shall govern. In the event, there is no conflict then the Supplement shall be considered an integrated part of this Agreement. 6. Ownership. Consultant agrees that SGI is the owner of all right, title and interest in the technical information and data (the "Technical Information") relating to the drying, cleaning and other processing of coal, bitumen, crude oil, resid and other carbonaceous material and oil materials, as well as any developments or improvements related thereto, as well as any related process control technology, computational techniques or related trade secrets or intellectual property. SGI shall also own all other related material used by, developed for, or paid for, by it in connection with the performance of any Services provided by Consultant before or after the date set forth above. 7. Confidentiality and Disclosure. a. Disclosure. Consultant desires to have the Technical Information disclosed to him to enable him to render the Services to SGI, including but not limited to the following: evaluation and development of SGI's OCET Technology, which can be used for converting bitumens and heavy oils to clean solid fuels, transportation fuels, light distillates, and other uses. SGI is prepared to make such Technical Information as it deems necessary available to Consultant for the aforesaid purpose on the following understanding: For the purpose of this Agreement: The term "Technical Information and Data" shall not include any information which: (i) is "publically available" information. The phrase "publically available" information shall mean readily accessible to the public in a written publication, and shall not include information which is only available by a substantial searching of the published literature, and information the substance of which must be pieced together from a number of different publications and sources; (ii) is known to Consultant from sources other than SGI or its Affiliates prior to the receipt of the same hereunder from SGI or its Affiliates; (iii) is received by Consultant without restriction on disclosure from a third party who is legally in possession of such information and has a right to reveal the same to Consultant. (iv) Affiliate(s)" of SGI shall mean any person or entity directly or indirectly controlling, controlled by or under common control with SGI. (v) "Developments" shall mean and include inventions, discoveries, modifications, and improvements, whether patentable or not, together with the physical embodiment of same whether copyrightable or not, related to SGI's business. Notwithstanding anything herein to the contrary in this Agreement, Consultant shall have the right to use general skills and capabilities developed as a result of his performance of Services for his own benefit or the benefit of others subject to the obligations of Consultant set forth hereinafter. b. Confidentiality. Consultant agrees to hold the Technical Information in confidence and not to reproduce or disclose it to others nor to use it, except as herein authorized in writing or as may later be authorized in writing by SGI. c. Usage. Both parties agree that the Consultant may use such Technical Information in connection with, but only in connection with, the purpose previously stated herein. 8. Development and Assignment. a. Developments. Consultant recognizes that Developments have occurred and/or are expected and likely to occur in the future as the result of the performance of Consultant's Services, and Consultant covenants and agrees to hold all Developments as a result of the performance of such Services or based on SGI's Technical Information IN TRUST for the use and benefit of SGI, and hereby assigns and agrees to assign all such Developments to SGI. 20 b. Consultant Disclosure. Consultant shall promptly disclose in writing to SGI any and all Developments made by Consultant, and or any members of his staff, incident to or as a result of the performance of such Services; and Consultant hereby assigns and agrees to assign all of its right, title and interest, in all such Developments to SGI. All such Developments shall be treated as Technical Information of SGI and the obligations of this Agreement shall apply thereto. Consultant further agrees to and does hereby assign to SGI all right, title and interest in and to the intellectual property, rights, and processes or techniques embodying the Developments, including all rights of copyright or rights to patent or use as a trade secret such Developments, both within the United States and throughout the world. The obligations of Section 7 and 8 are continuing and shall survive the termination of the Agreement. c. Assignment Consultant shall execute and/or require his agents, servants or employees to execute all applications, assignments, or other instruments of any kind which SGI, at SGI's expense, shall deem proper or necessary to apply for, obtain and enforce letters patent and/or copyright of the United States or any foreign country or otherwise to protect SGI's interest in such Developments. d. Retention. Unless otherwise authorized in writing by SGI, all documents, drawings and writings provided to Consultant by SGI hereunder or developed by Consultant hereunder, and all copies thereof shall be returned promptly to SGI upon completion or termination of the Services hereunder. 9. Warranties. Consultant hereby warrants that he will carry out his work in accord with generally accepted practices. SGI's sole remedy shall consist of the reperformance of any disputed work. SGI must notify Consultant of any dissatisfaction with the work of Consultant within sixty (60) days after completion of the work in question. 10. Termination. This Agreement shall be effective on the Effective Date and continue in full force and effect until terminated by either party. Either party may terminate this Agreement on thirty (30) days notice to the other party. 11. Status, Liability, Indemnity. a. Independent Contractor. Consultant is and at all times during the term of this Agreement shall be an independent contractor providing professional consulting services to SGI. Nothing contained in this Agreement shall be construed to create a relationship of principal and agent, employer and employee, servant and master, partnership or joint venture between the parties. Consultant shall have no power to commit or bind SGI in any manner whatsoever. b. Liability-Indemnity. SGI shall have no liability to Consultant or to others for acts of Consultant. Consultant shall defend, indemnify, and hold harmless SGI from and against any and all claims of whatsoever kind and nature arising out of the negligent acts or omissions of Consultant, Consultant's employees or others acting for or representing Consultant. 12. Limitation of Liability. In no event shall either of the parties hereto be liable to the other for the payment of any consequential, indirect, or special damages, including lost profits. The provisions of this Section, shall not apply in any way to Consultant's obligations to replace, regenerate or obtain lost or damaged data or to indemnify any indemnified party. 13. Injunctive Relief. It is hereby understood and agreed that damages shall be an inadequate remedy in the event of a breach by Consultant of this Agreement and that any such breach by Consultant will cause SGI great and irreparable injury and damage. Accordingly, Consultant agrees that SGI shall be entitled, without waiving any additional rights or remedies otherwise available to SGI at law or in equity or by statute, to injunctive and other equitable relief in the event of a breach or intended or threatened breach by Consultant of this Agreement or any Supplement. 14. Assignment. a. Consent Required. Consultant shall not assign or subcontract the whole or any part of this Agreement without SGI's written consent, which can be withheld for any reason. b. Subcontracting. Any subcontract made by Consultant with the consent of SGI, which must be obtained before Consultant enters into any subcontract, shall incorporate by reference all of the terms of this Agreement. Consultant agrees to guarantee the performance of any subcontractor used in the performance of the Services. 15. Conflicting Assignments. During the term of this Agreement, Consultant shall not accept any conflicting assignments, which would put Consultant in a position where he would be rendering advice to a potential competitor of the OCET Technology or providing advice, which might disclose any of the techniques or Technical Information related to the OCET Technology. 21 16. Conformity with Laws. Consultant shall be responsible for compliance with all laws or regulations applicable to the Services being provided under this Agreement. Consultant shall directly receive, respond to, defend and be responsible for any citation, assessment, fine or penalty because of its failure to comply with such laws or regulations. Consultant also shall defend, indemnify and hold SGI harmless against any losses, costs, damages, or fines resulting from Consultant's failure to comply with such laws or regulations. 17. Disputes. If any dispute of any kind arises between the parties with respect to the Consultant's performance under this Agreement, then the dispute shall be submitted to arbitration in San Diego, California to the American Arbitration Association ("AAA"). The dispute shall be submitted to an arbitrator selected from a panel of arbitrators submitted to the parties by the AAA. If the parties fail to agree on an arbitrator, the AAA shall appoint an arbitrator and in the absence of such appointment, the parties may request an appointment by request to the San Diego Superior Court. Reasonable discovery shall be allowed in any such arbitration. The decision of the arbitrator shall be binding to the same extent as if the award were made by a court of competent jurisdiction. 18. Insurance Coverage. During the term of this Agreement Consultant shall obtain at its own expense and maintain in full force and effect the following insurance coverage in the amounts specified. 18.1 Employer's Liability Insurance. Consultant shall obtain, if applicable, and maintain Statutory Worker's Compensation and Employers Liability Insurance as required by law. 18.2 Automobile Bodily Injury and Property Damage Liability Insurance. Consultant shall obtain and maintain automobile bodily injury and property damage liability insurance covering automobiles owned by or hired by Consultant with limits of at least $100,000 each occurrence for bodily injury and for property damage. 19. Notices. Any and all notices and other communications hereunder shall be in writing and shall be deemed to have been duly given or received when delivered personally or forty-eight (48) hours after being mailed, via first class, postage prepaid, to the addresses set forth immediately below of the parties hereto or to such other addresses as either of the parties hereto may from time to time designate in writing to the other party. SGI: SGI International 1200 Prospect, Suite 325 La Jolla, California 90037 Attn.: Ernest P. Esztergar Consultant: ADDRESS CITY, STATE ZIP 20. Applicable Law. The provisions of this Agreement shall be construed and enforced in accordance with the laws of the State of California. 21. Entire Agreement and Amendments. This Agreement constitutes the entire understanding and agreement between the parties relating to the subject matter hereof and supersedes any prior written or oral understanding or agreement between the parties relating to the subject matter hereof. This Agreement shall not be amended, altered, or supplemented in any way except by an instrument in writing, signed by the duly authorized representative of the parties, that expressly references this Agreement. 22. Waivers. The failure or delay of either party to exercise or enforce at any time any of the provisions of this Agreement shall not constitute or be deemed a waiver of that party's right thereafter to enforce each and every provision of the Agreement and shall not otherwise affect the validity of this Agreement. 23. Severability. If any provision of this Agreement is finally determined to be contrary to, prohibited by, or invalid under applicable laws or regulations, such provision shall become inapplicable and shall be deemed omitted from this Agreement. Such determination shall not, however, in any way invalidate the remaining provisions of this Agreement. IN WITNESS WHEREOF, the parties have executed this Agreement on the day and in the year first above written. SGI Consultant SGI International, a Utah Corporation By: /s/ Ernest P. Esztergar By: ________________________________ ______________________ Ernest P. Esztergar 22 EX-4.25.2 11 FORM OF NON STANDARD CONSULTING AGREEMENT This Consulting Agreement ("Agreement") is entered into this ____ day of ______ 19__ (the "Effective Date"), by and between OCET Corporation, a Delaware Corporation ("OCET") and ___________________("Consultant"). 1. Performance by Consultant. Consultant agrees to provide consulting services (the "Services") per the attached addendum. Such Services will include consultation relative to the performance, data, measurement, analysis, and recommendations as to the development and improvement of the OCET Technology. The Services shall also include, but not be limited to, advice, assistance, and information supplied by Consultant, or developed with the use of any of Consultant's information, equipment, personnel, goods or facilities. The specific tasks will be agreed to in writing by Robert Walty and Consultant. 2. Payment for Services. a. Consulting Fee. OCET agrees to pay Consultant for the Services at the rate of ________per hour. The compensation shall be paid 1/2 in cash and 1/2 in stock as described herein. The amount of stock shall be determined by dividing the amount to be paid in stock by the average closing bid price of SGI International common stock for the quarter then ended. Delivery of and right thereto for payment in common stock shall be due and payable to Consultant quarterly. Consultant shall be paid by OCET within fifteen (15) days of receipt of an acceptable invoice from Consultant. b. Expenses. Consultant shall be reimbursed for reasonable expenses, including, but not limited to, travel, long distance telephone charges, materials and supplies used in the performance of his duties, and mileage at the rate of $.30 a mile for all business travel. c. Invoices. Consultant shall invoice OCET monthly for Services rendered during each month. The invoice will describe the work performed during such period, set out the hours of work by day and by task, and reflect the amount and details of any expenses. Consultant agrees that OCET may audit the billing and expense documentation for a period of one year from the date of the invoice submittal. All invoices will be paid as described above. 3. Personal Service Contract. OCET and Consultant agree that the Services will be performed personally by Consultant unless otherwise agreed in writing, prior to the performance of the work. If the services are not performed by Consultant, then OCET has the right to terminate this Agreement immediately. 4. Obligations of OCET. OCET agrees to make available to Consultant, upon reasonable notice, computer programs, data, and any documentation required by Consultant to complete the Services. 5. Term. This Agreement shall be effective and shall continue for a period of two months from the Effective Date unless terminated in writing by either party. 6. Ownership. Consultant agrees that OCET is the owner of all right, title and interest in the technical information and data (the "Technical Information") relating to the processing of oil, resid and other carbonaceous material and oil materials, and to the drying, cleaning and other processing of coal, bitumen, crude as well as any developments or improvement related thereto, and as well as any related process control technology, computational techniques or related trade secrets or intellectual property. OCET shall also own all other technical information and related material used by, developed for, or paid for, by it in connection with the performance of any Services provided by Consultant before or after the date set forth above. 7. Confidentially and Disclosure. a. Disclosure. Consultant desires to have the Technical Information disclosed to him to enable him to render the Services to OCET, including but not limited to, the following: evaluation and development of OCET's Technology, which can be used, among other things, for precipitating asphaltenes out of Resid and for converting bitumens and heavy oils to clean solid fuels, transportation fuels, light distillates, and other uses. OCET is prepared to make such Technical Information as it deems necessary available to Consultant for the aforesaid purpose on the following understanding: For the purpose of the Agreement: The term "Technical Information" shall not include any information which: (i) is "publicly available" information. The phrase "publicly available" information shall mean readily accessible to the public in written publication, and shall not include information which is only available by a substantial searching of the published literature, and information the substance of which must be pieced together from a number of different publications and sources; 23 (ii) is known to Consultant from sources other than OCET or its Affiliates prior to the receipt of the same hereunder from OCET or its Affiliates; (iii) is received by Consultant without restriction on disclosure from a third party who is legally in possession of such information and has a right to reveal the same to Consultant. (iv) "Affiliate(s)" of OCET shall mean any person or entity directly or indirectly controlling, controlled by or under common control with OCET. (v) "Developments" shall mean and include inventions, discoveries, modifications, and improvements, whether patentable or not, together with the physical embodiment of the same whether copyrightable or not, related to OCET's business. Notwithstanding anything herein to the contrary in this Agreement, Consultant shall have the right to use general skills and capabilities developed as a result of his performance of Services for his own benefit or the benefit of others subject to the obligation of Consultant set forth hereinafter. b. Confidentiality. Consultant agrees to hold the Technical Information in confidence and not to reproduce or disclose it to others nor to use it except as herein authorized in writing or as may later be authorized in writing by OCET. c. Usage. Both parties agree that the Consultant may use such Technical Information in connection with, but only in connection with, providing Services to OCET. 8. Developments and Assignment. a. Developments. Consultant recognizes that Developments have occurred and/or are expected and likely to occur in the future as the result of the performance of Consultant's Services, and Consultant covenants and agrees to hold all Developments as a result of the performance of such Services or based on OCET's Technical Information in trust for the use and benefit of OCET, and hereby assigns and agrees to assign all such Developments to OCET. b. Consultant Disclosure. Consultant shall promptly disclose in writing to OCET any and all Developments made by Consultant, and or by any members of his staff, incident to or as a result of the performance of such Services; and Consultant hereby assigns and agrees to assign all of its right, title and interest, in all such Developments to OCET. All such Developments shall be treated as Technical Information of OCET and the obligations of Consultant under this Agreement shall apply thereto. Consultant further agrees to and does hereby assign to OCET all right, title and interest in and to the intellectual property, rights, and processes or techniques embodying the Developments, including all rights of copyright or rights to patent or use as a trade secret such Developments, both within the United States and throughout the world. The obligation of Sections 7 and 8 are continuing and shall survive the termination of this Agreement. c. Assignment. Consultant shall execute and/or require his agents, servants or employees to execute all applications, assignments, or other instruments of any kind which OCET, at OCET's expense, shall deem proper or necessary to apply for, obtain and enforce letters patent and/or copyrights of the United States or of any foreign country or otherwise to protect OCET's interest in such Developments. d. Retention. Unless otherwise authorized in writing by OCET, all documents, drawings and writings provided to Consultant by OCET hereunder or developed by Consultant hereunder, and all copies thereof shall be returned promptly to OCET upon completion or termination of Services. 9. Warranties. Consultant hereby warrants that he will carry out his work in accord with generally accepted practices. 10. Termination. This Agreement shall be effective on the Effective Date and continue in full force and effect until terminated in writing by either party, upon five days written notice. 11. Independent Contractor. Consultant is and at all times during the term of this Agreement shall be an independent contractor providing professional consulting services to OCET. Nothing contained in this Agreement shall be construed to create a relationship of principal and agent, employer and employee, servant and master, partnership or joint venture between the parties. Consultant shall have no power to commit or bind OCET in any manner whatsoever. 12. Limitation of Liability. In no event shall either of the parties hereto be liable to the other for the payment of any consequential, indirect, or special damages, including lost profits. 13. Injunctive Relief. It is hereby understood and agreed that damages are an inadequate remedy in the event of a breach by Consultant of this Agreement and that any such breach by Consultant will cause OCET great and irreparable injury and damage. Accordingly, Consultant agrees that OCET shall be entitled, without waiving any additional rights or remedies otherwise available to OCET at law or in equity or by statute, and without posting any bond, to seek injunctive and other equitable relief in the event of a breach or intended or threatened breach by Consultant of this Agreement. 24 14. Assignment. a. Consent Required. Consultant shall not assign or subcontract the whole or any part of this Agreement without OCET's written consent, which can be withheld for any reason. b. Subcontracting. Any subcontract made by Consultant with the consent of OCET, which must be obtained before Consultant enters into any subcontract, shall incorporate by reference all of the terms of this Agreement. Consultant agrees to guarantee the performance of any subcontractor used in the performance of the Services. 15. Conflicting Assignments. During the term of this Agreement, Consultant shall not accept conflicting assignments, which would put Consultant in a position where he would be rendering advice or providing information to any party who might be a potential competitor of OCET presently or in the future, nor shall Consultant provide any advice, which might disclose any Developments or Technical Information related to the OCET Technology. 16. Disputes. If any dispute of any kind arises between the parties with respect to the Consultant's performance under this Agreement, then the dispute shall be submitted to arbitration in San Diego, California to the American Arbitration Association ("AAA"). The dispute shall be submitted to an arbitrator selected from a panel of arbitrators submitted to the parties by the AAA. If the parties fail to agree on an arbitrator, the AAA shall appoint an arbitrator and in the absence of such appointment, the parties may request an appointment by making an application to the San Diego Superior Court to order an appointment. Reasonable discovery, including but not limited to depositions and interrogatories, shall be allowed in any such arbitration. The decision of the arbitrator shall be binding to the same extent as if the award were made by a court of competent jurisdiction. 17. Notices. Any and all notices and other communications hereunder shall be in writing and shall be deemed to have been duly given or received when delivered personally or forty-eight (48) hours after being mailed, via first class, postage prepaid, to the addresses set forth immediately below of the parties hereto or to such other addresses as either of the parties hereto from time to time designate in writing to the other party. OCET: OCET Corporation 11588 Sorrento Valley Rd #21,San Diego, CA 92121 Attn: Robert Walty Consultant: NAME ADDRESS, CITY STATE ZIP Phone: PHONE 18. Applicable Law. The provisions of this Agreement shall be construed and enforced in accordance with the laws of the State of California. 19. Entire Agreement and Amendments. This Agreement constitutes the entire understanding and agreement between the parties relating to the subject matter hereof and supersedes any prior written or oral understanding or agreement between the parties relating to the subject matter hereof. This Agreement shall not be amended, altered, or supplemented in any way except by an instrument in writing, signed by the duly authorized representative of the parties, that expressly references this Agreement. 20. Waivers. The failure or delay of either party to exercise or enforce at any time any of the provisions of this Agreement shall not constitute or be deemed a waiver of that party's right thereafter to enforce each and every provision of the Agreement and shall not otherwise affect the validity of this Agreement. 21. Severability. If any provision of this Agreement is finally determined to be contrary to, prohibited by, or invalid under applicable laws or regulations, such provision shall become inapplicable and shall be deemed omitted from this Agreement. Such determination shall not, however, in any way invalidate the remaining provisions of this Agreement. IN WITNESS WHEREOF, the parties have executed this Agreement on the day and in the year first above written. OCET Consultant OCET Corporation a Delaware Corporation By: /s/ Joseph A. Savoca By: SIGNATURE - -------------------------- ------------------------ Joseph A. Savoca 25 EX-4.25.3 12 FORM OF STANDARD CONSULTING AGREEMENT This Consulting Agreement ("Agreement") is entered into this 17th day of August 1998 (the "Effective Date"), by and between SGI International, a Utah corporation ("SGI") and John W. Hart ("Consultant"). 1. Performance by Consultant. Consultant agrees to provide consulting services (the "Services") to SGI. Such Services will include consultation relative to the performance, data, measurement, analysis, and recommendations as to the development and improvement of the LFC Process, the products of such process, and business related thereto. The Services shall also include, but not be limited to, advice, assistance, and information supplied by Consultant, or developed with the use of any of Consultant's information, equipment, personnel, goods or facilities. 2. Payment for Services. a. Consulting Fee. SGI agrees to pay Consultant for the Services at the rate of $______ per month, plus travel expenses. Consultant shall be paid by SGI on the 15th and 30th of each month. b. Expenses. Consultant shall be reimbursed for reasonable expenses, including, but not limited to, travel, long distance telephone charges, and mileage at the rate of $0.325 a mile for all business travel and for up to $_____ for a laptop computer and SGI shall bear the costs of office space and facilities at the location in Denver specified in Section 17. 3. Personal Service Contract. SGI and Consultant agree that the Services will be performed personally by Consultant. If the services are not performed by Consultant, then SGI has the right to terminate this Agreement immediately. 4. Obligations of SGI. SGI agrees to make available to Consultant, upon reasonable notice, computer programs, data, and any documentation required by Consultant to complete the Services. 5. Term. This Agreement shall be effective and shall continue on a month to month basis. Absent termination in writing by either party within a thirty day period prior to the end of a one year term, the Agreement shall continue for an additional one year term. 6. Ownership. Consultant agrees that SGI is the owner of all right, title and interest in the technical information, data and business information and data (the "Proprietary Information") relating to the business of SGI and to the LFC Process, and to the drying, cleaning and other processing of coal, as well as any developments or improvement related thereto, and as well as any related process control technology, computational techniques or related trade secrets or intellectual property. SGI shall also own all other technical information and related material used by, developed for, or paid for, by it in connection with the performance of any Services provided by Consultant before or after the date set forth above. 7. Confidentially and Disclosure. a. Disclosure. Consultant desires to have the Proprietary Information disclosed to him to enable him to render the Services to SGI, including but not limited to the Proprietary Information. SGI is prepared to make such Proprietary Information as it deems necessary available to Consultant for the aforesaid purpose on the following understanding: For the purpose of the Agreement: The term "Proprietary Information" shall not include any information which: (i) is "publicly available" information. The phrase "publicly available" information shall mean readily accessible to the public in written publication, and shall not include information which is only available by a substantial searching of the published literature, and information the substance of which must be pieced together from a number of different publications and sources; (ii) is known to Consultant from sources other than SGI or its Affiliates prior to the receipt of the same hereunder from SGI or its Affiliates; (iii) is received by Consultant without restriction on disclosure from a third party who is legally in possession of such information and has a right to reveal the same to Consultant. (iv) "Affiliate(s)" of SGI shall mean any person or entity directly or indirectly controlling, controlled by or under common control with SGI. (v) "Developments" shall mean and include inventions, discoveries, modifications, and improvements, whether patentable or not, together with the physical embodiment of the same whether copyrightable or not, related to SGI's business. 26 Notwithstanding anything herein to the contrary in this Agreement, Consultant shall have the right to use general skills and capabilities developed as a result of his performance of Services for his own benefit or the benefit of others subject to the obligation of Consultant set forth hereinafter. b. Confidentiality. Consultant agrees to hold the Proprietary Information in confidence and not to reproduce or disclose it to others nor to use it except as herein authorized in writing or as may later be authorized in writing by SGI. c. Usage. Both parties agree that the Consultant may use such Proprietary Information in connection with, but only in connection with, providing Services to SGI. 8. Developments and Assignment. a. Developments. Consultant recognizes that Developments have occurred and/or are expected and likely to occur in the future as the result of the performance of Consultant's Services, and Consultant covenants and agrees to hold all Developments as a result of the performance of such Services or based on SGI's Proprietary Information in trust for the use and benefit of SGI, and hereby assigns and agrees to assign all such Developments to SGI. b. Consultant Disclosure. Consultant shall promptly disclose in writing to SGI any and all Developments made by Consultant, and or by any members of his staff, incident to or as a result of the performance of such Services; and Consultant hereby assigns and agrees to assign all of its right, title and interest, in all such Developments to SGI. All such Developments shall be treated as Proprietary Information of SGI and the obligations of Consultant under this Agreement shall apply thereto. Consultant further agrees to and does hereby assign to SGI all right, title and interest in and to the intellectual property, rights, and processes or techniques embodying the Developments, including all rights of copyright or rights to patent or use as a trade secret such Developments, both within the United States and throughout the world. The obligation of Sections 7 and 8 are continuing and shall survive the termination of this Agreement. c. Assignment. Consultant shall execute and/or require his agents, servants or employees to execute all applications, assignments, or other instruments of any kind which SGI, at SGI's expense, shall deem proper or necessary to apply for, obtain and enforce letters patent and/or copyrights of the United States or of any foreign country or otherwise to protect SGI's interest in such Developments. d. Retention. Unless otherwise authorized in writing by SGI, all documents, drawings and writings provided to Consultant by SGI hereunder or developed by Consultant hereunder, and all copies thereof shall be returned promptly to SGI upon completion or termination of Services. 9. Warranties. Consultant hereby warrants that he will carry out his work in accord with generally accepted professional practices applicable to the services. 10. Termination. This Agreement shall be effective on the Effective Date and continue in full force and effect until the parties agree to terminiate said agreement. 11. Independent Contractor. Consultant is and at all times during the term of this Agreement shall be an independent contractor providing professional consulting services to SGI. Nothing contained in this Agreement shall be construed to create a relationship of principal and agent, employer and employee, servant and master, partnership or joint venture between the parties. Consultant shall have no power to commit or bind SGI in any manner whatsoever. 12. Limitation of Liability. In no event shall either of the parties hereto be liable to the other for the payment of any consequential, indirect, or special damages, including lost profits. 13. Assignment. a. Consent Required. Consultant shall not assign or subcontract the whole or any part of this Agreement without SGI's written consent, which can be withheld for any reason. b. Subcontracting. Any subcontract made by Consultant with the consent of SGI, which must be obtained before Consultant enters into any subcontract, shall incorporate by reference all of the terms of this Agreement. Consultant agrees to guarantee the performance of any subcontractor used in the performance of the Services. 14. Conflicting Assignments. During the term of this Agreement, Consultant shall not accept conflicting assignments, which would put Consultant in a position where he would be rendering advice or providing information to any party who might be a potential competitor of SGI presently or in the future, nor shall Consultant provide any advice, which might disclose any Developments or Proprietary Information. 27 15. Disputes. If any dispute of any kind arises between the parties with respect to the Consultant's performance under this Agreement, then the dispute shall be submitted to arbitration in San Diego, California to the American Arbitration Association ("AAA"). The dispute shall be submitted to an arbitrator selected from a panel of arbitrators submitted to the parties by the AAA. If the parties fail to agree on an arbitrator, the AAA shall appoint an arbitrator and in the absence of such appointment, the parties may request an appointment by making an application to the San Diego Superior Court to order an appointment. Reasonable discovery, including but not limited to depositions and interrogatories, shall be allowed in any such arbitration. The decision of the arbitrator shall be binding to the same extent as if the award were made by a court of competent jurisdiction. 16. Notices. Any and all notices and other communications hereunder shall be in writing and shall be deemed to have been duly given or received when delivered personally or forty-eight (48) hours after being mailed, via first class, postage prepaid, to the addresses set forth immediately below of the parties hereto or to such other addresses as either of the parties hereto from time to time designate in writing to the other party. SGI: SGI International 1200 Prospect, Suite 325 La Jolla, California 90037 Attn: Richard J. Gibbens Consultant: John W. Hart 17. Applicable Law. The provisions of this Agreement shall be construed and enforced in accordance with the laws of the State of California. 18. Entire Agreement and Amendments. This Agreement constitutes the entire understanding and agreement between the parties relating to the subject matter hereof and supersedes any prior written or oral understanding or agreement between the parties relating to the subject matter hereof. This Agreement shall not be amended, altered, or supplemented in any way except by an instrument in writing, signed by the duly authorized representative of the parties, that expressly references this Agreement. 19. Waivers. The failure or delay of either party to exercise or enforce at any time any of the provisions of this Agreement shall not constitute or be deemed a waiver of that party's right thereafter to enforce each and every provision of the Agreement and shall not otherwise affect the validity of this Agreement. 21. Severability. If any provision of this Agreement is finally determined to be contrary to, prohibited by, or invalid under applicable laws or regulations, such provision shall become inapplicable and shall be deemed omitted from this Agreement. Such determination shall not, however, in any way invalidate the remaining provisions of this Agreement. IN WITNESS WHEREOF, the parties have executed this Agreement on the day and in the year first above written. SGI Consultant SGI International a Utah Corporation By: /s/ Richard Gibbens By: /s/ John W. Hart _______________________ __________________________ Richard J. Gibbens John W. Hart 28 EX-4.25.4 13 FORM OF NON STANDARD CONSULTING AGREEMENT This Consulting Agreement ("Agreement") is entered into this 1st day of October 1998 (the "Effective Date"), by and between SGI International, a Utah corporation ("SGI") and ________________ ("Consultant"). 1. Performance by Consultant. Consultant agrees to provide consulting services (the "Services") relating to strategic planning, negotiation and other services as requested by the Company. The Services shall also include, but not be limited to, advice, assistance, and information supplied by Consultant, or developed with the use of any of Consultant's information, equipment, personnel, goods or facilities. 2. Payment for Services. a. Consulting Fee. SGI agrees to pay Consultant for the Services in an amount described on Exhibit A attached hereto. b. Additional Compensation. SGI International may also issue warrants to Consultant in an amount determined by its Board of Directors. 3. Personal Service Contract. SGI and Consultant agree that the Services will be performed personally by Consultant. If the services are not performed by Consultant, then SGI has the right to terminate this Agreement immediately. 4. Obligations of SGI. SGI agrees to make available to Consultant, upon reasonable notice, computer programs, data, and any documentation required by Consultant to complete the Services. 5. Term. This Agreement shall be effective and shall continue for a period for one year. Absent termination in writing by either party within a thirty day period prior to the end of each one year term, the Agreement shall continue for one additional one year term. 6. Ownership. Consultant agrees that SGI is the owner of all right, title and interest in proprietary information and data (the "Proprietary Information"), including but not limited to that relating to the processing of oil, resid and other carbonaceous material and oil materials, and to the drying, cleaning and other processing of coal, bitumen, crude as well as any developments or improvement related thereto, and as well as any related process control technology, computational techniques or related trade secrets or intellectual property. SGI shall also own all other technical and confidential information and related material used by, developed for, or paid for, by it in connection with the performance of any Services provided by Consultant before or after the date set forth above. 7. Confidentially and Disclosure. a. Disclosure. Consultant desires to have the Proprietary Information disclosed to him to enable him to render the Services to SGI. SGI is prepared to make such Proprietary Information as it deems necessary available to Consultant for the aforesaid purpose on the following understanding: For the purpose of the Agreement: The term "Proprietary Information" shall not include any information which: (i) is "publicly available" information. The phrase "publicly available" information shall mean readily accessible to the public in written publication, and shall not include information which is only available by a substantial searching of the published literature, and information the substance of which must be pieced together from a number of different publications and sources; (ii) is known to Consultant from sources other than SGI or its Affiliates prior to the receipt of the same hereunder from SGI or its Affiliates; (iii) is received by Consultant without restriction on disclosure from a third party who is legally in possession of such information and has a right to reveal the same to Consultant. (iv) "Affiliate(s)" of SGI shall mean any person or entity directly or indirectly controlling, controlled by or under common control with SGI. Notwithstanding anything herein to the contrary in this Agreement, Consultant shall have the right to use general skills and capabilities developed as a result of his performance of Services for his own benefit or the benefit of others subject to the obligation of Consultant set forth hereinafter. 29 b. Confidentiality. Consultant agrees to hold the Proprietary Information in confidence and not to reproduce or disclose it to others nor to use it except as herein authorized in writing or as may later be authorized in writing by SGI. c. Usage. Both parties agree that the Consultant may use such Proprietary Information in connection with, but only in connection with, providing Services to SGI. 8. Termination. This Agreement shall be effective on the Effective Date and continue in full force and effect until terminated in writing by either party during a thirty (30) day period prior to the end of the term of the Agreement. 9. Independent Contractor. Consultant is and at all times during the term of this Agreement shall be an independent contractor providing professional consulting services to SGI. Nothing contained in this Agreement shall be construed to create a relationship of principal and agent, employer and employee, servant and master, partnership or joint venture between the parties. Consultant shall have no power to commit or bind SGI in any manner whatsoever. 10. Limitation of Liability. In no event shall either of the parties hereto be liable to the other for the payment of any consequential, indirect, or special damages, including lost profits. 11. Notices. Any and all notices and other communications hereunder shall be in writing and shall be deemed to have been duly given or received when delivered personally or forty-eight (48) hours after being mailed, via first class, postage prepaid, to the addresses set forth immediately below of the parties hereto or to such other addresses as either of the parties hereto from time to time designate in writing to the other party. SGI: SGI International 1200 Prospect, Suite 325 La Jolla, California 90037 Attn: Joseph A. Savoca Consultant: 12. Applicable Law. The provisions of this Agreement shall be construed and enforced in accordance with the laws of the State of California. 13. Entire Agreement and Amendments. This Agreement constitutes the entire understanding and agreement between the parties relating to the subject matter hereof and supersedes any prior written or oral understanding or agreement between the parties relating to the subject matter hereof. This Agreement shall not be amended, altered, or supplemented in any way except by an instrument in writing, signed by the duly authorized representative of the parties, that expressly references this Agreement. 14. Waivers. The failure or delay of either party to exercise or enforce at any time any of the provisions of this Agreement shall not constitute or be deemed a waiver of that party's right thereafter to enforce each and every provision of the Agreement and shall not otherwise affect the validity of this Agreement. 15. Severability. If any provision of this Agreement is finally determined to be contrary to, prohibited by, or invalid under applicable laws or regulations, such provision shall become inapplicable and shall be deemed omitted from this Agreement. Such determination shall not, however, in any way invalidate the remaining provisions of this Agreement. IN WITNESS WHEREOF, the parties have executed this Agreement on the day and in the year first above written. SGI Consultant SGI International a Utah Corporation By: /s/ Joseph A. Savoca By: - -------------------------- ---------------------------- Joseph A. Savoca 30 EX-4.25.5 14 FORM OF NON STANDARD CONSULTING AGREEMENT This Consulting Agreement ("Agreement") is entered into this 21st day of October 1998 (the "Effective Date"), by and between SGI International, a Utah corporation ("SGI") and _______________ ("Consultant"). 1. Performance by Consultant. Consultant agrees to provide certain consulting services (the "Services") to SGI relating to strategic planning, political consulting, tax issues, or other services requested by SGI. The Services shall also include, but not be limited to, advice, assistance, and information supplied by Consultant, or developed with the use of any of Consultant's information, equipment, personnel, goods or facilities. 2. Payment for Services. a. Consulting Fee. SGI agrees to pay Consultant for the Services at a rate to be agreed upon based on the Services to be provided. In the event that Consultant is provided with a warrant or stock as part of its payment for the Services, SGI shall include the stock underlying such warrant in the next Registration Statement that it files, providing there is no limitation or restriction that would preclude it from doing so. b. Expenses. Consultant shall be reimbursed for all pre-approved, reasonable expenses, including, but not limited to, travel, long distance telephone charges, and mileage at the rate of $.30 a mile for all business travel. c. Invoices. Consultant shall invoice SGI monthly for Services rendered during any month. The invoice will describe the work performed during such period, set out the hours of work by day and by task, and reflect the amount and details of any expenses. Consultant agrees that SGI may audit the billing and expense documentation for a period of one year from the date of the invoice submittal. 3. Personal Service Contract. SGI and Consultant agree that the Services will be performed personally by Consultant. If the Services are not performed by Consultant, then SGI has the right to terminate this Agreement immediately. 4. Term. This Agreement shall be effective and shall continue for a period for one year. This Agreement may be terminated at anytime by either party by providing thirty days advance written notice of termination. 5. Confidentially and Disclosure. a. Disclosure. Consultant desires to have Technical Information (as defined below) disclosed to him to enable him to render the Services to SGI, including but not limited to, the following: evaluation and development of SGI's strategic business directions, and may include information on SGI's technology developments (The "Technical Information") on the following understanding: For the purpose of the Agreement: The term "Technical Information" shall not include any information which: (i) is "publicly available" information. The phrase "publicly available" information shall mean readily accessible to the public in written publication, and shall not include information which is only available by a substantial searching of the published literature, and information the substance of which must be pieced together from a number of different publications and sources; (ii) is known to Consultant from sources other than SGI or its Affiliates prior to the receipt of the same hereunder from SGI or its Affiliates; (iii) is received by Consultant without restriction on disclosure from a third party who is legally in possession of such information and has a right to reveal the same to Consultant. (iv) "Affiliate(s)" of SGI shall mean any person or entity directly or indirectly controlling, controlled by or under common control with SGI. (v) "Developments" shall mean and include inventions, discoveries, modifications, and improvements, whether patentable or not, together with the physical embodiment of the same whether copyrightable or not, related to SGI's business. 31 Notwithstanding anything herein to the contrary in this Agreement, Consultant shall have the right to use general skills and capabilities developed as a result of his performance of Services for his own benefit or the benefit of others subject to the obligation of Consultant set forth hereinafter. b. Confidentiality. Consultant agrees to hold the Technical Information in confidence and not to reproduce or disclose it to others nor to use it except as herein authorized in writing or as may later be authorized in writing by SGI. c. Usage. Both parties agree that the Consultant may use such Technical Information in connection with, but only in connection with, providing Services to SGI. 6. Termination. This Agreement shall be effective on the Effective Date and continue in full force and effect until terminated in writing by either party. 7. Independent Contractor. Consultant is and at all times during the term of this Agreement shall be an independent contractor providing professional consulting services to SGI. Nothing contained in this Agreement shall be construed to create a relationship of principal and agent, employer and employee, servant and master, partnership or joint venture between the parties. Consultant shall have no power to commit or bind SGI in any manner whatsoever. 8. Notices. Any and all notices and other communications hereunder shall be in writing and shall be deemed to have been duly given or received when delivered personally or forty-eight (48) hours after being mailed, via first class, postage prepaid, to the addresses set forth immediately below of the parties hereto or to such other addresses as either of the parties hereto from time to time designate in writing to the other party. SGI: Consultant: SGI International 1200 Prospect, Suite 325, La Jolla, CA 92037 Attn: Joseph A. Savoca 9. Applicable Law. The provisions of this Agreement shall be construed and enforced in accordance with the laws of the State of California. 10. Entire Agreement and Amendments. This Agreement constitutes the entire understanding and agreement between the parties relating to the subject matter hereof and supersedes any prior written or oral understanding or agreement between the parties relating to the subject matter hereof. This Agreement shall not be amended, altered, or supplemented in any way except by an instrument in writing, signed by the duly authorized representative of the parties, that expressly references this Agreement. 11. Waivers. The failure or delay of either party to exercise or enforce at any time any of the provisions of this Agreement shall not constitute or be deemed a waiver of that party's right thereafter to enforce each and every provision of the Agreement and shall not otherwise affect the validity of this Agreement. 12. Severability. If any provision of this Agreement is finally determined to be contrary to, prohibited by, or invalid under applicable laws or regulations, such provision shall become inapplicable and shall be deemed omitted from this Agreement. Such determination shall not, however, in any way invalidate the remaining provisions of this Agreement. IN WITNESS WHEREOF, the parties have executed this Agreement on the day and in the year first above written. SGI Consultant SGI International, a Utah Corporation By: By: - ----------------------------- ---------------------- Joseph A. Savoca 32 EX-4.25.6 15 FORM OF NON STANDARD CONSULTING AGREEMENT This Consulting Agreement ("Agreement") is entered into this 21st day of October 1998 (the "Effective Date"), by and between SGI International, a Utah corporation ("SGI") and Michael Rose ("Consultant"). 1. Performance by Consultant. Consultant agrees to provide certain consulting services (the "Services") to SGI relating to strategic planning, political consulting, tax issues, contract analysis, and other services requested by SGI. The Services shall also include, but not be limited to, advice, assistance, and information supplied by Consultant, or developed with the use of any of Consultant's information, equipment, personnel, goods or facilities. 2. Payment for Services. a. Consulting Fee. SGI agrees to pay Consultant for the Services at a rate to be agreed upon in writing based on the Services to be provided. In the event that Consultant is provided with a warrant or stock as part of its payment for the Services, SGI shall include the stock underlying such warrant in the next Registration Statement that it files, providing there is no limitation or restriction that would preclude it from doing so. b. Expenses. Consultant shall be reimbursed for all pre-approved, reasonable expenses, including, but not limited to, travel, long distance telephone charges, and mileage at the rate of $.315 a mile for all business travel. c. Invoices. Consultant shall invoice SGI monthly for Services rendered during any month. The invoice will describe the work performed during such period, set out the hours of work by day and by task, and reflect the amount and details of any expenses. Consultant agrees that SGI may audit the billing and expense documentation for a period of one year from the date of the invoice submittal. 3. Personal Service Contract. SGI and Consultant agree that the Services will be performed personally by Consultant. If the Services are not performed by Consultant, then SGI has the right to terminate this Agreement immediately. 4. Term. This Agreement shall be effective and shall continue for a period for one year. This Agreement may be terminated at anytime by either party by providing thirty days advance written notice of termination. 5. Confidentially and Disclosure. a. Disclosure. Consultant desires to have Proprietary Information (as defined below) disclosed to him to enable him to render the Services to SGI which may include information related to SGI's business, customers, technology developments or other proprietary information (the "Proprietary Information") on the following understanding: 33 For the purpose of the Agreement: The term "Proprietary Information" shall not include any information which: (i) is "publicly available" information. The phrase "publicly available" information shall mean readily accessible to the public in written publication, and shall not include information which is only available by a substantial searching of the published literature, and information the substance of which must be pieced together from a number of different publications and sources; (ii) is known to Consultant from sources other than SGI or its Affiliates prior to the receipt of the same hereunder from SGI or its Affiliates; (iii) is received by Consultant without restriction on disclosure from a third party who is legally in possession of such information and has a right to reveal the same to Consultant. (iv) "Affiliate(s)" of SGI shall mean any person or entity directly or indirectly controlling, controlled by or under common control with SGI. Notwithstanding anything herein to the contrary in this Agreement, Consultant shall have the right to use general skills and capabilities developed as a result of his performance of Services for his own benefit or the benefit of others subject to the obligation of Consultant set forth hereinafter. b. Confidentiality. Consultant agrees to hold the Proprietary Information in confidence and not to reproduce or disclose it to others nor to use it except as herein authorized in writing or as may later be authorized in writing by SGI. c. Usage. Both parties agree that the Consultant may use such Proprietary Information in connection with, but only in connection with, providing Services to SGI. 6. Termination. This Agreement shall be effective on the Effective Date and continue in full force and effect until terminated in writing by either party. 7. Independent Contractor. Consultant is and at all times during the term of this Agreement shall be an independent contractor providing professional consulting services to SGI. Nothing contained in this Agreement shall be construed to create a relationship of principal and agent, employer and employee, servant and master, partnership or joint venture between the parties. Consultant shall have no power to commit or bind SGI in any manner whatsoever. 8. Notices. Any and all notices and other communications hereunder shall be in writing and shall be deemed to have been duly given or received when delivered personally or forty-eight (48) hours after being mailed, via first class, postage prepaid, to the addresses set forth immediately below of the parties hereto or to such other addresses as either of the parties hereto from time to time designate in writing to the other party. SGI: Consultant: SGI International Michael Rose 1200 Prospect, Suite 325 14 Deer Creek Lane La Jolla, CA 90037 Mt. Kisco, NY 10549 Attn: Joseph A. Savoca 34 9. Applicable Law. The provisions of this Agreement shall be construed and enforced in accordance with the laws of the State of California. 10. Entire Agreement and Amendments. This Agreement constitutes the entire understanding and agreement between the parties relating to the subject matter hereof and supersedes any prior written or oral understanding or agreement between the parties relating to the subject matter hereof. This Agreement shall not be amended, altered, or supplemented in any way except by an instrument in writing, signed by the duly authorized representative of the parties, that expressly references this Agreement. 11. Waivers. The failure or delay of either party to exercise or enforce at any time any of the provisions of this Agreement shall not constitute or be deemed a waiver of that party's right thereafter to enforce each and every provision of the Agreement and shall not otherwise affect the validity of this Agreement. 12. Severability. If any provision of this Agreement is finally determined to be contrary to, prohibited by, or invalid under applicable laws or regulations, such provision shall become inapplicable and shall be deemed omitted from this Agreement. Such determination shall not, however, in any way invalidate the remaining provisions of this Agreement. IN WITNESS WHEREOF, the parties have executed this Agreement on the day and in the year first above written. SGI Consultant SGI International, a Utah Corporation /s/ Joseph A. Savoca /s/ Michael Rose By:--------------------- By:-------------------- Joseph A. Savoca Michael Rose 35 EX-23.0 16 CONSENT OF J.H. COHN, LLP, INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on form S-8, which is being filed by SGI International on or about December 1, 1998, of our report, dated March 27, 1998, on the consolidated financial statements of SGI International and subsidiaries (the "Company") as of and for the year ended December 31, 1997, which appears in the Company's Annual Report on Form 10-K/A for the fiscal year ended December 31, 1997, and contains an explanatory paragraph with respect to the Company's ability to continue as a going concern. J.H. Cohn LLP /s/ J.H. Cohn San Diego, California November 30, 1998 36 EX-23.1 17 CONSENT OF ERNST & YOUNG, LLP We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the Standard Employment Agreement dated as of February 11, 1997, December 30, 1996, December 18, 1996, December 12, 1996, November 12, 1996, September 30, 1996, August 1, 1996, July 29, 1996, July 18, 1996, May 23, 1996, March 18, 1996, March 4, 1996, January 1, 1996, the Standard Executive Employment Agreement dated as of July 9, 1997, March 1, 1997, July 1, 1996, January 1, 1996, the Standard Directors Agreements dated as of August 1, 1996, July 1, 1995, the Non-Standard Executive Employment Agreement dated as of January 13, 1998, August 5, 1997, the Standard Executive Employment Agreement (AMS) dated as of July 14, 1997, January 1, 1996, the Standard Employment Agreement (AMS) dated as of July 25, 1996, and Non Standard Consulting Agreement dated October 21, 1998, October 1, 1998, January 5, 1998, August 17, 1998, December 15, 1997, May 12, 1997, July 12, 1996, February 27, 1996, and September 19, 1995, of our report dated March 20, 1997, except for Note 11, as to which the date is April 14, 1997, with respect to the consolidated financial statements of SGI International included in its Annual Report (Form 10-K) for the year ended December 31, 1996,filed with the Securities and Exchange Commission. /s/ Ernst & Young - ---------------------- Ernst & Young LLP San Diego, Ca November 30, 1998 37 EX-23.2 18 CONSENT OF FISHER THURBER (INCLUDED IN EXHIBIT 5) December 2, 1998 Board of Directors SGI International 1200 Prospect Street, Suite 325 La Jolla, CA 92037 Re: Form S-8 Registration Statement Gentlemen: We have examined the Registration Statement on Form S-8 (the "Registration Statement") to be filed by you with the Securities and Exchange Commission on or about December 2, 1998, to register 1,045,250 shares of common stock, no par value per share (the "Common Stock"), of SGI International, a Utah Corporation (the "Company"). The Common Stock is issuable soley upon exercise of the warrants referenced in the Employment Agreements and Consulting Agreements included in the Registration Statement. For purposes of rendering this opinion, we have made such legal and factual examinations as we have deemed necessary under the circumstances and, as part of such examination, we have examined, among other things, originals and copies, certified and otherwise, identified to our satisfaction, of such documents, corporate records and other instruments as we have deemed necessary or appropriate. For the purporses of such examination, we have assumed the genuineness of all signatures on orignial documents and the conformity to original documents of all copies submitted to us. On the basis of and relying upon the foregoing examination and assumptions, we are of the opinion that, assuming the Registration Statement shall have become effective pursuant to the provisions of the Securities Act of 1933, as amended, the shares of Common Stock being offered in the Registration Statement, when issued in accordance with the Registration Statement and the provisions of the Employment Agreements, Consulting Agreements and Warrants will be validly issued, fully paid and nonassessable. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement, and any amendments thereto. Very Truly yours, FISHER THRUBER LLP By: /s/ David Fisher - ----------------------- David Fisher 38 -----END PRIVACY-ENHANCED MESSAGE-----