EXHIBIT 4.4
                              EMPLOYMENT AGREEMENT

This EMPLOYMENT AGREEMENT ("Agreement") is effective as of this 1st day of
April, 1999 (the "Effective Date"), by and between SGI International, a Utah
Corporation ("SGI"), and Carol Ann Terrell, 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 her full productive time to the duties assigned
to her. ?Full productive time" is hereby defined as that time reasonably
necessary to perform her 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's medical coverage as specified herein in Exhibit B shall
be paid for by SGI on a reimbursable basis and SGI shall provide 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
1200 Prospect Street, Ste. 325
La Jolla, CA 92037


By: /S/ MICHAEL L. ROSE         /S/ CAROL ANN TERRELL
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Michael L. Rose

President/CEO                   Carol Ann Terrell