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                                  EXHIBIT 4.19
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                              CONSULTING AGREEMENT

             THIS AGREEMENT is made and entered into as of June 1, 1995, by and
between FRANKLIN G. RINKER, an individual, 27457 Holiday Lane, Suite G,
Perrysburg, Ohio 43551 ("CONSULTANT") and SGI INTERNATIONAL, a Utah corporation,
1200 Prospect Street, Suite 325, La Jolla, California 92037 ("COMPANY").

             WITNESSETH that: COMPANY agrees to engage CONSULTANT and CONSULTANT
agrees to serve as a consultant to COMPANY upon the following terms and
conditions:

             1. Independent Contractor: CONSULTANT shall have sole discretion as
to the manner in which the consulting services performed hereunder are carried
out and shall be an independent contractor and not an agent or employee of
COMPANY.

             2. Technical Consulting Services: CONSULTANT shall provide
technical consulting services at such time as COMPANY may from time to time
reasonably designate, with due regard for other obligations of the CONSULTANT,
on a project-by-project basis, for a consulting fee as is mutually agreed prior
to commencement thereof. In addition to consulting fees, CONSULTANT shall be
entitled to warrants to purchase SGI common stock. Specific warrant terms,
including but not limited to number of shares and exercise price, shall be set
by SGI's Board of Directors.

             3. Advance Estimates: Upon the request of the COMPANY, CONSULTANT
shall without cost to COMPANY, provide an advance estimate which shall state:

                           (a)      The estimated total cost of consulting 
                                    services and expenses for such project.

                           (b)      The estimated completion date for the
                                    performance of such services and a not-to-
                                    exceed final completion date, assuming no
                                    scope changes in the meantime.

             4. Project Definition: Upon receipt of such advance estimates by
COMPANY, COMPANY and CONSULTANT shall cooperate in defining the project,
payments, times and all other provisions related to the performance of services
by CONSULTANT with respect to such project, and shall enter into a supplemental
letter agreement specifying the same.

             5. Advance Authorization: COMPANY shall have no obligation to pay
any fees, costs or expenses not authorized in writing by COMPANY before such
fees, costs or expenses are incurred.

             6. Records: CONSULTANT shall provide statements for services, fees
and costs according to generally accepted accounting standards in sufficient
detail to satisfy all state and federal taxing authorities.

             7. Term: This Agreement shall commence as of June 1, 1995 and shall
continue until December 31, 1996, unless extended by mutual written agreement.
Either party may terminate this Agreement upon thirty (30) days prior written
notice.

             8. Enforcement: In the event of any litigation to enforce or
interpret any provision of this Agreement, a court of competent jurisdiction may
award either party reasonable attorneys fees and costs, in addition to any other
appropriate relief.

             IN WITNESS WHEREOF, this Agreement is executed as of the day and
year first written above.

SGI INTERNATIONAL                                 FRANKLIN G.  RINKER

By  /s/  JOSEPH A. SAVOCO                    /s/  FRANKLIN G. RINKER
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