CONSULTING AGREEMENT



This Consulting Agreement ("Agreement") is entered into effective as of the 15th

day of January 1999, by and between SGI International, a Utah corporation (the

"Company") and Jeff Parson ("Consultant").



AGREEMENT



NOW, THEREFORE, in consideration of the agreements, covenants, and conditions

contained herein, Company and Consultant hereby agree as follows:



1. Performance by Consultant. Consultant agrees to provide consulting services

(the "Services") to the Company, including consultation relative to the

performance, data, measurement, analysis, and recommendations as to the

development and improvement of the OCET technology. 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 pertaining to the Company and the OCET

technology. The specific tasks will be agreed to in writing by the Company and

Consultant.



2. Payment for Services.



a. Consulting Fee. Company agrees to pay Consultant for the Services at the

rate of _______________ Dollars ($_______) per hour and prorated for less than

one hour.



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 $.31 a mile.



c. Warrants. At the discretion of the Company's Board of Directors, the Company

may grant Consultant a warrant or warrants for his services provided, however,

that warrants are not issued in lieu of payments pursuant to Section 2(a) or

2(b).



d. Invoices. Consultant shall invoice Company 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 Company 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 Company within

thirty (30) days after receipt of invoice.



3. Obligations of Consultant.



a. Key Person. Company and Consultant agree that the Services will be performed

personally by Ebbe Skov or his designee provided such designee is approved by

the Company pursuant to Section 12.



b. Consultations, Reports. Consultant agrees upon reasonable advance notice to

make available Ebbe Skov for meetings requested by the Company. If Company

requests it, Consultant shall prepare and submit to Company a monthly written

report setting forth the status of such work performed in a format to be

mutually agreed upon by Consultant and Company.



c. Regeneration of Lost or Damaged Data. Consultant shall, at its own expense,

promptly replace or regenerate any work that does not meet the requirements of

this Agreement including regeneration of new data and reperform any work or

recover damaged data from Consultant's or Company's data sources.

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