FIRST AMENDMENT TO EMPLOYMENT AGREEMENT This First Amendment is made and entered into as of October 31, 1995, by and between Assembly and Manufacturing Systems Inc. ("AMS"), and Amir Khiabani ("Employee"). For good and adequate consideration, receipt...

                FIRST AMENDMENT TO EMPLOYMENT AGREEMENT

This First Amendment is made and entered into as of October 31, 1995, by 
and between Assembly and Manufacturing Systems Inc. ("AMS"), and Xxxx 
Xxxxxxxx ("Employee").

For good and adequate consideration, receipt of which is hereby acknowledged,
that certain Employment Agreement between AMS and Employee, dated as of 
May 1, 1995, is hereby amended by the addition of a clause 3.4.6 as follows:

"3.4.6.  As additional incentive compensation, such warrants to purchase the
common stock of AMS' parent, SGI International, a Utah Corporation ("SGI"), 
upon such terms and conditions as the SGI Board of Directors shall determine,
in its sole discretion."

 Employee                          Employer
                                   AMS

       /s/                           /s/
By:-----------------            --------------------------
     Xxxx Xxxxxxxx              Xxxxxx X. Xxxxxx, Chairman



                            Exhibit 4.24.1