Contract

AMENDMENT NO. 1 AND AGREEMENT This Amendment No. 1 and Agreement (this “AMENDMENT”), dated as ofFebruary __, 2005, is entered into by and between CENTURION GOLD HOLDINGS, INC.,a Florida corporation (the “COMPANY”), and LAURUS MASTER FUND, LTD., a CaymanIslands company (“LAURUS”), for the purpose of amending the terms of the SecuredConvertible Term Note, dated September 23, 2004 (as amended, modified orsupplemented from time to time, the “TERM NOTE”) in the aggregate principalamount of Three Million Dollars ($3,000,000) issued by the Company to Lauruspursuant to the Securities Purchase Agreement dated as of September 23, 2004, byand between the Company and Laurus (as amended, modified or supplemented fromtime to time, the “SECURITIES PURCHASE AGREEMENT”). Capitalized terms used herein without definition shall have the meaningsascribed to such terms in the Term Note. WHEREAS, the Company and Laurus have agreed to make certain changes to theTerm Note as set forth herein. NOW, THEREFORE, in consideration of the above, and for other good andvaluable consideration, the receipt and sufficiency of which is herebyacknowledged, the parties hereto agree as follows:1. Section 2.1(a) of the Term Note is hereby amended by deleting the lastsentence appearing therein in its entirety and inserting the following newsentence in lieu thereof: “For purposes hereof, and subject to further adjustment as provided herein, the “FIXED CONVERSION PRICE” means $0.30″ 2. The Company hereby agrees to, on or prior to March 1, 2005, file a Rule424(b) supplement (the “POST-EFFECTIVE SUPPLEMENT”) to its RegistrationStatement with the Securities and Exchange Commission (the “SEC”) on October __,2004 (the “EXISTING REGISTRATION STATEMENT”) which Post-Effective Supplementstates the Fixed Conversion Price applicable to the Term Note is as set forth inSection 1 of this Amendment. 3. Laurus and the Company hereby agree that, notwithstanding any prioragreement to the contrary, the shares of Common Stock issuable as a result ofsuch amendment and the change to the fixed conversion price to the Term Noteshall be registered in the next registration statement filed by the Company onForm SB-2 (or similar form, excluding a Form S-8); provided, however, that theCompany shall file such a registration statement with respect to such shares nolater than April 1, 2005. Furthermore, the Company and Laurus agree that, withrespect to the shares of Common Stock issuable as a result of the amendment tothe Fixed Conversion Price set forth in Section 1 above, (i) April 1, 2005 shallbe the applicable “Filing Date”, under and as defined in that certainRegistration Rights Agreement, dated as of March __, 2005, by and between theCompany and Laurus (as amended, modified or supplemented from time to time, the”Registration Rights Agreement”) and (ii) July __, 2005 shall be the applicable”Effectiveness Date”, under and as defined in the Registration Rights Agreement. Page 2 4. This Amendment shall be effective as of the date hereof following theexecution and delivery of same by each of the Company and Laurus. 5. Except as specifically set forth in this Amendment, there are no otheramendments to the Term Note, and all of the other terms and provisions of theTerm Note remain in full force and effect. 6. The Company hereby represents and warrants to Laurus that as of thedate hereof, no Event of Default exists and is continuing and allrepresentations, warranties and covenants made by Company in connection with theissuance of the Term Note and the Securities Purchase Agreement are true,correct and complete and all of Company’s and its Subsidiaries’ covenantrequirements under the Term Note and the documents related to the Term Note(including the Securities Purchase Agreement) have been met. 7. This Amendment shall be binding upon the parties hereto and theirrespective successors and permitted assigns and shall inure to the benefit ofand be enforceable by each of the parties hereto and its successors andpermitted assigns. THIS AMENDMENT SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCEWITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. This Amendment may beexecuted in any number of counterparts, each of which shall be an original, butall of which shall constitute one instrument. Page 3 IN WITNESS WHEREOF, each of the Company and Laurus has caused thisAmendment to be effective and signed in its name effective as of the date setforth above. CENTURION GOLD HOLDINGS, INC. By:________________________________ Name: Title: LAURUS MASTER FUND, LTD. By:______________________________ Name: Title: