ARTICLE I. DEFINITIONSStock Purchase Agreement • April 26th, 2006 • Centurion Gold Holdings Inc • Gold and silver ores • Florida
CENTURION GOLD HOLDINGS, INC. SECURITIES PURCHASE AGREEMENT SEPTEMBER 23, 2004 TABLE OF CONTENTSSecurities Purchase Agreement • September 29th, 2004 • Centurion Gold Holdings Inc • Sporting & athletic goods, nec • New York
WHEREAS:Securities Purchase Agreement • July 26th, 2005 • Centurion Gold Holdings Inc • Gold and silver ores • New York
CENTURION GOLD HOLDINGS, INC (2) JOINT VENTURE AGREEMENT RELATING TO OIL & GAS LEASES OVER THE KITCHEN AND EAST KITCHEN PROSPECTS IN THE COOK INLET IN ALASKAJoint Venture Agreement • November 7th, 2005 • Centurion Gold Holdings Inc • Gold and silver ores
STOCK PLEDGE AGREEMENT This Stock Pledge Agreement (this "Agreement"), dated as of February 18, 2005, among Laurus Master Fund, Ltd. (the "Pledgee"), Centurion Gold Holdings, Inc., a Florida corporation (the "Company"), and each of the other...Stock Pledge Agreement • February 28th, 2005 • Centurion Gold Holdings Inc • Gold and silver ores • New York
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS...Warrant Agreement • February 28th, 2005 • Centurion Gold Holdings Inc • Gold and silver ores • New York
TERMSSubordination Agreement • September 29th, 2004 • Centurion Gold Holdings Inc • Sporting & athletic goods, nec • New York
LOAN AGREEMENTLoan Agreement • November 3rd, 2004 • Centurion Gold Holdings Inc • Sporting & athletic goods, nec
STOCK PURCHASE AGREEMENT AMONG EDWARD PANOS, SOFTSKILLS CORP., AARON ORAM, RICHARD FITZPATRICK, CHARLES SAUERBIER, AS SELLERS AND GOLF PRODUCT TECHNOLOGIES, INC., AS PURCHASER November 11, 2002Stock Purchase Agreement • December 19th, 2002 • Golf Product Technologies Inc • Sporting & athletic goods, nec • Nevada
COMMON STOCK SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP ______________ INCORPORATED UNDER THE LAWS OF THE STATE OF FLORIDA ------------------------------------------------------------------------------ THIS IS TO CERTIFY THAT is the owner of...Stock Certificate • January 23rd, 2002 • Golf Product Technologies Inc
transferable only on the books of the Corporation by the holder hereof in person or by duly authorized attorney upon surrender of this Certificate properly endorsed. This Certificate and the shares represented hereby are issued under and subject to the laws of the State of Florida and to the Certificate of Incorporation and Bylaws of the Corporation, all as in effect from time to time. This Certificate is not valid until countersigned and registered by the Transfer Agent and Registrar.
CENTURION GOLD HOLDINGS, INC. AND CERTAIN OF ITS SUBSIDIARIES MASTER SECURITY AGREEMENT To: Laurus Master Fund, Ltd. c/o M&C Corporate Services Limited P.O. Box 309 GT Ugland House South Church Street George Town Grand Cayman, Cayman Islands Date:...Master Security Agreement • February 28th, 2005 • Centurion Gold Holdings Inc • Gold and silver ores • New York
ARTICLE I INTEREST & AMORTIZATIONSecured Convertible Term Note • September 29th, 2004 • Centurion Gold Holdings Inc • Sporting & athletic goods, nec • New York
RECITALS:Exploration Agreement • April 18th, 2006 • Centurion Gold Holdings Inc • Gold and silver ores • Texas
RESTRICTED ACCOUNT AGREEMENT This Restricted Account Agreement (this "Agreement") is entered into this 18th day of February 2005, by and among NORTH FORK BANK, a New York banking corporation with offices at 275 Broadhollow Road, Melville, New York...Restricted Account Agreement • February 28th, 2005 • Centurion Gold Holdings Inc • Gold and silver ores • New York
SUBSCRIPTION AGREEMENTSubscription Agreement • February 25th, 2002 • Golf Product Technologies Inc • Sporting & athletic goods, nec • Delaware
AMENDMENT NO. 1 AND AGREEMENT This Amendment No. 1 and Agreement (this "AMENDMENT"), dated as of February __, 2005, is entered into by and between CENTURION GOLD HOLDINGS, INC., a Florida corporation (the "COMPANY"), and LAURUS MASTER FUND, LTD., a...Secured Convertible Term Note Amendment • February 28th, 2005 • Centurion Gold Holdings Inc • Gold and silver ores • New York
EMPLOYMENT CONTRACTEmployment Agreement • July 13th, 2004 • Centurion Gold Holdings Inc • Sporting & athletic goods, nec
STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT ("Agreement") has been made and entered into as of this __8th__th day of October, 2003, between the shareholders of Desta Transport Services (Proprietary) Limited, Area 9B Property (Proprietary)...Stock Purchase Agreement • March 9th, 2004 • Centurion Gold Holdings Inc • Sporting & athletic goods, nec • Florida
AGREEMENTOil and Gas Lease Agreement • October 25th, 2005 • Centurion Gold Holdings Inc • Gold and silver ores • Texas
TERMSSubordination Agreement • March 22nd, 2005 • Centurion Gold Holdings Inc • Gold and silver ores • New York
ARTICLE ISecured Convertible Term Note • February 28th, 2005 • Centurion Gold Holdings Inc • Gold and silver ores • New York
LOAN AGREEMENT GSC Solicitors 31-32 Ely Place London EC1N 6TD Tel: 020 7822 2222 Fax: 020 7822 2217 Ref: JHB KJLoan Agreement • November 7th, 2005 • Centurion Gold Holdings Inc • Gold and silver ores
INVESTMENT AGREEMENT INVESTMENT AGREEMENT (this "AGREEMENT"), dated as of February 8, 2005 by and between Centurion Gold Holdings, Inc., a Florida corporation (the "Company"), and Dutchess Private Equities Fund, II, LP, a Delaware limited partnership...Investment Agreement • February 28th, 2005 • Centurion Gold Holdings Inc • Gold and silver ores • Massachusetts
Investec Strictly Private & Confidential 2nd February 2006 The Director, Escopeta Oil, LLC 5005 Riverway State 440 Houston Texas 77056 And Centurion Gold Holdings 12 Main Reef Road Primrose Johannesburg South Africa For the attention of Danny Davis...Engagement Letter • February 7th, 2006 • Centurion Gold Holdings Inc • Gold and silver ores
STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT ("Agreement") has been made and entered into as of this 20th day ofJune , 2003, between the shareholders of Omaruru Exploration Company (Proprietary) Limited ("Sellers"), and Centurion Gold...Stock Purchase Agreement • October 24th, 2003 • Centurion Gold Holdings Inc • Sporting & athletic goods, nec • Florida
AMENDMENT NO.2 AND AGREEMENT This Amendment No. 2 and Agreement (this "Amendment"), dated as of March 24, 2006, is entered into by and between CENTURION GOLD HOLDINGS, INC., a Florida corporation (the "Company"), and LAURUS MASTER FUND, LTD,, a Cayman...Amendment No. 2 and Agreement • March 31st, 2006 • Centurion Gold Holdings Inc • Gold and silver ores • New York
GUARANTYGuaranty • February 28th, 2005 • Centurion Gold Holdings Inc • Gold and silver ores
STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT ("Agreement") has been made and entered into as of this 2nd of February, 2004, between the shareholders of Glencairn Gold Mine (Proprietary) ("Sellers"), and Centurion Gold Holdings, Inc., a...Stock Purchase Agreement • April 15th, 2004 • Centurion Gold Holdings Inc • Sporting & athletic goods, nec • Florida
ADDENDUM TO THE MAIN AGREEMENT MAJORMATIC 167 CENTURION GOLD. It is accepted amongst the signatories to the above agreements to change the payment mechanism from cash payments to Centurion Gold stock totalling 40million shares. The transfer of this...Addendum to the Main Agreement • June 21st, 2005 • Centurion Gold Holdings Inc • Gold and silver ores
ADDENDUM TO STOCK PURCHASE AGREEMENT THIS ADDENDUM TO STOCK PURCHASE AGREEMENT ("Agreement") has been made and entered into as of this 18th day of March, 2004, between the shareholders of Glencairn Gold Mine (Proprietary) ("Sellers"), and Centurion...Stock Purchase Agreement • April 15th, 2004 • Centurion Gold Holdings Inc • Sporting & athletic goods, nec
