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 Cayman
Islands company ("LAURUS"), for the purpose of amending the terms of the Secured
Convertible Term Note, dated September 23, 2004 (as amended, modified or
supplemented from time to time, the "TERM NOTE") in the aggregate principal
amount of Three Million Dollars ($3,000,000) issued by the Company to Laurus
pursuant to the Securities Purchase Agreement dated as of September 23, 2004, by
and between the Company and Laurus (as amended, modified or supplemented from
time to time, the "SECURITIES PURCHASE AGREEMENT").
Capitalized terms used herein without definition shall have the meanings
ascribed to such terms in the Term Note.
WHEREAS, the Company and Laurus have agreed to make certain changes to the
Term Note as set forth herein.
NOW, THEREFORE, in consideration of the above, and for other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:
1. Section 2.1(a) of the Term Note is hereby amended by deleting the last
sentence appearing therein in its entirety and inserting the following new
sentence 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 Rule
424(b) supplement (the "POST-EFFECTIVE SUPPLEMENT") to its Registration
Statement with the Securities and Exchange Commission (the "SEC") on October __,
2004 (the "EXISTING REGISTRATION STATEMENT") which Post-Effective Supplement
states the Fixed Conversion Price applicable to the Term Note is as set forth in
Section 1 of this Amendment.
3. Laurus and the Company hereby agree that, notwithstanding any prior
agreement to the contrary, the shares of Common Stock issuable as a result of
such amendment and the change to the fixed conversion price to the Term Note
shall be registered in the next registration statement filed by the Company on
Form SB-2 (or similar form, excluding a Form S-8); provided, however, that the
Company shall file such a registration statement with respect to such shares no
later than April 1, 2005. Furthermore, the Company and Laurus agree that, with
respect to the shares of Common Stock issuable as a result of the amendment to
the Fixed Conversion Price set forth in Section 1 above, (i) April 1, 2005 shall
be the applicable "Filing Date", under and as defined in that certain
Registration Rights Agreement, dated as of March __, 2005, by and between the
Company 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.
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4. This Amendment shall be effective as of the date hereof following the
execution and delivery of same by each of the Company and Laurus.
5. Except as specifically set forth in this Amendment, there are no other
amendments to the Term Note, and all of the other terms and provisions of the
Term Note remain in full force and effect.
6. The Company hereby represents and warrants to Laurus that as of the
date hereof, no Event of Default exists and is continuing and all
representations, warranties and covenants made by Company in connection with the
issuance of the Term Note and the Securities Purchase Agreement are true,
correct and complete and all of Company's and its Subsidiaries' covenant
requirements 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 their
respective successors and permitted assigns and shall inure to the benefit of
and be enforceable by each of the parties hereto and its successors and
permitted assigns. THIS AMENDMENT SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE
WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. This Amendment may be
executed in any number of counterparts, each of which shall be an original, but
all of which shall constitute one instrument.
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IN WITNESS WHEREOF, each of the Company and Laurus has caused this
Amendment to be effective and signed in its name effective as of the date set
forth above.
CENTURION GOLD HOLDINGS, INC.
By:________________________________
Name:
Title:
LAURUS MASTER FUND, LTD.
By:______________________________
Name:
Title:
