CENTURION GOLD HOLDINGS, INC. SECURITIES PURCHASE AGREEMENT FEBRUARY 18, 2005 TABLE OF CONTENTSSecurities Purchase Agreement • February 28th, 2005 • Centurion Gold Holdings Inc • Gold and silver ores • New York
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
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
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
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
ARTICLE ISecured Convertible Term Note • February 28th, 2005 • Centurion Gold Holdings Inc • Gold and silver ores • New York
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
GUARANTYGuaranty • February 28th, 2005 • Centurion Gold Holdings Inc • Gold and silver ores
