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
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" and, together with the Term
Note, the "Loan Documents").

      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:

      I. 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 on any date of conversion under
      this Note (I) with respect to the first $750,000 of principal amount of
      this Note converted pursuant to the terms hereof on or after March 24,
      2006 (and all interest and fees related thereto), seventy five percent
      (75"/0) of the five (5) lowest closing prices of the Common Stock during
      the twenty two (22) trading days immediately prior to the date of such
      conversion; provided, however, that such Fixed Conversion Price as to the
      first $750,000 of principal amount shall not be less than $0.05 (subject
      to adjustments as provided herein) and (ii) with respect to the remaining
      amounts convertible under or in connection with, this Note, $0.30 (subject
      to adjustments as provided herein),"

      2. The Company hereby agrees to, on or prior to March 28, 2006 to file a
Rule 424(b) supplement (the "Post- Effective Supplement") to its Registration
Statements with the Securities and Exchange Commission (the "SEC") relating to
the Note, which Post-Effective Supplement shall restate the Fixed Conversion
Price applicable to the Note and as set forth in Section I of this Amendment.

      3. The amendments set forth above shall be effective as of the date first
above written (the "Amendment Effective Date") on the date when each of the
Company and the Laurus shall have executed and the Company shall have delivered
to Laurus its respective counterpart to this Amendment.

      4. Except as specifically set forth in this Amendment, there are no other
amendments, modifications or waivers to the Loan Documents and all of the other
forms, terms and provisions of the Loan Documents remain in full force and
effect.


      5. The Company hereby represents and warrants to the Launu that (1) no
Event of Default (as defined in the Note) exists on the date hereof, (ii) on the
date hereof, all representations, warranties and covenants made by the Company
in connection with the Loan Documents are true, correct and complete and (iii)
on the date hereof, all of the Company's and its Subsidiaries' covenant
requirements have been met.

      6. From and after the Amendment Effective Date, all references in the Loan
Documents shall be deemed to be references to the Loan Documents, as the case
may be, as modified hereby.

      7. The Company understands that the Company has an affirmative obligation
to make prompt public disclosure of material agreements and material amendments
to such agreements. It is the Company's determination that neither this
Amendment nor the terms and provisions of this Amendment, including without
limitation the reduction of the fixed conversion price set forth in section 1 of
this Agreement, (collectively, the "Information') are material. The Company has
bad an opportunity to consult with counsel concerning this determination, The
Company hereby agrees that Laurus shall not be in violation of any duty to the
Company or its shareholders, nor shall Laurus be deemed to be misappropriating
any information of the Company, if Laurus sells shares of common stock of the
Company, or otherwise engages in transactions with respect to securities of the
Company, while in possession of the Information.

      8. 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 their respective 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

      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: /s/
                                             -----------------------------------
                                             Name:
                                             Title:

LAURUS MASTER FUND, LTD.


By: /s/
    -----------------------------------
    Name:
    Title: