DATED 28 October 2005
---------------------
CARBON INVESTMENTS LIMITED (1)
and
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 ALASKA
------------------------------------------
GSC Solicitors
31-32 Ely Place
London EC1N 6TD
Tel: 020 7822 2222
Fax: 020 7822 2217
Ref: JHB KJ
<PAGE>
THIS AGREEMENT is dated 28 October 2005
PARTIES
CARBON INVESTMENTS LIMITED, a company
registered under the laws of the Turks &
Caicos Islands with company number E35160
whose registered office is at Gretton
House, Pond Street, Grand Turk, Turks &
Caicos Islands, British West Indies
("Carbon"); and
CENTURION GOLD HOLDINGS, INC, a company
registered under the laws of Florida USA
with company number 65-1129207 whose
registered office is at Mainreef Road,
Primrose, South Africa ("Centurion").
WHEREAS
1. This Agreement is
supplemental to an agreement between Centurion and
Escopeta
Oil Co., LLC, ("Escopeta") a Texas Corporation dated 17 October
2005 ("the
Escopeta Agreement") a copy of which is attached as Annexe "A"
whereby
Centurion agreed to purchase an undivided 75% interest ("the
Rights")
in the oil & gas leases referred to in the Schedule thereto
("the
Oil &
Gas Leases").
2. Carbon has experience
in introducing natural resource companies to listing
on AIM on
the London Stock Exchange and has contacts with Financial
Advisers
who wish to assist Centurion in listing the Rights on AIM.
3. Carbon also has access
to third parties and investors who may be
interested
in financing the exploitation of the Rights.
4. The Parties have
agreed to enter into a joint venture for the exploitation
of the
Rights and the Oil & Gas Leases together with Escopeta on the
terms
and upon
the conditions set out below.
NOW IT IS AGREED as follows
1. Joint Venture
Subject as
follows the Parties have agreed to joint venture the
exploitation of the Rights under the Escopeta Agreement in the
proportion
as to 60%
to Carbon and 40% to Centurion ("the Joint Venture Ratios").
2. All assignments and
other documents to be entered into by Centurion
pursuant
to the terms of the Escopeta Agreement shall be documented in
the
names of
the Parties and the Parties shall do all acts and things so as
to
give
effect to the terms of this Agreement.
<PAGE>
3. Immediately following
execution of this Agreement Centurion shall give
notice of
this Agreement and its terms to Escopeta and due notice of the
Agreement
shall (if possible) be registered in the relevant land
authority
in Alaska
where the Oil & Gas Leases were initially issued and
registered.
4. Financing of the
Escopeta Agreement
Centurion
will finance and make all payments due to Escopeta under the
terms of
the Escopeta Agreement on a timeous basis and do all acts and
things
necessary to preserve the Rights under the Escopeta Agreement.
5. Notwithstanding the
provisions of paragraph 4 above the Parties shall
procure
that all costs and charges incurred by Centurion in connection
with the
Escopeta Agreement are reimbursed to Centurion in the Joint
Venture
Ratios at the time of a sale of the Rights pursuant to
paragraph
7. below
or if a sale is not effected before any division of revenue to
the
Parties pursuant to paragraph 10. below.
6. Notwithstanding the
provisions of paragraphs 4. and 5. above the Parties
shall
mutually cooperate to secure funding for Centurion to enable
Centurion
to fund all payments due and payable under the Escopeta
Agreement.
7. Sale of the Rights
The
Parties will use their respective best endeavours to procure
the
Rights
will be sold by Centurion to a listed company in the UK or
elsewhere
for a consideration to be established following completion of a
Competent
Valuation Report to be commissioned by Centurion.
8. Conduct of the
Sale/Listing of the Rights
The
Parties shall mutually cooperate to secure a sale of the Rights
pursuant
to paragraph 7. above and Centurion will expeditiously appoint
all and
any necessary professional advisers to effect such sale.
9. Competent Valuers
Report
Centurion
will coordinate the preparation of the Competent Valuation
Report as
soon as practicably possible with the intent that such Report
shall be
available by no later than 31 December 2005 with an Executive
Summary
Report giving estimates of the reserves within the Prospects
contained
within the Oil & Gas Leases being completed as soon as
possible.
10. Conduct of Joint Venture in
the event of no Sale
In the
event that the Parties are not successful in coordinating and
securing a
sale of the Rights Centurion shall fulfil its obligations under
the
Escopeta Agreement.
<PAGE>
11. Option
In
consideration of the introduction by Carbon of Centurion to
Escopeta,
Centurion
hereby grants to Carbon an option to purchase 20 million shares
of common
stock in the capital of Centurion at an option price of 50
cents
per share
exercisable by Carbon at any time within one year from the date
hereof on
the giving of notice in writing to Centurion.
12. Restrictions
12.1 Centurion shall not without the
prior written approval of Carbon:
12.1.1
sell, transfer, lease, assign or otherwise dispose of the Rights
or
any part thereof (or any interest therein), or contract so to
do
whether or not for valuable consideration;
12.1.2
mortgage encumber, pledge or otherwise charge the Rights or any
part thereof (or any interest therein), or contract so to do;
12.1.3 do
or permit or suffer to be done any act or thing whereby
Centurion may be wound up (whether voluntarily or
compulsorily);
12.1.4
enter into any contract or transaction relating to the Rights
except in accordance with the terms of this Agreement and in on
the
ordinary and proper course of its business in promoting and
developing the Rights on arm's length terms;
12.1.5
borrow or raise money secured on the Rights;
12.1.6
take major decisions relating to the Rights (in excess of
US$10,000
being regarded as material for these purposes);
12.1.7
incur capital expenditure in respect of
