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(Send Draft 5/7/2004)

                                 LOAN AGREEMENT

between

                        THE HOLLANDSCHE TRUST SWITZERLAND
                                 NO. IT 8953/98

                                 ("the lender")

                        GLENCAIRN GOLD MINE (PTY) LIMITED

                                ("the borrower")

                           CENTURION GOLD HOLDINGS INC

                               ("the shareholder")

                      CENTURION GOLD HOLDINGS (PTY) LIMITED

                          ("the associated company/s")

                                       AND

                                ("the sureties")

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1.    DEFINITIONS

      In this agreement unless the context clearly indicates a contrary
      intention the following expressions shall bear the meanings assigned to
      them below and cognate expressions shall bear corresponding meanings:

1.1         "the agreement" : this agreement;

1.2         "fixed rate" : a rate of 10% (ten percent) per annum;

1.3         "the Group" : the borrower, the shareholder and the associated
            companies;

1.5         "loan" : the loan referred to in clause 2;

1.6         "parties" : the lender, the borrower, the shareholder and the
            associated companies;

2.    THE LOAN

      The lender agrees to lend to the borrower who agrees to borrow from the
      lender an amount of $625000,00 at 6 rand to the united states dollar (six
      hundred and twenty five thousand dollars at exchange rate of six rand to
      the united states dollar) on the terms and conditions herein contained.

3.    ADVANCES

3.1         The loan shall be advanced by the lender to the borrower against
            submission of proof acceptable to the lender confirming that all the
            provisions of this Agreement have been complied with.

3.2         The loan amount shall be deposited into the bank account of the
            borrower at Standard Bank Limited, Rivonia South Africa branch, Acc.
            No 221499237.

4.    REPAYMENT

4.1         The loan shall be repaid on or before the 31st June 2005.

4.2         The borrower hereby acknowledges and agrees that the lender shall
            have the right to appropriate and allocate any monies received from
            the borrower to any indebtedness or obligation of the borrower to
            the lender as the lender may deem fit in its sole and absolute
            discretion, and the borrower hereby waives the right to name the
            debt to which any such monies may or shall in such event be
            allocated or appropriated.

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5.    RATE OF INTEREST

5.1         For the purposes of calculating interest in terms of this agreement
            a month shall be the period from the first day of a month to the
            last day of the month, both days inclusive.

5.2         The loan shall bear interest at the rate of 10 % per annum from the
            date that the loan is paid into the bank account of the borrower.

5.3         Interest shall be calculated on the balance of capital outstanding
            from day to day and is payable monthly in arrear on the last day of
            every successive month.

5.4         The first payment of interest shall be due and payable on the last
            day of the month during which the loan is deposited into the account
            of the borrower.

6.    CONDITIONS PRECEDENT

      It shall be a condition precedent to any advance whatsoever under this
      agreement that:

6.1         the shareholder, the associated company and the sureties shall have
            guaranteed the obligations of the borrower under this agreement in
            such form and subject to such terms and conditions as the lender may
            reasonably require;

6.2         as security for the obligations of the borrower under this agreement
            there shall be registered by the lender's conveyancers, in such form
            and subject to such terms and conditions as the lender may
            reasonably require a general notarial bond by the borrower, for the
            capital amount of $6250000,00 (six hundred and twenty five thousand
            united states dollars) as per clause 2 over all its movable assets,
            in favour of the lender plus additional costs;

7.    RESTRICTION OF USE OF LOAN

      The borrower shall use the loan solely as working capital at its Primrose
      operations and under no circumstances will be utilised to pay any loan
      accounts of the past or present shareholders.

8.    UNDERTAKINGS BY THE GROUP

8.1         The Group undertakes that as long as any amount is owing under the
            loan, it shall:

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8.1.1             allow the duly authorised representatives of the lender at all
                  reasonable times to inspect its premises, works and equipment
                  and its books, documents and records and to make extracts from
                  or copies of the latter on the understanding that the
                  information obtained from the borrower will remain
                  confidential and restricted to the lender;

8.1.2             at all times insure with an insurer acceptable to the lender
                  and keep insured to the satisfaction of the lender all its
                  present and future insurable assets for such amounts and
                  against such risks as the lender may from time to time require
                  and will, if called upon to do so, cede the policies in
                  respect of assets over which the lender holds security for the
                  loan to the lender as collateral security. Should the borrower
                  or the associated companies fail to effect any of the
                  insurances required in terms of this agreement or to pay the
                  premiums thereon when due, such failure shall constitute a
                  breach of this agreement and the lender shall have the right
                  to effect such insurances and to pay such premiums to the
                  insurer concerned and to recover the amount so disbursed from
                  the borrower together with interest at the prime overdraft
                  rate;

8.1.3             furnish to the lender their audited annual financial
                  statements, as soon as such documents are available, but
                  within six months after the end of the financial year
                  concerned;

8.1.4             at all times maintain the plant, buildings and machinery owned
                  or used by them in good order and repair to the satisfaction
                  of the lender;

8.1.5             not materially change the nature of their businesses which
                  would have the effect of the borrower no longer being a bona
                  fide operator of the gold mining operation at Primrose;

8.2         not without the prior written consent of the lender:

8.2.1             pay any dividends in cash;

8.2.2             repay any shareholders' loans;

8.2.3             pay any interest on shareholders' loans in cash; or

8.2.4             pay fees, salaries, remuneration, commission or emoluments of
                  any kind whatsoever to its shareholders;

8.3         The borrower further undertakes that as long as any amount is owing
            under this loan, it shall not without the prior written consent of
            the lender dispose of any of the assets encumbered under the
            notarial bond or further mortgage, pledge or hypothecate, or in any
            other way further encumber any of the said assets.

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9.    UNDERTAKING BY THE SHAREHOLDER

      The shareholder undertakes that as long as any amount is owing under the
      loan, it shall give effect to the limitations on and undertakings of the
      Group as set out in this Agreement.

10.   RESTRICTION ON DISPOSAL OF SHARES

      The Group undertakes that until repayment of the loan in full -

10.1        the shareholder will not issue any further shares except as provided
            herein; and

10.2        the shareholder will not sell or in any other way dispose of any of
            its shares in the borrower;

      without the prior written consent of the lender, which consent shall not
      be unreasonably withheld.

11.   BREACH

11.1        Should the borrower fail for any reason whatsoever to make any
            payment of interest or any instalment of capital on due date or
            should any member of the Group commit any breach or fail to observe
            any of the provisions of this agreement, then -

11.1.1            without prejudice to the lender's rights under clause 14.2,
                  the rate of interest applicable to the loan shall be increased
                  to the alternative rate for the duration of such breach or
                  failure; and

11.1.2            the full amount owing under the loan shall, failing
                  rectification of such breach or failure within 14 (fourteen)
                  days of having been given notice in writing by the lender of
                  such breach or failure, forthwith and without any further
                  notice become payable by the borrower and the lender shall be
                  entitled to withhold any amount not yet advanced to the
                  borrower.

11.2        Without prejudice to any right the lender may have under this
            agreement to demand repayment at any time, any amount owing under
            this agreement shall immediately and without notice become payable
            upon the happening of any of the following events which shall be
            deemed to be a breach of this agreement by the borrower namely, if -

11.2.1            any member of the Group is placed in liquidation or under
                  judicial management, whether provisional or final, or a
                  special resolution is passed for the winding-up of any member
                  of the Group; or

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11.2.2            a judgment is entered against the borrower or the shareholder
                  and the borrower or the shareholder fails within 14 (fourteen)
                  days after becoming aware of such judgment either to satisfy
                  the same or to apply for it to be set aside or to appeal
                  against it and in the event of such application or appeal
                  being unsuccessful, failing to make immediate payment; or

11.2.3            the borrower fails to utilise the loan or any portion thereof
                  for the purpose for which it had been advanced; or

11.2.4            without the prior written consent of the lender, any member of
                  the Group ceases to conduct its business.

12.   LIQUID DOCUMENT

12.1        The amount of the borrower's indebtedness to the lender in terms of
            this agreement at any time shall be determined and proved by a
            certificate signed by any one of the lender's authorised signatories
            whose appointment, qualification and authority need to be proved.

12.2        A certificate in terms of clause 12.1 shall be -

12.2.1            binding on the borrower as prima facie proof of the amount of
                  the borrower's indebtedness hereunder;

12.2.2            valid as a liquid document against the borrower in any
                  competent court for the purpose of obtaining provisional
                  sentence against the borrower thereon.

13.      ISSUE OF SHARES

13.1        On signature hereof the shareholder shall issue to the lender free
            of any consideration 500 000 (five hundred thousand) shares in the
            shareholder. The said shares will be issued to the lender in terms
            of Rule 144 Restricted stock of the Securities Exchange Commission.

13.2        The parties record that the said shares will only be tradable with
            effect from one year of issuance date.

13.3        The lender shall be entitled to retain the aforesaid shares as its
            sole and absolute property regardless of whether or not the loan is
            repaid. The parties record that the shares represent the estimated
            loss of the opportunity cost of the lender selling its aflease
            shares to raise the capital for the loan.

13.4        In addition to the aforesaid, the shareholder shall on signature
            furnish the lender with a promissory note in terms of which the
            shareholder undertakes to issue to the lender in the event of the
            borrower failing to pay the capital or the capital becoming due and
            payable, shares in the shareholder to the value of the outstanding
            debt. The provisions of 12.2 shall apply as to the amount of the
            borrower's indebtedness.

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14.   SURETY

      The sureties hereby interpose and bind themselves as surety for and as co-
      principal debtor in solidum jointly and severally with the borrower in
      favour of the lender in respect of any claim arising out of this agreement
      or any cancellation thereof, under renunciation of the benefits of
      excussion, division and cession of action and of the benefit of all other
      exceptions which might or could be pleaded by them and they shall:

14.1              be bound by all acknowledgements and admission by the
                  borrower;

14.2              not be entitled to be released here from by virtue of any
                  variations or novation of this agreement, the release of any
                  other security furnished by or on behalf of the borrower or
                  any extension of time or other indulgence granted by the
                  lender.

15.   CESSION OF LOAN ACCOUNT

15.1        The shareholder hereby cedes to the lender all its rights in and to
            its loan account in the borrower and being each and every sum of
            money which the borrower may now or at any time hereafter owe to the
            shareholder in respect of monies lent and advanced which monies the
            shareholder irrevocably undertakes not to withdraw from the borrower
            without the prior written consent of the lender.

15.2        The shareholder shall procure that the auditors of the borrower are
            advised of the cession and that same is noted in the books and
            financial statements of both the borrower and the shareholder.

15.3        This cession is given as a continuing covering security.

15.4        The shareholder and the borrower appoint the lender irrevocably as
            their agent with full and unlimited power to realise the rights
            ceded in terms of this cession in any way the lender may deem
            necessary.

16.   CESSION AND PLEDGE OF SHARES

16.1        As security for the proper and timeous performance by the borrower
            of all its obligations to the lender, the shareholder hereby pledges
            to the lender all right, title and interest whatever which the
            shareholder may have to and arising out of the shares held by it in
            the borrower.

16.2        The shares shall be regarded as pledge to the lender as a continuing
            covering security for all sums of money which the borrower may now
            or at any time hereafter owe to the lender.

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16.3        In order to perfect the pledge of the shares, the shareholders
            shall, simultaneously with the signing hereof, deliver to the lender
            the share certificates in respect of all the shares held by it in
            the borrower.

16.4        The shareholder warrants to the lender that it is the beneficial
            owner and holder of the shares and that no right of pre-emption or
            option exists or will exist in respect of the shares for so long as
            this agreement is enforced between the parties.

16.5        If the lender becomes entitled to claim payment from the borrower
            and/or the shareholder in respect of any of the obligations for
            which this pledge has been given, the lender shall be entitled
            without notice to the shareholder to acquire all or any of the
            pledged shares at a price equal to the fair value thereof which, in
            the absence of agreement shall be determined by the auditors of the
            borrower acting as experts and not as arbitrators and their decision
            shall be final and binding on the shareholder and/or convey valid
            title in the shares to any purchaser thereof.

16.6        If the lender becomes entitled for any reason to exercise its right
            set out above, the shareholder hereby irrevocably and in rem suam
            nominates, constitutes and appoints the lender as the shareholders
            attorney and agent in the shareholders name, place and stead to sign
            and execute all such documents and to do all such things as in its
            sole and absolute discretion may consider necessary to give effect
            to this pledge.

17.   GENERAL CONDITIONS

17.1        No alteration, variation or consensual cancellation of this
            agreement shall be of any effect unless it is recorded in writing
            and signed by all the parties to this agreement of their respective
            successors in title.

17.2        No relaxation which the lender may allow the borrower at any time in
            regard to the carrying out of this agreement, shall -

17.2.1            prejudice any of the lender's rights under this agreement in
                  any manner whatever;

17.2.2            be regarded as a waiver of any of those rights.

17.3        The clause headings are inserted for convenience only and shall in
            no way affect the construction hereof.

18.   DOMICILIUM

18.1        For the purpose of this agreement the borrower choose the following
            domiciliums:

18.1.1            the borrower:

18.1.2            the shareholder:

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18.1.3            the associated company:

18.1.4            the sureties

18.2        All notices which are to be given by the lender in terms of this
            agreement shall be presumed, until the contrary is proved to have
            been received:

18.2.1            if delivered by hand on the date of delivery to the address
                  above;

18.2.2            if transmitted by facsimile on the first business day after
                  the transmission.

18.3        The parties may by notice in writing from time to time alter their
            addresses and facsimile details.

19.   GOVERNING LAW

      This Agreement shall be governed by, construed and enforced in accordance
      with the laws of the Republic of South Africa.

20.   COSTS The borrower shall pay -

20.1        the costs of and incidental to the preparation of this agreement;

20.2        the costs of and incidental to the registration of the notarial
            bond;

20.3        the amount of all charges and expenses of whatever nature,
            including, but without derogating from the generality of the
            aforegoing, attorney and client legal costs and collection
            commission incurred by the lender in securing or endeavouring to
            secure fulfilment, of any obligations in terms of this agreement.

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For and on behalf of Hollandsche Trust IT 8953/98 Switzerland.

Trustee
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As Witness:                                                 Date:


For and behalf of Glencairn Mine PTY Ltd,Centurion Gold Holdings Inc,Centurion
Gold Holdings PTY Ltd.

Director
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As Witness:                                                 Date: