CENTURION GOLD HOLDINGS, INC.

                                 CODE OF ETHICS
                                       FOR
                          THE CHIEF EXECUTIVE OFFICER,
                          PRINCIPAL EXECUTIVE OFFICERS,
                            SENIOR FINANCIAL OFFICERS
                                       AND
                               BOARD OF DIRECTORS

1. Purpose.
The Board of Directors (the "Board", and each member of the Board, a "Director")
of Centurion Gold Holdings, Inc., a Florida corporation (the "Company") has
adopted the following Code of Ethics (the "Code") to apply to the Chief
Executive Officer, each other principal executive officer, the Chief Financial
Officer, and Chief Accounting Officer (the Chief Financial Officer and Chief
Accounting Officer are hereinafter referred to as the "Senior Financial
Officers"), as well as to the Directors of the Company. The Code is intended to
promote ethical conduct and compliance with laws and regulations, to provide
guidance with respect to the handling of ethical issues, to implement mechanisms
to report unethical conduct, to foster a culture of honesty and accountability,
to deter wrongdoing and to ensure fair and accurate financial reporting.

No code or policy can anticipate every situation that may arise. Accordingly,
this Code is intended to serve as a source of guiding principles. You are
encouraged to bring questions about particular circumstances that may involve
one or more of the provisions of this Code to the attention of the CFO or the
Chair of any Audit Committee established by the Company, who may consult with
the Company's outside legal counsel as appropriate.


2. Introduction.
The Chief Executive Officer, principal executive officers, Senior Financial
Officers and Directors are expected to adhere to a high standard of ethical
conduct. The reputation and good standing of the Company depend on how the
Company's business is conducted and how the public perceives that conduct.
Unethical actions, or the appearance of unethical actions, are not acceptable.
In addition to each of the directives set forth below, the Chief Executive
Officer, each principal executive officer, each Senior Financial Officer and
Director shall be guided by the following principles in carrying out their
duties and responsibilities on behalf of the Company:

      Loyalty, Honesty and Integrity. You must not be, or appear to be, subject
      to influences, interests or relationships that conflict with the best
      interests of the Company.

      Observance of Ethical Standards. When carrying out your duties and
      responsibilities on behalf of the Company, you must adhere to the high
      ethical standards described in this Code.

      Accountability. You are responsible for your own adherence and the
      adherence of the other officers and Directors to whom this Code applies.
      Familiarize yourself with each provision of this Code and those set forth
      in the Company's Insider Trading Policy.


3. Integrity of Records and Financial Reporting.
The Chief Executive Officer and Senior Financial Officers are responsible for
the accurate and reliable preparation and maintenance of the Company's financial
records. Accurate and reliable preparation of financial records is of critical
importance to proper management decisions and the fulfillment of the Company's
financial, legal and reporting obligations. As a public company, Centurion Gold
Holdings, Inc. files annual and periodic reports and makes other filings with
the Securities and Exchange Commission (the "SEC"). It is critical that these
reports be timely and accurate. The Company expects those officers who have a
role in the preparation and/or review of information included in the Company's
SEC filings to report such information accurately and honestly. Reports and
documents the Company files with or submits to the SEC, as well as other public
communications made by the Company, should contain full, fair, accurate, timely
and understandable disclosure.

The Chief Executive Officer and Senior Financial Officers are responsible for
establishing, and together with the Directors or the members of any Audit
Committee established by the Company, as the case may be, overseeing adequate
disclosure controls and procedures and internal controls and procedures,
including procedures which are designed to enable the Company to: (a) accurately
document and account for transactions on the books and records of the Company
and its subsidiaries; and (b) maintain reports, vouchers, bills, invoices,
payroll and service records, performance records and other essential data with
care and honesty.

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4. Conflicts of Interest.
You must not participate in any activity that could conflict with your duties
and responsibilities to the Company. A "conflict of interest" arises when one's
personal interests or activities appear to or may influence that person's
ability to act in the best interests of the Company. Any material transaction or
relationship that reasonably could be expected to give rise to a conflict of
interest should be disclosed to the CFO. In addition, because conflicts of
interest are not always obvious, you are encouraged to bring questions about
particular situations to the attention of the CFO.

This Code does not describe all possible conflicts of interest that could
develop. Some of the more common conflicts from which you must refrain are set
forth below:

      Family members. You may encounter a conflict of interest when doing
      business with or competing with organizations in which you have an
      ownership interest or your family member has an ownership or employment
      interest. "Family members" include a spouse, parents, children, siblings
      and in-laws. You must not conduct business on behalf of the Company with
      family members or an organization with which your family member is
      associated, unless such business relationship has been disclosed and
      authorized by the Chair of the Audit Committee.

      Improper conduct and activities. You may not engage in any conduct or
      activities that are inconsistent with the Company's best interests or that
      disrupt or impair the Company's relationship with any person or entity
      with which the Company has or proposes to enter into a business or
      contractual relationship.

      Compensation from non-Company sources. You may not accept compensation in
      any form for services performed for the Company from any source other than
      the Company.

      Gifts. You and members of your immediate family may not accept gifts from
      persons or entities if such gifts are being made in order to influence you
      in your capacity as an employee or Director of the Company, or if
      acceptance of such gifts could create the appearance of a conflict of
      interest.

      Personal use of Company assets. You may not use Company assets, labor or
      information for personal use, other than incidental personal use, unless
      approved by the Chair of the Audit Committee or as part of a compensation
      or expense reimbursement program.

5. Corporate Opportunities.
The Chief Executive Officer, principal executive officers, Senior Financial
Officers and Directors are prohibited from: (a) taking for themselves personally
opportunities related to the Company's business; (b) using the Company's
property, information, or position for personal gain; or (c) competing with the
Company for business opportunities; provided, however, if the Company's
disinterested Directors determine the Company will not pursue such opportunity,
after disclosure of all material facts by the individual seeking to pursue the
opportunity, the individual may do so.

6. Confidentiality.
You must maintain the confidentiality of information entrusted to you by the
Company and any other confidential information about the Company, its business,
customers or suppliers, from whatever source, except when disclosure is
authorized or legally mandated. For purposes of this Code, "confidential
information" includes all non-public information relating to the Company, its
business, customers or suppliers.

7. Compliance with Laws, Rules and Regulations.
It is the policy of the Company to comply with all applicable laws, rules and
regulations, and the Company expects its Chief Executive Officer, principal
executive officers, Senior Financial Officers and Directors shall carry out
their responsibilities on behalf of the Company in accordance with such laws,
rules and regulations and to refrain from illegal conduct. Transactions in
Company securities are governed by the Company's Insider Trading Policy.

8. Encouraging the Reporting of any Illegal or Unethical Behavior.
The Company is committed to operating according to the highest standards of
business conduct and ethics and to maintaining a culture of ethical compliance.
The Chief Executive Officer, principal executive officers, Senior Financial
Officers and Directors should promote an environment in which the Company: (a)
encourages employees to talk to supervisors, managers and other appropriate
personnel when in doubt about the best course of action in a particular
situation; (b) encourages employees to report violations of laws, rules and
regulations to appropriate personnel; and (c) informs employees that the Company
will not allow retaliation for reports made in good faith.

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9. Fair Dealing.
The Chief Executive Officer, principal executive officers, Senior Financial
Officers and Directors should deal fairly with the Company's customers,
suppliers, competitors and employees. It is the policy of the Company to
prohibit any person from taking unfair advantage of another through
manipulation, concealment, abuse of privileged information, misrepresentation of
material facts or any other unfair dealing practice.

10. Waivers.
It is the Company's policy that waivers of this Code will not be granted except
in exigent circumstances. Any waivers of this Code may only be granted by a
majority of the Board after disclosure of all material facts by the individual
seeking the waiver. Any waiver of this Code will be promptly disclosed as
required by law or stock exchange regulation.

11. Conclusion.
You should communicate any suspected violations of this Code, or any unethical
behavior encompassed by this Code, promptly to the Chair of the Audit Committee
or to the Vice President of Administration. Violations will be taken seriously
and investigated by the Board or by a person or persons designated by the Board
and appropriate disciplinary action will be taken in the event of any violations
of the Code.

If there are any questions involving application of this Code, guidance should
be sought from the CFO.

It shall also be the policy of the Company that the Chief Executive Officer,
principal executive officers, each Director, each Vice President, the Chief
Financial Officer, and Chief Accounting Officer of each of the Company's
operating divisions acknowledge receipt of and certify their willingness to
adhere to the foregoing annually and file a copy of such certification with any
Audit Committee of the Board.