CENTURION FUNDS, INC.
                        on behalf of
                 Centurion U.S. Contra Fund
               INVESTMENT MANAGEMENT AGREEMENT

                                            December 6, 2001

Centurion Trust Company
2525 East Camelback Road - Suite 530
Phoenix, Arizona 85016-4200

Dear Sirs:
          Centurion  Funds, Inc. (the Fund),  a  corporation
formed under the laws of the State of Maryland, confirms its
agreement  with Centurion Trust Company (the  Manager)  with
respect  to  the Manager's serving as investment manager  of
the  Centurion U.S. Contra Fund (the Portfolio) as set forth
below.

Section 1.     Investment Description; Appointment

          The Fund desires to employ the Portfolio's capital
by  investing and reinvesting in investments of the kind and
in  accordance with the investment objectives, policies  and
limitations specified in the Fund's Charter dated August 20,
1998,  as  amended from time to time (the Charter),  in  the
prospectus   (the  Prospectus)  and  in  the  statement   of
additional   information   (the  Statement   of   Additional
Information)   filed  with  the  Securities   and   Exchange
Commission  (the  SEC)  as part of the  Fund's  Registration
Statement on Form N-1A, as amended from time to time and  in
the  manner  and to the extent as may from time to  time  be
approved  in the manner set forth in the Charter. Copies  of
the   Fund's   Prospectus,  the  Statement   of   Additional
Information  and the Charter have been or will be  submitted
to  the  Manager.  The  Fund desires to  employ  and  hereby
appoints  the  Manager to act as the Portfolio's  investment
manager.  The Manager accepts the appointment and agrees  to
furnish  the  services  described  in  Section  2  of   this
Agreement  for the compensation set forth in  Section  6  of
this Agreement.

Section 2.     Services as Manager; Appointment of Sub-
advisers

          Subject  to the supervision and direction  of  the
Board of Directors of the Fund, the Manager will:

          (a)   act  in  strict conformity with  the  Fund's
Articles  of  Incorporation, the Investment Company  Act  of
1940, as amended (the Act), and the Investment Advisers  Act
of 1940, as amended (the Advisers Act);

          (b)   manage  the Portfolio's assets in accordance
with  the  Portfolio's investment objective and policies  as
stated   in  the  Prospectus  and  Statement  of  Additional
Information;

          (c)  make investment decisions for the Portfolio;

          (d)  place purchase and sale orders for securities
on behalf of the Portfolio;

          (e)    exercise  voting  rights  in   respect   of
portfolio   securities  and  other   investments   for   the
Portfolio; and

          (f)  monitor and evaluate the services provided by
the   Portfolio's   investment  sub-adviser(s)   (the   Sub-
adviser(s)),  if  any,  under the terms  of  the  applicable
investment sub-advisory agreement(s).

          In  providing  these services,  the  Manager  will
provide   investment   research  and  supervision   of   the
Portfolio's investments and conduct a continual  program  of
investment,  evaluation  and,  if  appropriate,   sale   and
reinvestment  of the Portfolio's assets.  In  addition,  the
Manager will furnish the Portfolio with whatever statistical
information  the  Portfolio  may  reasonably  request   with
respect  to  the securities that the Portfolio may  hold  or
contemplate purchasing.

          Subject  to the approval of the Directors  of  the
Fund   and,   where   required  by  law,   the   Portfolio's
shareholders,  the  Manager may engage  an  investment  sub-
adviser  or  sub-advisers to provide  advisory  services  in
respect of the Portfolio and may delegate to such investment
sub-adviser(s)    the    responsibilities    described    in
subparagraphs  (b), (c), (d) and (e) above.   In  the  event
that  a  Sub-adviser's engagement has been  terminated,  the
Manager  shall  be responsible for furnishing the  Portfolio
with   the  services  required  to  be  performed  by   such
investment sub-adviser under the applicable investment  sub-
advisory  agreement or arranging for a successor  investment
sub-adviser(s)  to  provide  such  services  on  terms   and
conditions acceptable to the Portfolio and the Fund's  Board
of Directors and subject to the requirements of the Act.

Section 3.     Brokerage

          In  executing  transactions for the Portfolio  and
selecting  brokers or dealers, the Sub-adviser(s)  will  use
its  best  efforts to seek the best overall terms available.
In  assessing  the  best  overall terms  available  for  any
portfolio  transaction, the Sub-adviser  will  consider  all
factors it deems relevant including, but not limited to, the
breadth of the market in the security or commodity interest,
the  price  of  the  security  or  commodity  interest,  the
financial  condition and execution capability of the  broker
or  dealer and the reasonableness of any commission for  the
specific  transaction and for transactions executed  through
the broker or dealer in the aggregate.  In selecting brokers
or  dealers  to  execute  a particular  transaction  and  in
evaluating the best overall terms available, the Sub-adviser
may  consider the brokerage and research services (as  those
terms  are  defined  in  Section  28(e)  of  the  Securities
Exchange Act of 1934) provided to the Portfolio and/or other
accounts   over  which  the  Sub-adviser  or  an   affiliate
exercises investment discretion.

Section 4.     Information Provided to the Fund

          The  Manager  will  keep  the  Fund  informed   of
developments  materially affecting  the  Portfolio  and  the
Manager  will, on its own initiative, furnish the Fund  from
time  to time with whatever information the Manager believes
is appropriate for this purpose.

Section 5.     Standard of Care

          The  Manager  shall exercise its best judgment  in
rendering  the services provided by it under this Agreement.
The Manager shall not be liable for any error of judgment or
mistake of law or for any loss suffered by the Portfolio  in
connection with the matters to which this Agreement relates,
provided  that nothing in this Agreement shall be deemed  to
protect  or  purport  to  protect the  Manager  against  any
liability  to the Portfolio or to holders of the Portfolio's
shares  of  beneficial interest to which the  Manager  would
otherwise  be subject by reason of willful misfeasance,  bad
faith or gross negligence on its part in the performance  of
its  duties or by reason of the Manager's reckless disregard
of its obligations and duties under this Agreement.

Section 6.     Compensation

          (a)    In   consideration  of  services   rendered
pursuant to this Agreement, the Portfolio will accrue  daily
and  pay monthly a fee to the Manager at the annual rate  of
1.20% of the average daily net assets of the Portfolio.

          (b)   The fee for the period from the commencement
of  investment  operations to the end of  the  month  during
which   investment  operations  commence  will  be  prorated
according  to the proportion that such period bears  to  the
full  monthly period, and will be payable that  month.  Upon
any termination of this Agreement before the end of a month,
the  fee  for  such  part of that month  shall  be  prorated
according  to the proportion that such period bears  to  the
full  monthly period and will be payable upon  the  date  of
termination of this Agreement.

          (c)   For  the purpose of determining fees payable
to  the  Manager  under this Agreement,  the  value  of  the
Portfolio's  net  assets  will be  computed  in  the  manner
described  in the Fund's current Prospectus and/or Statement
of Additional Information.

Section 7.     Costs and Expenses

          The  Manager will bear all expenses in  connection
with  the  performance of its services under this Agreement,
including  the  payment  of salaries  of  all  officers  and
employees  who are employed by it as well as the payment  of
the  fees of the Sub-adviser(s). The Portfolio will bear its
proportionate share of certain other expenses to be incurred
in   its  operation,  including:  investment  advisory   and
administration  fees; taxes, interest,  brokerage  fees  and
commissions, if any; fees of Directors of the Fund  who  are
not  officers, directors, or employees of the Manager or any
of  its affiliates; fees of any pricing service employed  to
value  shares of the Portfolio; SEC fees and state blue  sky
qualification fees; charges of custodians and  transfer  and
dividend  disbursing  agents; the Portfolio's  proportionate
share  of  insurance  premiums; outside auditing  and  legal
expenses; costs of maintenance of the Portfolio's existence;
costs  attributable to investor services, including, without
limitation,  telephone  and  personnel  expenses;  costs  of
preparing  and  printing  prospectuses  and  statements   of
additional  information  for  regulatory  purposes  and  for
distribution    to   existing   shareholders;    costs    of
shareholders'  reports  and  meetings  of  the   Portfolio's
shareholders and of the officers or Directors of  the  Fund;
and any extraordinary expenses.

          The Portfolio will be responsible for nonrecurring
expenses  which may arise, including costs of litigation  to
which  the Portfolio is a party and of indemnifying officers
and  Directors  of the Fund with respect to such  litigation
and other expenses as determined by the Directors.

Section 8.     Services to Other Companies or Accounts

          The Fund understands that the Manager and the Sub-
adviser(s)  may act as investment advisers to fiduciary  and
other   managed   accounts,   including   other   investment
companies, and the Fund has no objection to the Manager  and
Sub-adviser(s)  so  acting,  provided  that   whenever   the
Portfolio  and  one or more other accounts  advised  by  the
Manager   or   Sub-adviser(s)  have  available   funds   for
investment,  investments suitable and appropriate  for  each
will  be allocated in accordance with a formula believed  to
be equitable to each account or company. The Fund recognizes
that  in some cases this procedure may adversely affect  the
size  of  the  position obtainable for  the  Portfolio.   In
addition,  the  Fund understands and acknowledges  that  the
persons employed by the Manager to assist in the performance
of the Manager's duties under this Agreement will not devote
their  full  time to such service and nothing  contained  in
this  Agreement  shall be deemed to limit  or  restrict  the
right  of  the  Manager or any affiliate of the  Manager  to
engage  in and devote time and attention to other businesses
or to render services of any kind or nature.

Section 9.     Term of Agreement

          (a)   This Agreement will become effective  as  of
December ___, 2001 (Effective Date), and shall continue  for
an  initial  term  of  two years from  the  Effective  Date.
Thereafter, this Agreement shall continue automatically  for
successive  annual  periods, provided  such  continuance  is
specifically  approved at least annually by (i)  the  Fund's
Board  of  Directors or (ii) a vote of  a  majority  of  the
Portfolio's outstanding voting securities (as defined in the
Act), provided that in either event the continuance is  also
approved  by a majority of Directors who are not  interested
persons  (as  defined  in the Act)  of  any  party  to  this
Agreement,  by vote cast in person at a meeting  called  for
the purpose of voting on such approval.

          (b)    This   Agreement  is  terminable,   without
penalty, on 60 days' written notice, by the Fund's Directors
or  by  vote  of  holders of a majority of  the  Portfolio's
outstanding  voting  securities, or upon  90  days'  written
notice, by the Manager.

          (c)   This  Agreement will terminate automatically
in  the event of its assignment (as defined in the Act or in
rules adopted under the Act).

Section 10.    Miscellaneous

          (a)   The Fund recognizes that directors, officers
and employees of the Manager may from time to time serve  as
directors,  trustees, officers and employees of corporations
and  business trusts (including other investment  companies)
and  that such other corporations and trusts may include the
name  Centurion as part of their names, and that the Manager
or   its  affiliates  may  enter  into  advisory  or   other
agreements with such other corporations and trusts.  If  the
Manager  ceases  to  act as the investment  manager  of  the
Fund's  shares,  the  Fund agrees  that,  at  the  Manager's
request,  the Fund's license to use the word Centurion  will
terminate  and that the Fund will take all necessary  action
to  change  the  name of the Fund to a name  that  does  not
include the word Centurion.

          (b)   This Agreement shall be governed by the laws
of  the State of Arizona, provided that nothing herein shall
be  construed  in a manner inconsistent with  the  Act,  the
Advisers Act or rules or orders of the SEC.

          (c)   The  captions of this Agreement are included
for  convenience only and in no way define or limit  any  of
the provisions hereof or otherwise affect their construction
or effect.

          (d)   If any provision of this Agreement shall  be
held  or made invalid by a court decision, statute, rule  or
otherwise,  the  remainder of this Agreement  shall  not  be
affected thereby and, to this extent, the provisions of this
Agreement shall be deemed to be severable.

          (e)    Nothing   herein  shall  be  construed   as
constituting the Manager as an agent of the Fund.

          (f)    This   Agreement   may   be   executed   in
counterparts, with the same effect as if the signatures were
upon the same instrument.

          If  the  foregoing  is  in  accordance  with  your
understanding,  kindly  indicate  your  acceptance  of  this
Agreement by signing and returning the enclosed copy of this
Agreement.

                                   Very truly yours,
                                   CENTURION FUNDS, INC.
                                   on behalf of the
                                   Centurion U.S. Contra
                                   Fund


                                   By:
                                   _________________________
                                   __
                                      Name:     Gerard P.
                                      Dipoto, Jr.
                                      Title:    President

Accepted:
CENTURION TRUST COMPANY


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