SECURITIES PURCHASE AGREEMENT



This Agreement, dated as of August 26, 2004, is entered into by and among

Infinity Capital Group, Inc., a Maryland corporation (the \"Company\"), and the

individuals and entities listed on Exhibit A hereto as Purchasers (the

\"Purchasers\").  In consideration of the mutual promises and covenants

contained in this Agreement, the parties hereto agree as follows:



1.     Sale of Shares.



1.1     Sale of Shares.  Subject to the terms and conditions of this Agreement,

at the Closing (as defined in Section 2.1) the Company will sell and transfer to

each of the Purchasers, and each of the Purchasers will purchase, the number of

shares of common stock of Azonic Corporation (\"Azonic\"), a Nevada corporation

(the \"Common Stock\"), set forth opposite such Purchaser's name on Exhibit A,

for the purchase price of $0.0091087 per share (the \"Purchase Price\").  The

shares of Common Stock sold under this Agreement are referred to as the

\"Shares.\"  The Company's agreement with each Purchaser is a separate

agreement, and the sale of Shares to each Purchaser is a separate sale.



2.     Closing.



2.1     The Closing.  The closing (the \"Closing\") of the sale and purchase of

the Shares under this Agreement shall take place at the offices of the Company,

7 Dey Street, Suite 900, New York, New York 10007 (or remotely via the exchange

of documents and signatures) as of the date of this Agreement (the \"Closing

Date\").  At the Closing:



(a)     the Company shall deliver to each of the Purchasers a certificate for

the number of Shares set forth opposite such Purchaser's name on Exhibit A,

registered in the name of such Purchaser; and



(b)     each Purchaser shall pay to the Company, by wire transfer of immediately

available funds or other method acceptable to the Company, the aggregate

Purchase Price for the number of Shares such purchaser is purchasing hereunder.



3.     Representations and Warranties of the Company.  The Company hereby

represents and warrants to each Purchaser that the statements contained in this

Section 3 are complete and accurate as of the date of this Agreement.



3.1     Organization and Standing.  The Company is a corporation duly organized,

validly existing and in good standing under the laws of the State of Maryland

and has full corporate power and authority to conduct its business as presently

conducted and as proposed to be conducted by it and to enter into and perform

this Agreement and to carry out the transactions contemplated by this Agreement.

The Company has at all times complied with all provisions of its Certificate of

Incorporation and By-laws and is not in default under, or in violation of, any

such provision.



3.2     Authority for Agreement; No Conflict.  The execution, delivery and

performance by the Company of this Agreement, and the consummation by the

Company of the transactions contemplated hereby, have been duly authorized by

all necessary corporate action.  This Agreement has been duly executed and

delivered by the Company and constitutes valid and binding obligations of the

Company enforceable in accordance with its terms, subject as to enforcement of

remedies to applicable bankruptcy, insolvency, reorganization, moratorium or

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