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                          SECURITIES PURCHASE AGREEMENT









                           Dated as of August 26, 2004







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EXHIBITS





                  Exhibit A -       List of Purchasers and Shares Purchased







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                          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.

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     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.

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     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.

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     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

similar laws  affecting  generally  the  enforcement  of  creditors'  rights and

subject to a court's  discretionary  authority with respect to the granting of a

decree ordering specific performance or other equitable remedies.  The execution

and  delivery  of  this  Agreement,   the   consummation  of  the   transactions

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