SETTLEMENT AGREEMENT







         AGREEMENT, dated August __, 2004, by and between Infinity Capital

Group, Inc., a Maryland corporation ("Infinity") and L & M Specialties, Inc., a

California corporation ("L & M").



         WHEREAS, L & M has loaned Infinity $125,000, evidenced by a Promissory

Note dated September 22, 2003 bearing interest at the rate of seven (7%) percent

per annum (the "Original Note") for the purpose of purchasing 5,700,000 common

shares of Azonic Corporation, a Nevada corporation (the "Company");



         WHEREAS, the Original Note was due and payable in full on December 22,

2003, and Infinity is in default thereunder with respect to approximately

$114,000 (including accrued interest and related expenses);



         WHEREAS, the Original Note was secured by 4,500,000 shares of Common

Stock of the Company held in escrow by SEC Attorneys, LLC (the "Escrow Agent")

pursuant to a Security Agreement dated September 22, 2003 (the "Security

Agreement") and an Escrow Agreement (the "Escrow Agreement") dated September 22,

2003. The 4,500,000 shares are now 18,000,000 shares following a 4:1 stock split

(the "Escrow Shares");



         WHEREAS, L&M currently holds 4,800,000 shares of Common Sock of the

Company (the "L&M Shares");



         WHEREAS, the Parties hereto desire to settle certain disputes which

have arisen concerning the Original Note, the Security Agreement and the Escrow

Agreement;



         NOW, THEREFORE, in consideration of the covenants and conditions herein

contained, the parties hereto hereby agree as follows:



1.       Principal Settlement Terms.

         --------------------------



(a) Simultaneously with the execution and delivery of this Agreement, L&M shall

receive an immediate cash payment equal to $125,000.



(b) L&M shall receive a cash payment of $12,500 on each of September 30, October

31, November 30 and December 31, 2004 (collectively, the "Additional Payments").

Simultaneously with the execution and delivery of this Agreement, Infinity shall

issue four $12,500 promissory notes to L&M evidencing its obligations to make

the Additional Payments, which notes shall accrue simple interest at a 7% annual

rate from the date of this Agreement until such note has been paid in full.



(c) Simultaneously with the execution and delivery of this Agreement, the

Original Note shall be deemed cancelled and paid in full.



<PAGE>



(d) Simultaneously with the execution and delivery of this Agreement, L&M shall

instruct the Escrow Agent to disburse the Escrow Shares to Infinity.



(e) Simultaneously with the execution and delivery of this Agreement, L&M shall

transfer and deliver the L&M Shares to Infinity, and Infinity shall immediately

deposit 1,500,000 of such shares with the Escrow Agent (1,000,000 of which shall

be registered in the name of Infinity (the "Retained Shares") and 500,000 of

which shall be registered in the name of L&M ("the Transaction Shares")) to be

held as follows:



        (i)    The  Retained  Shares  shall be  placed  into  escrow  until  the

               Additional Payments have been paid in full (with 250,000 Retained

               Shares  being  released  upon L&M's  receipt  of each  Additional

               Payment).  The Escrow Agent shall deliver 250,000 Retained Shares

               to L&M if any  Additional  Payment is not made within  seven days

               after the date that it is due. Infinity shall leave a stock power

               with the Escrow  Agent in the event of any event of default  with

               respect to any Additional Payment.



        (ii)   The  Transaction  Shares shall remain in escrow until the Company

               completes  its first  reverse  merger or similar  transaction  (a

               "Company Transaction"). Immediately after the Company completes a

               Company Transaction,  the Escrow Agent shall distribute a portion

               of the  Transaction  Shares to L&M so that L&M will hold (subject

               to the adjustment  set forth below in this  subsection) 5% of the

               number of shares of Common  Stock of the Company held by Infinity

               (including  its officers,  directors and  employees)  immediately

               after the Company completes a Company Transaction (without giving

               effect to this subsection),  and shall thereafter  distribute all

               remaining  Transaction  Shares to Infinity.  Notwithstanding  the

               foregoing,  L&M  shall  be  permitted  to sell a  portion  of the

               Transaction  Shares  ("Eligible  Shares")  if the Company has not

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC