                               PLAN AND AGREEMENT

                                OF REORGANIZATION

                                   DATED AS OF

                               SEPTEMBER 10, 2010

                                  BY AND AMONG

                          INFINITY CAPITAL GROUP, INC.

                                       AND

                                   30DC, INC.

                                       AND

                                ITS SHAREHOLDERS


<PAGE>
                               PLAN AND AGREEMENT

                                OF REORGANIZATION

         This AGREEMENT,  dated as of September 10, 2010 (the  "Agreement"),  by
and among Infinity Capital Group,  Inc., a Maryland  Corporation,  ("ICG"),  and
30DC, Inc. which is a Delaware corporation  ("Acquiree") and the shareholders of
Acquiree ("Shareholders" as listed on Exhibit A hereto).

         WHEREAS, the Board of Directors of ICG and Acquiree, respectively, have
each  approved,  as being in the best  interest of the  respective  entities and
their  stockholder,  the  Exchange of Acquiree  by ICG, in  accordance  with the
applicable provisions of the Maryland Business Corporation Act;

         WHEREAS,   ICG,  Shareholders  and  Acquiree  desire  to  make  certain
representations,  warranties,  covenants and  agreements in connection  with the
Exchange and also to prescribe various conditions to the Exchange; and

         WHEREAS,   this   Agreement  is  intended  to  accomplish  a  tax  free
reorganization  pursuant to Section 368 of the Internal Revenue Code for benefit
of 30DC, Inc. shareholders.

         WHEREAS,  this  Agreement is intended to set forth the terms upon which
Acquiree will be acquired by ICG from Shareholders.

         WHEREAS,  this  Agreement  contemplates  a financing  transaction up to
11,538,462  units;  each unit  consist of 1 share of common stock and one 90 day
warrant at $0.37 and one 5 year warrant at $0.50.

         NOW,  THEREFORE,  in  consideration of the foregoing and the respective
representations,  warranties, covenants and agreements set forth herein, and for
other good and  valuable  consideration  the receipt  and  adequacy of which are
hereby  acknowledged,  and intending to be legally bound hereby,  the parties do
hereby agree as follows:



                                      -2-

<PAGE>

                                    ARTICLE I
                                THE CONSIDERATION
                            ------------------------

SECTION 1.01      CONSIDERATION/EXCHANGE; EFFECTIVE TIME

         The  Exchange  shall  become  effective  upon the delivery of the stock
certificates in Acquiree duly executed representing 100% of Acquiree outstanding
shares of common stock and delivery of the following consideration:

         60,984,000  shares of restricted common stock of ICG shall be issued to
         Acquiree  Shareholders  prorata  in  exchange  for  100% of  Acquiree's
         outstanding common stock.

SECTION 1.02      EFFECTS OF THE EXCHANGE.

         At the  Effective  Time  and by  virtue  of  the  Exchange,  all of the
outstanding  Acquiree  common shares shall be conveyed to ICG which shall become
the owning  entity of 100% of the  outstanding  common shares of common stock of
Acquiree.

SECTION 1.03      CONVERSION OF SECURITIES.

         As of the Effective Time, by virtue of the Exchange:

         (a) All of the  outstanding  common  shares of Acquiree that are issued
and outstanding  immediately prior to the Effective Time, shall be exchanged for
shares of ICG in the  conversion  amount.  All such shares of Acquiree  shall be
conveyed to ICG, and each holder of a certificate representing such shares shall
cease to have any rights with respect  thereto,  except the right to receive the
number of shares of ICG  Common  Stock to be issued in  consideration  therefore
upon surrender of such certificate in accordance with Section 1.03 (b).

         (b) Shares  shall be issued in  exchange to  Acquiree  Shareholders  as
shown on Exhibit A.

SECTION 1.04      EXCHANGE PROCEDURES.

         (a) As soon as  practicable  after  the  execution  hereof,  ICG  shall
provide  to each  Acquiree  shareholder  a letter of  transmittal  and a form of
Exchange  Agreement (Exhibit B) with  Representations  for execution by acquiree
shareholders and instructions for use in effecting the surrender of certificates
representing shares of Acquiree  outstanding  immediately prior to the Effective
Time  (the"Certificates") in appropriate and customary form with such provisions
as the board of directors of ICG after the Exchange may reasonably specify. Upon
surrender of a Certificate for cancellation to ICG, together with such letter of
transmittal, duly and properly executed, the holder of such Certificate shall be
entitled to receive in exchange therefore a certificate representing that number
of shares of ICG Common  Stock as is equal to the product of the  percentage  of
Acquiree's  shares  represented by the certificate  multiplied by the Conversion
Amount, and the Certificate so surrendered shall be canceled.  Until surrendered
as contemplated by this Section 1.04, each  Certificate  shall, at and after the
Effective Time, be deemed to represent only the right to receive, upon surrender
of such  Certificate,  ICG Common Stock as  contemplated  by this Section  1.04,

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<PAGE>

together  with any  dividends  and other  distributions  payable as  provided in
Section 1.05 hereof,  and the holders thereof shall have no rights whatsoever as
stockholders  of ICG. Shares of ICG Common Stock issued in the Exchange shall be
issued,  and be deemed to be  outstanding,  as of the Effective  Time. ICG shall
cause all such shares of ICG Common Stock issued  pursuant to the Exchange to be
duly authorized,  validly issued,  fully paid and non-assessable and not subject
to preemptive rights.

         (b) If any certificate representing shares of ICG Common Stock is to be
issued  in a name  other  than  that in which  the  Certificate  surrendered  in
exchange therefore is registered,  it shall be a condition of such exchange that
the  Certificate  so  surrendered  shall be properly  endorsed and  otherwise in
proper form for transfer and that the person  requesting such exchange shall pay
any transfer or other taxes  required by reason of the issuance of  certificates
for such shares of ICG Common Stock in a name other than that of the  registered
holder of the Certificate so surrendered.

         (c) In the event  any  Certificate  shall  have  been  lost,  stolen or
destroyed,  upon the making of an affidavit of that fact by the person  claiming
such  Certificate  to be lost,  stolen or destroyed and upon the posting by such
person of a bond in such  amount as ICG may  reasonably  direct as an  indemnity
against any claim that may be made against it with respect to such  Certificate,
ICG will issue in respect of such lost,  stolen or destroyed  Certificate one or
more  certificates  representing  shares of ICG Common Stock as  contemplated by
this  Section  1.04 and such person  shall be entitled to the dividend and other
distribution rights provided in Section 1.05 hereof.

         (d) If any Certificates  shall not have been surrendered prior to three
years after the  Effective  Time (or  immediately  prior to such earlier date on
which any  payment  in  respect  hereof  would  otherwise  escheat or become the
property of any  governmental  unit or  agency),  the payment in respect of such
Certificates  shall,  to the extent  permitted  by  applicable  law,  become the
property of the Surviving Entity,  free and clear of all claims or shares of any
person previously entitled thereto.

         (e) ICG shall be entitled to deduct and withhold from the consideration
otherwise  payable  pursuant to this  Agreement  to any holder of a  Certificate
surrendered for shares of ICG Common Stock (and dividends or distributions  with
respect to ICG Common Stock as  contemplated by Section 1.05 hereof) such amount
as ICG is required  to deduct and  withhold  with  respect to the making of such
payment under the Doe, or provisions of any state,  local or foreign tax law. To
the extent that amounts are so deducted  and  withheld,  such  amounts  shall be
treated for all purposes of this  Agreement as having been paid to the holder of
such Certificate.


                                      -4-
<PAGE>


SECTION 1.05.     DIVIDENDS AND DISTRIBUTIONS.

         No  dividends or other  distributions  declared or made with respect to
ICG Common Stock with a record date on or after the Effective Time shall be paid
to the holder of a  Certificate  entitled  by reason of the  Exchange to receive
certificates  representing  ICG Common Stock until such holder  surrenders  such
Certificate as provided in Section 1.05 hereof. Upon such surrender, there shall
be paid by ICG to the person in whose name certificates  representing  shares of
ICG Common Stock shall be issued  pursuant to the terms of this Article I (i) at
the time of the surrender of such  Certificate,  the amount of any dividends and
other distributions theretofore paid with respect to that number of whole shares
of such ICG Common Stock represented by such surrendered Certificate pursuant to
the terms of this Article I, which dividends or other distributions had a record
date on or after the Effective  Time and a payment date prior to such  surrender
and (ii) at the  appropriate  payment  date,  the amount of dividends  and other
distributions  payable with respect to that number of whole shares of ICG Common
Stock represented by such surrendered  Certificate pursuant to the terms of this
Article I, which dividends or other distributions have a record date on or after
the Effective Time and a payment date subsequent to such surrender.

                                   ARTICLE II
                                   THE CLOSING
                            ------------------------

SECTION 2.01      CLOSING.

         Unless this Agreement shall have been  terminated and the  transactions
herein  contemplated  shall have been  abandoned  pursuant to Article VIII,  and
subject to the satisfaction or waiver of the conditions set forth in Article VI,
the  closing  of the  Exchange  (the  "Closing")  shall  take  place  as soon as
reasonably  practicable  (but in no event on written notice of less than two (2)
business days) after all of the conditions set forth in Article VI are satisfied
or, to the extent  permitted  thereunder,  waived,  at the  offices of  Infinity
Capital Group, Inc., located at 80 Broad Street, Fifth Floor, New York, NY 10004
or at such other  time and place as may be agreed to in  writing by the  parties
hereto  (the date of such  Closing  being  referred  to  herein as the  "Closing
Date").

                                  ARTICLE III
                      REPRESENTATIONS AND WARRANTIES OF ICG

         Except  as  set  forth  in the  applicable  section  of the  disclosure
schedule  delivered by ICG to Sellers prior to the  execution of this  Agreement
(the "ICG  Disclosure  Schedule"),  ICG  represents  and  warrants to Sellers as
follows:

SECTION 3.01      ORGANIZATION OF ICG; AUTHORITY.

         ICG is an Entity duly organized,  validly existing and in good standing
under the laws of the State of Maryland.  ICG has all requisite  corporate power
and corporate authority to enter into the transaction documents to which it is a
party, to consummate the transactions  contemplated  hereby and thereby, to own,
lease and operate its  properties  and to conduct its  business.  Subject to the
receipt  of its  board of  director's  approval,  the  execution,  delivery  and
performance by ICG of the  Transaction  Documents to which it is a party and the

                                      -5-
<PAGE>

consummation of the transactions  contemplated hereby and thereby have been duly
authorized  by all  necessary  corporate  action on the part of ICG,  including,
without  limitation,  the  approval  of the  board  of  directors  of  ICG.  The
Transaction  Documents have been duly executed and delivered by each of ICG and,
assuming  that  the  Transaction   Documents  constitute  a  valid  and  binding
obligation  of the  other  parties  thereto,  constitute  a  valid  and  binding
obligation of ICG,  enforceable against ICG in accordance with its terms. ICG is
a Maryland  corporation  operating  only in  Maryland  to date  hereof.  ICG has
heretofore  delivered or made available to Acquiree  complete and correct copies
of the  certificate  of  incorporation  and by-laws of ICG, the minute books and
stock  transfer  records of ICG, as in effect as of the date of this  Agreement.
ICG is not in violation of its organizational documents.

SECTION 3.02      CAPITALIZATION.

          The authorized  capital stock of ICG consists of 100,000,000 shares of
ICG Common Stock, of which  6,547,391  shares are outstanding on the date hereof
and 10,000,000  shares of ICG Preferred  Stock of which no shares are issued and
outstanding.  Currently, there are 404,000 employee stock options exercisable at
$0.80, expiring on August 7, 2018 and 196,000 employee stock options exercisable
at $0.50, expiring on January 5, 2019 (see Schedule).  The board of Directors of
ICG approve extending the term of all outstanding options to be coterminous with
the term of the original grand;  and that all option  agreements  outstanding be
hereby  amended to reflect  the full term  originally  intended  by the Board of
Directors at the time of grant on August 7, 2008 and January 5, 2009 and without
regard to any termination of service restriction provisions that may be found in
said  option  agreements.  No other  shares of any other  class or series of ICG
Common Stock or securities  exercisable or convertible  into or exchangeable for
ICG Common Stock ("ICG  Common Stock  Equivalents")  are  authorized,  issued or
outstanding.  The  outstanding  shares  of  ICG  Common  Stock  have  been  duly
authorized and validly issued and are fully paid and  nonassessable and were not
issued in violation of, and are not subject to, any preemptive,  subscription or
similar rights. To ICG's knowledge, none of the outstanding shares of ICG Common
Stock was issued in violation of any Law, including without limitation,  federal
and state  securities  laws.  Except  as shown on  Schedule  3.02,  there are no
outstanding  warrants,  options,   subscriptions,   calls,  rights,  agreements,
convertible or  exchangeable  securities or other  commitments  or  arrangements
relating to the issuance,  sale, purchase,  return or redemption,  and, to ICG's
knowledge,  voting or transfer of any shares, whether issued or unissued, of ICG
Common Stock,  ICG Common Stock  Equivalents or other  securities of ICG. On the
Closing  Date,  the shares of ICG Common Stock being issued in the Exchange will
have been duly authorized and, when issued and delivered in accordance with this
Agreement,  such shares of ICG Common Stock will be validly  issued,  fully paid
and nonassessable.

SECTION 3.03      NO VIOLATION; CONSENTS AND APPROVALS.

         The execution  and delivery by ICG of the  transaction  documents  does
not, and the  consummation of the transactions  contemplated  hereby and thereby
and  compliance  with the terms  hereof and thereof will not,  conflict  with or
result in any  violation of or default (or an event which,  with notice or lapse
of time or both, would constitute a default) under, (a) the terms and conditions
or provisions of the certificate of  incorporation or by-laws of ICG (b) any Law

                                      -6-
<PAGE>

applicable  to ICG or the  property  or assets  of ICG,  or (c) give rise to any
right of  termination,  cancellation  or  acceleration  under,  or result in the
creation  of any lien upon any of the  properties  of ICG under any  contract to
which ICG is a party or by which ICG or any assets of ICG may be bound,  except,
in the case of clauses (b) and (c), for such  conflicts,  violations or defaults
which are set forth in Section  3.04 of the ICG  Disclosure  Schedule  and as to
which requisite waivers or consents will have been obtained prior to the Closing
or which,  individually or in the aggregate,  would not have a material  adverse
effect on ICG. No Governmental Approval is required to be obtained or made by or
with  respect to ICG in  connection  with the  execution  and  delivery  of this
Agreement or the consummation by ICG of the transactions contemplated hereby.

SECTION 3.04      LITIGATION; COMPLIANCE WITH LAWS.

         (a) Except as would not have a  Material  Adverse  Effect on  Acquiree,
there  are:  there  are:  (i)  no  claims,  actions,  suits,  investigations  or
proceedings pending or, to the knowledge of ICG, threatened against, relating to
or affecting ICG, the business, the assets, or any employee,  officer, director,
stockholder,  or independent  contractor of ICG in their capacities as such, and
(ii) no orders of any Governmental Entity or arbitrator outstanding against ICG,
the business, the assets, or any employee,  officer, director,  stockholder,  or
independent contractor of ICG in their capacities as such, or that could prevent
or  enjoin,   or  delay  in  any  respect,   consummation  of  the  transactions
contemplated hereby.

         (b) ICG has complied and is in compliance in all material respects with
all laws applicable to ICG, its business or its assets. Neither ICG has received
notice from any Governmental Entity or other Person of any material violation of
law  applicable  to ICG, its business or assets.  ICG has obtained and holds all
required  Licenses  (all of  which  are in  full  force  and  effect)  from  all
Government  Entities  applicable  to ICG,  its  business  or  their  assets.  No
violations  are or have been  recorded  in  respect of any such  license  and no
proceeding  is pending,  or, to the  knowledge of ICG,  threatened  to revoke or
limit any such License.

SECTION 3.05      FINANCIAL STATEMENTS

         The financial  statement of ICG as most recently filed with  Securities
Exchange  Commission  on Form  10K  and  true  and  correct  to the  best of its
knowledge and there have been no material  changes  except that those  financial
statements  are pursuant to Investment  Company Act  accounting and not GAAP and
certain  adjustments  may be required  to bring into  compliance  with GAAP.  No
significant adverse changes have occurred or shall have occurred with customers,
suppliers,  and  management.  ICG warrants  that at closing,  its assets will be
minimal consisting only of stock of companies and liabilities outstanding net of
assets will be less than  $300,000  (direct or  contingent)  currently  shown on
Schedule 3.05 hereto.

                                      -7-
<PAGE>


                                   ARTICLE IV
                   REPRESENTATIONS AND WARRANTIES OF ACQUIREE
                 -----------------------------------------------

         Except  as  set  forth  in the  applicable  section  of the  disclosure
schedule  delivered by Acquiree to ICG prior to the execution of this  Agreement
(the "Acquiree Disclosure Schedule"), Acquiree represents and warrants to ICG as
follows:

SECTION 4.01      ORGANIZATION OF ACQUIREE; AUTHORITY.

         Acquiree is a corporation duly organized,  validly existing and in good
standing under the laws of the State of Delaware and has all requisite corporate
power and  corporate  authority  to enter  into the  Transaction  Documents,  to
consummate the transactions  contemplated  hereby and thereby, to own, lease and
operate its  properties  and to conduct its business.  Subject to the receipt of
shares  holder  approval  by  Acquiree  holders,  the  execution,  delivery  and
performance by Acquiree of the Transaction Documents and the consummation of the
transactions  contemplated  hereby and thereby have been duly  authorized by all
necessary  corporate  action  on  the  part  of  Acquiree,   including,  without
limitation,  the approval of the board of directors of Acquiree. The Transaction
Documents  have been duly executed and delivered by Acquiree and,  assuming that
the  Transaction  Documents  constitute a valid and binding  obligation  of ICG,
constitute  a  valid  and  binding  obligation  of  Acquiree.  Acquiree  is duly
qualified  or  licensed  to do  business  as a  foreign  Entity  and are in good
standing in each jurisdiction in which the property owned, leased or operated by
it or the  nature  of the  business  conducted  by it makes  such  qualification
necessary,  except  where the  failure to obtain such  qualification  or license
would not,  individually or in the aggregate,  have a Acquiree  Material Adverse
Effect on Acquiree.  Acquiree has  herewith  delivered or made  available to ICG
complete and correct copies of the articles of organization  and conversion to a
corporation and by-laws of Acquiree, the minute books and stock transfer records
of Acquiree,  as in effect as of the date of this Agreement.  Acquiree is not in
violation of its organizational documents.

SECTION 4.02       CAPITALIZATION.

         (a) The authorized and  outstanding  shares of Acquiree is set forth in
Section 4.02(a) of the Acquiree Disclosure Schedule (the "Acquiree shares"). All
of the  outstanding  shares of the Acquiree are validly  issued,  fully paid and
non-assessable.  To  Acquiree's  knowledge,  none of the  outstanding  shares of
Acquiree or other  securities  of Acquiree  was issued in  violation of any Law,
including,  without limitation,  state and federal securities laws. There are no
Liens on or with respect to any outstanding shares of Acquiree.

         (b)  Except  as shown in  Section  4.02  (a) of  Acquiree's  disclosure
schedule.  There  are  no  outstanding:   (i)  securities  convertible  into  or
exchangeable  for Acquiree  shares;  (ii)  options,  warrants or other rights to
purchase or subscribe  for Acquiree  shares;  or (iii)  contracts,  commitments,
agreements,  understandings or arrangements of any kind relating to the issuance
of any Acquiree shares,  any such convertible or exchangeable  securities or any
such options, warrants or rights. There is no outstanding right, option or other
agreement of any kind to purchase or otherwise to receive from Acquiree,  or any
stockholder  of Acquiree,  any  ownership  shares in  Acquiree,  and there is no


                                      -8-
<PAGE>

outstanding  right or  security  of any kind  convertible  into  such  ownership
shares. To Acquiree's  knowledge,  there are no voting trusts,  proxies or other
similar  agreements  or  understandings  with respect to the shares of Acquiree.
There are no  obligations,  contingent or otherwise,  of Acquiree to repurchase,
redeem or  otherwise  acquire any shares of  Acquiree or to provide  funds to or
make any investment (in the form of a loan,  capital  contribution or otherwise)
in any other Person.  There are no accrued and unpaid  dividends with respect to
any outstanding shares of Acquiree.

SECTION 4.03      NO VIOLATION; CONSENTS AND APPROVALS.

         The  execution  and delivery by Acquiree of the  Transaction  Documents
does not,  and the  consummation  of the  transactions  contemplated  hereby and
thereby and compliance with the terms hereof and thereof will not conflict with,
or result in any  violation  of or default  (or an event  which,  with notice or
lapse of time or both,  would  constitute  a default)  under,  (a) the terms and
conditions  or  provisions  of the  articles  of  incorporation  or  by-laws  of
Acquiree,  (b) any Laws  applicable  to  Acquiree  or the  property or assets of
Acquiree,  or (c)  give  rise  to any  right  of  termination,  cancellation  or
acceleration  under,  or  result  in the  creation  of any Lien  upon any of the
properties of Acquiree  under,  any Contracts to which Acquiree is a party or by
which Acquiree or any of its assets may be bound, except, in the case of clauses
(b) and (c), for such  conflicts,  violations or defaults as to which  requisite
waivers  or  consents  will have been  obtained  prior to the  Closing or which,
individually or in the aggregate,  would not have an Acquiree  Material  Adverse
Effect.  No Governmental  Approval is required to be obtained or made by or with
respect to Acquiree or any Acquiree  Subsidiary in connection with the execution
and  delivery  of  this  Agreement  or  the  consummation  by  Acquiree  of  the
transactions  contemplated  hereby,  except  where the  failure  to obtain  such
Governmental  Approval  would not,  individually  or in the  aggregate,  have an
Material Adverse Effect on Acquiree.

SECTION 4.04      LITIGATION; COMPLIANCE WITH LAWS.

         (a) Except as would not have a  Material  Adverse  Effect on  Acquiree,
there are: (i) no claims, actions, suits,  investigations or proceedings pending
or, to the knowledge of Acquiree,  threatened against,  relating to or affecting
Acquiree,  its  business,  its  assets,  or  any  employee,  officer,  director,
stockholder,  or independent contractor of Acquiree in their capacities as such,
and (ii) no orders of any  Governmental  Entity or  arbitrator  are  outstanding
against Acquiree, its business, its assets, or any employee,  officer, director,
stockholder,  or independent contractor of Acquiree in their capacities as such,
or that could prevent or enjoin,  or delay in any respect,  consummation  of the
transactions  contemplated  hereby.  Section  4.04  of the  Acquiree  Disclosure
Schedule includes a description of all claims, actions, suits, investigations or
proceedings  involving  Acquiree,  its  business,  its assets,  or any employee,
officer,  director,  stockholder or independent  contractor of Acquiree in their
capacities as such.

         (b)  Except  as would not have an  Acquiree  Material  Adverse  Effect,
Acquiree has complied and is in  compliance  in all material  respects  with all
Laws  applicable  to  Acquiree,  its  business or its assets.  Acquiree  has not
received  notice from any  Governmental  Entity or other  Person of any material
violation  of Law  applicable  to it, its  business or its assets.  Acquiree has
obtained  and holds all  required  Licenses  (all of which are in full force and


                                      -9-
<PAGE>

effect)  from all  Government  Entities  applicable  to it, its  business or its
assets.  No violations  are or have been recorded in respect of any such License
and no  proceeding is pending,  or, to the  knowledge of Acquiree  threatened to
revoke or limit any such License.

SECTION 4.05      FINANCIAL STATEMENTS.

         Acquiree shall have  provided,  prior to closing  hereunder,  Unaudited
Financial  Statements thru March 31, 2010 prepared in accordance with Securities
and Exchange Commission Rules and Regulations  accounting  consistently applied,
complete and true and accurate in all respects,  disclosing all liabilities, and
assets of Acquiree and shall provide all books and records necessary to complete
all audits of Acquiree filings in accordance with SEC Rules and Regulations.

                                    ARTICLE V
                        COVENANTS RELATING TO CONDUCT OF
                          BUSINESS PENDING THE EXCHANGE
                        ---------------------------------

   SECTION 5.01   CONDUCT OF THE BUSINESS PENDING THE EXCHANGE

         (a) During the period from the date of this  Agreement  and  continuing
until the Effective Time, ICG agrees as to itself and the ICG Subsidiaries, that
ICG shall  not,  and  shall  cause the ICG  Subsidiaries  not to,  engage in any
business  whatsoever  other  than in  connection  with the  consummation  of the
transactions   contemplated  by  this  Agreement,  and  shall  use  commercially
reasonable  efforts to preserve  intact its  business  and assets,  maintain its
assets in good operating condition and repair (ordinary wear and tear excepted),
retain the services of its officers,  employees and independent  contractors and
use  reasonable  commercial  efforts to keep in full force and effect  liability
insurance and bonds comparable in amount and scope of coverage to that currently
maintained with respect to its business,  unless, in any case, Acquiree consents
otherwise in writing.

         (b) During the period from the date of this  Agreement  and  continuing
until the Effective Time,  Acquiree  agrees that,  other than in connection with
the consummation of the transactions  contemplated hereby, it shall carry on its
business only in the ordinary course of business  consistent with past practice,
use commercially  reasonable  efforts to preserve intact its business and assets
and use reasonable commercial efforts to keep in full force and effect liability
insurance and bonds comparable in amount and scope of coverage to that currently
maintained  with  respect to its  business,  unless,  in any case,  ICG consents
otherwise in writing; provided that Acquiree may take any and all of the actions
listed in Schedule  5.01(b) of the  Acquiree  Disclosure  Schedules  at any time
prior to or  after  the  date of this  Agreement  without  the  consent  of ICG.
Additionally,  during the period from the date of this  Agreement and continuing
until the Effective Time,  Acquiree  agrees that,  other than in connection with
the consummation of the transaction contemplated hereby, Acquiree shall carry on
its  business  only in the  ordinary  course of  business  consistent  with past
practice,  use commercially  reasonable  efforts to preserve intact its business
and  assets  and use  reasonable  commercial  efforts  to keep in full force and


                                      -10-
<PAGE>

effect liability  insurance and bonds comparable in amount and scope of coverage
to that currently maintained with respect to its business,  unless, in any case,
ICG consents  otherwise in writing;  provided that Acquiree may take any and all
of the actions listed in Schedule 5.01(b) of the Acquiree Disclosure Schedule at
any time prior to or after the date of this  Agreement  without  the  consent of
ICG. During the period from the date of this Agreement and continuing  until the
Effective  Time,  Acquiree and ICG agrees as to itself and, with respect to ICG,
that  except as  expressly  contemplated  or  permitted  by this  Agreement,  as
disclosed in Section  5.01(c) of the Acquiree's  Disclosure  Schedule or the ICG
Disclosure Schedule, as applicable,  or to the extent that the other party shall
otherwise consent in writing:

                  (1) It shall not amend or propose to amend its  certificate of
         incorporation or by-laws or equivalent  organizational documents except
         as contemplated in this Agreement.

                  (2) It shall  not,  nor in the case of ICG shall it permit the
         ICG Subsidiaries to, issue, deliver, sell, redeem,  acquire,  authorize
         or propose to issue, deliver, sell, redeem,  acquire or authorize,  any
         shares of its capital stock of any class or any securities  convertible
         into, or any rights, warrants or options to acquire, any such shares or
         convertible securities or other ownership of equity, provided that: (1)
         ICG shall be  permitted  to issue the shares of ICG Common  Stock to be
         issued to Acquiree Stockholders hereunder,  and (2) each party shall be
         permitted to issue shares of its common stock  pursuant to the exercise
         of stock options, warrants and other convertible securities outstanding
         as of the date hereof and listed on the Acquiree Disclosure Schedule or
         the ICG Disclosure Schedule, as the case may be, and (3) Acquiree shall
         be permitted to issue the shares of ICG common stock in accordance with
         section  3.02 to the persons and in the  following  amounts as shown on
         attached Schedule 5.01:

         (3) It shall not, nor in the case of ICG shall it permit any of the ICG
Subsidiaries  to, nor shall it propose to: (i) declare,  set aside,  make or pay
any  dividend  or other  distribution,  payable  in  cash,  stock,  property  or
otherwise,  with respect to any of its capital stock or (ii) except with respect
to the Reverse Stock Split,  reclassify,  combine,  split,  subdivide or redeem,
purchase or otherwise acquire, directly or indirectly, any of its capital stock.

         (4)  Other  than  dispositions  in  the  ordinary  course  of  business
consistent  with past  practice  which  would not cause a ICG  Material  Adverse
Effect or a Acquiree Material Adverse Effect (as applicable), individually or in
the aggregate,  to it and its subsidiaries,  taken as a whole, it shall not, nor
shall it permit any of its subsidiaries to, sell,  lease,  encumber or otherwise
dispose  of, or agree to sell,  lease  (whether  such lease is an  operating  or
capital lease), encumber or otherwise dispose of its assets.

         (5) It shall  promptly  advise the other party hereto in writing of any
change in the condition  (financial  or  otherwise),  operations or  properties,
businesses or business  prospects of such party or any of its subsidiaries which
would  result in a ICG  Material  Adverse  Effect or Acquiree  Material  Adverse
Effect, as the case may be.

                                      -11-
<PAGE>

         (6) It  shall  not  permit  to  occur,  any (1)  change  in  accounting
principles,  methods or practices,  investment  practices,  claims,  payment and
processing  practices  or  policies  regarding  intercompany  transactions,  (2)
incurrence  of  Indebtedness  or  any  commitment  to  incur  Indebtedness,  any
incurrence of a contingent  liability,  Contingent Obligation or other liability
of any type,  except  for,  with  respect to  Acquiree,  other than  obligations
related  to the  Exchange  of  Inventory  in the  ordinary  course  of  business
consistent  with  past  practices,  (3)  cancellation  of any debt or  waiver or
release of any contract,  right or claim, except for cancellations,  waivers and
releases in the ordinary  course of business  consistent  with its past practice
which do not exceed  $50,000 in the  aggregate,  (4)  amendment,  termination or
revocation  of, or a failure to perform  obligations  or the  occurrence  of any
default under, any contract or agreement (including, without limitation, leases)
to which it is or, as of April 30, 2010, was a party, other than in the ordinary
course of business consistent with past practice,  or any License, (5) execution
of  termination,  severance  or  similar  agreements  with any of its  officers,
directors, employees, agents or independent contractors or (6) entering into any
leases of real property or agreement to acquire real property.

SECTION 5.02      NO ACTION.

         During the period from the date of this Agreement and continuing  until
the  Effective  Time,  Acquiree and ICG agrees as to itself and, with respect to
ICG, that it shall not, and Acquiree  shall not, take or agree or commit to take
any action, (i) that is reasonably likely to make any of its  representations or
warranties  hereunder  inaccurate;  or (ii) that is  prohibited  pursuant to the
provisions of this Article V.

                                   ARTICLE VI
                             ADDITIONAL AGREEMENTS
                        -------------------------------

SECTION 6.01      ACCESS TO INFORMATION

         From  the  date  hereof  until  the  Effective   Time  or  the  earlier
termination  of this  Agreement,  each party  shall give the other party and its
respective counsel, accountants, representatives and agents, and with respect to
Acquiree it shall  provide to ICG with  respect to Acquiree,  full access,  upon
reasonable  notice  and  during  normal  business  hours,  to such  party's  and
Acquieree's   facilities  and  the  financial,   legal,   accounting  and  other
representatives  of such party and Acquiree  with  knowledge of the business and
the assets of such party and Acquiree  and,  upon  reasonable  notice,  shall be
furnished all relevant documents,  records and other information  concerning the
business,  finances  and  properties  of such  party  and its  subsidiaries  and
Acquiree  that  the  other  party  and  its  respective  counsel,   accountants,
representatives and agents, may reasonably request. No investigation pursuant to
this Section 6.02 shall affect or be deemed to modify any of the representations
or warranties  hereunder or the condition to the  obligations  of the parties to
consummate the Exchange; it being understood that the investigation will be made
for  the  purposes  among  others  of the  board  of  directors  of  each  party
determining in its good faith reasonable  business  judgment the accuracy of the
representations  and  warranties  of  the  other  party.  In  the  event  of the
termination of this  Agreement,  each party, if so requested by the other party,

                                      -12-
<PAGE>

will return or destroy  promptly every document  furnished to it by or on behalf
of the other party in  connection  with the  transactions  contemplated  hereby,
whether so obtained  before or after the  execution of this  Agreement,  and any
copies thereof  (except for copies of documents  publicly  available)  which may
have been made, and will use reasonable efforts to cause its representatives and
any  representatives of financial  institutions and investors and others to whom
such documents  were furnished  promptly to return or destroy such documents and
any copies thereof any of them may have made. It is hereby  acknowledged the ICG
has filed all of its  financial  reports  with the SEC  which  shall  constitute
delivery of the same to Acquiree.

SECTION  6.02     NO SHOP; EXCHANGE PROPOSALS.

         From  the  date  hereof  until  the  Effective   Time  or  the  earlier
termination of this Agreement,  neither  Acquiree nor ICG shall,  nor shall they
authorize or permit any of their  respective  officers,  directors or employees,
Acquiree  employees  or any  investment  banker,  financial  advisor,  attorney,
accountant  or other  representative  retained  by it to,  solicit,  initiate or
encourage (including by way of furnishing information), or take any other action
to facilitate, any inquiries or the making of any proposal which constitutes, or
may  reasonably  be expected to lead to, any Takeover  Proposal (as  hereinafter
defined),  or  negotiate  with  respect  to,  agree to or endorse  any  Takeover
Proposal  (except in any case if the board of directors or special  committee of
ICG or Acquiree,  as the case may be,  determines in good faith,  based upon the
written  opinion of its outside legal  counsel,  that the failure to do so would
constitute a breach of the fiduciary  duties of the ICG' or Acquiree's  board of
directors or special  committee,  as the case may be, to its stockholders  under
applicable  law).  Acquiree  shall  promptly  advise ICG and ICG shall  promptly
advise Acquiree, as the case may be, orally and in writing of any such inquiries
or proposals and shall also promptly advise ICG or Acquiree, as the case may be,
of any developments or changes  regarding such inquiries or proposals.  Acquiree
and ICG  shall  immediately  cease  and  cause  to be  terminated  any  existing
discussions  or  negotiations  with any persons  (other than  Acquiree  and ICG)
conducted  heretofore  with respect to any Takeover  Proposal.  Acquiree and ICG
agree  not to  release  (by  waiver  or  otherwise)  any  third  party  from the
provisions of any  confidentiality or standstill  agreement to which Acquiree or
ICG is a party.

SECTION 6.03      LEGAL CONDITIONS TO EXCHANGE; REASONABLE EFFORTS.

         Acquiree,  ICG shall take all  reasonable  actions  necessary to comply
promptly with all legal requirements which may be imposed on itself with respect
to the Exchange and will promptly cooperate with and furnish information to each
other in connection with any such  requirements  imposed upon any of them or any
of their  Subsidiaries  in connection  with the Exchange.  Acquiree and ICG will
take all  reasonable  actions  necessary to obtain (and will cooperate with each
other in  obtaining)  any consent,  authorization,  order or approval of, or any
exemption  by, any  Governmental  Entity or other public or private third party,
required  to be  obtained  or made by  Acquiree  or ICG in  connection  with the
Exchange or the taking of any action contemplated thereby or by this Agreement.

                                      -13-
<PAGE>

SECTION 6.04      CERTAIN FILINGS.

         Each party shall  cooperate with the other in (a)  connection  with the
preparation of an 8-K, (b)  determining  whether any action by or in respect of,
or filing  with,  any  governmental  body,  agency,  official  or  authority  is
required,  or any  actions,  consents,  approvals  or waivers are required to be
obtained  from  parties  to any  material  contracts,  in  connection  with  the
consummation of the transactions  contemplated by this Agreement and (c) seeking
any such  actions,  consents,  approvals or waivers or making any such  filings,
furnishing  information  required in  connection  therewith  or with the 8-K and
seeking timely to obtain any such actions, consents,  approvals or waivers. Each
party shall  consult with the other in  connection  with the foregoing and shall
use all reasonable  commercial  efforts to take any steps as may be necessary in
order to obtain any consents,  approvals,  permits or authorizations required in
connection with the Exchange.

SECTION 6.05      PUBLIC ANNOUNCEMENTS AND FILINGS.

         Each party  shall give the other a  reasonable  opportunity  to comment
upon,  and,  unless  disclosure  is  required,  in the  opinion of  counsel,  by
applicable law, approve (which approval shall not be unreasonably withheld), all
press  releases  or other  public  communications  of any sort  relating to this
Agreement or the transactions contemplated hereby.

SECTION 6.06      TAX MATTERS.

         No  representation  is made  that  this is a  non-taxable  transaction,
although it has been structured to claim Reorganization Status.

         (a) ICG shall  prepare and file on a timely basis all Tax Returns which
are due to be filed  with  respect  to ICG  pre-closing  (giving  effect  to any
extension of time) including any 2010 short year return as may be necessary. ICG
shall be responsible for the preparation and filing of all Tax Returns which are
due to be filed (giving effect to any extension of time) after the Closing Date.

         (b)  From the date  hereof  until  the  Effective  Time or the  earlier
termination of this  Agreement,  without the prior written  consent of the other
party or if required in the opinion of counsel,  neither ICG nor Acquiree, shall
make or change any election, change an annual accounting period, adopt or change
any  accounting  method,  file any amended  Tax  Return,  enter into any closing
agreement,  settle any Tax claim or  assessment  relating to it,  surrender  any
right to claim a refund  of Taxes,  consent  to any  extension  or waiver of the
limitation period  applicable to any Tax claim or assessment  relating to it, or
take any other action relating to the filing of any Tax Return or the payment of
any Tax.

SECTION 6.07      SUPPLEMENTS TO SCHEDULES.

         Prior to the Closing,  Acquiree will supplement or amend its disclosure
schedule  with respect to any matter  hereafter  arising  which,  if existing or
occurring  at the date of this  Agreement,  would have been  required  to be set
forth or described in such disclosure schedule. No supplement to or amendment of
the  disclosure  schedule  made pursuant to this SECTION 6.07 shall be deemed to
cure any breach of any  representation or warranty made in this Agreement unless
the other parties  hereto  specifically  agree thereto in writing.  Prior to the
Closing, ICG may supplement or amend its disclosure schedule with respect to any

                                      -14-
<PAGE>

matter which, if existing or occurring at the date of this Agreement, would have
been  required to be set forth or  described  in such  disclosure  schedule.  No
supplement  to or amendment of the  disclosure  schedule  made  pursuant to this
SECTION  6.07  shall be  deemed  to cure any  breach  of any  representation  or
warranty made in this  Agreement  unless the other parties  hereto  specifically
agree thereto in writing.


                                   ARTICLE VII
                           CONDITIONS OF THE EXCHANGE
                       ---------------------------------

SECTION 7.01      CONDITIONS TO EACH PARTY'S OBLIGATION TO EFFECT THE EXCHANGE.

         The respective obligations of each party to effect the Exchange and the
other transactions  contemplated  herein shall be subject to the satisfaction at
or prior to the Effective Time of the following conditions,  any or all of which
may be waived, in whole or in part to the extent permitted by applicable law:

         (a) Shareholder  Approval.  This Agreement shall have been duly adopted
and agreed by the holders of 100% of the outstanding shares of Acquiree, through
an Exchange Agreement,  Consent and Representations signed by each shares holder
of Acquiree.

         (b)  No  Injunctions  or  Restraints.   No  governmental  authority  of
competent  jurisdiction  shall have enacted,  issued,  promulgated,  enforced or
entered any statute,  rule, regulation,  execution order, decree,  injunction or
other order (whether temporary, preliminary or permanent) which is in effect and
which materially restricts,  prevents or prohibits  consummation of the Exchange
or any transaction contemplated by this Agreement;  provided,  however, that the
parties shall use their reasonable  commercial efforts to cause any such decree,
judgment, injunction or other order to be vacated or lifted.

         (c) The  Resignation of Greg Laborde as Officer and the  appointment of
Ed Dole as Director  and the  appointment  of Clinton  Carey as  Director  shall
become effective immediately.

SECTION 7.02      ADDITIONAL CONDITIONS OF OBLIGATIONS OF ICG.

         The   obligations   of  ICG  to  effect  the  Exchange  and  the  other
transactions contemplated by this Agreement are also subject to the satisfaction
at or prior to the Closing Date of the following  additional  conditions  unless
waived by ICG:

         (a) REPRESENTATIONS AND WARRANTIES.  The representations and warranties
of  Acquiree  set  forth in this  Agreement  shall be true  and  correct  in all
material respects (except for those  representations and warranties qualified by
materiality,  which shall be true and correct in all respects) as of the date of
this  Agreement  and as of the  Closing  Date  as  though  made on and as of the
Closing Date, except as otherwise contemplated by this Agreement.

                                      -15-
<PAGE>

         (b)  PERFORMANCE  OF  OBLIGATIONS  OF  ACQUIREE.  Acquiree  shall  have
performed in all material  respects all  conditions,  covenants,  agreements and
obligations  required to be performed by it under this  Agreement at or prior to
the Closing Date.

         (c) NO  MATERIAL  ADVERSE  CHANGE  TO  ACQUIREE.  From the date  hereof
through and  including the  Effective  Time, no event shall have occurred  which
would have an Acquiree Material Adverse Effect.

         (d) THIRD PARTY CONSENTS. Acquiree shall have obtained all consents and
approvals,  required to be obtained prior to or at the Closing Date,  from third
parties or  governmental  and  regulatory  authorities  in  connection  with the
execution,  delivery  and  performance  by  Acquiree of this  Agreement  and the
consummation of the transactions contemplated hereby.

         (e) NO GOVERNMENTAL  ORDER OR OTHER PROCEEDING OR LITIGATION.  No order
of any  Governmental  Entity shall be in effect that  restrains or prohibits the
transactions  contemplated hereby and by the other Transaction Documents, and no
suit,  action or other  proceeding  by any  Governmental  Entity shall have been
instituted  or threatened  which seeks to restrain or prohibit the  transactions
contemplated hereby or thereby.

         (f) DELIVERIES. At the Closing, Acquiree shall have delivered to ICG or
ICG shall have otherwise obtained:

                  (1) a certificate, dated the Closing Date, signed on behalf of
         Acquiree by the Chief Executive  Officer of Acquiree,  certifying as to
         the fulfillment of the conditions specified in subsections (a), (b) and
         (c) of this Section 7.02;

                  (2) the  consents  set forth in Section  4.04 of the  Acquiree
         Disclosure Schedule;

                  (3) true,  correct and complete  copies of (1) the certificate
         of  organization  or other  charter  document,  as amended to date,  of
         Acquiree as filed with,  the  Secretary  of State or other  appropriate
         official  of  the  state  or  other  jurisdiction  of  organization  of
         Acquiree, (2) the by-laws or other similar  organizational  document of
         Acquiree,  and (3) resolutions duly and validly adopted by the Board of
         Directors and the stockholders of Acquiree evidencing the authorization
         of the execution and delivery of this Agreement,  the other Transaction
         Documents  to  which  it  is  a  party  and  the  consummation  of  the
         transactions contemplated hereby and thereby, in each case, accompanied
         by a certificate  of the Secretary or Assistant  Secretary of Acquiree,
         dated as of the Closing Date, stating that no amendments have been made
         thereto from the date thereof through the Closing Date; and

                  (4) Unaudited Financial Statements of Acquiree pursuant to SEC
         Rules and Regulations through March 31, 2010.

         (g) CLOSING OF FINANCING.  Acquireee shall have consummated a financing
in form and amount satisfactory to ICG, or shall waive this provision.

                                      -16-
<PAGE>

         (h) ACQUIREE'S  INDEBTEDNESS.  All outstanding Indebtedness of Acquiree
shall have been fully paid or re-negotiated in substance reasonably satisfactory
to ICG.

SECTION 7.02      ADDITIONAL CONDITIONS OF OBLIGATIONS OF ACQUIREE.

         The  obligation  of  Acquiree  to  effect  the  Exchange  and the other
transactions  contemplated by this Agreement is also subject to the satisfaction
at or prior to the Closing Date of the following  additional  conditions  unless
waived by Acquiree:

         (a) REPRESENTATIONS AND WARRANTIES.  The representations and warranties
of ICG set forth in this  Agreement  shall be true and  correct in all  material
respects  (except  for  those   representations  and  warranties   qualified  by
materiality)  as of the date of this  Agreement  and as of the  Closing  Date as
though made on and as of the Closing Date,  except as otherwise  contemplated by
this Agreement.

         (b)  PERFORMANCE OF OBLIGATIONS OF ICG. ICG shall have performed in all
material respects all conditions, covenants, agreements and obligations required
to be performed by them under this Agreement at or prior to the Closing Date.

         (c) NO MATERIAL ADVERSE CHANGE TO ICG. From the date hereof through and
including  the Effective  Time, no event shall have occurred  which would have a
ICG Material Adverse Effect.

         (d) NO GOVERNMENTAL  ORDER OR OTHER PROCEEDING OR LITIGATION.  No order
of any  Governmental  Entity shall be in effect that  restrains or prohibits the
transactions  contemplated hereby and by the other Transaction Documents, and no
suit,  action or other  proceeding  by any  Governmental  Entity shall have been
instituted  or threatened  which seeks to restrain or prohibit the  transactions
contemplated hereby or thereby.

         (e) DELIVERIES. At the Closing, ICG shall have delivered to Acquiree:

                  (1) certificates,  dated the Closing Date, signed on behalf of
         ICG by the President of ICG,  certifying as to the  fulfillment  of the
         conditions  specified in  subsections  (a), (b) and (c) of this Section
         7.03;

                  (2)  the  consents  set  forth  in  Section  3.04  of the  ICG
         Disclosure Schedule;

                  (3) true,  correct and complete  copies of (1) the certificate
         of incorporation or other charter document, as amended to date, of ICG,
         certified  as of a  recent  date by the  Secretary  of  State  or other
         appropriate   official   of  the   state  or  other   jurisdiction   of
         incorporation  of  such  company,  (2) the  by-laws  or  other  similar
         organizational  document of ICG, and (3)  resolutions  duly and validly
         adopted by the Board of Directors of ICG evidencing  the  authorization
         of the execution and delivery of this Agreement,  the other Transaction
         Documents  to  which  it  is  a  party  and  the  consummation  of  the
         transactions contemplated hereby and thereby, in each case, accompanied
         by a certificate of the Secretary of ICG, dated as of the Closing Date,
         stating that no amendments have been made thereto from the date thereof
         through the Closing Date; and

                                      -17-
<PAGE>

                  (4) the  share  certificates  issued  prorata  in the names of
         Shareholders of Acquiree, in proper amounts as shown on Exhibit A

                                  ARTICLE VIII
                                   TERMINATION
                              --------------------

SECTION 8.01      TERMINATION.

         This  Agreement  may be  terminated  at any time prior to the Effective
Time, by ICG or Acquiree as set forth below:

                  (a) by mutual  consent of the boards of  directors  of ICG and
         Acquiree; or

                  (b) by ICG  upon  written  notice  to  Acquiree,  if:  (A) any
         condition to the  obligation  of ICG to close  contained in Article VII
         hereof has not been  satisfied  by 60 days after date  hereof (the "End
         Date")  (unless  such failure is the result of ICG breach of any of its
         representations,  warranties, covenants or agreements contained herein)
         or (B) the ICG stockholders do not approve the Exchange; or

                  (c) by  Acquiree  upon  written  notice  to ICG,  if:  (A) any
         condition to the  obligation of Acquiree to close  contained in Article
         VII hereof has not been  satisfied by the End Date (unless such failure
         is the  result  of  Acquiree's  breach  of any of its  representations,
         warranties,  covenants  or  agreements  contained  herein);  or (B) the
         Acquiree shares holders do not approve the Exchange; or

                  (d) by ICG if the board of directors  or special  committee of
         ICG  determines  in good faith,  based upon the written  opinion of its
         outside legal  counsel,  that the failure to terminate  this  Agreement
         would  constitute a breach of the fiduciary  duties of the ICG board of
         directors or special committee to the ICG stockholders under applicable
         law; or

SECTION 8.02      FEES, COSTS AND EXPENSES.

         Legal costs and expenses incurred in connection with this Agreement and
the  transactions  contemplated  hereby  shall  be paid by each  party or out of
financing proceeds at closing.

                                   ARTICLE IX
                   SURVIVAL OF REPRESENTATIONS AND WARRANTIES
                 -----------------------------------------------

         None of the  representations and warranties of the parties set forth in
this  Agreement  shall  survive the  Closing.  Following  the Closing  Date with
respect to any particular representation or warranty, no party hereto shall have
any further liability with respect to such representation and warranty.  None of
the covenants,  agreements  and  obligations of the parties hereto shall survive
the Closing.

                                      -18-
<PAGE>


                                    ARTICLE X
                                  MISCELLANEOUS
                           -------------------------

SECTION 10.01     NOTICES.

         All notices,  requests and other  communications to any party hereunder
shall be in writing (including telecopy,  telex or similar writing) and shall be
deemed given or made as of the date  delivered,  if delivered  personally  or by
telecopy (provided that delivery by telecopy shall be followed by delivery of an
additional copy personally,  by mail or overnight courier),  one day after being
delivered by overnight courier or three days after being mailed by registered or
certified mail (postage prepaid,  return receipt  requested),  to the parties at
the following addresses:

         if to ICG  to:    Infinity Capital Group, Inc.
                           80 Broad Street, Fifth Floor
                           New York, NY  10004
                           Fax: 212-962-4422

         with a copy to (which shall not constitute notice):
                           Michael Littman, Esq.
                           7609 Ralston Road
                           Arvada, CO  80002
                           Fax:  (303) 431-1567

         if to 30DC  to: 30 DC, Inc.
                           69 Ardmillian Rd
                           Mooney Ponds Vic 3039
                           Austrialia


or such other  address or telex or telecopy  number as such party may  hereafter
specify for the purpose by notice to the other party hereto.

SECTION 10.02     AMENDMENT; WAIVER.

         This Agreement may be amended, modified or supplemented, and waivers or
consents to departures  from the provisions  hereof may be given,  provided that
the same are in writing and signed by or on behalf of the parties hereto.

SECTION 10.03     SUCCESSORS AND ASSIGNS.

         The provisions of this Agreement shall be binding upon and inure to the
benefit of the  parties  hereto and their  respective  successors  and  assigns,
provided that no party shall assign,  delegate or otherwise  transfer any of its
rights or obligations  under this Agreement  without the written  consent of the
other party hereto.


                                      -19-
<PAGE>

SECTION 10.04     GOVERNING LAW.

         This  Agreement  shall be construed in accordance  with and governed by
the law of the State of Maryland  without  regard to  principles  of conflict of
laws.

SECTION 10.05     WAIVER OF JURY TRIAL.

         Each party hereto hereby  irrevocably  and  unconditionally  waives any
rights to a trial by jury in any legal action or  proceeding in relation to this
Agreement and for any counterclaim therein.

SECTION 10.06     CONSENT TO JURISDICTION.

         Each of the Parties hereby irrevocably and  unconditionally  submits to
the exclusive  jurisdiction of any court of the State of New York or any federal
court sitting in New York for purposes of any suit,  action or other  proceeding
arising out of this Agreement and the  Transaction  Documents (and agrees not to
commence any action,  suit or proceedings  relating  hereto or thereto except in
such courts).  Each of the Parties agrees that service of any process,  summons,
notice  or  document  pursuant  to the laws of the  State of New York and on the
individuals  designated in Section  10.01 shall be effective  service of process
for any action, suit or proceeding brought against it in any such court.

SECTION 10.07     COUNTERPARTS; EFFECTIVENESS.

         Facsimile  transmissions  of  any  executed  original  document  and/or
retransmission of any executed facsimile  transmission shall be deemed to be the
same as the delivery of an executed  original.  This  Agreement may be signed in
any number of  counterparts,  each of which shall be an original,  with the same
effect as if the signatures thereto and hereto were upon the same instrument.

SECTION  10.08  ENTIRE  AGREEMENT;  NO  THIRD  PARTY  BENEFICIARIES;  RIGHTS  OF
OWNERSHIP.

         Except as expressly  provided  herein,  this  Agreement  (including the
documents  and  the  instruments  referred  to  herein)  constitute  the  entire
agreement and supersede all prior  agreements and  understandings,  both written
and oral, among the parties with respect to the subject matter hereof. Except as
expressly  provided  herein,  this  Agreement is not intended to confer upon any
person  other than the  parties  hereto any rights or  remedies  hereunder.  The
parties  hereby  acknowledge  that no person  shall have the right to acquire or
shall be deemed to have  acquired  shares  of  common  stock of the other  party
pursuant to the Exchange until consummation thereof.

SECTION 10.09     HEADINGS.

         The headings  contained in this  Agreement are for  reference  purposes
only and shall not in any way  affect  the  meaning  or  interpretation  of this
Agreement.

                                      -20-
<PAGE>

SECTION 10.10     NO STRICT CONSTRUCTION.

         The parties hereto have  participated  jointly in the  negotiation  and
drafting of this  Agreement.  In the event an ambiguity or question of intent or
interpretation  arises under any  provision of this  Agreement,  this  Agreement
shall  be  construed  as if  drafted  jointly  by the  parties  thereto,  and no
presumption or burden of proof shall arise favoring or disfavoring  any party by
virtue of the authorship of any of the provisions of this Agreement.

SECTION 10.11     SEVERABILITY.

         If any term or other provision of this Agreement is invalid, illegal or
unenforceable, all other provisions of this Agreement shall remain in full force
and  effect  so long as the  economic  or legal  substance  of the  transactions
contemplated  hereby is not affected in a manner that is  materially  adverse to
any party.

                                   ARTICLE XI
                                   DEFINITIONS
                            -----------------------

         "Affiliate" shall mean (a) with respect to an individual, any member of
such  individual's  family including lineal ancestors and descendents;  (b) with
respect to an entity,  any officer,  director,  stockholder,  partner,  manager,
investor or holder of an  ownership  shares of or in such entity or of or in any
Affiliate  of such entity;  and (c) with  respect to a Person,  any Person which
directly  or  indirectly,  through  one or  more  intermediaries,  controls,  is
controlled by, or is under common control with such Person or entity.

         "Agreement"  shall have the meaning  set forth in the  preamble to this
Agreement.

         "Acquiree"  shall have the  meaning  set forth in the  preamble to this
Agreement.

         "Acquiree  Common  Stock"  shall  have  the  meaning  set  forth in the
recitals to this  Agreement,  and  elsewhere in Section  4.02"Acquiree  Material
Adverse Effect" shall mean an event or change,  individually or in the aggregate
with other  events or  changes,  that could  reasonably  be  expected  to have a
material adverse effect on (a) the business,  properties,  prospects,  condition
(financial or  otherwise) or results of operations of Acquiree  taken as a whole
(other than those events,  changes or effects  resulting  from general  economic
conditions  or the industry in which  Acquiree is engaged  generally) or (b) the
ability of Acquiree to consummate the transactions contemplated hereby.

         "Acquiree Shareholders" mean the holders of common shares in Acquiree.

         "Certificates"  shall have the  meaning set forth in Section 1. of this
Agreement.

          "Closing"  shall have the  meaning  set forth in Section  2.01 of this
Agreement.

         "Closing Date" shall have the meaning set forth in Section 2.01 of this
Agreement.

                                      -21-
<PAGE>

         "Code"  shall  have  the  meaning  set  forth in the  recitals  of this
Agreement.

         "Contingent  Obligation"  as to any Person  shall mean the undrawn face
amount of any letters of credit  issued for the account of such Person and shall
also mean any  obligation  of such Person  guaranteeing  or having the  economic
effect of guaranteeing any Indebtedness, leases, dividends, letters of credit or
other  obligations  ("Primary  Obligations")  of any other Person (the  "Primary
Obligor") in any manner,  whether  directly or  indirectly,  including,  without
limitation,  any obligation of such Person,  whether or not  contingent,  (a) to
purchase any such Primary  Obligation  or any  property  constituting  direct or
indirect security therefore, (b) to advance or supply funds (i) for the purchase
or payment of any such Primary Obligation or (ii) to maintain working capital or
equity  capital of the Primary  Obligor or otherwise  to maintain the  financial
condition  or  solvency  of  the  Primary  Obligor,  (c) to  purchase  property,
securities  or services  primarily for the purpose of assuring the obligee under
any such  Primary  Obligation  of the  ability  of the  Primary  Obligor to make
payment of such Primary Obligation,  or (d) otherwise to assure or hold harmless
the obligee  under such  Primary  Obligation  against  loss in respect  thereof;
provided,  however,  that the  term  Contingent  Obligation  shall  not  include
endorsements  of instruments for deposit or collection in the ordinary course of
business.

         "Contracts" shall mean all contracts,  leases, subleases, notes, bonds,
mortgages,  indentures, Permits and Licenses,  non-competition agreements, joint
venture or partnership agreements,  powers of attorney, purchase orders, and all
other  agreements,  arrangements  and other  instruments,  in each case  whether
written or oral,  to which such Person is a party or by which any of them or any
of its assets are bound.

         "Conversion Amount" shall mean an amount equal to 1/100th of 60,984,000
shares of ICG Common Stock per 1% shares in Acquiree.

          "Effective  Time"  shall be the date all  conditions  and  performance
hereunder has been completed but no later than August 10, 2010,  unless mutually
extended by the parties.
         "End Date"  shall have the  meaning  set forth in Section  8.01 of this
Agreement.

          "Governmental  Approval"  shall mean the consent,  approval,  order or
authorization  of,  or  registration,  declaration  or  filing  with any  court,
administrative  agency or commission or other Governmental Entity,  authority or
instrumentality, domestic or foreign.

         "Governmental  Entity"  means the  government  of the United  States of
America, any other nation or any political subdivision thereof, whether foreign,
state or local,  and any agency,  authority,  instrumentality,  regulatory body,
court, tribunal,  arbitrator, central bank or other entity exercising executive,
legislative,  judicial, taxing, regulatory or administrative powers or functions
of or pertaining to government.

         "ICG"  shall  have  the  meaning  set  forth  in the  preamble  to this
Agreement.

                                      -22-
<PAGE>

         "ICG" Common Stock" shall have the meaning set forth in the recitals to
this agreement.

         "ICG"  Common  Stock  Equivalents"  shall have the meaning set forth in
Section 3.02 of this Agreement.

         "ICG"  Material   Adverse  Effect"  shall  mean  an  event  or  change,
individually,  or in the  aggregate  with other  events or  changes,  that could
reasonably  be expected to have a material  adverse  effect on (a) the business,
properties,   prospects,  condition  (financial  or  otherwise)  or  results  of
operations  of ICG and the ICG  Subsidiaries  taken as a whole (other than those
events,  changes or effects  resulting from general  economic  conditions or the
industry  in  which  ICG is  engaged  generally)  or (b) the  ability  of ICG to
consummate the transactions contemplated hereby.

         "Indebtedness"  shall  mean as to any Person and  whether  recourse  is
secured by or is otherwise available against all or only a portion of the assets
of such Person and whether or not contingent, but without duplication: (a) every
obligation  of such  Person for money  borrowed;  (b) every  obligation  of such
Person  evidenced  by bonds,  debentures,  notes or other  similar  instruments,
including  obligations  incurred in  connection  with the  Exchange of property,
assets or  businesses;  (c) every  reimbursement  obligation of such Person with
respect to letters of credit,  bankers' acceptances or similar facilities issued
for the account of such Person;  (d) every  obligation  of such Person issued or
assumed as the  deferred  purchase  price of  property  or  services  (including
securities repurchase agreements but excluding trade accounts payable or accrued
liabilities  arising in the ordinary  course of business which are not more than
120 days  overdue  or which are being  contested  in good  faith by  appropriate
proceedings  and for which  adequate  reserves  have been provided in accordance
with  GAAP);  (e)  every  Capital  Lease  Obligation  of  such  Person;  (f) any
obligation  of such  Person  to pay any  discount,  shares,  fees,  indemnities,
penalties,  recourse,  expenses or other amounts in connection with any sales by
such Person unless such sales are on a non-recourse basis (as to collectibility)
of (i)  accounts or general  intangibles  for money due or to become  due,  (ii)
chattel  paper,  instruments  or  documents  creating or  evidencing  a right to
payment of money or (iii)  other  receivables,  whether  pursuant  to a purchase
facility or otherwise,  other than in  connection  with the  disposition  of the
business  operations  of  such  Person  relating  thereto  or a  disposition  of
defaulted  receivables  for collection and not as a financing  arrangement;  (g)
every obligation of such Person under any forward  contract,  futures  contract,
swap,  option or other financing  agreement or arrangement  (including,  without
limitation, caps, floors, collars and similar agreements), the value of which is
dependent  upon shares rates,  currency  exchange  rates,  commodities  or other
indices  (a  "derivative   contract");   (h)  every  obligation  in  respect  of
Indebtedness of any other entity (including any partnership in which such Person
is a general  partner) to the extent that such Person is liable  therefore  as a
result of such  Person's  ownership  shares in or other  relationship  with such
entity,  except to the extent that the terms of such  Indebtedness  provide that
such  Person  is not  liable  therefore  and such  terms are  enforceable  under
applicable law; and (i) every Contingent  Obligation of such Person with respect
to Indebtedness of another Person.  Notwithstanding  anything to the contrary in
this Agreement,  the term "Indebtedness"  expressly includes the following debts
and obligations of Acquiree:

                                      -23-
<PAGE>

         "Laws" shall mean all foreign, federal, state and local statutes, laws,
ordinances,   regulations,  rules,  resolutions,   orders,  writs,  injunctions,
judgments and decrees  applicable to the specified  Person and to the businesses
and assets thereof.

         "License"  shall mean any franchise,  authorization,  license,  permit,
certificate of occupancy, easement, variance, exemption, certificate, consent or
approval of any Governmental Entity or other Person.

         "Lien" shall mean any mortgage, pledge, assessment,  security interest,
lease, lien, adverse claim, levy, charge or other encumbrance of any kind.

         "Exchange"  shall have the  meaning  set forth in the  recitals of this
Agreement.

         "Person" shall mean any individual,  sole proprietorship,  partnership,
joint venture, trust,  unincorporated  organization,  limited liability company,
association,  Entity,  institution,  entity,  party,  Governmental Entity or any
other juridical entity of any kind or nature whatsoever.

          "Takeover  Proposal"  shall mean any proposal for a tender or exchange
offer, Exchange, consolidation, sale of all or substantially all of such party's
assets,  sale of in excess of fifteen  percent of the shares of capital stock or
other  business  combination  involving  such party or any  proposal or offer to
acquire  in any  manner  a  substantial  equity  shares  (including  any  shares
exceeding fifteen percent of the equity outstanding) in, or all or substantially
all of the assets of, such party  other than the  transactions  contemplated  by
this Agreement.

         "Taxes" means all federal, state, county, local, municipal, foreign and
other  taxes,  assessments,  duties or similar  charges of any kind  whatsoever,
including all corporate franchise, income, gross receipts, occupation,  windfall
profits, sales, use, ad valorem,  value-added,  profits,  license,  withholding,
payroll, employment, excise, premium, real property, personal property, customs,
net  worth,  capital  gains,  transfer,  stamp,  documentary,  social  security,
disability,  environmental,  alternative minimum, recapture and other taxes, and
including  all shares,  penalties and  additions  imposed with respect  thereto,
whether  disputed or not and including any obligations to indemnify or otherwise
assume or succeed to the Tax  liability  of any  Person,  and any  liability  in
respect  of any Tax as a result of being a member of any  affiliated,  combined,
consolidated, unitary or similar group.

         "Tax   Return"   means  any  report,   return,   statement,   estimate,
informational  return,  declaration or other written information  required to be
supplied to a taxing authority in connection with Taxes.

         "Taxing  Authority"  means any domestic,  foreign,  federal,  national,
state, county or municipal or other local government,  any subdivision,  agency,
commission or authority thereof, or any  quasi-governmental  body exercising tax
regulatory authority.

          "Transaction Documents" shall mean this Agreement

                                      -24-
<PAGE>

         IN WITNESS  WHEREOF,  the parties  hereto  have  caused  this  Exchange
Agreement to be duly executed as of the day and year first above written.

                                 INFINITY CAPITAL GROUP, INC.


                                 By: /s/ Gregory H. Laborde
                                    --------------------------------------------
                                      Name: Gregory H. Laborde
                                      Title: President



                                 30DC, INC.


                                 By: /s/ Edward Dale
                                    --------------------------------------------
                                      Name:
                                      Title:
<PAGE>





















                                  EXHIBIT "A"

























<PAGE>

                                  EXHIBIT A

30 DC SHAREHOLDER                                                INFINITY SHARES
---------------------------------------------------              ---------------
CORHOLDINGS PTY LTD AS TRUSTEE FOR CARBLY TRUST
 (ABN59 598 847 541)
ATTN: MR. RANDALL EWENS                                              2,640,000
6 ELMGLADE ROAD
SPRINGFIELD, SOUTH AUSTRALIA 5062
AUSTRALIA

SOMERCORP PTY LTD AS TRUSTEE FOR SOMERVILLE &
 NOITZ FAMILY TRUST
ATTN: MR ROBERT J. SOMERVILLE                                        2,640,000
P.O. BOX 448
MALVERN VIC 3144
AUSTRALIA

ANDREW LANDERYOU                                                     2,640,000
13 CULLODEEN STREET
BRUNSWICK WEST VIC 3055
AUSTRALIA

CLINTON CAREY                                                        3,432,000
APARTMENT 1082
1 LENNIE AVENUE
MAIN BEACH, QUEENSLAND 4217
AUSTRALIA

RAINE VENTURES LLC                                                  10,560,000
ATTN: MR. DAN RAINES
7 NORMAN ROAD
RUNCORN, CHESHIRE WA7 5PE
UNITED KINGDOM

MARILLION PARTNERSHIP, LTD                                          37,224,000
ATTN: ED DALE
69 ARDMILLIAN RD
MOONEY PONDS VIC 3039
AUSTRIALIA

EDWARD DALE                                                          1,848,000
69 ARDMILLIAN RD
MOONEY PONDS VIC 3039
AUSTRIALIA



TOTAL                                                               60,984,000


<PAGE>















                                  EXHIBIT "B"




















<PAGE>
                     EXCHANGE AGREEMENT AND REPRESENTATIONS

Gentlemen:

         I understand  that  shareholders  of 30DC,  Inc.  ("30DC"),  a Delaware
corporation,  are offering to exchange their shares of common stock of 30DC, for
shares of stock of Infinity Capital Group, Inc.  ("Infinity" or the Company),  a
Maryland corporation, pursuant to the Plan and Agreement of Reorganization dated
___________, 2010 by and between Infinity  Capital Group,  Inc. and 30DC Energy,
Inc., in which I hereby join and to which I agree hereby.

         I hereby  offer to exchange  ______________  shares of common  stock of
30DC for  ______________  shares of Infinity (the "Shares") and tender my shares
of 30DC herewith,  and upon  acceptance by you, agree to become a shareholder of
the Company.  In order to induce the Company to accept my offer, I advise you as
follows; and acknowledge:

1. CORPORATE DOCUMENTS. Receipt of copies of Articles, By-Laws, and December 31,
2009 audited financial statements of Infinity and such other documents as I have
requested,  I hereby  acknowledge  that I have received the documents (as may be
supplemented  from  time  to  time)  relating  to the  Company  and  that I have
carefully  read  the  information  and  that I  understand  all of the  material
contained  therein,  and agree to the terms,  and understand the risk factors as
described therein.

2. AVAILABILITY OF INFORMATION.  I hereby  acknowledge that the Company has made
available to me the  opportunity  to ask questions of, and receive  answers from
the Company and any other person or entity acting on its behalf,  concerning the
terms  and  conditions  of  the  Plan,  the  financial  statements  and  related
information  of the  Company  and 30DC,  and the  information  contained  in the
corporate documents, and to obtain any additional information, to the extent the
Company possesses such information or can acquire it without unreasonable effort
or expense,  necessary to verify the accuracy of the information provided by the
Company and any other person or entity acting on its behalf.

3.  REPRESENTATIONS AND WARRANTIES.  I represent and warrant to the Company (and
understand  that it is  relying  upon  the  accuracy  and  completeness  of such
representations  and  warranties  in  connection  with  the  availability  of an
exemption  for the  offer  and  exchange  of the  shares  from the  registration
requirements of applicable federal and state securities laws) that:

         (a) RESTRICTED SECURITIES.

                  (I) I  understand  that the  Shares  have not been  registered
         under the Securities Act of 1933, as amended (the "Act"),  or any state
         securities laws.

                                      -1-
<PAGE>

                  (II) I understand that if this exchange  agreement is accepted
         and the Shares are issued to me, I cannot sell or otherwise  dispose of
         the shares unless the Shares are registered  under the Act or the state
         securities   laws  or   exemptions   therefrom   are   available   (and
         consequently,  that I must bear the economic risk of the investment for
         an indefinite period of time):

                  (III) I understand  that the Company has no obligation  now or
         at any  time  to  register  the  Shares  under  the  Act  or the  state
         securities laws or obtain exemptions therefrom.

                  (IV) I understand  that the Company will restrict the transfer
         of the Shares in accordance with the foregoing representations.

                  (V)  There  is no  public  market  for  the  common  stock  of
         Infinity, and there is no certainty that a more liquid market will ever
         develop or be maintained. There can be no assurance that I will be able
         to sell or  dispose  of the  Shares.  Moreover,  no  assignment,  sale,
         transfer, exchange or other disposition of the Shares can be made other
         than  in  accordance  with  all  applicable   securities  laws.  It  is
         understood  that a  transferee  may at a minimum be required to fulfill
         the investor  suitability  requirements  established by the Company, or
         registration may be required.

         (b) LEGEND.

I agree  that any  certificate  representing  the  Shares  will  contain  and be
endorsed with the following, or a substantially equivalent, LEGEND:

"This  share   certificate   has  been   acquired   pursuant  to  an  investment
representation  by the holder and shall not be sold,  pledged,  hypothecated  or
donated or otherwise transferred except upon the issuance of a favorable opinion
by its counsel and the submission to the Company of other evidence  satisfactory
to and as required by counsel to the Company,  that any such  transfer  will not
violate the Securities Act of 1933, as amended,  and applicable state securities
laws. These shares are not and have not been registered in any jurisdiction."

         (c) OWN ACCOUNT.

I am the only party in interest  with respect to this exchange  offer,  and I am
acquiring the Shares for my own account for long-term  investment  only, and not
with an intent to resell, fractionalize, divide, or redistribute all or any part
of my interest to any other person.

         (d) AGE: CITIZENSHIP.

I am at least twenty-one years old and a citizen of the United States.

         (e) ACCURACY OF INFORMATION.

All  information  which I have  provided to the Company  concerning my financial
position and knowledge of financial and business matters is correct and complete
as of the date set forth at the end hereof,  and if there should be any material
change in such  information  prior to acceptance  of this exchange  offer by the
Company, I will immediately provide the Company with such information.


<PAGE>

4. EXCHANGE PROCEDURE. I understand that this exchange is subject to each of the
following terms and conditions:

         (a) The Company may reject this  exchange for legal  reasons,  and this
exchange shall become  binding upon the Company only when accepted,  in writing,
by the Company.

         (b) This offer may not be withdrawn by me.

         (c) The share  certificates to be issued and delivered pursuant to this
exchange will be issued in the name of and delivered to the undersigned.

5. SUITABILITY. I hereby warrant and represent:

         (a) That I can afford a complete loss of the  investment and can afford
to hold the  securities  being  received  hereunder for an indefinite  period of
time.

         (b) That I consider this investment a suitable investment, and

         (c) That I am  sophisticated  and  knowledgeable  and  have  had  prior
experience in financial matters and investments.

6.  ACKNOWLEDGEMENT  OF RISKS. I have been furnished and have carefully read the
Plan and  information  relating to the Company,  including this form of Exchange
Agreement. I am aware that:

         (a) There are  substantial  risks  incident to the  ownership of Shares
from the Company,  and such investment is speculative and involves a high degree
of risk of loss by me of my entire investment in the Company.

         (b) No federal or state  agency has passed  upon the Shares or made any
finding or determination concerning the fairness of this investment.

         (c) The books and records of the Company will be  reasonably  available
for  inspection  by me and/or my investment  advisors,  if any, at the Company's
place of business.

         (d) All assumptions and projections set forth in any documents provided
by the Company have been included therein for purposes of illustration only, and
no  assurance  is given that actual  results  will  correspond  with the results
contemplated by the various assumptions set forth therein.

         (e)  Prior to the  completion  of the  exchange,  _______has  a limited
operating history. ____ is in the development stage, and its proposed operations
are subject to all of the risk inherent in the  establishment  of a new business
enterprise,  including a limited  operating  history.  The  unlikelihood  of the
success of the Company must be considered  in light of the  problems,  expenses,
difficulties, complications and delays frequently encountered in connection with
the formation and operation of a new business and the competitive environment in
which the Company will operate.

<PAGE>

7. RECEIPT OF ADVICE.  I acknowledge  that I have been advised to consult my own
attorney and investment advisor concerning the investment.

8. RESTRICTIONS ON TRANSFER. I acknowledge that the investment in the Company is
an illiquid investment. In particular, I recognize that:

         (a)  Due to  restrictions  described  below,  the  lack  of any  market
existing or to exist for these Shares,  in the event I should attempt to sell my
Shares in the Company,  my investment will be highly illiquid and, probably must
be held indefinitely.

         (b) I must bear the economic  risk of  investment  in the Shares for an
indefinite  period of time,  since the Shares have not been registered under the
Securities  Act of 1933,  as amended,  and  issuance  is made in  reliance  upon
Section 4(2) and 4(6) of said Act and/or Rules 501-506 of Regulation D under the
Act,  as may be  applicable.  Therefore,  the Shares  cannot be  offered,  sold,
transferred,  pledged,  or  hypothecated  to any person  unless  either they are
subsequently registered under said Act or an exemption from such registration is
available and the favorable opinion of counsel for the Company to that effect is
obtained,  which is not anticipated.  Further, unless said Shares are registered
with the securities commission of the state in which offered and sold, I may not
resell,  hypothecate,  transfer, assign or make other disposition of said Shares
except in a transaction exempt or exempted from the registration  requirement of
the securities act of such state,  and that the specific  approval of such sales
by the securities regulatory body of the state is required in some states.

         (c) My right to  transfer  my  Shares  will also be  restricted  by the
legend endorsed on the certificates.

9. ACCESS TO INFORMATION. I represent and warrant to the Company that:

         (a) I have  carefully  reviewed and  understand the risks of, and other
considerations  relating to, the exchange of the Shares,  including the risks of
total loss in the event the Company's business is unsuccessful.

         (b) I and my  investment  advisors,  if any,  have been  furnished  all
materials relating to the Company and its proposed activities and anything which
they have  requested  and have  been  afforded  the  opportunity  to obtain  any
additional  information  necessary to verify the accuracy of any representations
about the Company.

         (c) The Company has answered  all  inquiries  that I and my  investment
advisors,  if any,  have  put to it  concerning  the  Company  and its  proposed
activities and the Plan and exchange for the Shares.

         (d) Neither I nor my investment  advisors,  if any, have been furnished
any offering  literature  other than the documents  attached as exhibits thereto
and I and my investment  advisors,  if any, have relied only on the  information
contained in such exhibits and the  information,  as described in  subparagraphs
(b) and (c) above, furnished or made available to them by the Company.


<PAGE>

         (e) I am acquiring  the Shares for my own account,  as  principal,  for
investment  purposes only and not with a view to the resale of  distribution  of
all or any part of such Shares, and that I have no present intention,  agreement
or arrangement to divide my participation with others or to resell,  transfer or
otherwise  dispose  of all or any part of the Shares  subscribed  for unless and
until I determine,  at some future  date,  that  changed  circumstances,  not in
contemplation at the time of this exchange, makes such disposition advisable;

         (f) I, the  undersigned,  if on behalf of a  corporation,  partnership,
trust,  or other form of business  entity,  affirm that:  it is  authorized  and
otherwise duly  qualified to purchase and hold Shares in the Company;  recognize
that the  information  under the  caption  as set forth in (a) above  related to
investments  by an  individual  and does not  address  the  federal  income  tax
consequences  of an  investment by any of the  aforementioned  entities and have
obtained such  additional tax advice that I have deemed  necessary;  such entity
has its principal place of business as set forth below;  and such entity has not
been formed for the specific purpose of acquiring Shares in the Company.

         (g) I have  adequate  means  of  providing  for my  current  needs  and
personal contingencies and have no need for liquidity in this investment; and

         (h)  The  information  provided  by the  Company  is  confidential  and
non-public and I agree that all such information  shall be kept in confidence by
it and neither used by it to its personal benefit (other than in connection with
its  exchange  for the Shares) nor  disclosed to any third party for any reason;
provided,  however, that this obligation shall not apply to any such information
which (i) is part of the public  knowledge or literature and readily  accessible
at the date hereof;  (ii) becomes part of the public knowledge or literature and
readily  accessible  by  publication  (except  as a result  of a breach of these
provisions);  or (iii) is received from third parties  (except those parties who
disclose  such  information  in  violation  of  any  confidentiality  agreements
including,  without  limitation,  any Exchange  Agreement they may have with the
Company).

10. BINDING AGREEMENT.  I hereby adopt, accept, and agree to be bound by all the
terms and  conditions of the Plan, and by all of the terms and conditions of the
Articles of Incorporation,  and amendments thereto,  and By-Laws of the Company.
Upon  acceptance  of this  Exchange  Agreement by the Company,  I shall become a
Shareholder for all purposes.

11.  AGREEMENT  TO BE BOUND.  The Exchange  Agreement,  upon  acceptance  by the
Company, shall be binding upon the heirs, executors, administrators, successors,
and assigns of mine.

12. INDEMNIFICATION. I further represent and warrant:

         (a) I hereby  indemnify the Company and hold the Company  harmless from
and against any and all liability,  damage, cost, or expense incurred on account
of or arising out of:

                  (I) Any inaccuracy in my  declarations,  representations,  and
         warranties hereinabove set forth;

                  (II)  The  disposition  of  any  of the  Shares  which  I will
         receive,  contrary to my foregoing declarations,  representations,  and
         warranties; and

                  (III) Any action,  suit or proceeding based upon (1) the claim
         that said declarations,  representations, or warranties were inaccurate
         or misleading or otherwise cause for obtaining  damages or redress from
         the Company;  or (2) the  disposition  of any of the Shares or any part
         thereof.

13.  GOVERNING  LAW. This  Agreement  shall be construed in accordance  with and
governed by the laws of the State of Maryland,  except as to the manner in which
the undersigned  elects to take title to the Shares in the Company that shall be
construed in accordance with the state of his principal residence.

14. FINANCIAL  STATEMENT.  Upon request of the Company,  I shall provide a sworn
and signed copy of my current financial statement.

15.  ACCREDITED  INVESTOR.  [__] (Check if applicable.  ACCREDITED  INVESTOR.  I
represent  that I am an  "Accredited  Investor" or an Officer of an  "Accredited
Investor" as defined below:

                ACCREDITED  INVESTOR  shall mean any person who comes within any
of the following  categories,  or who the issuer reasonably believes come within
any of the following  categories,  at the time of the sale of the  securities to
that person.

                (1) Any bank as defined in  section  3(a)(2) of the Act,  or any
savings  and loan  association  or  other  institution  as  defined  in  section
3(a)(5)(A) of the Act whether  acting in its  individual or fiduciary  capacity;
any  broker  or dealer  registered  pursuant  to  section  15 of the  Securities
Exchange Act of 1934;  any insurance  company as defined in section 2(13) of the
Act; any investment  company registered under the Investment Company Act of 1940
or a business  development  company as defined in section  2(a)(48) of that Act;
any Small  Business  Investment  Company  licensed  by the U.S.  Small  Business
Administration  under section 301(c) or (d) of the Small Business Investment Act
of  1958;  any  plan  established  and  maintained  by a  state,  its  political
subdivisions,  or any  agency  or  instrumentality  of a state or its  political
subdivisions, for the benefit of its employees, if such plan has total assets in
excess of  $5,000,000;  any  employee  benefit  plan  within the  meaning of the
Employee  Retirement  Income Security Act of 1974 if the investment  decision is
made by a plan  fiduciary,  as defined in  section  3(21) of such act,  which is
either a bank, savings and loan association,  insurance  company,  or registered
investment  adviser,  or if the employee benefit plan has total assets in excess
of $5,000,000 or, if a self-directed plan, with investment decisions made solely
by persons that are accredited investors;

                (2) Any  private  business  development  company  as defined  in
section 202(a)(22) of the Investment Advisers Act of 1940;

                (3) Any  organization  described  in  section  501(c)(3)  of the
Internal Revenue Code, corporation,  Massachusetts or similar business trust, or
partnership,  not formed for the specific  purpose of acquiring  the  securities
offered, with total assets in excess of $5,000,000;
<PAGE>

                (4) Any director,  executive officer,  or general partner of the
issuer of the  securities  being  offered or sold,  or any  director,  executive
officer, or general partner of a general partner of that issuer;

                (5) Any natural person whose  individual net worth, or joint net
worth with that person's spouse, at the time of his purchase exceeds $1,000,000;

                (6) Any natural person who had an individual income in excess of
$200,000 in each of the two most recent years or joint income with that person's
spouse  in  excess  of  $300,000  in each of those  years  and has a  reasonable
expectation of reaching the same income level in the current year;

                (7) Any trust,  with total assets in excess of  $5,000,000,  not
formed for the  specific  purpose of acquiring  the  securities  offered,  whose
purchase   is   directed   by   a   sophisticated   person   as   described   in
ss.230.506(b)(2)(ii); and

                (8) Any entity in which all of the equity owners are  accredited
investors.

                (9) An entity or person  defined under SEC CFR  ss.2330.001  and
California Corporations Code ss.25102(n) (by inclusion).

                An AFFILIATE of, or person  AFFILIATED  with, a specific  person
shall  mean  a  person  that  directly,   or  indirectly  through  one  or  more
intermediaries,  controls or is controlled  by, or is under common control with,
the person specified.

I will hold title to my interest as follows:

                {  }  Community Property

                {  }  Joint Tenants with Right Survivorship

                {  }  Tenants in Common

                {  }  Individually

                {  }  Other:  (Corporation, Trust, Etc., please indicate)

                (Note:  Subscribers should seek the advice of their attorneys in
deciding in which of the above forms they should take  ownership  of the Shares,
since  different  forms  of  ownership  can  have  varying  gift  tax and  other
consequences,  depending  on the  state of the  investor's  domicile  and  their
particular personal circumstances. For example, in community property states, if
community  property  assets  are  used to  purchase  shares  held in  individual
ownership, this might have adverse gift tax consequences.  If OWNERSHIP IS BEING
TAKEN IN JOINT  NAME WITH A SPOUSE OR ANY OTHER  PERSON,  THEN ALL  SUBSCRIPTION
DOCUMENTS MUST BE EXECUTED BY ALL SUCH PERSONS.)

<PAGE>

16. NO ASSIGNABILITY.  This exchange is personal to the person/entity whose name
and address appear below.  The  undersigned  may not assign any of its rights or
obligations under this Exchange Agreement to any other person or entity.

17.  CONDITIONS.  This Exchange  Agreement shall become binding upon the Company
only when accepted, in writing, by the Company.

18. EFFECTIVE DATE. The exchange for Shares evidenced by this Exchange Agreement
shall,  if accepted by the Company,  be  effective  as soon after  ____________,
2010, as all state laws have been complied with to effectuate the transaction.

19.  CONVEYANCE.  I hereby agree to convey title to all of my interest in all my
common  shares of 30DC to Infinity in exchange for  _________  common  shares of
Infinity.

20. FURTHER ACTS. The  undersigned  hereby agrees to execute any other documents
and take any further  actions that are  reasonably  necessary or  appropriate in
order to implement the transaction contemplated by this Exchange Agreement.


<PAGE>



DATED THIS  ___ DAY OF _________________ 2010.



NAME OF PURCHASER/EXCHANGOR                          Tax I.D./SSN


------------------------------------------           ---------------------
Signature of Purchaser/Exchanger:

---------------------------------------------------------------------------
Residence Address





THIS EXCHANGE OFFER IS ACCEPTED THIS ______ day of _______________, 20___.




INFINITY CAPITAL GROUP, INC., a Maryland Corporation



By: _____________________________________________
<PAGE>

                                 SCHEDULE 3.02







   NAME                         NUMBER OF $0.80 OPTIONS
   ----------------------       -----------------------

   Ernest D. Chu                111,000

   Conrad R. Huss               137,000

   Pierce McNally               156,000

   Total                        404,000


   NAME                         NUMBER OF $0.50 OPTIONS
   ----------------------       -----------------------

   Joseph M. Chiappetta         86,500

   Ernest D. Chu                36,500

   Conrad R. Huss               36,500

   Pierce McNally               36,500

   Total                        196,000

<PAGE>

                                 SCHEDULE 4.02



30DC, Inc. Capitalization


Common Stock:           Outstanding:    4,620,000
                        Authorized:    25,000,000


Preferred Stock:        Outstanding:           -0-
                        Authorized:     5,000,000
