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<FILENAME>icg8ksept102010.txt
<TEXT>
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K
                                 CURRENT REPORT

     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


                       Date of Report: September 10, 2010


                          INFINITY CAPITAL GROUP, INC.
                ------------------------------------------------
             (Exact name of registrant as specified in its charter)


          MARYLAND                          814-00708             16-1675285
          --------                          ---------             ----------
(State or other jurisdiction of     (Commission File Number)    (IRS Employer
        incorporation)                                       Identification No.)

                 80 BROAD STREET, 5TH FLOOR, NEW YORK, NY 10004
      -------------------------------------------------------------------
              (Address of principal executive offices and Zip Code)

        Registrant's telephone number, including area code (212) 962-4400


Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

|_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR
    230.425)

|_| Soliciting  material  pursuant to Rule 14a-12 under the Exchange Act (17 CFR
    240.14a-12)

|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
    Act (17 CFR 240.14d-2(b))

|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
    Act (17 CFR 240.13e-4(c))



<PAGE>

                        SECTION 2 - FINANCIAL INFORMATION
                      ------------------------------------

ITEM 2.01 - COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS
--------------------------------------------------------------

On September 10, 2010,  Infinity  Capital Group,  Inc., a Maryland  Corporation,
("Infinity")   entered  into  a  Plan  and  Agreement  of  Reorganization   (the
"Agreement")  with  30DC,  Inc.,  a  Delaware  corporation,   ("30DC")  and  the
Shareholders of 30DC, Inc. ("30DC Shareholders").

In  exchange  for 100% of the issued and  outstanding  shares of 30DC,  Infinity
issued  60,984,000  shares of its restricted  common stock.  The shareholders of
30DC  received  13.2 shares of common  stock of Infinity  for every one share of
30DC.

Upon closing  Messrs.  Edward Dale and Clinton Carey were both  appointed to the
Board of  Directors  of  Infinity  and Mr.  Dale  was  appointed  the new  Chief
Executive  Officer of the Company.  Mr. Dale is the President,  Chief  Executive
Officer and a director  of 30DC.  In  addition,  he is the manager and an equity
holder of the majority shareholder of 30DC, Marillion Partnership.  Mr. Carey is
the Chief Operating Officer and a director of 30DC.

Infinity,  as a result of the  transaction,  became the owning entity of 100% of
the  outstanding  common  shares  of common  stock of 30DC and is the  surviving
corporation.  For purposes of accounting,  30DC will be considered the surviving
entity. The business of 30DC is now the primary business of Infinity.

30DC, INC. BUSINESS SUMMARY

30DC was  incorporated  on October 17,  2008 in the state of  Delaware  with its
operations located in Monee Ponds,  Victoria,  Australia and Cheshire,  England.
30DC has two business  divisions  consisting of the "30 Day  Challenge"  and the
"Immediate  Edge." The 30 Day  Challenge  is a free  online  ecommerce  training
program, year round, with an online education subscription service. In addition,
periodic  premium  live  seminars  are  produced  which are  intended  to target
experienced  Internet business operators.  Immediate Edge is an online education
program  subscription  service offering high-end internet marketing  instruction
and strategies for experienced online commerce practitioners.

                   SECTION 3 - SECURITIES AND TRADING MARKETS
               -------------------------------------------------

ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES.
-------------------------------------------------

ISSUANCES OF COMMON STOCK

As a result of the Plan and Agreement of Reorganization  with 30DC, Inc. and its
shareholders,  executed on September 10, 2010, Infinity issued 60,984,000 shares
of its restricted  common stock to the shareholders of 30DC,  Inc.,  pursuant to
exemption  from  registration  afforded by Section 4(2) of the Securities Act of
1933 and Regulation D, Rule 506.

As a result of the issuance  transaction,  67,531,391 shares of common stock are
issued and outstanding as of date hereof.


<PAGE>

                 SECTION 5 - CORPORATE GOVERNANCE AND MANAGEMENT
          ------------------------------------------------------------

ITEM 5.01 - CHANGES IN CONTROL OF REGISTRANT
--------------------------------------------

As a result of the Plan and Agreement of Reorganization  with 30DC, Inc. and its
shareholders,  executed on September 10, 2010, Infinity issued 60,984,000 shares
of its restricted  common stock to the  shareholders of 30DC. As a result of the
issuance of the shares,  Infinity will have  approximately  67,531,391 shares of
common stock issued and outstanding.

The  Marillion  Partnership,   the  majority  shareholder  of  30DC,  will  hold
37,224,000 shares of the common stock of Infinity,  approximately  55.12% of the
issued and  outstanding  common stock.  The Marillion  Partnership  is owned and
managed by Edward Dale,  an officer and director of 30 DC and a newly  appointed
director of Infinity.  Therefore,  Mr. Dale has indirect beneficial ownership of
the 37,244,000  shares held by the Marillion  Partnership.  Mr. Edward Dale will
hold 1,848,000 shares of common stock directly.

ITEM 5.02 - DEPARTURE OF DIRECTORS OR CERTAIN  OFFICERS;  ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
--------------------------------------------------------------------------------

APPOINTMENT AND RESIGNATION OF OFFICERS AND DIRECTORS

On September 10, 2010 as a result of the merger, Mr. Edward Dale and Mr. Clinton
Carey were appointed as Directors of the Company.  Messrs.  Ernie Chu and Conrad
Huss, effective September10, 2010 have resigned as directors of the Company.

Effective,  September 10, 2010, Mr. Greg Laborde resigned as the Chief Executive
Officer and President of Infinity.  Effective  September 10, 2010,  Mr. Dale was
appointed the Chief Executive Officer of the Company and Mr. Carey was appointed
the Chief Operating Officer.

EDWARD DALE, DIRECTOR AND CHIEF EXECUTIVE OFFICER

Mr. Dale, age 40, has served as the Chairman of the Board,  President and CEO of
30DC,  Inc. from 2008 to date.  From 2005 to 2008, Mr. Dale developed the 30 Day
Challenge  business,  which  he  ran  for 4  years  as  part  of  the  Marillion
Partnership  and was sold to 30DC in July 2009.  In 2006,  Mr. Dale  created and
marketed the  Dominiche  `Buying and Selling  websites'  program.  Mr. Dale is a
manager and equity owner of the Marillion  Partnership.  Mr. Dale was a founding
shareholder of 30 DC and has served as its President,  Chief  Executive  Officer
and a director since October 2008.

CLINTON CAREY, DIRECTOR AND CHIEF OPERATING OFFICER

Mr. Carey,  age 40, has served as Chief Operating  Officer and Director of 30DC,
Inc. from July 2009 to date. Over the past 15 years, Mr. Carey has been involved
in start up businesses at both the management  and the  directorial  level.  Mr.
Carey was a director of Roper River  Resources  and was  involved in the reverse
takeover of Roper River Resources by Webjet, in Australia. Following Webjet, Mr.
Carey  became  involved  in  several  technology   companies   including  Banque
Technology  Systems (UK),  MobiData Ltd  (Australia)  and MDS Group Ltd (UK) for
which he helped  raised  capital and was  involved  in  strategic  planning  and
business  development.   Mr.  Carey  holds  a  degree  in  Economics  from  Bond
University.

<PAGE>

                             SECTION 8 OTHER EVENTS
                       ----------------------------------

ITEM 8.01 OTHER EVENTS
----------------------

INVESTMENT COMPANY WITHDRAWAL

On  September  10, 2010,  the Company  filed a  Notification  of  Withdrawal  of
Election to be Subject to Sections 55 through 65 of the  Investment  Company Act
of 1940 filed  Pursuant to Section 54(c) of the  Investment  Company Act of 1940
(the 1940 Act) on Form N-54C.

Effective  upon  receipt by the  Securities  and Exchange  Commission  (SEC) the
Company is no longer  deemed a Business  Development  Company and subject to the
provisions of the 1940 Act.

REALLOCATION OF STOCK OPTIONS

On August 10,  2010,  issued and  outstanding  options  exercisable  for 109,500
shares of Infinity  were  reallocated  to our  disinterested  directors,  Pierce
McNally,  Conrad Huss, and Ernest Chu for service to the  Corporation  under the
2008 Corporate Stock Option Plan as follows:


NAME            NUMBER OF OPTIONS     EXERCISE PRICE        EXPIRATION DATE
--------------  -----------------     --------------        ---------------
Pierce McNally  36,500                $0.50                 January 5, 2019
Conrad Huss     36,500                $0.50                 January 5, 2019
Ernest Chu      36,500                $0.50                 January 5, 2019


                   SECTION 9 FINANCIAL STATEMENTS AND EXHIBITS
             ------------------------------------------------------

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
-------------------------------------------

(A)  FINANCIAL STATEMENTS OF BUSINESS ACQUIRED. The following is a complete list
     of financial statements filed as part of this Report.

              The  Company,   shall  file  the  audited  and  interim  financial
              statements of 30DC,  Inc. by amendment to this  document  prior to
              the expiration of the prescribed requirement of Item 9.01.

(B)  PRO FORMA  FINANCIAL  INFORMATION.  The following is a complete list of the
     pro forma financial statements filed as a part of this Report.

              Pro forma  financial  statements  will be filed in an amendment to
              this document within the prescribed time allowed by Item 9.01.



<PAGE>

          (D) EXHIBITS.  The  following is a complete list of exhibits  filed as
part of this Report.  Exhibit  numbers  correspond to the numbers in the exhibit
table of Item 601 of Regulation S-K.

     EXHIBIT NO.        DESCRIPTION
     -----------        --------------------------------------------------------
             2.1        Plan and Agreement of Reorganization by and among
                        Infinity Capital Group, Inc. and 30DC, Inc.
             3.1        Certificate of Incorporation of 30DC, Inc.
             3.2        Bylaws of 30DC, Inc.



<PAGE>

                                   SIGNATURES


         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  Registrant  has duly  caused  this Report to be signed on its behalf by the
undersigned, hereunto duly authorized.



                          INFINITY CAPITAL GROUP, INC.



                          By: /s/ Theodore A. Greenberg
                          ----------------------------------------------------
                           Theodore A. Greenberg, Chief Financial Officer
                           Date: September 10, 2010
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-2.1
<SEQUENCE>2
<FILENAME>ex21.txt
<TEXT>
                               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,

                                      -3-
<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
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3.1
<SEQUENCE>3
<FILENAME>thirtydccerofinc.txt
<TEXT>
                                                               State of Delaware
                                                              Secretary of State
                                                        Division of Corporations
                                                   Delivered 05:36 PM 10/17/2008
                                                       FILED 05:29 PM 10/17/2008
                                                    SRV 081048111 - 4613284 FILE


                          CERTIFICATE OF INCORPORATION
                                       OF
                                   30DC, INC.

The  undersigned,  being the sole  incorporator  herein named for the purpose of
forming a corporation  pursuant to the General  Corporation  Law of the State of
Delaware, does hereby certify that:

FIRST:  The name of this Corporation is 30DC, Inc.

SECOND:  The  address,  including  street,  number,  city  and  county,  of  the
registered  office  of the  Corporation  in the State of  Delaware  is 615 South
DuPont  Highway,  Dover,  Delaware  19901,  County of Kent;  and the name of the
registered  agent of the Corporation in the State of Delaware at such address is
National Corporate Research, Ltd.

THIRD:  The nature of the  business  and of the  purposes  to be  conducted  and
promoted by the  Corporation is to conduct any lawful  business,  to promote any
lawful  purpose,  and  to  engage  in  any  lawful  act or  activity  for  which
corporations may be organized under the General  Corporation Law of the State of
Delaware.

FOURTH:  A.  CLASSES AND NUMBERS OF SHARES.  The total number of shares of stock
that  the   Corporation   shall  have  authority  to  issue  is  thirty  million
(30,000,000). The Classes and aggregate number of shares of each class which the
Corporation shall have authority to issue are as follows:

          1. Twenty Five million  (25,000,000) shares of Common Stock, par value
     $0.0001 per share (the "Common Stock"); and

          2. Five  million  (5,000,000)  shares of  Preferred  Stock,  par value
     $0.0001 per share (the "Preferred Stock"); and

B. BLANK CHECK  POWERS.  The  Corporation  may issue any class of the  Preferred
Stock in any series.  The Board of Directors  shall have  authority to establish
and  designate  series,  and to fix the number of shares  included  in each such
series and the variations in the relative rights, preferences and limitations as
between  series,  provided that, if the stated  dividends and amounts payable on
liquidation  are not paid in full,  the  shares of all  series of the same class
shall share ratably in the payment of dividends including accumulations, if any,
in  accordance  with the sums  which  would be  payable  on such  shares  if all
dividends  were  declared and paid in full,  and in any  distribution  of assets
other  than by way of  dividends  in  accordance  with the sums  which  would be
payable on such distribution if all sums payable were discharged in full. Shares
of each such series when issued shall be designated to distinguish the shares of
each series from shares of all other series.
<PAGE>
FIFTH: Whenever a compromise or arrangement is proposed between this Corporation
and its creditors or any class of them and/or between this  Corporation  and its
stockholders  or any class of them, any court of equitable  jurisdiction  within
the  State  of  Delaware  may,  on the  application  in a  summary  way of  this
Corporation or any creditor or stockholder  thereof or on the application of any
receiver or receivers  appointed for this  Corporation  under the  provisions of
Section 291 of Title 8 of the Delaware Code or on the application of trustees in
dissolution or of any receiver or receivers appointed for this Corporation under
the provisions of Section 279 of Title 8 of the Delaware Code order a meeting of
the  creditors or class of  creditors,  and/or of the  stockholders  or class of
stockholders,  of this  Corporation,  as the case may be, to be summoned in such
manner  as the said  court  directors.  If a  majority  in  number  representing
three-fourths  in value of the  creditors or class of  creditors,  and/or of the
stockholders or class of stockholders,  of this Corporation, as the case may be,
agree  to any  compromise  or  arrangement  and to any  reorganization  of  this
Corporation  as a  consequence  of such  compromise  or  arrangement,  the  said
compromise or arrangement  and the said  reorganization  shall, if sanctioned by
the court to which the said  application  has been  made,  be binding on all the
creditors  or class of  creditors,  and/or on all the  stockholders  or class of
stockholders,  of  this  Corporation,  as the  case  may  be,  and  also on this
Corporation.

SIXTH:  The  original  By-Laws  of  the  Corporation  shall  be  adopted  by the
incorporator.  Thereafter,  the power to make, alter, or repeal the By-Laws, and
to adopt any new By-Law, shall be vested in the Board of Directors.

SEVENTH:  To the fullest extent that the General Corporation Law of the State of
Delaware,  as it exists on the date  hereof or as it may  hereafter  be amended,
permits the limitation or elimination of the liability of directors, no director
of this  Corporation  shall be  personally  liable  to this  Corporation  or its
stockholders  for monetary  damages for breach of fiduciary  duty as a director.
Notwithstanding the foregoing, a director shall be liable to the extent provided
by applicable  law: (1) for any breach of the directors'  duty of loyalty to the
Corporation or its stockholders;  (2) for acts or omissions not in good faith or
which involve  intentional  misconduct or a knowing  violation of law; (3) under
section 174 of the General Corporation Law of the State of Delaware;  or (4) for
any transaction from which the director derived any improper  personal  benefit.
Neither  the  amendment  or  repeal of this  Article,  nor the  adoption  of any
provision of this Certificate of Incorporation  inconsistent  with this Article,
shall adversely  affect any right or protection of a director of the Corporation
existing at the time of such amendment or repeal.

EIGHTH: The Corporation shall, to the fullest extent permitted by Section 145 of
the General Corporation Law of the State of Delaware, as the same may be amended
and  supplemented,  indemnify  any and all  persons  whom it shall have power to
indemnify  under said  section  from and  against  any and all of the  expenses,
liabilities  or other  matters  referred to in or covered by said  section.  The
Corporation  shall  advance  expenses to the fullest  extent  permitted  by said
section.  Such  right to  indemnification  and  advancement  of  expenses  shall
continue  as to a person who has ceased to be a director,  officer,  employee or
agent and shall inure to the benefit of the heirs,  executors and administrators
of such a person. The  indemnification  and advancement of expenses provided for
herein shall not be deemed  exclusive of any other rights to which those seeking
indemnification or advancement of

                                      -2-

<PAGE>
expenses may be entitled under any By-Law,  agreement,  vote of  stockholders or
disinterested directors or otherwise.

IN WITNESS WHEREOF, I have hereunto set my hand this 17th day of October 2008.

                                                /s/ Judy Munoz
                                                --------------------------------
                                                Judy Munoz, Sole Incorporator
                                                Haynes and Boone, LLP
                                                1221 Avenue of the Americas
                                                26th Floor
                                                New York, New York 10020





































                                      -3-
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3.2
<SEQUENCE>4
<FILENAME>thirtydcbylaws.txt
<TEXT>
                                     BY-LAWS

                                       OF

                                   30DC, INC.

                            (A Delaware corporation)

                          (Effective October 17, 2008)

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

                                   ARTICLE I
                                  STOCKHOLDERS



1.       CERTIFICATES REPRESENTING STOCK.
         --------------------------------

         Every  holder of stock in the  corporation  shall be entitled to have a
certificate  signed by, or in the name of, the  corporation  by the  Chairman or
Vice-Chairman  of the  Board of  Directors,  if any,  or by the  President  or a
Vice-President  and by the Treasurer or an Assistant  Treasurer or the Secretary
or an Assistant  Secretary of the corporation  representing the number of shares
owned by him in the  corporation.  If such  certificate  is  countersigned  by a
transfer  agent  other than the  corporation  or its  employee or by a registrar
other  than  the  corporation  or  its  employee,  any  other  signature  on the
certificate  may be a  facsimile.  In  case  any  officer,  transfer  agent,  or
registrar  who has signed or whose  facsimile  signature  has been placed upon a
certificate  shall have ceased to be such officer,  transfer agent, or registrar
before such certificate is issued,  it may be issued by the corporation with the
same effect as if he were such officer, transfer agent, or registrar at the date
of issue.

         Whenever the  corporation  shall be  authorized  to issue more than one
class of stock or more than one series of any class of stock,  and  whenever the
corporation  shall  issue any  shares of its stock as  partly  paid  stock,  the
certificates  representing  shares  of any such  class or  series or of any such
partly  paid stock  shall set forth  thereon the  statements  prescribed  by the

                                      -1-
<PAGE>

General  Corporation  Law. Any  restrictions  on the transfer or registration of
transfer  of any  shares  of  stock  of any  class  or  series  shall  be  noted
conspicuously on the certificate representing such shares.

         The  corporation  may issue a new  certificate of stock in place of any
certificate  theretofore  issued by it,  alleged to have been lost,  stolen,  or
destroyed, and the Board of Directors may require the owner of any lost, stolen,
or destroyed certificate, or his legal representative, to give the corporation a
bond sufficient to indemnify the corporation  against any claim that may be made
against it on account of the alleged loss,  theft,  or  destruction  of any such
certificate or the issuance of any such new certificate.

         Notwithstanding   anything  herein  contained  to  the  contrary,   the
corporation may issue shares of its stock in  uncertificated or book-entry form.
In such  event,  the  corporation's  transfer  agent and  registrar  shall  keep
appropriate records indicating (a) the person to whom such uncertificated shares
of stock were issued,  (b) the number,  class and designation of series, if any,
of shares of stock held by such person and (c) other information deemed relevant
to the corporation.

2.       FRACTIONAL SHARE INTERESTS.
         ---------------------------

         The corporation may, but shall not be required to, issue fractions of a
share.

3.       STOCK TRANSFERS.
         ----------------

         Upon   compliance   with   provisions   restricting   the  transfer  or
registration of transfer of shares of stock,  if any,  transfers or registration
of  transfer  of  shares of stock of the  corporation  shall be made only on the
stock ledger of the  corporation by the  registered  holder  thereof,  or by his
attorney thereunto  authorized by power of attorney duly executed and filed with

                                      -2-
<PAGE>

the Secretary of the  corporation  or with a transfer  agent or a registrar,  if
any, and on  surrender of the  certificate  or  certificates  for such shares of
stock properly endorsed and the payment of all taxes due thereon.

4.       RECORD DATE FOR STOCKHOLDERS.
         -----------------------------

         In order that the corporation may determine the  stockholders  entitled
to  notice  of or to vote at any  meeting  of  stockholders  or any  adjournment
thereof,  the board of directors may fix a record date,  which record date shall
not precede the date upon which the resolution fixing the record date is adopted
by the board of  directors,  and which  record date shall not be more than sixty
nor less than ten days  before the date of such  meeting.  If no record date has
been  fixed  by  the  board  of  directors,  the  record  date  for  determining
stockholders entitled to notice of or to vote at a meeting of stockholders shall
be at the close of business on the day next preceding the day on which notice is
given,  or, if  notice  is  waived,  at the  close of  business  on the day next
preceding the day on which the meeting is held. A determination  of stockholders
of record  entitled to notice of or to vote at a meeting of  stockholders  shall
apply to any adjournment of the meeting;  providing,  however, that the board of
directors may fix a new record date for the adjourned meeting.

         In order that the corporation may determine the  stockholders  entitled
to receive  payment of any  dividend or other  distribution  or allotment of any
rights or the  stockholders  entitled to  exercise  any rights in respect of any
change,  conversion or exchange of stock, or for the purpose of any other lawful
action,  the board of directors  may fix a record date,  which record date shall
not  precede  the date upon  which the  resolution  fixing  the  record  date is
adopted,  and which  record date shall be not more than sixty days prior to such
action.  If no record  date has been  fixed,  the  record  date for  determining


                                      -3-
<PAGE>

stockholders  for any such purpose  shall be at the close of business on the day
on which the board of directors adopts the resolution relating thereto.

5.       MEANING OF CERTAIN TERMS.
         -------------------------

         As used  herein in  respect  of the  right to  notice  of a meeting  of
stockholders or a waiver thereof or to participate or vote thereat or to consent
or dissent in writing in lieu of a meeting, as the case may be, the term "share"
or  "shares"  or  "share  of stock" or  "shares  of stock" or  "stockholder"  or
"stockholders" refers to an outstanding share or shares of stock and to a holder
or holders of record of  outstanding  shares of stock  when the  corporation  is
authorized  to issue only one class of shares of stock,  and said  reference  is
also intended to include any outstanding share or shares of stock and any holder
or holders of record of  outstanding  shares of stock of any class upon which or
upon whom the Certificate of  Incorporation  confers such rights where there are
two or more  classes or series of shares of stock or upon which or upon whom the
General Corporation Law confers such rights notwithstanding that the Certificate
of  Incorporation  may  provide  for more  than one class or series of shares of
stock,  one or more of which are  limited  or  denied  such  rights  thereunder;
provided,  however, that no such right shall vest in the event of an increase or
a decrease  in the  authorized  number of shares of stock of any class or series
which is otherwise  denied voting rights under the provisions of the Certificate
of  Incorporation,  including any Preferred  Stock which is denied voting rights
under the provisions of the  resolution or  resolutions  adopted by the Board of
Directors with respect to the issuance thereof.

                                      -4-
<PAGE>

6.       STOCKHOLDER MEETINGS.
         ---------------------

         TIME.  The  annual  meeting  shall  be held on the date and at the time
fixed,  from time to time, by the directors.  A special meeting shall be held on
the date and at the time fixed by the directors.

         PLACE.  Annual  meetings  and  special  meetings  shall be held at such
place, within or without the State of Delaware,  as the directors may, from time
to time, fix.  Whenever the directors shall fail to fix such place,  the meeting
shall  be held at the  registered  office  of the  corporation  in the  State of
Delaware.

         CALL.  Annual  meetings  and  special  meetings  may be  called  by the
directors or by any officer instructed by the directors to call the meeting.

         NOTICE OR WAIVER OF NOTICE.  Written  notice of all  meetings  shall be
given, stating the place, date, and hour of the meeting. The notice of an annual
meeting shall state that the meeting is called for the election of directors and
for the  transaction  of other  business  which may  properly  come  before  the
meeting,  and  shall  (if any  other  action  which  could be taken at a special
meeting is to be taken at such  annual  meeting),  state  such  other  action or
actions as are known at the time of such notice. The notice of a special meeting
shall in all  instances  state the purpose or purposes  for which the meeting is
called.  If any action is proposed to be taken which  would,  if taken,  entitle

                                      -5-
<PAGE>

stockholders  to receive  payment for their  shares of stock,  the notice  shall
include a statement  of that  purpose and to that  effect.  Except as  otherwise
provided  by the  General  Corporation  Law, a copy of the notice of any meeting
shall be  given,  personally  or by mail,  not less  than ten days nor more than
sixty days before the date of the  meeting,  unless the lapse of the  prescribed
period of time shall have been waived,  and directed to each  stockholder at his
address as it appears on the records of the corporation. Notice by mail shall be
deemed to be given when deposited,  with postage thereon prepaid,  in the United
States mail.  If a meeting is adjourned  to another  time,  not more than thirty
days hence,  and/or to another place,  and if an  announcement  of the adjourned
time and place is made at the meeting,  it shall not be necessary to give notice
of the adjourned  meeting unless the  directors,  after  adjournment,  fix a new
record  date  for  the  adjourned  meeting.  Notice  need  not be  given  to any
stockholder  who  submits a written  waiver of notice by him before or after the
time stated therein.  Attendance of a person at a meeting of stockholders  shall
constitute  a waiver of  notice of such  meeting,  except  when the  stockholder
attends a meeting for the express purpose of objecting,  at the beginning of the
meeting,  to the transaction of any business because the meeting is not lawfully
called or convened.  Neither the business to be  transacted  at, nor the purpose
of, any regular or special meeting of the stockholders  need be specified in any
written waiver of notice.

         STOCKHOLDER  LIST.  There shall be prepared and made, at least ten days
before  every  meeting of  stockholders,  a complete  list of the  stockholders,
arranged in alphabetical  order, and showing the address of each stockholder and
the number of shares registered in the name of each stockholder. Such list shall
be open to the  examination of any  stockholder,  for any purpose germane to the
meeting, during ordinary business hours, for a period of at least ten days prior
to the  meeting  either at a place  within the city  where the  meeting is to be
held, which place shall be specified in the notice of the meeting,  or if not so
specified,  at the place where the meeting is to be held. The list shall also be
produced  and kept at the time and place of the  meeting  during  the whole time
thereof,  and may be  inspected  by any  stockholder  who is present.  The stock


                                      -6-
<PAGE>

ledger  shall be the only  evidence as to who are the  stockholders  entitled to
examine the stock ledger,  the list required by this section or the books of the
corporation, or to vote at any meeting of stockholders.

         CONDUCT OF MEETING. Meetings of the stockholders shall be presided over
by one of the  following  officers in the order of seniority  and if present and
acting:  the Chairman of the Board, if any, the  Vice-Chairman  of the Board, if
any, the President,  a Vice President,  a chairman for the meeting chosen by the
Board of  Directors,  or, if none of the  foregoing is in office and present and
acting,  by a chairman to be chosen by the  stockholders.  The  Secretary of the
corporation,  or, in his absence, an Assistant Secretary, shall act as secretary
of every  meeting,  but if neither the Secretary  nor an Assistant  Secretary is
present the Chairman for the meeting shall appoint a secretary of the meeting.

         PROXY REPRESENTATION. Every stockholder may authorize another person or
persons  to act for him by  proxy  in all  matters  in  which a  stockholder  is
entitled to  participate,  whether by waiving  notice of any meeting,  voting or
participating at a meeting,  or expressing consent or dissent without a meeting.
Every proxy must be signed by the  stockholder  or by his  attorney-in-fact.  No
proxy  shall be voted or acted upon after  three years from its date unless such
proxy provides for a longer  period.  A duly executed proxy shall be irrevocable
if it states that it is irrevocable  and, if, and only as long as, it is coupled
with an interest  sufficient in law to support an irrevocable power. A proxy may
be made irrevocable  regardless of whether the interest with which it is coupled
is an interest in the stock itself or an interest in the corporation generally.

                                      -7-
<PAGE>

         INSPECTORS AND JUDGES. The directors,  in advance of any meeting,  may,
but need not,  appoint one or more inspectors of election or judges of the vote,
as the case may be, to act at the  meeting  or any  adjournment  thereof.  If an
inspector  or  inspectors  or judge or  judges  are not  appointed,  the  person
presiding at the meeting may, but need not,  appoint one or more  inspectors  or
judges.  In case any person who may be  appointed as an inspector or judge fails
to appear or act,  the vacancy may be filled by  appointment  made by the person
presiding  thereat.  Each inspector or judge,  if any,  before entering upon the
discharge of his duties,  shall take and sign an oath  faithfully to execute the
duties of  inspector  or judge at such  meeting  with  strict  impartiality  and
according to the best of his ability.  The  inspectors or judges,  if any, shall
determine  the number of shares of stock  outstanding  and the  voting  power of
each, the shares of stock represented at the meeting, the existence of a quorum,
the  validity  and  effect of  proxies,  and shall  receive  votes,  ballots  or
consents,  hear and determine all challenges and questions arising in connection
with the right to vote,  count and  tabulate  all votes,  ballots  or  consents,
determine the result,  and do such acts as are proper to conduct the election or
vote with fairness to all  stockholders.  On request of the person  presiding at
the meeting,  the inspector or inspectors or judge or judges, if any, shall make
a report in writing of any  challenge,  question or matter  determined by him or
them and execute a certificate of any fact found by him or them.

         QUORUM.  Except as the  General  Corporation  Law or these  Bylaws  may
otherwise provide,  the holders of a majority of the outstanding shares of stock
entitled to vote shall  constitute a quorum at a meeting of stockholders for the
transaction of any business.  The  stockholders  present may adjourn the meeting

                                      -8-
<PAGE>

despite  the  absence of a quorum.  When a quorum is once  present to organize a
meeting, it is not broken by the subsequent withdrawal of any stockholders.

         VOTING. Each stockholder  entitled to vote in accordance with the terms
of the Certificate of Incorporation and of these Bylaws, or, with respect to the
issuance of Preferred  Stock,  in  accordance  with the terms of a resolution or
resolutions of the Board of Directors,  shall be entitled to one vote, in person
or by proxy, for each share of stock entitled to vote held by such  stockholder.
In the election of  directors,  a plurality of the votes  present at the meeting
shall elect.  Any other action  shall be  authorized  by a majority of the votes
cast except where the Certificate of  Incorporation  or the General  Corporation
Law  prescribes a different  percentage of votes and/or a different  exercise of
voting power. Voting by ballot shall not be required for corporate action except
as otherwise provided by the General Corporation Law.

7.       STOCKHOLDER ACTION WITHOUT MEETINGS.
         ------------------------------------

         Any action  required to be taken,  or any action which may be taken, at
any annual or special meeting of  stockholders,  may be taken without a meeting,
without  prior  notice and without a vote,  if a consent or consents in writing,
setting  forth  the  action so taken,  shall be  signed  by the  holders  of the
outstanding stock having not less than the minimum number of votes that would be
necessary  to  authorize  or take such  action at a meeting  at which all shares
entitled to vote thereon were present and voted.  Prompt notice of the taking of
the corporate  action without a meeting by less than unanimous  written  consent
shall be given to those stockholders who have not consented in writing and shall
be  delivered  to the  corporation  by  delivery  to its  registered  office  in
Delaware,  its  principal  place  of  business,  or an  officer  or agent of the
corporation  having  custody of the book in which  proceedings  of  meetings  of


                                      -9-
<PAGE>

stockholders are recorded.  Delivery made to a corporation's  registered  office
shall be by hand or by certified or registered mail, return receipt requested.

8.       NOTICE OF STOCKHOLDER BUSINESS.
         -------------------------------

         At an annual or special  meeting of the  stockholders  or upon  written
consent of the  stockholders  without a  meeting,  only such  business  shall be
conducted  as shall have been  brought  before the meeting  (a)  pursuant to the
corporation's  notice of  meeting,  (b) by or at the  direction  of the Board of
Directors or (c) by any  stockholder of the  corporation who is a stockholder of
record at the time of giving of the notice provided for in this Bylaw, who shall
be entitled to vote at such meeting and who complies with the notice  procedures
set forth in this Bylaw.

         Notwithstanding  anything in these Bylaws to the contrary,  no business
shall be conducted at an annual meeting except in accordance with the procedures
set  forth in this  Bylaw.  The  Chairman  of the  meeting  shall,  if the facts
warrant,  determine  and declare to the meeting  that  business was not properly
brought before the meeting and in accordance  with the procedures  prescribed by
these Bylaws, and if he should so determine,  he shall so declare to the meeting
and any such  business  not  properly  brought  before the meeting  shall not be
transacted.

         Stockholder  Proposals  Relating  to  Nominations  for and  Election of
Directors.  Nominations by a stockholder of candidates for election to the Board
of  Directors  by  stockholders  at a meeting of  stockholders  or upon  written
consent without a meeting may be made only if the stockholder  complies with the
procedures set forth in this Bylaw, and any candidate  proposed by a stockholder


                                      -10-
<PAGE>

not  nominated in  accordance  with such  provisions  shall not be considered or
acted upon for execution at such meeting of stockholders.

         A proposal by a  stockholder  for the  nomination  of a  candidate  for
election by  stockholders  as a director at any meeting of stockholders at which
directors  are to be elected or upon  written  consent  without a meeting may be
made only by notice in writing,  delivered  in person or by first  class  United
States mail postage prepaid or by reputable  overnight delivery service,  to the
Board of Directors of the  corporation  to the attention of the Secretary of the
corporation at the principal office of the  corporation,  within the time limits
specified herein.

         In the case of an annual  meeting  of  stockholders,  any such  written
proposal of nomination  must be received by the Board of Directors not less than
sixty days nor more than ninety days before the first anniversary of the date on
which the corporation held its annual meeting in the immediately preceding year;
provided,  however,  that in the case of an annual meeting of  stockholders  (A)
that is called for a date that is not  within  thirty  days  before or after the
first  anniversary date of the annual meeting of stockholders in the immediately
preceding  year, or (B) in the event that the corporation did not have an annual
meeting  of  stockholders  in the  prior  year  any  such  written  proposal  of
nomination  must be received by the Board of  Directors  not less than five days
after the earlier of the date the  corporation  shall have (w) mailed  notice to
its  stockholders  that an annual  meeting of  stockholders  will be held or (x)
issued a press release,  or (y) filed a periodic  report with the Securities and
Exchange Commission or (z) otherwise publicly disseminated notice that an annual
meeting of stockholders will be held.

                                      -11-
<PAGE>

         In the case of a special  meeting  of  stockholders,  any such  written
proposal of nomination  must be received by the Board of Directors not less than
five days after the earlier of the date that the  corporation  shall have mailed
notice to its stockholders  that a special meeting of stockholders  will be held
or  shall  have  issued  a press  release,  filed a  periodic  report  with  the
Securities and Exchange  Commission or otherwise  publicly  disseminated  notice
that a special  meeting of  stockholders  will be held. In addition to any other
information required,  the stockholder seeking to have stockholders authorize or
take corporate  action by written  consent shall include the class and number of
shares of the corporation which are beneficially  held by such stockholder,  any
voting rights with respect to shares not beneficially  owned and other ownership
or voting interest in shares of the corporation,  whether economic or otherwise,
including derivatives and hedges.

         In the case of  stockholder  action by written  consent with respect to
the election by stockholders of a candidate as director, the stockholder seeking
to have the stockholders  elect such candidate by written consent shall submit a
written proposal of nomination to the Board of Directors.  Such written proposal
of nomination  shall set forth:  (A) the name and address of the stockholder who
intends  to make the  nomination,  and the name and  address  of the  beneficial
owner, if any, on whose behalf the proposal is made, (B) the name, age, business
address and, if known,  residence  address of each person so  proposed,  (C) the
principal  occupation or employment of each person so proposed for the past five
years, (D) the number of shares of capital stock of the corporation beneficially
owned within the meaning of  Securities  and Exchange  Commission  Rule 13d-1 by
each person so proposed and the earliest date of acquisition of any such capital
stock  and  the  class  and  number  of  shares  of the  corporation  which  are
beneficially held by such stockholder,  any voting rights with respect to shares


                                      -12-
<PAGE>

not  beneficially  owned and other ownership or voting interest in shares of the
corporation,  whether economic or otherwise,  including  derivatives and hedges,
(E) a description  of any  arrangement or  understanding  between each person so
proposed  and the  stockholder(s)  making such  nomination  with respect to such
person's  proposal for  nomination  and election as a director and actions to be
proposed or taken by such person if elected a director,  (F) the written consent
of each person so proposed to serve as a director if nominated  and elected as a
director and (G) such other  information  regarding each such person as would be
required  under the proxy  solicitation  rules of the  Securities  and  Exchange
Commission  if proxies  were to be  solicited  for the election as a director of
each person so proposed.

         If a written proposal of nomination submitted to the Board of Directors
fails,  in the  reasonable  judgment of the Board of  Directors  or a nominating
committee  established  by it,  to  contain  the  information  specified  in the
preceding  paragraph  of this  Bylaw or is  otherwise  deficient,  the  Board of
Directors shall, as promptly as is practicable under the circumstances,  provide
written notice to the  stockholder(s)  making such nomination of such failure or
deficiency in the written proposal of nomination and such nominating stockholder
shall  have five days from  receipt of such  notice to submit a revised  written
proposal of nomination  that corrects such failure or deficiency in all material
respects.

         Stockholder  Proposals  Relating to Matters Other Than  Nominations for
and Elections of Directors.  A stockholder of the corporation may bring a matter
(other than a nomination  of a candidate  for  election as a director)  before a
meeting of  stockholders or for action by written consent without a meeting only
if such  stockholder  matter is a proper matter for stockholder  action and such
stockholder  shall have  provided  notice in writing,  delivered in person or by
first  class  United  States  mail  postage  prepaid or by  reputable  overnight
delivery service,  to the Board of Directors of the corporation to the attention
of the Secretary of the corporation at the principal  office of the corporation,
within the time  limits  specified  in this  Bylaw;  provided,  however,  that a


                                      -13-
<PAGE>

proposal  submitted by a stockholder  for inclusion in the  corporation's  proxy
statement for an annual  meeting that is appropriate  for inclusion  therein and
otherwise  complies  with the  provisions  of Rule  14a-8  under the  Securities
Exchange Act of 1934  (including  timeliness)  shall be deemed to have also been
submitted on a timely basis pursuant to this Bylaw.

         In the case of an annual  meeting  of  stockholders,  any such  written
notice of a proposal  of a  stockholder  matter must be received by the Board of
Directors  not less than sixty days nor more than  ninety  days before the first
anniversary  of the date on which the  corporation  held its  annual  meeting of
stockholders in the immediately  preceding year; provided,  however, that (A) in
the case of an annual meeting of stockholders that is called for a date which is
not within thirty days before or after the first  anniversary date of the annual
meeting of stockholders  in the immediately  preceding year, or (B) in the event
that the corporation did not have an annual meeting of stockholders in the prior
year,  any such  written  notice of a proposal of a  stockholder  matter must be
received  by the Board of  Directors  not less than five days after the date the
corporation  shall have (w)  mailed  notice to its  stockholders  that an annual
meeting of stockholders will be held or (x) issued a press release, or (y) filed
a periodic  report with the Securities and Exchange  Commission or (z) otherwise
publicly  disseminated  notice that an annual  meeting of  stockholders  will be
held.

         In the case of a special  meeting  of  stockholders,  any such  written
notice of a proposal  of a  stockholder  matter must be received by the Board of
Directors not less than five days after the earlier of the date the  corporation
shall  have  mailed  notice  to its  stockholders  that  a  special  meeting  of



                                      -14-
<PAGE>

stockholders will be held, issued a press release,  filed a periodic report with
the Securities and Exchange Commission or otherwise publicly disseminated notice
that a special meeting of stockholders will be held.

         In the case of stockholder  action by written consent,  the stockholder
seeking to have the  stockholders  authorize or take corporate action by written
consent  shall,  by  written  notice  to the Board of  Directors,  set forth the
written  proposal.  Such written  notice of a proposal of a  stockholder  matter
shall set forth information  regarding such stockholder matter equivalent to the
information  regarding such stockholder  matter that would be required under the
proxy  solicitation  rules of the Securities and Exchange  Commission if proxies
were solicited for stockholder  consideration  of such  stockholder  matter at a
meeting of  stockholders.  In addition to any other  information  required,  the
stockholder  seeking to have stockholders  authorize or take corporate action by
written  consent shall include the class and number of shares of the corporation
which are beneficially held by such stockholder,  any voting rights with respect
to shares not  beneficially  owned and other  ownership  or voting  interest  in
shares of the corporation,  whether economic or otherwise, including derivatives
and hedges.

         If a written notice of a proposal of a stockholder  matter submitted to
the  Board of  Directors  fails,  in the  reasonable  judgment  of the  Board of
Directors,  to contain the  information  specified in this Bylaw or is otherwise
deficient, the Board of Directors shall, as promptly as is practicable under the
circumstances,  provide  written  notice to the  stockholder  who  submitted the
written  notice of  presentation  of a  stockholder  matter of such  failure  or
deficiency in the written  notice of  presentation  of a stockholder  matter and
such  stockholder  shall have five days from  receipt of such notice to submit a
revised written notice of presentation of a matter that corrects such failure or
deficiency in all material respects.

                                      -15-
<PAGE>

         Only  stockholder  matters  submitted in accordance  with the foregoing
provisions of this Bylaw shall be eligible for  presentation  at such meeting of
stockholders  or for  action  by  written  consent  without a  meeting,  and any
stockholder  matter not submitted to the Board of Directors in  accordance  with
such  provisions  shall  not be  considered  or acted  upon at such  meeting  of
stockholders or by written consent without a meeting.

                                   ARTICLE II
                                    DIRECTORS

1.       FUNCTIONS AND DEFINITION.
         -------------------------

         The  business  and  affairs of the  corporation  shall be managed by or
under the direction of the Board of Directors of the corporation. The use of the
phrase "whole  board"  herein refers to the total number of directors  which the
corporation would have if there were no vacancies.

2.       QUALIFICATIONS AND NUMBER.
         --------------------------

         A director need not be a  stockholder,  a citizen of the United States,
or a resident of the State of Delaware. The number of directors constituting the
entire Board of Directors  shall be the number,  not less than one nor more than
fifteen,  fixed from time to time by a majority of the total number of directors
which the corporation  would have,  prior to any increase or decrease,  if there
were no vacancies, provided, however, that no decrease shall shorten the term of
an incumbent director.  The number of directors may be increased or decreased by
action of the stockholders or of the directors.

3.       ELECTION AND TERM.
         ------------------

         The first Board of  Directors,  unless the members  thereof  shall have
been  named  in the  Certificate  of  Incorporation,  shall  be  elected  by the
incorporator  or  incorporators  and shall hold  office  until the first  annual


                                      -16-
<PAGE>

meeting  of  stockholders  and until  their  successors  have been  elected  and
qualified or until their earlier resignation or removal. Any director may resign
at any time upon written notice to the  corporation.  Thereafter,  directors who
are elected at an annual meeting of stockholders,  and directors who are elected
in the interim to fill  vacancies  and newly created  directorships,  shall hold
office until the next annual meeting of stockholders  and until their successors
have been elected and qualified or until their earlier  resignation  or removal.
In the interim between annual meetings of stockholders or of special meetings of
stockholders  called for the election of directors and/or for the removal of one
or  more  directors  and  for the  filling  of any  vacancies  in the  Board  of
Directors, including vacancies resulting from the removal of directors for cause
or without  cause,  any vacancy in the Board of  Directors  may be filled by the
vote of a majority of the remaining directors then in office, although less than
a quorum, or by the sole remaining director.

4.       MEETINGS.
         ---------

         TIME.  Meetings shall be held at such time as the Board shall fix.

         FIRST  MEETING.  The first  meeting of each newly  elected Board may be
held immediately after each annual meeting of the stockholders at the same place
at which the meeting is held,  and no notice of such meeting  shall be necessary
to call the meeting, provided a quorum shall be present. In the event such first
meeting is not so held immediately after the annual meeting of the stockholders,
it may be held at such time and place as shall be  specified in the notice given
as hereinafter  provided for special  meetings of the Board of Directors,  or at
such time and place as shall be fixed by the  consent  in  writing of all of the
directors.


                                      -17-
<PAGE>

         PLACE. Meetings,  both regular and special, shall be held at such place
within or without the State of Delaware as shall be fixed by the Board.

         CALL. No call shall be required for regular meetings for which the time
and place have been fixed. Special meetings may be called by or at the direction
of the Chairman of the Board, if any, the Vice-Chairman of the Board, if any, or
the President, or of a majority of the directors in office.

         NOTICE OR ACTUAL OR  CONSTRUCTIVE  WAIVER.  No notice shall be required
for  regular  meetings  for which the time and place have been  fixed.  Written,
oral,  or any other  mode of  notice  of the time and  place  shall be given for
special meetings at least twenty-four hours prior to the meeting.  The notice of
any meeting  need not specify the purpose of the  meeting.  Any  requirement  of
furnishing a notice  shall be waived by any director who signs a written  waiver
of such notice before or after the time stated therein.

         Attendance  of a director at a meeting of the Board shall  constitute a
waiver of notice of such meeting, except when the director attends a meeting for
the express  purpose of  objecting,  at the  beginning  of the  meeting,  to the
transaction  of any  business  because  the  meeting is not  lawfully  called or
convened.

         QUORUM AND ACTION.  A majority of the whole  Board shall  constitute  a
quorum except when a vacancy or vacancies  prevents such  majority,  whereupon a
majority of the  directors in office shall  constitute a quorum,  provided  that
such majority shall  constitute at least one-third (1/3) of the whole Board. Any
director  may  participate  in a meeting  of the Board by means of a  conference
telephone or similar  communications  equipment by means of which all  directors
participating  in the meeting can hear each other,  and such  participation in a
meeting of the Board  shall  constitute  presence in person at such  meeting.  A
majority  of the  directors  present,  whether or not a quorum is  present,  may
adjourn  a meeting  to  another  time and  place.  Except  as  herein  otherwise


                                      -18-
<PAGE>

provided,  and except as otherwise provided by the General  Corporation Law, the
act of the Board shall be the act by vote of a majority of the directors present
at a meeting,  a quorum being present.  The quorum and voting  provisions herein
stated shall not be construed as conflicting  with any provisions of the General
Corporation  Law and these Bylaws  which  govern a meeting of directors  held to
fill vacancies and newly created directorships in the Board.

         CHAIRMAN  OF THE  MEETING.  The  Chairman  of the Board,  if any and if
present and acting, shall preside at all meetings.  Otherwise, the Vice-Chairman
of the Board, if any and if present and acting, or the President, if present and
acting, or any other director chosen by the Board, shall preside.

         THE  CHAIRMAN OF THE BOARD OF  DIRECTORS.  The Chairman of the Board of
Directors, and any Vice-Chairman of the Board, may be elected by a majority vote
of the Board of  Directors  and shall  serve  until the  meeting of the Board of
Directors  next  following  the Annual  Meeting of the  Stockholders  at which a
Chairman,  and any  Vice-Chairman,  shall be newly  elected or  re-elected  from
amongst the Directors then in office.

5.       REMOVAL OF DIRECTORS.
         ---------------------

         Any or all of the  directors  may be removed for cause or without cause
by the stockholders.




                                      -19-
<PAGE>

6.       COMMITTEES.
         -----------

         The Board of Directors  may, by resolution  passed by a majority of the
whole Board, designate one or more committees,  each committee to consist of one
or more of the directors of the corporation. The Board may designate one or more
directors as alternate  members of any committee,  who may replace any absent or
disqualified member at any meeting of the committee.  Any such committee, to the
extent provided in the resolution of the Board,  shall have and may exercise the
powers of the Board of Directors in the  management  of the business and affairs
of the corporation,  and may authorize the seal of the corporation to be affixed
to all papers  which may require it. In the absence or  disqualification  of any
member of any such  committee  or  committees,  the  member or  members  thereof
present at any meeting and not  disqualified  from voting,  whether or not he or
they constitute a quorum, may unanimously appoint another member of the Board of
Directors to act at the meeting in the place of any such absent or  disqualified
member.

7.       ACTION IN WRITING.
         ------------------

         Any action  required  or  permitted  to be taken at any  meeting of the
Board of Directors or any  committee  thereof may be taken  without a meeting if
all members of the Board or committee,  as the case may be,  consent  thereto in
writing,  and the writing or writings are filed with the minutes of  proceedings
of the Board or committee.

8.       NOMINATION.
         ----------
         Only persons who are nominated in accordance  with the  procedures  set
forth in these Bylaws shall be eligible to serve as  Directors.  Nominations  of
persons for election to the Board of Directors of the corporation may be made at
a meeting of  stockholders  (a) by or at the direction of the Board of Directors
or (b) by any  stockholder of the  corporation who is a stockholder of record at


                                      -20-
<PAGE>

the time of giving of notice  provided for in this Bylaw,  who shall be entitled
to vote for the election of  directors at the meeting and who complies  with the
notice procedures set forth in this Bylaw.

         Nominations by stockholders  shall be made pursuant to timely notice in
writing to the  Secretary  of the  corporation.  To be timely,  a  stockholder's
notice shall be delivered to or mailed and received at the  principal  executive
offices of the corporation  (a) in the case of an annual meeting,  not less than
sixty  days nor more than  ninety  days  prior to the first  anniversary  of the
preceding year's annual meeting;  provided,  however, that in the event that the
date of the  annual  meeting  is  changed  by more  than  thirty  days from such
anniversary date, notice by the stockholder to be timely must be so received not
later than the close of  business on the 10th day  following  the earlier of the
day on which  notice of the date of the meeting was mailed or public  disclosure
was made, and (b) in the case of a special  meeting at which directors are to be
elected,  not later than the close of  business  on the 10th day  following  the
earlier  of the day on which  notice of the date of the  meeting  was  mailed or
public disclosure was made. Such stockholder's  notice shall set forth (a) as to
each person whom the stockholder proposes to nominate for election or reelection
as a director  all  information  relating  to such person that is required to be
disclosed in solicitations of proxies for election of directors, or is otherwise
required,  in each case pursuant to Regulation 14A under the Securities Exchange
Act of 1934, as amended  (including such person's written consent to being named
in the proxy  statement  as a nominee and to serving as a director if  elected);
(b) as to the  stockholder  giving the notice (i) the name and address,  as they
appear on the  corporation's  books, of such  stockholder and (ii) the class and
number  of  shares  of the  corporation  which  are  beneficially  owned by such
stockholder and also which are owned of record by such  stockholder;  and (c) as
to the beneficial owner, if any, on whose behalf the nomination is made, (i) the
name and  address of such  person and (ii) the class and number of shares of the
corporation  which are beneficially  owned by such person. At the request of the


                                      -21-
<PAGE>

Board of Directors,  any person nominated by the Board of Directors for election
as a director shall furnish to the Secretary of the corporation that information
required to be set forth in a stockholder's  notice of nomination which pertains
to the nominee.

         No person  shall be eligible to serve as a director of the  corporation
unless  nominated in accordance with the procedures set forth in this Bylaw. The
Chairman of the meeting shall,  if the facts  warrant,  determine and declare to
the meeting that a nomination  was not made in  accordance  with the  procedures
prescribed by these Bylaws,  and if he should so determine,  he shall so declare
to  the   meeting   and  the   defective   nomination   shall  be   disregarded.
Notwithstanding the foregoing provisions of this Bylaw, a stockholder shall also
comply with all applicable  requirements of the Securities Exchange Act of 1934,
as amended, and the rules and regulations thereunder with respect to the matters
set forth in this Bylaw.

                                  ARTICLE III
                                    OFFICERS

1.       EXECUTIVE OFFICERS.
         -------------------

         The  directors  may  elect  or  appoint  a  Chairman  of the  Board  of
Directors,  a Chief Executive Officer, a President,  one or more Vice Presidents
(one  or  more  of  whom  may be  denominated  "Executive  Vice  President"),  a
Secretary, one or more Assistant Secretaries, a Treasurer, one or more Assistant
Treasurers, and such other officers as they may determine. Any number of offices
may be held by the same person.

                                      -22-
<PAGE>

2.       TERM OF OFFICE:  REMOVAL.
         -------------------------

         Unless otherwise provided in the resolution of election or appointment,
each  officer  shall hold  office  until the  meeting of the Board of  Directors
following the next annual  meeting of  stockholders  and until his successor has
been elected and  qualified  or until his earlier  resignation  or removal.  The
Board of Directors may remove any officer for cause or without cause.

3.       AUTHORITY AND DUTIES.
         ---------------------

         All officers,  as between  themselves and the  corporation,  shall have
such authority and perform such duties in the  management of the  corporation as
may be provided in these Bylaws, or, to the extent not so provided, by the Board
of Directors.

4.       CHIEF EXECUTIVE OFFICER.
         ------------------------

         The Chief  Executive  Officer  shall,  subject to the discretion of the
Board of Directors,  have general  supervision and control of the  corporation's
business  such  duties  as may from time to time be  prescribed  by the Board of
Directors.

5.       THE PRESIDENT.
         --------------

         The President shall preside at all meetings of the  Stockholders and in
the  absence of the  Chairman of the Board of  Directors,  at the meeting of the
Board of Directors,  shall, subject to the discretion of the Board of Directors,
have general supervision and control of the corporation's business and shall see
that all orders and  resolutions  of the Board of  Directors  are  carried  into
effect.


                                      -23-
<PAGE>

6.       VICE PRESIDENTS.
         ----------------

         Any Vice  President  that may have been  appointed,  in the  absence or
disability of the President, shall perform the duties and exercise the powers of
the  President,  in the order of their  seniority,  and shall perform such other
duties as the Board of Directors shall prescribe.

7.       THE SECRETARY.
         --------------

         The  Secretary  shall keep in safe custody the seal of the  corporation
and affix it to any instrument  when  authorized by the Board of Directors,  and
shall  perform such other duties as may be prescribed by the Board of Directors.
The  Secretary  (or in his absence,  an Assistant  Secretary,  but if neither is
present  another person selected by the Chairman for the meeting) shall have the
duty to record the proceedings of the meetings of the stockholders and directors
in a book to be kept for that purpose.

8.       CHIEF FINANCIAL OFFICER AND TREASURER.
         --------------------------------------

         The Chief Financial Officer shall be the Treasurer, unless the Board of
Directors shall elect another  officer to be the Treasurer.  The Treasurer shall
have the care and custody of the corporate  funds,  and other valuable  effects,
including securities,  and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the corporation and shall deposit all moneys
and other valuable  effects in the name and to the credit of the  corporation in
such depositories as may be designated by the Board of Directors.  The Treasurer
shall  disburse  the funds of the  corporation  as may be  ordered by the Board,
taking proper vouchers for such disbursements, and shall render to the President
and  directors,  at the  regular  meetings of the Board,  or  whenever  they may
require it, an account of all his transactions as Treasurer and of the financial
condition  of the  corporation.  If  required  by the  Board of  Directors,  the
Treasurer  shall give the corporation a bond for such term, in such sum and with
such surety or sureties as shall be  satisfactory  to the Board for the faithful
performance  of  the  duties  of his  office  and  for  the  restoration  to the
corporation,  in case of his death,  resignation,  retirement  or  removal  from
office,  of all books,  papers,  vouchers,  money and other property of whatever
kind in his possession or under his control belonging to the corporation.

                                      -24-
<PAGE>

                                   ARTICLE IV
                                 CORPORATE SEAL
                                       AND
                                 CORPORATE BOOKS

         The  corporate  seal  shall be in such form as the  Board of  Directors
shall prescribe.

         The books of the corporation may be kept within or without the State of
Delaware,  at such place or places as the Board of Directors  may,  from time to
time, determine.

                                   ARTICLE V
                                   FISCAL YEAR

         The fiscal year of the corporation shall be fixed, and shall be subject
to change, by the Board of Directors.

                                   ARTICLE VI
                                    INDEMNITY

         Any  person who was or is a party or  threatened  to be made a party to
any threatened,  pending or completed action, suit or proceeding, whether civil,
criminal,  administrative  or  investigative  (other than an action by or in the
right of the  corporation)  by  reason  of the  fact  that he or she is or was a
director,  officer, employee or agent of the corporation or is or was serving at
the  request of the  corporation  as a director,  officer,  employee or agent of
another  corporation,  partnership,  joint  venture,  trust or other  enterprise
(including  employee  benefit plans)  (hereinafter  an  "indemnitee"),  shall be
indemnified  and  held  harmless  by  the  corporation  to  the  fullest  extent
authorized by the General  Corporation  Law, as the same exists or may hereafter
be amended (but, in the case of any such amendment, only to the extent that such
amendment  permits  the  corporation  to provide  broader  indemnification  than
permitted  prior  thereto),   against  expenses  (including   attorneys'  fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by such  indemnitee in connection with such action,  suit or proceeding,  if the
indemnitee acted in good faith and in a manner he or she reasonably  believed to
be in or not opposed to the best interests of the corporation,  and with respect
to any criminal  action or proceeding,  had no reasonable  cause to believe such
conduct was unlawful.  The termination of the  proceeding,  whether by judgment,
order,  settlement,  conviction  or  upon  a  plea  of  nolo  contendere  or its
equivalent,  shall not, of itself,  create a presumption that the person did not
act in good faith and in a manner which he or she  reasonably  believed to be in
or not opposed to the best interests of the corporation and, with respect to any
criminal action or proceeding,  had reasonable cause to believe such conduct was
unlawful.

                                      -25-
<PAGE>

         Any person who was or is a party or is threatened to be made a party to
any  threatened,  pending or completed  action or suit by or in the right of the
corporation  to procure a judgment in its favor by reason of the fact that he or
she is or was a director,  officer, employee or agent of the corporation,  or is
or was  serving  at the  request  of the  corporation  as a  director,  officer,
employee or agent of another corporation,  partnership,  joint venture, trust or
other  enterprise  (including  employee  benefit plans) shall be indemnified and
held harmless by the corporation to the fullest extent authorized by the General
Corporation  Law, as the same exists or may  hereafter be amended  (but,  in the
case of any such amendment,  only to the extent that such amendment  permits the
corporation to provide  broader  indemnification  than permitted prior thereto),
against expenses (including attorneys' fees) actually and reasonably incurred by
him in  connection  with the defense or  settlement of such action or suit if he
acted in good  faith  and in a manner  he  reasonably  believed  to be in or not
opposed  to  the  best  interests  of  the   corporation   and  except  that  no
indemnification  shall be made in respect  of any  claim,  issue or matter as to
which such  person  shall  have been  adjudged  to be liable to the  corporation
unless  and only to the  extent  that the Court in which such suit or action was
brought,  shall  determine upon  application,  that despite the  adjudication of
liability  but in view of all the  circumstances  of the  case,  such  person is
fairly and  reasonably  entitled to indemnity for such expenses which such Court
shall deem proper.

         All reasonable  expenses  incurred by or on behalf of the indemnitee in
connection  with  any  suit,  action  or  proceeding,  may  be  advanced  to the
indemnitee by the corporation.

         The rights to indemnification  and to advancement of expenses conferred
in this  section  shall not be exclusive of any other right which any person may
have or hereafter  acquire under any statute,  the certificate of incorporation,
Bylaw, agreement, vote of stockholders or disinterested directors or otherwise.

                                      -26-
<PAGE>

                                  ARTICLE VII
                                   AMENDMENTS

         The Bylaws may be  amended,  added to,  rescinded  or  repealed  at any
meeting of the Board of Directors or of the  stockholders,  provided that notice
of the proposed change was given in the notice of the meeting.



















                                      -27-


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