SHARE PURCHASE AGREEMENT

         This Share Purchase Agreement ("Agreement"),  dated as of September 17,
2003, among, Carriage House Capital Corp. an Arizona Corporation (the "Seller"),
and Azonic  Corporation,  a Nevada  corporation  ("AZN"),  and Infinity  Capital
Group, Inc. a Maryland Corporation (the "Buyer").

                              W I T N E S S E T H:

         A.       WHEREAS, AZN is a corporation duly organized under the laws of
                  the State of Nevada.

         B.       WHEREAS,  the Seller own in the aggregate  5,700,000 shares of
                  common stock of AZN in the aggregate.

         C.       WHEREAS,  Buyer  wishes to purchase an  aggregate of 5,700,000
                  shares  of  common  stock,  the  Seller   (collectively,   the
                  "Purchase Shares"), and the Seller desire to sell the Purchase
                  Shares to Buyer free and clear of liens and encumbrances.

         D.       AZN is joining in this agreement to provide certain  covenants
                  warranties and representations.

         NOW, THEREFORE, it is agreed among the parties as follows:

                                    ARTICLE I

                                The Consideration

         1.1 Subject to the  conditions  set forth herein,  Seller shall sell to
Buyer and Buyer shall purchase an aggregate of 5,700,000  shares of common stock
of AZN from  Seller.  The  purchase  price for the shares to be paid by Buyer to
Seller is  $100,000  (the  "Consideration")  of which is  herewith  paid by wire
transfer to Seller through escrow agent, SEC Attorneys, LLC. Escrow Account, and
is deemed non-refundable consideration for the Purchase Shares, specified.

                                   ARTICLE II

                        Closing and Conveyance of Shares

         2.1 The Purchase  Shares shall be conveyed by Seller to Buyer with duly
executed stock powers by a depositing certificate for 5,700,000 shares of Azonic
Corporation  with  escrow  agent for  delivery  to buyer.  Upon  receipt  of the
$100,000 by Seller,  and satisfaction of a) the conditions  precedent in Article
VI, and b)  procedures  in  Article  V. The  certificate  for  5,700,000  of the
Purchase  Shares  being  purchased  herein shall be delivered by escrow agent to
Buyer upon receipt of purchase consideration of $100,000, and the payment as set
forth in 9.9 hereof.

         2.2 Closing  hereunder  shall be completed by delivery in escrow to SEC
Attorneys  LLC.  Escrow  Account,  of  the  requisite  closing  documents,  cash
consideration  and share certificate for 5,700,000 shares on or before September
22, 2003 at 5:00 p.m. EST ("Closing  Date") subject to satisfaction of the terms
and conditions set forth herein.

         Consideration  may be delivered by Federal  Express or wire  transfers,
and any closing  documents  may be delivered by  facsimile,  Federal  Express or
other appropriate means.

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                                   ARTICLE III

         Representations,  Warranties  and Covenants of Seller and AZN as to AZN
Seller and AZN each hereby, represent, warrant and covenant to Buyer as follows:

         3.1 AZN is a corporation  duly organized,  validly existing and in good
standing under the laws of the State of Nevada,  and has the corporate power and
authority to own or lease its  properties  and to carry on its business as it is
now being conducted.  The Articles of Incorporation and Amendments and Bylaws of
AZN,  are complete and  accurate,  and the minute books of AZN,  copies of which
have also been made available to Buyer,  contain a record, which is complete and
accurate in all material respects, of all meetings, and all corporate actions of
the shareholders and Board of Directors of AZN.

         3.2 (a) The  authorized  capital  stock of AZN  consists of  50,000,000
shares of common stock; and 5 million shares of preferred is authorized but none
are  outstanding.  There are 6,000,000  shares of Common Stock of AZN issued and
outstanding.  All  such  shares  of  capital  stock  of AZN are  free  and  were
originally  issued free of preemptive  rights.  AZN has no outstanding  options,
warrants,  or other rights to purchase,  or  subscribe  to, or other  securities
convertible  into or  exchangeable  for any shares of capital  stock of AZN,  or
contracts or arrangements of any kind relating to the issuance, sale or transfer
of any capital stock or other equity securities of AZN.

         (b) The Seller owns the Purchase Shares and are conveying them to Buyer
hereunder  free and  clear  of any  lien,  pledge,  security  interest  or other
encumbrance,  and,  upon  payment  for the  Purchase  Shares as provided in this
Agreement,  the Buyer will acquire good and valid title to the Purchase  Shares,
free and clear of any lien, pledge, security interest or other encumbrance. None
of the Purchase  Shares are the subject of any voting  trust  agreement or other
agreement  relating to the voting  thereof or restricting in any way the sale or
transfer  thereof  except  for this  Agreement.  Each  Seller has full right and
authority  to  transfer  such  Purchase  Shares  pursuant  to the  terms of this
Agreement.

         3.3 AZN does not own nor has it  owned,  in the last  five  years,  any
outstanding   shares  of  capital  stock  or  other  equity   interests  of  any
partnership,  joint venture,  trust,  corporation,  limited liability company or
other  entity  and  there are no  obligations  of AZN to  repurchase,  redeem or
otherwise acquire any capital stock or equity interest of another entity.

         3.4 This  Agreement  has been duly  authorized,  validly  executed  and
delivered  on behalf of the Seller and AZN and is a valid and binding  agreement
and obligation of AZN and Seller  enforceable  against the parties in accordance
with its terms,  subject to limitations on enforcement by general  principles of
equity and by bankruptcy or other laws  affecting the  enforcement of creditors'
rights.

         3.5  Neither  the  making  of nor the  compliance  with the  terms  and
provisions of this Agreement and consummation of the  transactions  contemplated
herein by Seller or AZN will conflict with or result in a breach or violation of
the Articles of Incorporation or Bylaws of AZN, or of any material provisions of
any indenture, mortgage, deed of trust or other material agreement or instrument
to  which  AZN or  Seller  are a party,  nor  will  result  in the  creation  or
imposition  of any  material  lien,  charge  or  encumbrance  upon any  material
property or assets of AZN pursuant to the terms of any  agreement or  instrument
to  which  AZN is a party or by  which  AZN may be bound or to which  any of AZN
property  is  subject,  and no event has  occurred  with which  lapse of time or
action by a third party could  result in a material  breach or  violation  of or
default by AZN or Seller.

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         3.6  There  is  no  claim,  legal  action,  arbitration,   governmental
investigation or other legal or administrative proceeding, nor any order, decree
or judgment in progress,  pending or in effect,  or to the best knowledge of the
Seller  threatened  against or relating to AZN or  affecting  any of its assets,
properties,  business or capital stock. There is no continuing order, injunction
or decree of any court,  arbitrator or governmental  authority to which AZN is a
party or by which AZN or its assets,  properties,  business or capital stock are
bound.

         3.7 AZN has never had  income or  operations,  nor paid  wages or other
compensation,  and has never been required to file and has not filed any federal
or state income tax or other tax returns. AZN has no knowledge of any additional
assessments,  adjustments or contingent tax liability (whether federal or state)
pending or threatened  against AZN for any period, nor of any basis for any such
assessment, adjustment or contingency.

         3.8 AZN has delivered to Buyer audited financial statements dated March
31, 2003 and 2001, and all unaudited financial statements prepared subsequent to
March 31, 2003, which have been filed with the SEC as part of quarterly  reports
on Form 10-QSB.  All such  statements,  herein  sometimes  called "AZN Financial
Statements" are complete and correct in all material respects and, together with
the notes to these financial  statements,  present fairly the financial position
and  results of  operations  of AZN for the  periods  indicated.  All  financial
statements  of AZN have been  prepared in  accordance  with  generally  accepted
accounting principles.

         3.9 As of the  date  hereof,  AZN,  represents  and  warrants  that all
outstanding  indebtedness of AZN is as shown on the financial statements (except
for legal and accounting  services,  and annual  corporation fees incurred since
June 30,  2003) and all such  scheduled  indebtedness,  except  the  legal  fees
provided for in 9.9 hereof,  will be the sole  responsibility  of the Seller and
shall be paid by the Seller at the Closing hereunder.

         3.10 Since the dates of the AZN  Financial  Statements,  there have not
been any material  adverse  changes in the business or  condition,  financial or
otherwise,   of  AZN.  AZN  does  not  have  any  liabilities,   commitments  or
obligations,  secured or unsecured,  except legal and  accounting  fees incurred
since June 30, 2003, as discussed  elsewhere in this agreement (whether accrued,
absolute, contingent or otherwise).

         3.11  AZN is not a party to any  contract  performable  in the  future,
except for transfer agent services.

         3.12 The  representations  and  warranties of the AZN shall be true and
correct as of the date hereof.

         3.13 AZN will have delivered to Buyer,  all of its corporate  books and
records for review.

         3.14     AZN has no employee benefit plan in effect at this time.

         3.15  No  representation  or  warranty  by AZN or the  Seller  in  this
Agreement,  or any  certificate  delivered  pursuant  hereto contains any untrue
statement of a material fact.

         3.16  Buyer  has  received  copies  of Form  10-KSB  as filed  with the
Securities and Exchange  Commission  ("SEC") which included  audits for the year
ended March 31, 2003 and each of its other  reports to  shareholders  filed with
the SEC through the period  ended March 31, 2003.  AZN is a  registered  company
under Section 12(g) of the Securities Exchange Act of 1934, as amended.

         3.17 AZN has  filed  reports  required  to be  filed  by it  under  the
Securities Exchange Act of 1934, as amended (the "Federal Securities Laws").

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         3.18 The  Seller  has not  made any  general  solicitation  or  general
advertising regarding the Purchase Shares.

         3.19 AZN has conducted no business whatsoever since March 31, 2002, has
incurred no  liabilities  except as shown on the financial  statements and legal
and  accounting  fees for  services,  and which  legal fees shall be paid as set
forth in 9.9.

         3.20  There  have  been no  material  changes,  debts,  or  liabilities
incurred  by AZN since  the date of 10KSB  for  March 31,  2003 or the 10QSB for
period  ended June 30,  2003,  except for  accounting  and legal fees and annual
corporate update fees in Nevada which are provided for hereinabove.

                                   ARTICLE IV

                                 Indemnification

         4.1 The waiver of any  condition to a party's  obligation to consummate
the transactions  contemplated  hereunder,  where such condition is based on the
accuracy  of  any  representation  or  warranty,  or on  the  performance  of or
compliance  with any  covenant  or  obligation,  will not  affect  the  right to
indemnification,   or  payment  of  Damages,  or  other  remedy  based  on  such
representation, warranty, covenant or obligation.

         4.2 Seller and AZN,  jointly and  severally,  shall  indemnify and hold
harmless the Buyer and its respective  officers,  directors and affiliates  (the
"Buyer Indemnified Persons") for, and will pay to the Buyer Indemnified Persons,
the  amount  of,  any  loss,  liability,   claim,  damage  (including,   without
limitation,  incidental and consequential  damages),  cost, expense  (including,
without limitation,  interest, penalties, costs of investigation and defense and
the reasonable fees and expenses of attorneys and other professional experts) or
diminution of value, whether or not involving a third-party claim (collectively,
"Damages"),   directly  or  indirectly  arising  from,  attributable  to  or  in
connection  with  any  breach  by  any  of the  Seller  or AZN of any  covenant,
agreement or obligation of AZN or Seller contained in this agreement or with any
liability or debt of Azonic not set forth in the Financial Statements or paid in
full by Seller.

         4.3 Promptly  after receipt by an  indemnified  party of written notice
(the "Notice of Claim") of the  commencement  of any action,  suit or proceeding
against it, or written threat thereof,  such indemnified  party will, if a claim
is to be made against an  indemnifying  party under either of said sections,  as
applicable,  give notice to the  indemnifying  party of the commencement of such
action,  suit  or  proceeding.  The  indemnified  party  shall  furnish  to  the
indemnifying  party in reasonable  detail such  information  as the  indemnified
party may have with respect to such indemnification  claims (including copies of
any summons,  complaint or other  pleading  which may have been served on it and
any written claim,  demand,  invoice,  billing or other  document  evidencing or
assenting the same).  Subject to the limitations  set forth in this section,  no
failure or delay by the  indemnified  party in the  performance of the foregoing
shall reduce or otherwise  affect the  obligation of the  indemnifying  party to
indemnify and hold the indemnified party harmless except to the extent that such
failure or delay shall have materially and adversely  affected the  indemnifying
party's  ability  to defend  against,  settle or  satisfy  any  action,  suit or
proceeding   the  claim  for  which  the   indemnified   party  is  entitled  to
indemnification   hereunder.  The  foregoing  shall  not  apply  to  the  extent
inconsistent with the provisions of section 4.8 relating to Proceedings.

         4.4 If the claim or demand  set forth in the  Notice of Claim  given by
the  indemnified  party is a claim or  demand  asserted  by a third  party,  the
indemnifying  party  shall  have 30 days  after  the Date of  Notice of Claim to
notify the  indemnified  party in writing of its  election  to defend such third
party claim or demand on behalf of the indemnified  party (the "Notice Period");
provided,  however, that the indemnified party is authorized to file any motion,
answer or other pleading which it deems  necessary or appropriate to protect its
interests during the Notice Period.  If the indemnifying  party elects to defend
such third party claim or demand,  the indemnified party shall make available to
the indemnifying party and its agents and  representatives all records and other
materials which are reasonably required in the defense of such third party claim

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or demand and shall  otherwise  cooperate  (at the sole cost and  expense of the
indemnifying  party)  with,  and  assist  (at the sole cost and  expense  of the
indemnifying  party) the indemnifying  party in the defense of, such third party
claim or demand, and so long as the indemnifying  party is diligently  defending
such third  party  claim in good  faith,  the  indemnified  party shall not pay,
settle or compromise such third party claim or demand. If the indemnifying party
elects to defend such third party claim or demand,  the indemnified  party shall
have the right to control the  defense of such third  party claim or demand,  at
the indemnified party's own expense. If the indemnifying party does not elect to
defend  such third  party  claim or demand or does not defend  such third  party
claim or demand in good faith,  the  indemnified  party shall have the right, in
addition to any other right or remedy it may have hereunder at the  indemnifying
party's expense, to defend such third party claim or demand.

         4.5 The term  "Date of Notice of Claim"  shall mean the date the Notice
of Claim is effective pursuant to section 4.6 of this Agreement.

         4.6 A  claim  for  indemnification  for  any  matter  not  involving  a
third-party   claim  may  be   asserted   by  notice  to  the  party  from  whom
indemnification is sought.

         4.7 Any legal action or  proceeding  with respect to this  Agreement or
any  matters  arising  out  of or in  connection  with  this  Agreement  or  the
transactions  contemplated  hereby or the  documents  executed and  delivered in
connection  herewith,  and any action for enforcement of any judgment in respect
thereof  may be  brought  in the courts of the State of Arizona or of the United
States of America for the District of Arizona, and, by execution and delivery of
this Agreement, the parties each hereby accepts for itself and in respect of its
property,  generally  and  unconditionally,  the  jurisdiction  of the aforesaid
courts and appellate courts thereof.  The parties irrevocably consent to service
of  process  out of any of the  aforementioned  courts  in any  such  action  or
proceeding in accordance  with the notice  provisions  set forth in Section 8.5.
The  parties  each hereby  irrevocably  waive any  objection  that it may now or
hereafter  have to the  laying  of  venue  of any of the  aforesaid  actions  or
proceedings  arising  out  of  or in  connection  with  this  Agreement  or  the
transactions  contemplated  hereby or the  documents  execute and  delivered  in
connection  herewith  brought in the courts referred to above and hereby further
irrevocably  waive and agree, to the extent  permitted by applicable law, not to
plead or claim in any such court that any such action or  proceeding  brought in
any such court has been brought in an inconvenient  forum.  Nothing herein shall
affect  the  right of any  party  hereto to serve  process  in any other  manner
permitted by law.

                                    ARTICLE V

                              Procedure for Closing

         5.1 At the Closing  Date,  the purchase  and sale shall be  consummated
after  satisfaction  of all  conditions  precedent  set forth in Article  VI, by
Seller's common stock certificates for the Purchase Shares being delivered, duly
executed,  for 5,700,000 shares of common stock to escrow agent, the delivery of
the  Consideration  for share purchase to escrow agent from the Buyer,  together
with  delivery of all other items,  agreements,  stock powers,  warranties,  and
representations set forth in this Agreement.

         5.2 Escrow Agent is SEC  Attorneys,  LLC. and the escrow account is SEC
Attorneys,  LLC. Trust Account @ People's Bank, 198 Amity Road,  Woodbridge,  CT
06525, (203) 786-2641. ABA #221172186, Account # 043-7011097.

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                                   ARTICLE VI

                           Conditions Precedent to the
                          Consummation of the Purchase

         The  following  are  conditions  precedent to the  consummation  of the
Agreement on or before the Closing Date:

         6.1 Seller and AZN shall have  performed and complied with all of their
respective  obligations  hereunder which are to be complied with or performed on
or before the Closing Date.

         6.2 No action,  suit or proceeding  shall have been instituted or shall
have  been  threatened  before  any court or other  governmental  body or by any
public authority to restrain,  enjoin or prohibit the transactions  contemplated
herein,  or which might subject any of the parties hereto or their  directors or
officers to any material liability,  fine,  forfeiture or penalty on the grounds
that the transactions contemplated hereby, the parties hereto or their directors
or officers,  have violated any  applicable  law or regulation or have otherwise
acted improperly in connection with the transactions  contemplated  hereby,  and
the parties  hereto have been  advised by counsel  that,  in the opinion of such
counsel,  such action, suit or proceeding raises substantial questions of law or
fact which could  reasonably  be decided  adversely  to any party  hereto or its
directors or officers.

         6.3 The  representations  and warranties made by Seller and AZN in this
Agreement shall be true as though such  representations  and warranties had been
made or given on and as of the  Closing  Date,  except to the  extent  that such
representations  and  warranties  may be  untrue on and as of the  Closing  Date
because of changes  caused by  transactions  suggested or approved in writing by
the Buyer.

                                   ARTICLE VII

                           Termination and Abandonment

         7.1   Anything   contained   in   this   Agreement   to  the   contrary
notwithstanding, the Agreement may be terminated and abandoned at any time prior
to or on the Closing Date:

                  (a)      By mutual consent of parties;

                  (b)      By  Seller or Buyer,  if any  condition  set forth in
                           Article VI  relating  to the other party has not been
                           met or has not been waived;

                  (c)      By  Seller or Buyer,  if any suit,  action,  or other
                           proceeding  shall be  pending  or  threatened  by the
                           federal  or a state  government  before  any court or
                           governmental   agency,  in  which  it  is  sought  to
                           restrain,   prohibit,   or   otherwise   affect   the
                           consummation of the transactions contemplated hereby;

                  (d)      By  Seller  or  Buyer,  if  there is  discovered  any
                           material  error,  misstatement  or  omission  in  the
                           representations and warranties of another party; or

                  (e)      By the Seller, if the Closing does not occur, through
                           no failure to act by Seller,  on September  22, 2003,
                           or  if  Buyer  fails  to  deliver  the  consideration
                           required herein.

         7.2 Any of the terms or conditions  of this  Agreement may be waived at
any time by the party which is entitled to the benefit thereof,  by action taken
by its Board of  Directors  provided;  however,  that such action shall be taken
only if, in the  judgment  of the Board of  Directors  taking the  action,  such
waiver will not have a materially  adverse effect on the benefits intended under
this Agreement to the party waiving such term or condition.

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                                  ARTICLE VIII

                         Continuing Representations and
                            Warranties and Covenants

         8.1 The respective  representations,  warranties,  and covenants of the
parties  hereto and the  covenants and  agreements  of the parties  hereto shall
survive  after the closing  under this  Agreement in  accordance  with the terms
thereof.

         8.2 There are no  representations  whatsoever about any matter relating
to AZN, Seller, or any item contained in this Agreement,  except as is contained
in the express language of this Agreement.

         8.3  Buyer  warrants  that  it has  performed  its  own  due  diligence
regarding AZN and Seller and their agents and attorneys  shall have no liability
whatsoever for any matter, or representation not specifically  disclosed herein.
Buyer,  as a specific  inducement to Seller hereby waives and releases any claim
whatsoever  against  Seller and their agents and attorneys  forever and covenant
not to sue Seller,  their agents and attorneys under any  circumstances  for any
matter not specifically and expressly represented within this document.  Neither
Seller nor their agents shall be liable under any  circumstances  for any act of
omission or  interpretation  and Buyers hereby  specifically  release Seller and
their  agents from any claims  therefore  in order to induce the Seller to enter
into and perform under this agreement.

                                   ARTICLE IX

                                  Miscellaneous

         9.1 This Agreement  embodies the entire agreement  between the parties,
and there have been and are no agreements,  representations  or warranties among
the parties other than those set forth herein.

         9.2 To  facilitate  the  execution  of this  Agreement,  any  number of
counterparts  hereof may be executed,  and each such counterpart shall be deemed
to  be  an  original  instrument,  but  all  such  counterparts  together  shall
constitute but one instrument.

         9.3 All parties to this Agreement agree that if it becomes necessary or
desirable to execute further instruments or to make such other assurances as are
deemed  necessary,  the party  requested  to do so will use its best  efforts to
provide such executed  instruments or do all things necessary or proper to carry
out the purpose of this Agreement.

         9.4 This Agreement may not be amended except by written consent of both
parties.

         9.5  Any  notices,   requests,  or  other  communications  required  or
permitted  hereunder shall be delivered  personally or sent by overnight courier
service, prepaid, addressed as follows:

To Seller:        HRBAER@AOL

To AZN:           Carriage House Capital
                  2530 South Rural Road
                  Tempe, AZ 85282 (480) 731-9100

To Buyer:         Greg Laborde, President
                  Infinity Capital Group, Inc.
                  7 Dey Street, Suite 900
                  New York, New York (212) 962-4400

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Copy to:          SEC Attorneys, LLC
                  110 Washington Avenue, 4th Floor
                  North Haven, CT 06473 (203) 234-6350

or such other  addresses as shall be furnished in writing by any party,  and any
such notice or  communication  shall be deemed to have been given as of the date
received.

         9.6 No press release or public statement will be issued relating to the
transactions  contemplated by this Agreement without prior approval of the Buyer
and Seller. However, AZN may issue at any time any press release or other public
statement  it believes on the advice of its counsel it is  obligated to issue to
avoid  liability  under the law relating to  disclosures,  but the party issuing
such press release or public  statement  shall make a reasonable  effort to give
the other party prior notice of and  opportunity  to participate in such release
or statement.

         9.7 This  Agreement  shall be governed by and  construed in  accordance
with and  enforced  under the laws of the  state of  Arizona  applicable  to all
agreements  made  hereunder.  Venue  and  jurisdiction  for  any  legal  actions
hereunder shall be District Court in and for Pima County Arizona.

         9.8 In connection  with this  Agreement the parties have  appointed the
escrow agent,  SEC Attorneys LLC, which shall be authorized by this agreement to
do the following:

         1) Accept the purchase  price of $100,000 from buyers,  and disburse it
in accordance with Seller's written instructions, upon receipt of a copy of this
agreement  signed by  Seller,  Buyer and AZN and  further  to accept  $6,500 for
payment under 9.9 below to be disbursed to M. A. Littman, Attorney at Law, and a
promissory  note to M. A.  Littman  from the buyer for  $3,500  payable in three
equal monthly installments commencing Oct. 22, 2003, without interest.

         2) Accept the common  stock  certificates  of AZN with duly  signed and
guaranteed signatures for 5,700,000 common shares from Seller and,

         3) Upon receipt of the  certificates  for the purchase  shares disburse
the proceeds  received at closing from the escrow in  accordance  with  Seller's
separate written instructions

         4) Transmit by Federal Express the stock  certificates to buyer at: SEC
Attorneys, LLC, 110 Washington Ave. 4th Flr., North Haven, CT 06473

         5) In the event of default in  delivery  of cash or  certificates  by a
party under this  agreement,  any cash or  certificates  received from the other
party shall be returned to the remitting party 3 business days after default.

         6) Escrow Agent is  specifically  indemnified  and held harmless hereby
for its actions or  inactions in following  these  instructions  as contained in
this  contract.  Escrow  Agent shall have no  liability  for any  warranties  or
representations  contained within the provisions of this contract,  except as to
the  performance  of its duties  under  this  provision  8.8.  In the event of a
dispute  involving the escrow  instructions or the consideration to be delivered
in escrow, the escrow agent is authorized to implead the consideration  received
into the District  Court of Pima County,  Arizona upon ten days written  notice,
and be relieved of any further  escrow  duties  thereupon.  Any and all costs of
attorneys  fees and legal actions of escrow agent for any dispute  resolution or
impleader action shall be paid in equal shares by the parties to this agreement.

         9.9 Buyer will pay legal fees for M. A. Littman for  services  rendered
to date to  Seller  and AZON in the  amount of  $10,000  as  follows:  $6,500 at
closing and $1,116.66 per month for 3 consecutive months on the 22nd day of each
month,  which shall be evidenced by the Buyers  promissory  note in such amount.
This  provision  shall be  enforceable  against AZON and or Buyer  regardless of
other provision under the Agreement.

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<PAGE>


         IN WITNESS WHEREOF,  the parties have executed this Agreement effective
as of the date first written above.

Azonic Corporation


/s/Howard Baer
-----------------------
Name: Howard Baer
Title: President


Seller:
Carriage House Capital Corp.


/s/Howard Baer
-----------------------
Name: Howard Baer, Manager


Buyer:
Infinity Capital Group, Inc.


/s/Gregory H. Laborde
-------------------------
Gregory H. Laborde, President


SEC Attorneys, LLC

/s/Jerry Gruenbaum
-------------------------
Jerry Gruenbaum, Esquire









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