EXHIBIT 4.1

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                          DEBT RESTRUCTURING AGREEMENT

         This  Debt  Restructuring  Agreement  is  made  as of the  30th  day of
September  2005,  by  and  among  Infinity  Capital  Group,   Inc.,  a  Maryland
corporation  ("Infinity"),  Barry Wien and Frank Wien  (jointly  and  severally,
"Wien"),  GHL Group, Ltd., a Delaware  corporation  ("GHL"),  and Jeffrey Marcus
("Marcus").

                                   Background

         Infinity has executed  and  delivered in favor of Wien a Seven  Percent
(7%)Secured Convertible Promissory Note dated November 10, 2004 in the principal
amount of $150,000  as well as a First  Amendment  thereto  dated March 30, 2005
(collectively,  "Note").  As more fully set forth  herein,  the  parties  hereto
desire  to  restructure  the  obligations  represented  by the  Note in  certain
respects.

                                    Agreement

         Now, therefore, intending to be legally bound, the parties hereto agree
as follows:

     1. The  principal  amount of the Note is hereby  reduced  from  $150,000 to
$75,000.  The  foregoing  reflects the  forgiveness  by Wien of the repayment by
Infinity of $75,000 of the original  principal  amount of the Note. The maturity
date of the Note is hereby  extended from  November 10, 2005 until  February 10,
2006.  In  consideration  of the  foregoing,  Infinity  hereby grants to Wien an
additional five and one-half percent of the post merger shares of SOZG. In order
to reflect the  foregoing,  each of Infinity and Wien shall  execute and deliver
the Second Amendment to Convertible  Promissory Note in the form attached hereto
as Exhibit "A".  Notwithstanding the foregoing,  all accrued and unpaid interest
through the date hereof on the Note shall be paid by Infinity to Wien.

     2. In  consideration  of matters  set forth in Section 1 hereof,  GHL shall
execute and deliver a Seven Percent Secured  Promissory Note in favor of Wien in
the  original  principal  amount of $75,000 in the form of Exhibit "B"  attached
hereto.  The note shall be secured by 900,000  shares of Infinity  owned by GHL,
and in this  regard,  each of GHL and Wien shall  execute and deliver the Pledge

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Agreement in the form attached  hereto as Exhibit "C" and GHL shall also execute
and deliver a stock power covering the shares.

     3. As of the date hereof,  Marcus hereby forgives the repayment by Infinity
of the $15,000 finder's fee due from Infinity to Marcus. In consideration of the
foregoing, GHL shall execute and deliver a Seven Percent Secured Promissory Note
in favor of Marcus in the  original  principal  amount of $15,000 in the form of
Exhibit  "D"  attached  hereto.  The note shall be  secured by 50,000  shares of
Infinity  owned by GHL,  and in this regard,  GHL shall  execute and deliver the
Pledge  Agreement in the form attached  hereto as Exhibit "E" and GHL shall also
execute and deliver a stock power  covering  the shares.  GHL also agrees to pay
Marcus,  legal  counsel  to  Wien,  a fee  of  $6,000  in  connection  with  the
representation   of  Wien   regarding   the  matters  set  forth  in  this  Debt
Restructuring Agreement.

     4.  The  implementation  and  interpretation  of this  Agreement  shall  be
governed by and  enforced in  accordance  with the laws of the State of New York
without regard to its conflict of laws rules.

     5. The rights and  obligations  of the parties under this  Agreement  shall
inure  to  the   benefit   of  and  shall  be  binding   upon   their   personal
representatives, heirs, successors and assigns.

     6. This  Agreement  constitutes  the entire  agreement  with respect to the
subject matter hereof  between the parties hereto and except as provided  herein
there are no other agreements between the parties relating to the subject matter
hereof.  This Agreement may only be modified by an agreement in writing executed
by each of the parties hereto.





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     WITNESS  WHEREOF,  each of the  undersigned has executed and delivered this
Debt Restructuring Agreement as of the day and year first above written.

INFINITY CAPITAL GROUP, INC.


By:/s/ Gregory H. LaBorde           /s/ Barry Wien
---------------------------         ----------------------
Gregory H. LaBorde, President       Barry Wien


/s/ Jeffrey Marcus                  /s/ Frank Wien
---------------------------         ----------------------
Jeffrey Marcus                      Frank Wien


GHL GROUP, LTD.


By: /s/ Gregory H. LaBorde
    ----------------------
    Gregory H. LaBorde,
    President