EXHIBIT 10.1
                               TO SCHEDULE 13D/A
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                     EXCHANGE AGREEMENT AND REPRESENTATIONS

Gentlemen:

I  understand  that  shareholders  of  Fayber  Group,  Inc.  ("FGI"),  a  Nevada
corporation,  are  offering to exchange  their  shares of stock of the FGI,  for
shares of stock of  Infinity  Capital  Group,  Inc.  ("ICG" or the  Company),  a
Maryland corporation.

I hereby offer to exchange  15,000,000  shares of stock of FGI for 50,000 shares
of ICG (the "Shares") and tender my shares of FGI 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,
2004  audited  financial  statements  of ICG 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  FGI,  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.

         (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):

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         (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 ICG, 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.

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(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.

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 set forth in the Plan
and Agreement of Reorganization, 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.


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(e)  Prior  to the  completion  of the  exchange,  ICG has a  limited  operating
history.  ICG 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.

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.

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(e) I am acquiring the Shares for my own account,  as principal,  for investment
purposes only and 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.


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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. 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.

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

17. EFFECTIVE DATE. The exchange for Shares evidenced by this Exchange Agreement
shall, if accepted by the Company, be effective as soon after April 26, 2005, as
all state laws have been complied with to effectuate the transaction.

18.  CONVEYANCE.  I hereby agree to convey title to all of my interest in all my
shares of FGI to ICG in exchange for 50,000 shares of ICG.

19. 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.

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DATED THIS 29TH DAY OF APRIL, 2005


Bernard F. Pracko, II
---------------------------                          ------------------
NAME OF PURCHASER/EXCHANGOR                          Tax I.D./SSN


/s/Bernard F. Pracko, II
--------------------------------
Signature of Purchaser/Exchangor:


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

  303   422-8127
(----)--------------------------
Business Telephone

7609 Ralston Road
Arvada, CO  80002
---------------------------------
Mailing Address (if different)


THIS EXCHANGE OFFER IS ACCEPTED THIS 29TH DAY OF APRIL, 2005.


Infinity Capital Group, Inc., a Maryland Corporation


By:  /s/Greg Laborde
_____________________________________________
      Greg Laborde, President














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