SECURITIES PURCHASE AGREEMENT




                           Dated as of August 26, 2004



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EXHIBITS


                  Exhibit A -       List of Purchasers and Shares Purchased



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                          SECURITIES PURCHASE AGREEMENT


         This  Agreement,  dated as of August 26,  2004,  is entered into by and
among Infinity Capital Group, Inc., a Maryland corporation (the "Company"),  and
the  individuals  and  entities  listed on Exhibit A hereto as  Purchasers  (the
"Purchasers").  In consideration of the mutual promises and covenants  contained
in this Agreement, the parties hereto agree as follows:

1.       Sale of Shares.
         --------------

     1.1 Sale of Shares.  Subject to the terms and conditions of this Agreement,
at the Closing (as defined in Section 2.1) the Company will sell and transfer to
each of the Purchasers,  and each of the Purchasers will purchase, the number of
shares of common stock of Azonic  Corporation  ("Azonic"),  a Nevada corporation
(the "Common Stock"), set forth opposite such Purchaser's name on Exhibit A, for
the purchase price of $0.0091087 per share (the "Purchase Price"). The shares of
Common  Stock sold under this  Agreement  are referred to as the  "Shares."  The
Company's agreement with each Purchaser is a separate agreement, and the sale of
Shares to each Purchaser is a separate sale.

2.       Closing.
         -------

     2.1 The Closing.  The closing (the  "Closing")  of the sale and purchase of
the Shares under this Agreement  shall take place at the offices of the Company,
7 Dey Street,  Suite 900, New York, New York 10007 (or remotely via the exchange
of documents  and  signatures)  as of the date of this  Agreement  (the "Closing
Date"). At the Closing:

          (a) the Company shall deliver to each of the  Purchasers a certificate
     for the  number  of Shares  set forth  opposite  such  Purchaser's  name on
     Exhibit A, registered in the name of such Purchaser; and

          (b) each  Purchaser  shall pay to the  Company,  by wire  transfer  of
     immediately  available funds or other method acceptable to the Company, the
     aggregate  Purchase  Price  for the  number  of Shares  such  purchaser  is
     purchasing hereunder.

3.  Representations and Warranties of the Company. The Company hereby represents
and warrants to each Purchaser  that the statements  contained in this Section 3
are complete and accurate as of the date of this Agreement.

     3.1 Organization and Standing. The Company is a corporation duly organized,
validly  existing and in good  standing  under the laws of the State of Maryland
and has full corporate  power and authority to conduct its business as presently
conducted  and as proposed to be  conducted  by it and to enter into and perform
this Agreement and to carry out the transactions contemplated by this Agreement.
The Company has at all times complied with all provisions of its  Certificate of
Incorporation  and By-laws and is not in default under,  or in violation of, any
such provision.
<PAGE>

     3.2 Authority  for  Agreement;  No Conflict.  The  execution,  delivery and
performance  by the  Company  of this  Agreement,  and the  consummation  by the
Company of the transactions  contemplated  hereby,  have been duly authorized by
all  necessary  corporate  action.  This  Agreement  has been duly  executed and
delivered by the Company and  constitutes  valid and binding  obligations of the
Company  enforceable in accordance with its terms,  subject as to enforcement of
remedies to applicable  bankruptcy,  insolvency,  reorganization,  moratorium or
similar laws  affecting  generally  the  enforcement  of  creditors'  rights and
subject to a court's  discretionary  authority with respect to the granting of a
decree ordering specific performance or other equitable remedies.  The execution
and  delivery  of  this  Agreement,   the   consummation  of  the   transactions
contemplated  hereby and the compliance  with its provisions by the Company will
not  (a)  conflict  with  or  violate  any  provision  of  the   Certificate  of
Incorporation or By-laws of the Company,  (b) require on the part of the Company
any filing with, or any permit,  order,  authorization,  consent or approval of,
any  United  States  court,  arbitrational  tribunal,  administrative  agency or
commission or other United States governmental or regulatory authority or agency
(each of the  foregoing is  hereafter  referred to as a  "Governmental  Entity")
other  than the filing of a Form 4 and an  amendment  to the  Company's  current
Schedule 13D  promulgated  under the United  States  Securities  Exchange Act of
1934, as amended (the "Exchange Act"), (c) conflict with, result in a breach of,
constitute  (with or  without  due  notice  or lapse of time or both) a  default
under,  result in the acceleration of obligations under, create in any party the
right to accelerate, terminate, modify or cancel, or require any notice, consent
or waiver under, any contract, lease, sublease, license, sublicense,  franchise,
permit,  indenture,  agreement  or mortgage for borrowed  money,  instrument  of
indebtedness, Security Interest (as defined below) or other arrangement to which
the  Company is a party or by which the  Company is bound or to which its assets
are subject,  other than any of the  foregoing  events listed in this clause (c)
which would not,  individually  or in the aggregate,  be reasonably  expected to
have a material adverse effect on the Company's business,  assets,  liabilities,
operations or financial  condition (a "Material Adverse Effect"),  (d) result in
the  imposition  of any Security  Interest upon any assets of the Company or (e)
violate  any  order,  writ,  injunction,  decree,  statute,  rule or  regulation
applicable to the Company or any of its  properties  or assets.  For purposes of
this  Agreement,  "Security  Interest"  means  any  mortgage,  pledge,  security
interest, encumbrance,  charge, or other lien (whether arising by contract or by
operation of law).

     3.3  Governmental  Consents.  Based  in  part  on the  representations  and
warranties  of the  Purchasers  set  forth in  Section 4 of this  Agreement,  no
consent,  approval,  order or authorization of, or registration,  qualification,
designation,  declaration or filing with, any Governmental Entity is required on
the part of the  Company  in  connection  with  the  offer,  issuance,  sale and
delivery of the Shares or the other transactions  contemplated by this Agreement
(other  than  filings  required  under the  Exchange  Act).  In  reliance on the
representations  and  warranties  made by each of the Purchasers in Section 4 of
this Agreement,  the offer and sale of the Shares to each of the Purchasers will
be in compliance  with  applicable  United States  federal and state  securities
laws.

4.  Representations  and  Warranties of the  Purchasers.  Each of the Purchasers
severally (as to itself only and not as to any other  Purchaser)  represents and
warrants to the Company as follows:
<PAGE>

4.1      Authorization; Enforceability.
         -----------------------------

     Such  Purchaser  has the  full  power  and  authority  to enter  into  this
Agreement  and to  perform  his,  her or its  obligations  thereunder.  If  such
Purchaser is an entity,  such  Purchaser has taken all  corporate,  partnership,
limited liability,  trust or similar action necessary to authorize its execution
and  delivery of this  Agreement.  This  Agreement  have been duly  executed and
delivered by such Purchaser and, assuming the due authorization,  execution, and
delivery by the Company and the other  Purchasers,  constitutes  his, her or its
valid and binding  obligation,  enforceable in accordance with the terms of this
Agreement,  subject to applicable bankruptcy,  reorganization,  insolvency,  and
similar laws affecting  creditors' rights generally and to general principles of
equity.

4.2      No Conflict.
         -----------

     The  execution  and delivery of this  Agreement by such  Purchaser  and the
performance  of his,  her or its  obligations  thereunder  will  not (i) if such
Purchaser  is  an  entity,  violate  or  conflict  with  any  provision  of  its
organizational documents, (ii) violate, conflict with, or give rise to any right
of termination,  cancellation,  or acceleration  under any material agreement or
instrument  to which such  Purchaser  is a party,  or by which he, it, or any of
his, her or its assets is bound,  (iii) result in the  imposition of any lien on
any Shares held by such Purchaser,  (iv) violate or conflict with any applicable
laws,  or (v) require any consent,  approval or other  action of,  notice to, or
filing with any entity or person (governmental or private) other than the filing
of a From 8-K  promulgated  under the  Exchange  Act, a Form 3 or a Schedule 13D
promulgated under the Exchange Act.

4.3      Investment Representations and Warranties.
         -----------------------------------------

          (a) Such Purchaser will acquire the Shares to be purchased by him, her
     or it for his, her or its own account,  for  investment and not with a view
     to the distribution thereof, nor with any present intention of distributing
     the same.

          (b) Such Purchaser understands that the Shares to be purchased by him,
     her or it:  (i) will not be  registered  under  the  Securities  Act or the
     securities  laws of any state, by reason of their issuance in a transaction
     exempt  from  the  registration  or   qualification   requirements  of  the
     Securities Act (defined below) or such securities laws, the availability of
     which  depends  upon,  among  other  things,  the bona  fide  nature of the
     investment intent and the accuracy of such Purchaser's  representations  as
     expressed herein,  and (ii) must be held  indefinitely  unless a subsequent
     disposition  thereof is registered  under the  Securities  Act or is exempt
     from registration.

          (c) Such Purchaser is an "accredited investor," as defined in Rule 501
     (the provisions of which are known to such Purchaser) promulgated under the
     United States Securities Act of 1933, as amended (the "Securities Act").
<PAGE>

          (d) Such Purchaser  understands the Company has made no assurance that
     a public  market  for the Shares or any other  class or series of  Azonic's
     capital stock will exist in the future.

          (e)  Based on such  Purchaser's  knowledge,  experience  and  skill in
     evaluating and investing in securities derived from actual participation in
     financial,  investment and business  matters,  such Purchaser is capable of
     evaluating  the  merits  and risks of an  investment  in the Shares and the
     suitability of the Shares as an investment for such Purchaser.

          (f) Such  Purchaser  has had an  opportunity  to discuss the business,
     management and financial  affairs of Azonic and the terms and conditions of
     an investment in the Shares with,  and has had access to, the management of
     the Company and Azonic.

          (g) Such  Purchaser  is aware that no  guarantees  have been or can be
     made   respecting  the  future  value,   if  any,  of  the  Shares  or  the
     profitability or success of the business of Azonic.

     4.4 Brokers and Finders.  No person or entity acting on behalf or under the
authority of such Purchaser is or will be entitled to any broker's, finder's, or
similar fee or  commission  in  connection  with the  transactions  contemplated
hereby.

5.       Transfer of Shares.
         ------------------

     5.1 Restricted Shares. "Restricted Shares" means (a) the Shares and (b) any
other shares of capital  stock of Azonic  issued in respect of such shares (as a
result of stock splits, stock dividends, reclassifications, recapitalizations or
similar  events);  provided,  however,  that  shares of Common  Stock  which are
Restricted Shares shall cease to be Restricted Shares (x) upon any sale pursuant
to a  registration  statement  under the  Securities  Act,  Section  4(1) of the
Securities  Act or Rule 144 under the Securities Act or (y) at such time as they
become eligible for sale under Rule 144(k) under the Securities Act.

5.2      Requirements for Transfer.
         -------------------------

          (a) Restricted  Shares shall not be sold or transferred  unless either
     (i) they first shall have been registered under the Securities Act, or (ii)
     such sale or transfer is exempt from the  registration  requirements of the
     Securities Act.

5.3 Legend. Each certificate  representing Restricted Shares shall bear a legend
substantially in the following form:


          "The shares  represented by this  certificate have not been registered
          under the Securities Act of 1933, as amended,  and may not be offered,
          sold or  otherwise  transferred,  pledged or  hypothecated  unless and
          until such shares are registered  under such Act or such  registration
          is not required."
<PAGE>

         The   foregoing   legend  shall  be  removed   from  the   certificates
representing  any Restricted  Shares,  at the request of the holder thereof,  at
such time as they become  eligible for resale  pursuant to Rule 144(k) under the
Securities Act.

6.       Miscellaneous.
         -------------

     6.1  Exchange  Act  Filings;  Cooperation;   Share  Transfer.  As  soon  as
practicable  after the Closing,  the Company and the  Purchasers  will, and will
cause Azonic to, make all finings  required under the Exchange Act in connection
with the  transactions  contemplated  by this Agreement and shall cooperate with
each other to assist each other in making such  filings.  The Company shall take
all actions  reasonably  requested by the  Purchasers to confirm the transfer of
the Shares to the Purchasers on the books and records of Azonic.

     6.2 Successors and Assigns. This Agreement,  and the rights and obligations
of each Purchaser hereunder, may be assigned by such Purchaser to (a) any person
or entity to which Shares are  transferred by such  Purchaser,  or (b) to any to
any affiliate,  partner,  member,  stockholder or subsidiary of such  Purchaser,
and, in each case, such transferee shall be deemed a "Purchaser" for purposes of
this Agreement; provided that each such assignment of rights shall be contingent
upon the transferee  providing a written instrument to the Company notifying the
Company of such transfer and  assignment  and agreeing in writing to be bound by
the terms of this  Agreement.  The Company may not assign its rights  under this
Agreement.

     6.3 Severability.  The invalidity or  unenforceability  of any provision of
this  Agreement  shall not affect the  validity or  enforceability  of any other
provision of this Agreement.

     6.4 Specific  Performance.  In addition to any and all other  remedies that
may be  available  at law in the  event of any  breach of this  Agreement,  each
Purchaser  shall be entitled  to  specific  performance  of the  agreements  and
obligations  of the  Company  hereunder  and to such other  injunctive  or other
equitable relief as may be granted by a court of competent jurisdiction.

     6.5  Governing  Law. This  Agreement  shall be governed by and construed in
accordance  with the laws of the State of New York (without  regard to conflicts
of laws provisions).

     6.6 Notices. All notices, requests, consents and other communications under
this  Agreement  shall be in  writing  and shall be deemed  delivered  (a) three
business days after being sent by registered or certified  mail,  return receipt
requested,  postage  prepaid  or (b) one  business  day after  being  sent via a
reputable  nationwide  overnight courier service  guaranteeing next business day
delivery, in each case to the intended recipient as set forth below:

     If to the  Company,  at 7 Street,  Suite  900,  New York,  New York  10007,
Attention:  Gregory H. Laborde,  Chairman,  or at such other address as may have
been furnished in writing by the Company to the other parties hereto, or

     If to a Purchaser,  at its address set forth on Exhibit A, or at such other
address as may have been  furnished  in writing by such  Purchaser  to the other
parties hereto.

<PAGE>

     Any party may give any  notice,  request,  consent  or other  communication
under this  Agreement  using any other  means  (including,  without  limitation,
personal delivery,  messenger service,  telecopy, first class mail or electronic
mail),  but no such notice,  request,  consent or other  communication  shall be
deemed to have been duly given  unless and until it is actually  received by the
party for whom it is  intended.  Any  party  may  change  the  address  to which
notices,  requests,  consents  or  other  communications  hereunder  are  to  be
delivered  by giving  the other  parties  notice in the manner set forth in this
Section.

     6.7 Complete Agreement. This Agreement (including its Exhibits) constitutes
the entire agreement and understanding of the parties hereto with respect to the
subject  matter hereof and supersedes  all prior  agreements and  understandings
relating to such subject matter.

     6.8 Third Party Beneficiary.  Azonic is an intended third party beneficiary
of the  Purchasers'  representations,  warranties  and  covenants  set  forth in
Sections 4 and 5 hereof.

     6.9 Amendments and Waivers. This Agreement may be amended or terminated and
the  observance of any term of this  Agreement may be waived with respect to all
parties to this  Agreement  (either  generally or in a  particular  instance and
either retroactively or prospectively),  with the written consent of the Company
and the  holders of a majority of the Shares  then held by all  Purchasers.  The
Company shall give prompt written notice of any amendment or termination  hereof
or waiver  hereunder to any party hereto that did not consent in writing to such
amendment,  termination or waiver. Any amendment, termination or waiver effected
in accordance with this Section 6.9 shall be binding on all parties hereto, even
if they do not execute such consent;  provided, that any amendment,  termination
or waiver of any provision of this Agreement that does not affect all Purchasers
in the same way shall require the prior written  consent of all  Purchasers  who
would be subject to such disparate treatment. No waivers of or exceptions to any
term,  condition or provision of this  Agreement,  in any one or more instances,
shall be deemed to be, or construed  as, a further or  continuing  waiver of any
such term, condition or provision.

     6.10 Pronouns.  Whenever the context may require, any pronouns used in this
Agreement shall include the corresponding  masculine,  feminine or neuter forms,
and the singular form of nouns and pronouns  shall include the plural,  and vice
versa.

     6.11 Counterparts;  Facsimile Signatures. This Agreement may be executed in
any number of counterparts, each of which shall be deemed to be an original, and
all of which shall  constitute one and the same document.  This Agreement may be
executed by facsimile signatures.

     6.12 Section  Headings  and  References.  The section  headings are for the
convenience of the parties and in no way alter, modify, amend, limit or restrict
the contractual obligations of the parties. Any reference in this agreement to a
particular  section or subsection shall refer to a section or subsection of this
Agreement, unless specified otherwise.



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Signature Page to Securities Purchase Agreement


         Executed as of the date first written above.

                                               COMPANY:

                                               INFINITY CAPITAL GROUP, INC.


                                               By:
                                               -----------------------
                                                      Name:
                                                      Title:

                                               PURCHASERS:


                                               WIRELESS AGE COMMUNICATIONS, INC.



                                               By:
                                               ------------------------
                                                      Name:
                                                      Title:



                                               NIBIRU CAPITAL



                                               By:
                                               -------------------------
                                                      Name:
                                                      Title:



                                               1500450 ONTARIO LTD.



                                               By:
                                               ---------------------------
                                                      Name:
                                                      Title:


<PAGE>


                                               JANCAR INVESTMENTS CORP.



                                               By:
                                               --------------------------
                                                      Name:
                                                      Title:


                                               --------------------------
                                                 SHANE McCARTHY



                                               MJMM INVESMENTS INC.



                                               By:
                                               --------------------------
                                                       Name:
                                                       Title:



                                               MORNINGSIDE CAPITAL LTD.



                                               By:
                                               -------------------------
                                                       Name:
                                                       Title:



                                               TABOR 8 INC.



                                               By:
                                               -------------------------
                                                       Name:
                                                       Title:



                                               1331994 ONTARIO, LTD.



                                               By:
                                               -------------------------
                                                       Name:
                                                       Title:

<PAGE>


                                               -------------------------
                                                   LORIE COWIE



                                               ------------------------
                                                  NATALIE BAKER



                                               HTI INC.

                                               By:
                                               -------------------------
                                                     Name:
                                                     Title:


                                              -------------------------
                                                 ANNE CHOQUETTE


                                              -------------------------
                                                KIMMO OIKKIMUS




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                                    EXHIBIT A


                         Name and Address                          No. of Shares
                          Of Purchasers
                        -------------------                        -------------

Wireless Age Communications, Inc.
13980 Jane St., King City,
ON, Canada L7B 1A3
Attn: Gary Hokkanen, CFO                                               4,460,000

Nibiru Capital
The Exchange Tower
Suite 1800
130 King Street West
Toronto, ON M5X 1E3
Attn: David Smardon                                                    4,460,000

1500450 Ontario Ltd.
119 Alexis Blvd.
North York, ON M3H 2P8
Attn:                                                                    850,000

Jancar Investments Corp.
PO Box 1393
Nobleton, ON L0G 1N0
Attn:                                                                  1,000,000

Shane McCarthy
125 Manor Road East
Toronto, ON M4J 1R5                                                    1,000,000

MMJM Investment Inc.
1001 Sussex Boulevard
Broomall, PA  19008
Attn:                                                                  1,000,000

Morningside Capital Ltd.
c/o 13980 Jane St., King City,
ON, Canada L7B 1A3
Attn:                                                                  1,100,000



<PAGE>

Tabor 8, Inc.
11 Longboat Avenue
Toronto, ON M5A 4C9
Attn:                                                                    820,000

1331994 Ontario, Ltd.
PO Box 1393
Nobleton, ON L0G 1N0
Attn:
                                                                       1,150,000
Lorie Cowie
1603 Violet Cres.
Regina, Saskatchewan L3T 6Y7
                                                                         250,000
Natalie Baker
136 Summerdale Dr.
Thornhill, ON
                                                                         250,000
HTI Inc.
352 Maplegrove Dr.
Oakville, ON L6J 4V5
Attn:
                                                                         500,000
Anne Choquette
c/o 13980 Jane St., King City,
ON, Canada L7B 1A3
                                                                         500,000
Kimmo Oikkimus
713 Hyland St.
Whitby, ON L1N 6S1
                                                                         500,000
                                                                      ----------
Total                                                                 17,840,000