EXHIBIT 10.2


NEITHER  THIS  PROMISSORY  NOTE NOR THE SHARES OF COMMON STOCK  UNDERLYING  THIS
PROMISSORY NOTE WERE ISSUED IN A REGISTERED TRANSACTION UNDER THE SECURITIES ACT
OF 1933 (AS AMENDED,  THE "SECURITIES ACT"). THE SECURITIES EVIDENCED HEREBY MAY
NOT BE TRANSFERRED WITHOUT (1) AN OPINION OF COUNSEL  SATISFACTORY TO THE ISSUER
THAT  SUCH  TRANSFER  MAY  BE  LAWFULLY  MADE  WITHOUT  REGISTRATION  UNDER  THE
SECURITIES  ACT  AND  ALL  APPLICABLE   STATE   SECURITIES  LAW;  OR  (ii)  SUCH
REGISTRATION.



                           COMMERCIAL PROMISSORY NOTE


$125,000.00                                                 Dated: May ___, 2009


         FOR  VALUE  RECEIVED,   Infinity   Capital  Group,   Inc.,  a  Maryland
corporation   (hereinafter  "Maker"),   promises  to  pay  to  _________________
(Holder), payment to be sent to ___________or such other place as the Holder may
designate in writing,  the  principal  sum of One Hundred  Twenty Five  Thousand
Dollars and no/100 ($125,000.00), together with interest at ten percent (7%) per
annum thereon, due 90 days from date hereof.

         Maker has the right to prepay this Note in whole or in part at any time
during the term of this Note without premium or penalty.

         In event  Maker  shall (i)  default  in the  performance  of any of the
obligations,  covenants or agreements legally imposed by the terms of this Note,
or (ii)  apply for or  consent in  writing  to the  appointment  of a  receiver,
trustee,  or  liquidator  of  Maker  or  (iii)  file  a  voluntary  petition  in
bankruptcy,  or admit in writing Maker's  inability to pay Maker's debts as they
come due, or (iv) make general assignments for the benefit of creditors,  or (v)
file a petition or answer seeking reorganization or rearrangement with creditors
or taking  advantage of any insolvency law, or (vi) file an answer admitting the
material  allegations  of a  petition  filed  against  Maker in any  bankruptcy,
reorganization,  insolvency or similar proceedings, at the option of the Holder,
the  whole  indebtedness  evidenced  hereby  may be  declared  due and  payable,
whereupon  the entire  unpaid  principal  balance of this Note,  plus all unpaid
interest  accrued,  shall at once  mature  and become  due and  payable  without
presentment  or demand  for  payment or notice of the  intent to  exercise  such
option or notice of the exercise of such option by the Holder,  or notice of any
kind, all of which are hereby  expressly waived by Maker and may be collected by
suit or other legal proceedings.

         If all or any  part of the  amount  of this  Note  be  declared  due in
accordance with the other provisions  hereof,  Notice of Default shall be given,
in writing,  to Maker,  after five days of occurrence of default and Maker shall
have  10 days  after  written  Notice  of  Default,  to cure  the  default  plus
reasonable legal fees and costs incurred, if any.


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         Except as  otherwise  provided  herein,  the  Maker  and all  sureties,
guarantors  and  endorsers of this Note  severally  waive all notices,  demands,
presentments  for  payment,  notices  of  non-payment,  notice of  intention  to
accelerate the maturity,  notices of acceleration,  notices of dishonor, protest
and notice of protest,  diligence in collecting or bringing suit as to this Note
and as to each and all obligations hereunder and against any party hereto and to
the application of any payment on this obligation,  or as an offset hereto,  and
agree to all extensions,  renewals, partial payments,  substitutions or evidence
of  indebtedness  and the taking,  release or substitution of all or any part of
the  security or the release of any party liable  hereon with or without  notice
before or after maturity.

         It is the intention of the parties hereto to comply with the usury laws
applicable to this loan if any,  accordingly  it is agreed that  notwithstanding
any provision to the contrary in this Note or in any of the  documents  securing
payment  hereof no such  provision  shall  require  the  payment  or permit  the
collection of interest in excess of the maximum  permitted by law. If any excess
of interest is provided for,  contracted for, charged for or received,  then the
provisions  of this  paragraph  shall  govern and  control and neither the Maker
hereof nor any other party  liable for the payment  hereof shall be obligated to
pay the amount of such excess interest.  Any such excess interest which may have
been  collected  shall be, at the Holder's  option,  either  applied as a credit
against  the then unpaid  principal  amount  hereof or  refunded  to Maker.  The
effective  rate of interest shall be  automatically  subject to reduction to the
maximum  lawful  contract  rate allowed under the usury laws as now or hereafter
construed.  It is further agreed that without  limitation of the foregoing,  all
calculations of the rate of interest  contracted  for,  charged for, or received
under this Note which are made for the purposes of determining whether such rate
exceeds the maximum lawful rate,  shall be made, to the extent permitted by law,
by  amortizing,  prorating,  allocating  and spreading in equal parts during the
full stated  term of this Note,  all  interest  contracted  for,  charged for or
received from the Maker or otherwise by the Note Holder.

         Conversion Privilege: The Holder of this Note shall have the option, in
its sole discretion, until maturity and extension if mutually agreed, to convert
all or part of the principal balance and accrued interest of this Note to common
stock of the  Maker  at $.40 per  share.  Upon  receipt  of  Written  Notice  of
Election, the stock will be issued to those persons listed in the Written Notice
of Election provided by the Holder to Maker.

         In the  event  this Note is  placed  in the  hands of an  attorney  for
collection  (whether or not suit is filed),  or in the event it is  collected by
suit or through  bankruptcy,  probate,  receivership or other legal  proceedings
(including  foreclosure),  the  Maker  hereby  agrees  to pay to the  Holder  as
attorney's  fees a reasonable  amount in addition to the  principal and interest
then due hereon, and all other costs of collection.

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<PAGE>



         IN WITNESS  WHEREOF,  Maker has fully executed this Note as of the date
first above written.

                                          Infinity Capital Group, Inc.



                                          by:______________________________
                                                Gregory H. Laborde, President





















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