EXHIBIT 10.4

                          SECURITY AND PLEDGE AGREEMENT


         THIS AGREEMENT,  dated May 29,  2009, made  by  Infinity Capital Group,
Inc., and GHL Group Ltd ("Pledgors") to ___________________ ("Lender")

         PRELIMINARY STATEMENTS:

         Pledgors  have agreed to secure a  Promissory  Note for  $125,000  from
Infinity  Capital  Group,  Inc. to Lender dated as of even date  herewith  (said
Promissory Note, as it may hereafter be amended or otherwise  modified from time
to time, being  interchangeable with the words "Loan" or "Loan Agreement" herein
with the  Pledgors).  It is a  condition  precedent  to the  making of a loan by
Lender under the Agreement that Pledgors shall have made the pledge contemplated
by this Agreement.

         NOW, THEREFORE, in consideration of the premises and in order to induce
Lender to make the Loan under the Agreement, Pledgors hereby agrees as follows:

         SECTION 1.  Pledge.  Pledgors  hereby pledge,  transfer  and  assign to
Lender  and any  assigns  and  grants  to Lender a  security  interest  in,  the
following (the "Pledged Collateral"):

         a) 200,000 shares of common stock of Strategic Energy and Environmental
Resources,  Inc., a Nevada  corporation;  represented in Cert.  #1173,  owned by
Infinity Capital Group, Inc. and

         b) 250,000  shares of Infinity  Capital Group, Inc. owned by GHL Group,
Ltd. from Cert. #1257.

         SECTION 2. Security for Obligations. This Security and Pledge Agreement
secures the payment of all  obligations  present or future,  direct or indirect,
absolute or  contingent,  matured or not, of either of Pledgors to Lender  under
the Loan  Agreement,  or this  Agreement  the  note  evidencing  the  loan  made
thereunder (the "Note"), whether for principal, fees, expenses or otherwise, and
all obligations present or future,  direct or indirect,  absolute or contingent,
matured  or not of either  of  Pledgors  to  Lender  under  this  Agreement  and
Promissory Note (all such obligations of Pledgors being the "Obligations").

         SECTION 3.        Delivery of Pledged Collateral.

         (a) All  certificates  or  instruments  representing  or evidencing any
Pledged  Collateral  shall be  delivered  to and held by or on  behalf of Lender
pursuant hereto and shall be in suitable form for transfer by delivery, or shall
be accompanied by duly executed  instruments of transfer or assignment in blank,
all in form and  substance  satisfactory  to  Lender.  Ten day  after  Notice of
Default,  if not  cured,  Lender  shall  have  the  right,  at any  time  in its
discretion and without notice to Pledgors,  to transfer to or to register in the
name of Lender or any of its nominees any or all of the Pledged  Collateral.  In
addition,  Lender shall have the right at any time to exchange  certificates  or

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instruments  representing or evidencing  Pledged  Collateral for Certificates or
instruments of smaller or larger denominations.

         (b) Pledgors shall, upon the request of Lender, deliver, or cause to be
delivered  to Lender any or all of the  Pledged  Collateral  not  referred to in
Section  3(a) or (b) if  Lender  determines  in its sole  discretion  that  such
delivery will enhance, protect,  maintain, create or otherwise aid Lender in the
perfection or maintenance of the security interests created hereby.

         SECTION 4.        Perfecting Security Interest.
                           ----------------------------

         (a)  Pledgors  shall  cause a UCC-1 to be filed with the  Secretary  of
State of Maryland  evidencing  the pledge of the assets  described in Section 1,
and Pledgors  shall cause any filings to be made and assist Lender in giving any
notice as may be required to perfect or maintain  Lender's  security interest in
Pledgors's  property.  In addition,  Pledgors  shall  deposit the Pledged  stock
shares in escrow,  together with duly executed and  guaranteed  stock powers for
the Pledged shares.

         (b)  Upon delivery  in   escrow,  Lender  security  interest  is deemed
perfected.

         SECTION 5.  Representations  and  Warranties. Pledgors  represents  and
warrants as follows:

         (a) Pledgors are the full and legal owners of the Pledged  Shares,  and
no other person has or will have any superior right, title, interest or claim in
or to the Pledged Shares or to the proceeds  thereof,  or any part thereof.  The
Pledged  Shares have been duly  authorized and validly issued and are fully paid
and nonassessable.

         (b) Pledgors are, and as to the Pledged  Collateral  acquired after the
date hereof,  will be, the legal and beneficial owner of the Pledged  Collateral
free and  clear of any  lien,  security  interest,  option  or other  charge  or
encumbrance, except for the security interest created by this Agreement.

         (c) The pledge of the Pledged  Collateral  pursuant  to this  Agreement
creates a valid and perfected  first priority  security  interest in the Pledged
Collateral securing the payment of the Obligations.

         (d) Pledgors are duly organized,  validly existing and in good standing
under  the  laws of its  jurisdiction  of  incorporation  and has all  requisite
corporate  power,  capacity  and  authority  (i) to own,  lease and  operate its
assets,  properties  and  business  and to carry on its  business  as now  being
conducted,  and (ii) to execute,  deliver and perform its obligations under this
Agreement.  The  execution,  delivery and  performance  of this  Agreement,  the
Financial Agreement and the consummation of the transactions contemplated hereby
and therein  have been duly  authorized  by all  necessary  corporate  action by
Pledgors.

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         (e)  The  execution,  delivery  and  performance  by  Pledgors  of this
Agreement do not and will not violate or conflict  with or result in a breach of
or  constitute  (or with notice or lapse of time or both  constitute)  a default
under (a) the incorporating  documents or by-laws, (b) any indenture,  mortgage,
bond,  license,  permit or loan or credit  agreement  or any other  agreement or
instrument  to which  Pledgors  are a party or by which  Pledgors  or any of its
properties  may be bound or  affected  or (c) any  statute  or law or  judgment,
decree, order, writ, injunction, regulation or rule of any court or governmental
authority of any state or of the United States or any political  subdivision  of
the  foregoing.  The  execution,  performance  and  delivery by Pledgors of this
Agreement will not result in the creation of any lien with respect to the assets
of  Pledgors  except for the lien  created  hereby  with  respect to the Pledged
Collateral.

         (f) This Agreement constitutes a legal, valid and binding obligation of
Pledgors  enforceable  against  Pledgors in accordance  with its terms except as
enforceability  may be limited  by (i) any  applicable  bankruptcy,  insolvency,
reorganization, winding up, moratorium or other similar laws now or hereafter in
effect  relating  to the  enforcement  of  creditors'  rights  and (ii)  general
equitable   principles  including  rules  governing  the  granting  of  specific
performance and injunctive relief,  which are within the discretion of the court
having jurisdiction.

         (g)  No  authorization,   consent,   validation,   approval,   license,
qualification   or  forma  exemption   from,  and  no  filing,   declaration  or
registration with, any court, governmental agency or regulatory authority or any
securities exchange or any other person, whether located in the United States or
elsewhere,  is required (i) in  connection  with the  authorization,  execution,
delivery or  performance  by Pledgors of this  Agreement,  the Agreement and the
transactions  contemplated  thereby other than the Regulatory Approvals (ii) for
the pledge by Pledgors of the Pledged  Collateral  pursuant to this Agreement or
for the execution,  delivery or performance by Pledgors of this  Agreement,  the
Agreement,  (ii) for the pledge by Pledgors of the  Collateral  pursuant to this
Agreement  or for  the  execution,  delivery  or  performance  of the  Financial
Agreement  by  Pledgors,  or (iii) for the  exercise  by Lender of the voting or
other rights  provided  for in this  Agreement or the remedies in respect of the
Pledged  Collateral  pursuant  to this  Agreement  (except as may be required in
connection  with such  disposition  by laws  affecting  the offering and sale of
securities generally).

         (h)  Complete and correct  copies of the  incorporating  documents  and
by-laws of Pledgors as of the date hereof have been provided to the Lender on or
prior to the date hereof and are in full force and effect.

         (i)  Except as  disclosed  herein  there is no action,  suit,  inquiry,
litigation,  arbitration or administrative or legal proceeding presently pending
or, to the best knowledge of Pledgors,  threatened  against  Pledgors before any
court or administrative agency of any country or subdivision thereof.

         (j) Neither Pledgors nor any portion of Pledgors' property is immune or
exempt from the exercise of  jurisdiction,  whether  arising  through service or
notice of judicial process, attachment or seizure prior to judgment,  attachment
or seizure in aid of execution following judgment or otherwise, by the courts of
the State of Maryland or any other  state,  province,  country,  nation or other
territorial  jurisdiction in which any portion of Pledgors'  property is located

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or business is conducted except to the extent,  if any, that jurisdiction may be
limited by bankruptcy, insolvency,  reorganization and other similar laws now or
hereinafter  in  effect  relating  to  the  enforcement  of  creditors'   rights
generally.

         (k) The  representations  and  warranties set forth herein hereof shall
survive the  execution  of this  Agreement  and shall  continue as long as there
shall be any  Indebtedness  outstanding  under this Agreement as if repeated and
given again to Lender on each day during the term hereof.

         SECTION 6. Further Assurances. Pledgors agree that at any time and from
time to time, at the expense of Pledgors,  Pledgors  will  promptly  execute and
deliver all further instruments and documents, and take all further action, that
may be necessary or desirable,  or that Lender may request,  in order to perfect
and protect any security  interest  granted or purported to be granted hereby or
to enable Lender to exercise and enforce its rights and remedies  hereunder with
respect to any Pledged  Collateral,  including without  limitation filing one or
more UCC-1s to protect Lender's  security interest in Pledgors Rights and making
any filing  statement or appearance  before or with any insurance  commission or
other regulatory authority.  Pledgors authorize Lender to file, in jurisdictions
where this authorization will be given effect, a financing statement signed only
by Lender  covering  the Pledged  Collateral.  Pledgors  will join Lender at its
request in executing all financial statements in form satisfactory to Lender and
Pledgors will pay the cost of filing or recording any such  financial  statement
or of this Agreement if it is deemed by Lender to be necessary or desirable.

         SECTION 7. Lender Appointed  Attorney-in-Fact.  Pledgors hereby appoint
Lender as Pledgors' attorney-in-fact, with full authority in the place and stead
of  Pledgors  and in the name of  Pledgors  or  otherwise,  from time to time in
Lender's  discretion  to take any  action and to execute  any  instrument  which
Lender may deem  necessary  or  advisable  to  accomplish  the  purposes of this
Agreement,  including,  without limitation,  to receive, endorse and collect all
instrument  made  payable  to  Pledgors   representing  any  dividend  or  other
distribution  in respect of the Pledged  Collateral  or any part  thereof and to
give full discharge for the same.

         SECTION  8.  Lender  May  Perform.  If  Pledgors  fail to  perform  any
agreement contained herein,  Lender may itself perform, or cause performance of,
such  agreement,  and the expenses of Lender  incurred in  connection  therewith
shall be payable by Pledgors under Section 11.

         SECTION 9. Reasonable  Care.  Lender shall exercise  reasonable care in
the custody of the Pledged  Collateral in its possession or control hereunder at
any  time.  Lender  shall be  deemed to have  exercised  reasonable  care in the
custody and  preservation  of the Pledged  collateral  in its  possession if the
Pledged  Collateral  is  accorded  treatment  substantially  equal to that which
lender accords its own property,  it being understood that Lender shall not have
any  responsibility for (i) ascertaining or taking action with respect to calls,
conversions,  exchanges,  maturities,  tenders or other matters  relative to any
Pledged Collateral,  whether or not Lender has or is deemed to have knowledge of
such matters,  or (ii) taking any necessary steps to preserve rights against any
parties with respect to any Pledged Collateral.

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         SECTION 10.  Remedies upon Default.  If any Event of Default shall have
occurred and be continuing:

         (a)  Lender may  exercise  in respect  of the  Pledged  Collateral,  in
addition to other rights and remedies provided for herein or otherwise available
to it, all the  rights  and  remedies  of a secured  party on default  under the
Uniform Commercial Code (the "Code") in effect in the State of Maryland,  except
as required  by  mandatory  provisions  of law and except to the extent that the
validity  or  perfection  of  the  security  interest  hereunder,   or  remedies
hereunder,  in respect of any particular  Pledged Collateral are governed by the
laws of a  jurisdiction  other than the State of  Maryland,  at that  time,  and
Lender may also,  without notice except as specified below,  exercise any voting
or other  consensual  rights with  respect to the Pledged  Collateral,  sell the
Pledged  Collateral  or any part  thereof  in one or more  parcels  at public or
private sale, at any exchange,  broker's board or at any of Lender's  offices or
elsewhere, for cash, on credit or for future delivery, and upon such other terms
as Lender may deem commercially reasonable.  Pledgors agrees that, to the extent
notice of sale shall be required  by law, at least ten days'  notice to Pledgors
of the time and place of any  public  sale or the time after  which any  private
sale is to be made shall constitute reasonable notification. Lender shall not be
obligated to make any sale of Pledged  Collateral  regardless  of notice of sale
having  been given.  Lender may adjourn any public or private  sale from time to
time by announcement  at the time and place fixed  therefor,  and such sale may,
without  further  notice,  be made at the  time  and  place  to  which it was so
adjourned.

         (b) Any cash held by Lender as Pledged Collateral and all cash proceeds
received  by  Lender  in  respect  of any  sale  of,  collection  from or  other
realization  upon  all or  any  part  of  the  Pledged  Collateral  may,  in the
discretion of Lender,  be held by Lender as  collateral  for, and then or at any
time  thereafter  applied  (after  payment of any amounts  payable to Lender) in
whole or in part by Lender  against,  all or any part of the Obligations in such
order as Lender  shall  elect.  Any  surplus of such cash or cash  proceeds  and
interest accrued thereon,  if any, held by Lender and remaining after payment in
full of all the Obligations  shall be paid over to Pledgors or to whomsoever may
be lawfully entitled to receive such surplus, provided that Lender shall have no
obligation  to invest or  otherwise  pay  interest on any amounts held by him in
connection with or pursuant to this Agreement.

         (c) All rights and remedies of Lender  expressed herein are in addition
to all other rights and remedies possessed by Lender in the Financial Agreement,
all third party guaranties and any other agreement or instrument relating to the
Obligations.

         SECTION  11.  Expenses.  Pledgors  will upon  demand  pay to Lender the
amount of any and all reasonable  expenses,  including the  reasonable  fees and
expenses of its counsel and of any experts and agents, which Lender may incur in
connection with (i) the  administration  of this Agreement,  (ii) the custody or
preservation of, or the sale of, collection from, or other realization upon, any
of the  Pledged  Collateral,  (iii) the  exercise or  enforcement  of any of the
rights of Lender hereunder of (iv) the failure by Pledgors to perform or observe
any of the provisions hereof.

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         SECTION 12.  Security  Interest  Absolute.  All  rights of  Lender  and
security interests hereunder,  and all obligations of Pledgors hereunder,  shall
be absolute and unconditional irrespective of:

                  (i)    any lack of validity or enforceability of the Financial
Agreement, or any other agreement or instrument relating thereto;

                  (ii) any change in the time, manner, place or terms of payment
of,  or in any  other  term  of,  all or any of the  Obligations,  or any  other
amendment  or waiver  of or any  consent  to any  departure  from the  Financial
Agreement;

                  (iii) any sale, exchange,  release, surrender or nonperfection
of any other collateral,  or any release or amendment or waiver of or consent to
departure  from any guaranty,  for all or any of the  Obligations  or any setoff
against all or any of the Obligations; or

                  (iv) any other circumstance which might otherwise constitute a
defense available to, or a discharge of, the Borrower or a third-party Pledgors.

         SECTION 13. Amendments, etc. No amendment or waiver of any provision of
this Agreement,  nor consent to any departure by Pledgors herefrom, shall in any
event be effective unless the same shall be in writing and signed by Lender, and
then such waiver or consent shall be effective only in the specific instance and
for the specific purpose for which given.

         SECTION 14. Addresses for Notices. All notices and other communications
provided   for   hereunder   shall   be  in   writing   (including   telegraphic
communication),  mailed or  telegraphed  or delivered to it,  addressed to it at
such party's address specified in the Financial Agreement; or as to either party
at such other address as shall be  designated by such party in a written  notice
to each other party complying as to delivery with the terms of this Section. All
such  notices  and other  communications  shall,  when  mailed  or  telegraphed,
respectively,  be  effective  when  deposited  in the mails or  delivered to the
telegraph company, respectively, addressed as aforesaid.

         SECTION 15. Continuing Security Interest. This Agreement shall create a
continuing  security interest in the Pledged  Collateral and shall (i) remain in
full force and effect until payment in full of the Obligations,  (ii) be binding
upon  Pledgors,  its  successors  and  assigns and (iii) inure to the benefit of
Lender  and its  successors,  transferees  and  assigns.  Without  limiting  the
generality  of the  foregoing  clause  (iii),  Lender  may  assign or  otherwise
transfer the Financial  Agreement to any other person or entity,  and such other
person or entity shall thereupon  become vested with all the benefits in respect
thereof  granted to Lender herein or otherwise.  Upon the payment in full of the
Obligations,  Pledgors shall be entitled to the return,  upon its request and at
its expense,  of such of the Pledged  Collateral  as shall not have been sold or
otherwise applied pursuant to the terms hereof.

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         SECTION 16.  Governing Law; Terms.  This Agreement shall be governed by
and  construed in accordance  with the laws of the State of Maryland,  except as
required  by  mandatory  provisions  of law and  except to the  extent  that the
validity  or  perfection  of  the  security  interest  hereunder,   or  remedies
hereunder,  in respect of any particular  Pledged Collateral are governed by the
laws of a  jurisdiction  other  than the  State of  Maryland.  Unless  otherwise
defined  herein,  terms defined in the Uniform  Commercial  Code in the State of
Maryland are used herein as therein defined.

         IN WITNESS  WHEREOF,  Pledgors  has caused  this  Agreement  to be duly
executed and delivered by its officer  thereunto duly  authorized as of the date
first above written.


                                    PLEDGORS:


                                    Infinity Capital Group, Inc.


                                    By:_________________________________________
                                        Gregory H. Laborde, President




                                    GHL Group, Ltd.



                                    By: _____________________________________
                                        Gregory H. Laborde, Manager




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                                   STOCK POWER


         FOR  VALUE  RECEIVED,   ____________________   hereby  sells,  assigns,
transfers and waives any claim whatsoever, to 200,000 shares of Strategic Energy
and  Environmental  Resources,  Inc. the Common Stock  represented by the within
Certificate    and   does   hereby    irrevocably    constitute    and   appoint
________________________________  to transfer the said stock on the books of the
within-named corporation with full power of substitution in the premises.

         Dated: _____________________, 20___

                                              -----------------------------

                                              SSN: _________________________


                                              ------------------------------

                                              SSN: _________________________

Signature Guaranteed:

By: ____________________

The  signature(s)  should be  guaranteed  by an eligible  guarantor  institution
(Banks,  Stockbrokers,  Savings  and Loan  Associations  and Credit  Unions with
membership in an approved signature guarantee  Medallion  Program),  pursuant to
SEC Rule 17Ad-15.



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                                   STOCK POWER


         FOR  VALUE  RECEIVED,   ____________________   hereby  sells,  assigns,
transfers and waives any claim whatsoever, to 250,000 shares of Infinity Capital
Group,  Inc. the Common Stock  represented  by the within  Certificate  and does
hereby irrevocably  constitute and appoint  ________________________________  to
transfer the said stock on the books of the  within-named  corporation with full
power of substitution in the premises.

         Dated: _____________________, 20___

                                             -----------------------------

                                             SSN: _________________________


                                             ------------------------------

                                             SSN: _________________________

Signature Guaranteed:

By: ____________________

The  signature(s)  should be  guaranteed  by an eligible  guarantor  institution
(Banks,  Stockbrokers,  Savings  and Loan  Associations  and Credit  Unions with
membership in an approved signature guarantee  Medallion  Program),  pursuant to
SEC Rule 17Ad-15.




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