EXHIBIT 10.3

                      NOTE PARTICIPATION PURCHASE AGREEMENT

         This  AGREEMENT  dated  May  29,  2009,  by  and  among  ______________
("Seller"),  and each of his successors or assigns (________);  Infinity Capital
Group, Inc. a Maryland  corporation (the "Company") and The Pennsylvania  Avenue
Fund (referred to herein as the "Purchaser").


         WHEREAS,  the Purchaser wishes to purchase a participation in a certain
promissory  note as set forth on  Schedule  1 hereto  which  were  issued by the
Company  in the  amounts  set forth on  Schedule  1, and  which has the  current
outstanding principal balance set forth on Schedule 1 hereof "Note"); and

         WHEREAS,  ("Seller") is a bona fide owner and holder of the Note as set
forth on  Schedule 1 hereto and wishes to sell a  participation  in such Note to
the Purchaser on the terms and subject to the conditions set forth herein.

         NOW  THEREFORE,  for good and valuable  consideration,  the receipt and
sufficiency  of which is hereby  acknowledged,  the  parties  hereto to agree as
follows:

         1. In exchange for the sum of Twenty Five  Thousand  and no/100  United
States Dollars  (US$25,000.00) (the "Purchase Price"),  Seller, upon irrevocable
receipt of the Purchase Price,  hereby sell,  assign, and transfer to Purchaser,
without recourse or warranty except as hereafter stated, the following:

     (a)  A  participation  in the Note of an amount of  $25,000 as set forth on
          Schedule 1 hereto (the "Participation Note"); and;

     (b)  (i) Seller's pro rata  portion of any and all security  interests  and
          liens and related  property subject thereto from time to time securing
          payment by obligors under the  Participation  Note,  (ii) Seller's pro
          rata portion of all guaranties,  indemnities and warranties, and other
          agreements or  arrangements  of whatever  character  from time to time
          supporting  or  securing  payment  of  any  indebtedness   arising  in
          connection with the Participation  Note, each of (b)(i) and (b)(ii) as
          evidenced by that certain (iii) Security  Agreement dated May 29, 2009
          attached  hereto as Exhibit A (as  amended,  modified or  supplemented
          from  time to time,  the  "Security  Agreement"),  and (iv) the  Stock
          Pledge Agreement dated May 29, 2009,  attached hereto as Exhibit B (as
          amended, modified or supplemented from time to time, the "Stock Pledge
          Agreement").

     (c)  Seller hereby  acknowledges  Purchaser's right to elect to convert any
          portion of its  Participation  Note into the Company's  Common stock @
          $.40 per share, until paid.

         2. The closing of the  transaction  described  herein  (the  "Closing")
shall be completed on or before June __, 2009 (the  "Closing  Date").  Purchaser
and Seller shall exchange documents required hereby for this transaction.


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         3. Each of the parties hereto, respectively, as to itself, individually
and on its own behalf, hereby represents and warrants to each other party hereto
as follows:

                  (a)  Good  Standing  and  Qualification.   It  has  been  duly
incorporated  and is  validly  existing  in good  standing  under the law of its
incorporation  jurisdiction,  has the  corporate  power and authority to own and
operate its  properties  and assets and to carry on its  business  as  currently
conducted  and as presently  proposed to be conducted,  is duly  qualified to do
business and is in good standing as a foreign  corporation in all  jurisdictions
in which the nature of its  activities  and of its  properties  (both  owned and
leased) makes such qualification  necessary,  except for those  jurisdictions in
which failure to do so would not have a material  adverse effect on it or on its
business.

                  (b) Due Authorization. All corporate action on the part of its
board of directors,  members,  partners,  stockholders or similar governing body
necessary for the authorization,  execution, delivery of, and the performance of
its obligations  hereunder has been taken or will be taken prior to the Closing.
This Agreement  constitutes a valid and legally binding obligation,  enforceable
in  accordance  with its  terms,  except  as may be  limited  by (i)  applicable
bankruptcy,  insolvency,  reorganization  or other laws of  general  application
relating to or affecting the enforcement of creditors' rights generally and (ii)
the effect of rules of law governing the availability of equitable remedies.

         4. The  Purchaser  hereby represents and  warrants to  each other party
hereto that:

                  (a) Purchase  for Own  Account.  The Note will be acquired for
investment for the Purchaser's own account,  not as a nominee or agent,  and not
with a view to the public resale or  distribution  thereof within the meaning of
the Securities Act of 1933, as amended (the "Securities Act"), and Purchaser has
no present  intention of selling,  granting any  participation  in, or otherwise
distributing, the same.

                  (b) No  Solicitation.  At no time was the Purchaser  presented
with or solicited by any publicly issued or circulated  newspaper,  mail, radio,
television or other form of general  advertising or  solicitation  in connection
with the offer, sale and purchase of the Note.

                  (c) Disclosure of  Information.  Purchaser has received or has
had full access to all the information it considers  necessary or appropriate to
make an informed investment decision with respect to the Note. Purchaser further
has had an  opportunity  to ask questions  and receive  answers from the Company
regarding  the terms and  conditions  of the  offering of the Note and to obtain
additional  information (to the extent the Company possessed such information or
could acquire it without unreasonable effort or expense) necessary to verify any
information furnished to Purchaser or to which Purchaser had access.

                  (d)  Investment  Experience.  Purchaser  understands  that the
purchase of the Note involves  substantial risk.  Purchaser has experience as an
investor in securities of companies in the  development  stage and  acknowledges
that  Purchaser  is able to lend  for  itself,  can bear  the  economic  risk of
Purchaser's  investment  in the Note and has such  knowledge  and  experience in
financial or business matters that Purchaser is capable of evaluating the merits
and risks of this  investment in the Note and  protecting  the  Purchaser's  own
interests in connection with this investment in the Note .

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                  (e) Accredited Investor Status. Purchaser is familiar with the
definition  of, and qualifies as, an "accredited investor" within the meaning of
Regulation D promulgated under the Securities Act.

                  (f) Restricted Securities. Purchaser understands that the Note
is  characterized  as a "restricted  security" under the Securities Act and Rule
144 promulgated  thereunder  ("Rule 144") since they were acquired by the Seller
from the Company in a  transaction  not  involving a public  offering,  and that
under the Securities Act and applicable regulations thereunder,  the Note may be
resold without  registration  under the  Securities Act only in certain  limited
circumstances.  Purchaser  further  understands  that  the  Company  is under no
obligation  to register the Note and the Company has no present  plans to do so.
Furthermore, Purchaser is familiar with Rule 144 and understands the limitations
imposed  thereby and by the  Securities  Act on resale of the Note  without such
registration.  Purchaser understands that, whether or not the Note may be resold
in the future without  registration  under the Securities  Act, no public market
now exists for the Note and that it is  uncertain  whether a public  market will
ever exist for the Note.

         5.       Seller hereby represents and warrants to each other party here
-to that:

                  (a) Upon performance hereunder by Purchaser,  Seller waive any
breaches,  defaults or  accelerations  in existence on the date hereof under the
Note, the Security Agreement,  the Stock Pledge Agreement, or any other document
or agreement between Seller or either of them and the Company (collectively, the
"Related Documents").

                  (b)      Reserved.

                  (c) Subject in each case to the Subordination Agreement,  each
party hereto agrees to notify the other in advance prior to taking any action to
seize any  collateral  or  exercise  any right it may have with  respect  to any
collateral,  and to cooperate with the other to liquidate collateral as required
or permitted in the Related Documents.

         6.       The Company hereby represents and warrants to each other party
hereto that:

                  (a) The  Note  and the  Related  Documents  are,  and upon the
Closing shall be and constitute the valid and legally binding obligations of the
Company,  enforceable in accordance with their  respective terms as to Purchaser
as assignee of Seller with respect to the Note and the Related Documents, except
as may be limited by (i) applicable  bankruptcy,  insolvency,  reorganization or
other laws of general  application  relating to or affecting the  enforcement of
creditors'  rights  generally  and (ii) the effect of rules of law governing the
availability of equitable remedies.

                  (b) Immediately  after the Closing,  the Company shall file at
its expense with all applicable  authorities,  any and all assignments and other
documents and things  necessary to reflect  Seller's  assignment of its security
interest as to the Note to Purchaser.

         7.  Governing  Law. This  Agreement  shall be governed by and construed
under  the  internal  laws of the  State of New  Jersey,  without  reference  to
principles of conflict of laws or choice of laws.  Venue shall be had in a state
court of New Jersey,  and no other  place  without  the  express  prior  written
consent of all parties.

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         8. Counterparts;  Facsimile Signatures.  This Agreement may be executed
in two or more counterparts,  each of which shall be deemed an original, but all
of which together shall constitute one and the same  instrument.  This Agreement
may be executed and delivered to the Escrow Agent by  facsimile,  or by email to
the Escrow Agent in portable document format (pdf) and delivery of the signature
page by such method  will be deemed to have the same  effect as if the  original
signature had been delivered to the other parties.

         9.  Headings;  Interpretation.  In this  Agreement,  (i) the meaning of
defined terms shall be equally  applicable to both the singular and plural forms
of the  terms  defined;  (ii)  the  captions  and  headings  are  used  only for
convenience  and are not to be considered in  construing  or  interpreting  this
Agreement and (iii) the words  "including,"  "includes"  and "include"  shall be
deemed to be followed by the words "without  limitation." All references in this
Agreement  to  sections,  paragraphs,   exhibits  and  schedules  shall,  unless
otherwise  provided,  refer to sections and  paragraphs  hereof and exhibits and
schedules  attached hereto, all of which exhibits and schedules arc incorporated
herein by this reference.

         10. Severability.  If one or more provisions of this Agreement are held
to be  unenforceable  under  applicable  law,  then such  provision(s)  shall be
excluded  from  this  Agreement  and  the  balance  of the  Agreement  shall  be
interpreted as if such provision(s) were so excluded and shall be enforceable in
accordance with its terms.

         11. Entire  Agreement.  This Agreement,  together with all exhibits and
schedules  hereto,  constitute  the entire  agreement and  understanding  of the
parties  with respect to the subject  matter  hereof and  supersede  any and all
prior  negotiations,   correspondence,   agreements,  understandings  duties  or
obligations between the parties with respect to the subject matter hereof.

         12. Further Assurances. From and after the date of this Agreement, upon
the written  request of any party  hereto made to any other party  hereto,  each
party  hereto  shall  execute  and deliver  such other and further  instruments,
documents  or other  writings as may be  reasonably  necessary  or  desirable to
confirm and carry out and to  effectuate  fully the intent and  purposes of this
Agreement.  Any such  execution  and delivery  shall in any event be made within
three (3) business days after such written request is made.

                            [SIGNATURE PAGES FOLLOW]




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         IN WITNESS WHEREOF,  the parties hereto have executed this Agreement as
of the date first set forth above.

                                     INVESTOR
                                     By:

                                     By:________________________________________
                                     Name:______________________________________
                                     Title:_____________________________________



                                     INFINITY CAPITAL GROUP, INC.

                                     By:________________________________________
                                     Name:______________________________________
                                     Title:_____________________________________


                                     THE PENNSYLVANIA AVENUE FUND

                                     By:

                                     By:________________________________________
                                     Name:______________________________________
                                     Title:_____________________________________






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                                   Schedule 1



Principle Balance as of May 29, 2009                          $125,000

Remaining Term Note Principal after Stock payment
         Principal Balance                                    $25,000
         Approximate %                                        20%

Seller
         Balance                                              $100,000
         Retained                                             80%





























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