MODIFICATION AGREEMENT TO
                                PROMISSORY NOTES

This  MODIFICATION  AGREEMENT is made as of December  31, 2005 between  Infinite
Group, Inc., a Delaware corporation with offices at 595 Blossom Road, Suite 309,
Rochester,  NY 14610 ("Borrower") and Carle C. Conway, an individual residing at
10113 NE Kitsap Street, Bainbridge Island, WA 98110 ("Lender").

WHEREAS,  Lender  is the  holder  of three (3)  Promissory  Notes  issued by the
Borrower to the Lender,  as described in more detail in the attached  Schedule A
(collectively, the Notes); and

WHEREAS, the parties desire to modify the terms and conditions of the Promissory
Notes as follows:

NOW, THEREFORE, the parties agree as follows:

      1)    The Notes and each of them are  modified to provide that the time at
            which the entire  principal  balance and accrued and unpaid interest
            shall be due and payable is January 1, 2008.

      2)    Monthly  interest  payments  shall continue to be payable during the
            revised term of the Notes on the same day of every month as provided
            in each of the Notes.

      3)    Except as modified by this  Agreement,  all of the terms,  covenants
            and conditions of the Notes shall remain the same.

In witness  whereof,  Borrower and Lender have executed this Agreement under the
day and year first written above.

INFINITE GROUP, INC.


/s/ Michael S. Smith
--------------------
By: Michael S. Smith, President


/s/ Carle C. Conway
-------------------
    Carle C. Conway




                    PROMISSORY NOTES OF INFINITE GROUP, INC.
                   IN FAVOR OF NORTHEAST HAMPTON HOLDINGS, LLC


Holder                                      Principal Amt                Date

Carle C. Conway                               $150,000                  8/13/03
Carle C. Conway                               $ 50,000                  1/16/04
Carle C. Conway                               $ 65,000                  3/11/04