MODIFICATION AGREEMENT No. 2 TO
                                PROMISSORY NOTES

This  MODIFICATION  AGREEMENT No. 2 is made as of June 1, 2005 between  Infinite
Group, Inc., a Delaware corporation with offices at 595 Blossom Road, Suite 309,
Rochester, NY 14610 ("Borrower") and Northwest Hampton Holdings, LLC, a New York
limited  liability  company with an address at 6640 Golf View Rise,  Victor,  NY
14564 ("NWHH").

WHEREAS,  NWHH is the holder of eight (8) Promissory Notes originally  issued by
the Borrower to Northeast Hampton Holdings,  LLC ("NEHH"),  as described in more
detail in the attached Schedule A (collectively, the Notes); and

WHEREAS,  NEHH has  assigned  the Notes to NWHH  pursuant  to an  Assignment  of
Promissory Notes dated December 1, 2004; and

WHEREAS,  NWHH and the  Borrower  are  parties to a  Modification  Agreement  to
Promissory  Notes dated December 1, 2004 pursuant to which,  among other things,
the parties  agreed that the holder shall have the right in its sole  discretion
upon  written  notice to the  Borrower  at any time after  September  1, 2005 to
convert all or part of the principal amount of the Notes,  together with accrued
and unpaid interest,  for common stock of the Borrower at the conversion rate of
$.05  per  share,   as  adjusted  to  reflect   stock   splits,   distributions,
recapitalizations, etc.; 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 holder
            shall have the right in its sole discretion upon written notice to
            the Borrower at any time after November 30, 2005 to convert all or
            part of the principal amount of the Notes, together with accrued and
            unpaid interest, for common stock of the Borrower at the conversion
            rate of $.05 per share, as adjusted to reflect stock splits,
            distributions, recapitalizations, etc.

      2)    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 NWHH have executed this Agreement under the day
and year first written above.

INFINITE GROUP, INC.

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

NORTHWEST HAMPTON HOLDINGS, LLC

---------------------------------
By: James A. Villa, President






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

Holder                       Principal Amt                       Date

Northeast Hampton

Holdings, LLC                  $100,000                        1/16/03
Northeast Hampton
Holdings, LLC                  $100,000                        7/17/03
Northeast Hampton
Holdings, LLC                  $    800                        9/10/03
Northeast Hampton
Holdings, LLC                  $  3,000                        11/5/03
Northeast Hampton
Holdings, LLC                  $ 40,000                        11/6/03
Northeast Hampton
Holdings, LLC                  $ 50,000                       11/21/03
Northeast Hampton
Holdings, LLC                  $  2,000                        1/30/04
Northeast Hampton
Holdings, LLC                  $ 22,000                        3/11/04