COLLATERAL SECURITY AGREEMENT

      THIS  COLLATERAL  SECURITY  AGREEMENT  (this  "Agreement")  is  made as of
February 15, 2006 by and between  NORTHWEST  HAMPTON  HOLDINGS,  LLC, a New York
limited liability company with an address at 308 Rock Beach Road, Rochester,  NY
14617  ("Lender")  and INFINITE  GROUP,  INC., a Delaware  corporation  with its
principal  office  at  595  Blossom  Road,  Suite  309,   Rochester,   NY  14610
("Borrower").

      WHEREAS,  the Borrower has  executed and  delivered to the Lender  certain
Promissory Notes (the "Notes") as more  specifically  identified on the attached
Schedule A; and

      WHEREAS,  in consideration of the Lender's  agreement to lend money to the
Borrower,  the Borrower has agreed to secure its debts and obligations under the
Note (the "Obligations"), with the pledge, assignment, transfer and grant of the
security interest as provided in this Agreement.

      NOW, THEREFORE, in consideration of the foregoing and the mutual covenants
contained herein, the parties agree as follows:

      1. Grant of a Security Interest. As inducement for Lender to lend money to
Borrower, the Borrower hereby grants to Lender, as collateral for the payment or
repayment of Borrower's  obligations  under the Note, a security  interest under
the  Uniform  Commercial  Code for the State of New York,  in all of  Borrower's
assets,  presently  existing  or  hereafter  arising,  now  owned  or  hereafter
acquired,  and proceeds thereof (the  "Collateral"),  to be and remain effective
during any time when any indebtedness or Obligations  whatsoever exist under the
Notes.

      2. Obligations Secured. This pledge, assignment,  transfer, and grant of a
security  interest  is made to secure to Lender the prompt and full  payment and
performance of all of the Obligations in accordance with the terms of the Note.

      3.  Representations  and  Warranties.  The  Borrower  hereby  warrants and
represents to the Lender and covenants and agrees with the Lender as follows:

            a.    The Borrower is the record owner of the  Collateral,  free and
                  clear  of any  and  all  claims,  liens,  security  interests,
                  attachments  and  encumbrances  except  those set forth in the
                  attached Schedule B.

            b.    The Borrower has full power,  right and  authority to execute,
                  deliver and perform the pledge, assignment, transfer and grant
                  of the  security  interest  set forth  herein  and no  further
                  action  is  necessary  on the part of  Borrower  to make  this
                  Agreement  valid and binding upon Borrower in accordance  with
                  its terms.

            c.    The execution,  delivery,  nor performance by Borrower of this
                  Agreement  and/or the Note will not conflict  with,  or result
                  in, a violation or breach of any terms or  provisions  of, nor
                  constitute a default under,  the Certificate of  Incorporation
                  of Borrower, or under an indenture,  mortgage,  deed of trust,
                  or other  contract or agreement to which  Borrower is a party,
                  by which it or its property is bound.

      4. Release of Collateral Upon Borrower's Payments.  The parties agree that
upon  the  Borrower's  payment  to  the  Lender  and  satisfaction  of  all  the
Obligations under the Notes in accordance with the Notes, or upon the conversion
of the Notes in their  entirety in accordance  with the provisions of the Notes,
that the Collateral and the security  interest created therein shall be released
from the provisions of this Agreement.


<PAGE>

      5.  Covenants.  Notwithstanding  any  provision  herein and as long as any
amount of the  principal  and  interest  of the Note  remains  unpaid,  Borrower
covenants and agrees that it shall:

            a.    Not sell,  transfer,  convey, lease or encumber (other than as
                  expressly  contemplated  by this  Agreement)  any  part of the
                  Collateral, except that Borrower may grant a security interest
                  in the  Collateral  provided it is in a position  secondary to
                  this Collateral Security Agreement and does not interfere with
                  the  terms  of  this  agreement  and  Borrower  may  sell  and
                  substitute Collateral in the ordinary course of business.

            b.    Pay when due all taxes,  assessments and other  liabilities of
                  every nature which may be levied or assessed  against Borrower
                  or the  Collateral,  except and so long as  contested  in good
                  faith.

            c.    In the event that  Borrower  shall be sued or any  substantial
                  claims made against it which could materially adversely affect
                  its  financial  condition  or its  ability  to pay the Note or
                  comply with and fulfill all the terms and  provisions  of this
                  Agreement,  give written notice to Lender within ten (10) days
                  of knowledge thereof, containing sufficient details to apprize
                  Lender of the nature thereof.

            d.    Defend the  Collateral  against  all claims and demands of all
                  persons claiming the same or any interest therein, which exist
                  or are  caused by facts and  circumstances  arising  after the
                  date hereof.

            e.    Promptly  notify  Lender of any change in the  location of the
                  Collateral.  f. Not use the  Collateral  in  violation  of any
                  applicable laws, statutes, regulations or ordinances.

Any and all of the  foregoing  may from  time to time be waived  in  writing  by
Lender.

      6. Events of Default.  Upon Borrower's  breach of any term or condition of
this Agreement  and/or the Note (an "Event of Default"),  Borrower  shall,  upon
giving Lender ten (10) days advance  written  notice and  Borrower's  failure to
cure an event of default within said notice period,  be entitled to exercise any
and all available rights including, but not by way of limitation, the following:

            a.    The right to declare all obligations secured by this

            Agreement  immediately  due  and  payable.  b.  All of  the  rights,
                  remedies  and  powers of a secured  party,  including  without
                  limitation   all  rights,   remedies   and  powers  under  the
                  provisions  the  Uniform  Commercial  Code as adopted  and set
                  forth in the  statutes  of the State of New York  (the  "UCC")
                  and,  to the  extent  that a  reasonable  notice  of  sale  or
                  disposition  is required  under the UCC,  with  respect to any
                  portion of the Collateral,  that  requirement  shall be met if
                  such notice is mailed by certified or registered mail, postage
                  prepaid,  to the Borrower at its address  above at least seven
                  (7) days before the time of the sale or other disposition.

            c.    The right to seize the Collateral covered by this Agreement in
                  such order and such amounts as Creditor shall choose.


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<PAGE>

            d.    The right to have a receiver appointed by a court of competent
                  jurisdiction  to  collect,  gather and  possess  any assets of
                  Borrower and to operate Borrower's business.

            e.    The right to collect from Borrower any and all costs  incurred
                  by Lender in  exercising  its  rights  under  this  Agreement,
                  including but not limited to collection  costs and  reasonable
                  attorneys' fees.

Debtor further  understands and agrees that any breach of any provisions  hereof
by Borrower will cause  irreparable  harm and damage to Lender.  Borrower hereby
expressly  agrees  that  Lender  shall be  entitled  to  enjoin  any  actual  or
threatened  violation of any of the provisions of this Agreement or the Note. In
addition to injunctive relief, Lender may recover damages for any loss caused by
a violation or breach of any of the provisions  thereof.  All remedies hereunder
are  cumulative  and not exclusive of any other  remedies  provided at law or in
equity.  Upon the occurrence of an Event of Default,  after having  received ten
(10) days advance  written notice and  Borrower's  failure to cure such Event of
Default  within  said  notice  period,  Borrower  appoints  Lender,  as the duly
appointed  attorney-in-fact  of Borrower,  with full power of  substitution  and
grants to Lender or its  permitted  assignee  the full power and right to do any
and all things  necessary  to be done in and about the  Collateral  as fully and
effectually as Borrower might or could do but for this  appointment,  and hereby
ratifies all that said attorney-in-fact shall lawfully do or cause to be done by
virtue hereof. In addition to and  notwithstanding  the foregoing,  in the event
that an Event of Default is uncured with the 10-day notice period,  the Borrower
covenants and agrees to assist the Lender to the extent  necessary to render the
Collateral  suitable for sale,  and to assist the Lender in connection  with the
liquidation  and sale of the  Collateral in as  expeditious a manner as possible
under the circumstances. Neither Lender, its permitted assignee nor their agents
shall be  liable  for any acts or  omissions  or for any  error of  judgment  or
mistake of fact or law in its capacity as such  attorney-in-fact.  This power of
attorney is coupled with an interest and shall be irrevocable until the Note has
been paid in full.

      7. Waivers by the Borrower.  Except as otherwise  specifically provided in
this Agreement and the Note, the Borrower hereby waives all presentment, demands
for performance, notice of nonperformance, notice of any indulgences, notices of
extensions or renewals relating to the Obligations,  any requirement of diligent
performance  on the Lender's part in the  enforcement of its rights with respect
to the  Obligations  and  Collateral,  any and all  notices  of  every  kind and
description  which may be required to be given to the Lender in connection  with
the Obligations,  this Agreement or the Collateral.  No delay or omission on the
Lender's  part in  exercising  any right or remedy  under this  Agreement  shall
operate  as a waiver of such  right or remedy or any other  right or  remedy.  A
waiver of any one  occasion  shall not be construed as a bar to or waiver of any
right on any future occasion.

      8.  Assignment.  Neither  party  shall  assign its  rights or  obligations
hereunder  without the prior written consent of the other party.  This Agreement
shall be  binding  upon and  inure  to the  benefit  of the  parties  and  their
successors and permitted assigns.

      9.  Counterparts.  This  Agreement  may  be  executed  in  any  number  of
counterparts,  each of which, when executed,  shall be deemed to be an original,
and all of which together shall be deemed to be one and the same instrument.

      10. Severability.  All provisions of this Agreement shall be considered as
separate  terms  and  conditions,  and in the  event  that any one shall be held
illegal,  invalid or unenforceable,  all other provisions hereof shall remain in
full force and effect as if the illegal, invalid or unenforceable provision were
not a part hereof,  provided,  however,  that  whenever  possible,  the illegal,
invalid or  unenforceable  provision shall be deemed modified and amended to the
extent that it may thereby be made legal, valid and enforceable. This Agreement,
all provisions and supplements  thereof,  all amendments thereto,  and all acts,
transactions and agreements thereunder, and all duties, obligations, rights, and
remedies  of the  parties  thereto,  shall be  governed  as to  their  validity,
enforcement,  construction and effect,  and in all other respects by the laws of
the State of New York.


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<PAGE>

      11. Notices. Any notice or demand or other communication which is required
or provided by any  provision of this  Agreement or any  agreement,  document or
instrument  executed  pursuant hereto shall be deemed to have been  sufficiently
given for all  purposes if  hand-delivered  or sent by  certified  mail,  return
receipt  requested to the parties at the addresses shown in the preamble to this
Agreement.

      IN WITNESS  WHEREOF,  the parties  have caused this  Agreement  to be duly
executed as of the date first set forth above.


NORTHWEST HAMPTON HOLDINGS, LLC


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


INFINITE GROUP, INC.


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


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