MODIFICATION AGREEMENT No. 3 TO
                                PROMISSORY NOTES

This MODIFICATION AGREEMENT No. 3 is made as of October 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 308 Rock Beach Road, Rochester,  NY
14617 ("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 "NEHH Notes"); and

WHEREAS,  NEHH has assigned the NEHH 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 No. 2 to
Promissory Notes dated June 1, 2005 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  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.; and

WHEREAS,  the Borrower has issued to NWHH an  additional  note in the  principal
amount of $203,323.70 dated December 31, 2003 (the "NWHH Note"); and

WHEREAS, the parties desire to modify the terms and conditions of the NEHH Notes
and the NWHH Note (collectively referred to as the "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 that date which is 60 days after the
            Borrower,  following  the approval of the  Borrower's  shareholders,
            authorizes a  sufficient  number of shares of common stock to permit
            such  conversion,  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)    The conversion of the Notes and accrued  interest  thereon to common
            stock shall be limited such that the Borrower  incurs no  limitation
            of the use of its net  operating  loss  carryforwards,  which may be
            triggered  by  a  change  of  control   involving  one  or  more  5%
            shareholders.  The  Borrower  shall  provide  NWHH  with  sufficient
            information,  including  the  opinion of an  accountant  or attorney
            reasonably acceptable to NWHH, prior to completing the conversion to
            document  that a change  of  control  will not  occur as a result of
            NWHH's  request to convert all of part of the Notes  and/or  accrued
            interest.

            If one or more holders of  convertible  promissory  notes exist with
            conversion  rights that may result in ownership of 5% or more of the
            common  stock  of  Borrower,  then  Borrower  shall  provide  timely
            notification  to all other such  promissory  note  holders of NWHH's
            request for conversion of promissory  notes and/or accrued  interest
            to common  stock.  Such  notice  shall  provide  the other such note
            holders an opportunity  to request a conversion  within ten business
            days of notification. The Borrower shall include all such conversion
            requests in aggregate  and document that a change of control has not
            occurred  prior to completing  each note holder's  conversion.  NWHH
            agrees to adjust its  request for  conversion  on a pari passu basis
            with each  other note  holder's  request so that a change of control
            does not  occur  when all notes  holder's  conversion  requests  are
            considered in aggregate.


<PAGE>

            If the Borrower  closes a  transaction  with another  third party or
            parties  that   results  in  a  change  of  control  that   triggers
            limitations  of its  net  operating  loss  carryforwards,  then  the
            provisions of this section 2) shall no longer be in effect.

      3)    The interest  rate on the Notes shall be increased to eight  percent
            (8%) per annum effective January 1, 2006.

      4)    The  provisions  of that certain Note dated  January 16, 2003 in the
            principal  amount of  $100,000  is hereby  revised to permit NWHH to
            convert up to $25,000 in principal to common stock at the conversion
            price of $.05 per share for a total of 500,000 shares.

      5)    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.


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

NORTHWEST HAMPTON HOLDINGS, LLC


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


<PAGE>

                    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
Northwest Hampton Holdings, LLC               $203,323.70              12/31/03
Northeast Hampton Holdings, LLC               $  2,000                  1/30/04
Northeast Hampton Holdings, LLC               $ 22,000                  3/11/04