DEMAND
NOTE

    


    
      	
              $50,000.00

            	
              Dated:
      July 23, 2009

            


    

    


    FOR VALUE RECEIVED, INFINITE GROUP, INC., a
corporation with offices at 60 Office Park Way, Pittsford, New York 14534 (the
“Borrower”), hereby promises to pay on demand to JAMES VILLA, an individual
residing at 308 Rock Beach Road, Rochester, NY 14617 (the “Lender”), the
principal sum of Fifty Thousand Dollars ($50,000.00), plus accrued interest at
the annual rate of twelve percent (12%).

    


    Borrower
shall have the right, at its option and without prior notice to Lender, and
without penalty, to prepay all or any part of the outstanding principal amount
of this Note at any time.

    


    Upon the occurrence of any of the
following events of default, the entire indebtedness evidenced by this Note,
including expenses of collection, shall immediately become due and payable
without further notice, presentation or demand:

    


    (i)  The failure to pay the
principal amount of this Note together with accrued interest within ten (10)
days of its due date following the Lender’s written notice of default and
demand;

    


    (ii)  The bankruptcy of
Borrower or the filing by Borrower of a voluntary petition under any provision
of the bankruptcy laws; the institution of bankruptcy proceedings in any form
against Borrower which shall be consented to or permitted to remain undismissed
or unstayed for ninety (90) days; or the making by Borrower of an assignment for
the benefit of creditors;

    


    (iii)  The taking of any
judgment against Borrower, which judgment is not paid in accordance with its
terms, satisfied, discharged, stayed or bonded within ninety (90) days from the
entry thereof; or

    


    (iv)  The assignment of this
Note by Borrower, provided, however, that Borrower may assign this Note to any
person or entity that controls, is controlled by or is under common control
with, Borrower.

    


    No failure on the part of Lender to
exercise, and no delay in exercising, any of the rights provided for herein,
shall operate as a waiver thereof, nor shall any single or partial exercise by
Lender of any right preclude any other or future exercise thereof or the
exercise of any other right.

    


    Lender shall not, without the express
prior written consent of Borrower, assign, sell, gift or otherwise transfer this
Note to any third party, provided, however, that Lender may assign this Note to
any person or entity that controls, is controlled by or is under common control
with, Lender without the prior consent of Borrower.

    


    Borrower
agrees to pay all costs and expenses incurred by Lender in enforcing this Note,
including without limitation all reasonable attorneys fees and expenses incurred
by Lender.

    


    This Note shall be governed by and
construed in accordance with the laws of the State of New York.

    


    IN
WITNESS WHEREOF, Borrower has caused this Note to be executed and delivered as
of the date set forth above.

    


    
      
        	
                INFINITE
      GROUP, INC.

              
	 
      	 
      
	
                By

              	
                /s/ Michael S. Smith

              
	 
      	
                Michael
      S. Smith, President