PROMISSORY
      NOTE

    


    
      	
              $200,000.00

            	
              Dated:
                June 13, 2008

            


    

    


    FOR
      VALUE
      RECEIVED, INFINITE
      GROUP, INC., a
      corporation with offices at 60 Office Park Way, Pittsford, NY 14534 (the
“Borrower”), hereby promises to pay to DAN
      CAPPA, an
      individual residing at 150 Dozier Lane, Rochester, NY 14622 (the “Lender”), the
      principal sum of Two Hundred Thousand Dollars ($200,000.00), plus interest
      at
      the annual rate of twelve percent (12%), in lawful money of the United States
      of
      America, payable monthly for twenty four (24) months. On June 2, 2010, the
      principal amount of this Note shall be due and payable.

     

    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 a monthly installment 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.

    


    This
      Note
      is secured by in accordance with that certain Collateral Security Agreement
      of
      even date herewith by and between the Lender and the 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

            


    

    


    
      
         

      

      
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