PROMISSORY
NOTE

     

    
      
        	
                $59,000.00

              	
                Dated:
      February 6,
2009     

              


      

    

     

    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 DAVID N. SLAVNY AND LEAH A.
SLAVNY, individuals residing at 20 Cobble Creek Road, Victor NY 14564
(collectively, the "Lender"), the principal sum of Fifty Nine Thousand Dollars
($59,000.00), plus interest at the annual rate of eleven percent (11%), in
lawful money of the United States of America.

     

    
      	
              1.

            	
              Interest
      payments shall be payable on the first day of each month during the term
      of this Promissory Note ("Note") commencing March 1, 2009, and all
      principal and unpaid interest shall be due and payable on July 1,
      2010.

            


    

    


    
      	
              2.

            	
              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.

            


    

    


    
      	
              3.

            	
              The
      Lender shall have the right in their sole discretion upon written notice
      to the Borrower, to convert all or part of the principal amount of the
      Note, together with accrued and unpaid interest, for common stock of the
      Borrower at the conversion rate of $.16 per share, as adjusted to reflect
      stock splits, distributions, recapitalizations,
  etc.

            


    

    


    
      	
              4.

            	
              The
      conversion of the Note 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 Lender with sufficient information, including the opinion of
      an accountant or attorney reasonably acceptable to Lender, prior to
      completing the conversion to document that a change of control will not
      occur as a result of Lender's request to convert all of part of the Notes
      and/or accrued interest.

            


    

    


    
      	
              5.

            	
              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 Lender'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.  Lender 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.

            


    

    


    
      	
              6.

            	
              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 sections 4 and 5
      shall no longer be in effect.

            


    

    


    
      	
              7.

            	
              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.

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
              8.

            	
              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.

            


    

    


    
      	
              9.

            	
              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.

            


    

    


    
      	
              10.

            	
              This
      Note is secured by in accordance with that certain Collateral Security
      Agreement dated December 31, 2005 by and between the Lender and the
      Borrower, as amended by the certain Modification Agreement to Collateral
      Security Agreement dated October 23,
2008.

            


    

    


    
      	
              11.

            	
              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.

            


    

    


    
      	
              12.

            	
              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

              
	
                Chief
      Executive Officer