PROMISSORY NOTE

$50,000.00                                            Dated: January 16, 2004

          FOR VALUE RECEIVED,  INFINITE GROUP,  INC., a corporation with offices
at 595 Blossom  Road,  Suite 309,  Rochester,  NY 14610 14623 (the  "Borrower"),
hereby  promises to pay to CARLE C. CONWAY,  an individual  residing at 10113 NE
Kitsap Street,  Bainbridge Island, WA 98110 (the "Lender"), the principal sum of
Fifty Thousand Dollars ($50,000.00),  plus interest at the annual rate of twelve
percent  (12%),  in  lawful  money of the  United  States of  America,  upon the
following terms:

      Due Date                         Payment
      --------                         -------

      February 16, 2004             $     500.00
      March 16, 2004                $     500.00
      April 16, 2004                $     500.00
      May 16, 2004                  $     500.00
      June 16, 2004                 $     500.00
      July 16, 2004                 $     500.00
      August 16, 2004               $     500.00
      September 16, 2004            $     500.00
      October 16, 2004              $     500.00
      November 16, 2004             $     500.00
      December 16, 2004             $     500.00
      January 16, 2005              $     500.00
      February 16, 2005             $     500.00
      March 16, 2005                $     500.00
      April 16, 2005                $     500.00
      May 16, 2005                  $     500.00
      June 16, 2005                 $     500.00
      July 16, 2005                 $     500.00
      August 16, 2005               $     500.00
      September 16, 2005            $     500.00
      October 16, 2005              $     500.00
      November 16, 2005             $     500.00
      December 16, 2005             $     500.00
      January 16, 2006              $  50,500.00

            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;

<PAGE>

            (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 dated  August 13, 2003 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:_______________________________________
                                   Michael S. Smith, President



                                       2