LICENSE AGREEMENT

This  Agreement,  effective  as of the date of last  execution,  by and  between
Ultra-Scan Corporation, having its principal place of business at 4240 Ridge Lea
Road,  Suite 10,  Amherst,  New York 14226  ("Ultra-Scan"),  and Infinite Group,
Inc., having a place of business at 595 Blossom Road, Suite 309, Rochester,  New
York 14610 (IGI).

RECITALS:

Ultra-Scan has developed unique technology  related to the capture,  mapping and
matching of ultrasonic images of human fingerprints for biometric identification
purposes.

Ultra-Scan possesses valuable proprietary  information pertaining to the design,
operation,  integration  and  manufacture  of  ultrasonic  imaging  devices  and
systems.

Ultra-Scan  has  obtained  patent  coverage  for  ultrasonic  biometric  imaging
devices,  fingerprint image matching  software,  related hardware,  software and
other technology,  and owns additional patent applications in the U.S. and other
countries.

Ultra-Scan,  as part of its  business,  wishes  to  grant  to IGI a  license  in
accordance with and subject to the terms of this Agreement.

IGI is a systems  integrator  and  developer of secure  communication  and other
electronic systems for commercial and governmental operations.

IGI wishes to promote  and  provide  Ultra-Scan's  unique  ultrasonic  biometric
technology  to IGI's present and future  customers for live-scan  identification
purposes.

IGI wishes to perform certain systems  integration  services for its current and
potential future customers in relation to Ultra-Scan Technology.

For these  reasons  IGI  wishes  to obtain  from  Ultra-Scan  license  rights in
accordance with and subject to the terms of this Agreement.

Therefore, Ultra-Scan and IGI agree follows:

1.0   DEFINITIONS:

As used in this Agreement:

1.1  "Licensed  Patents"  means  U.S.  Patents  Numbers  5,524,174;   5,456,256;
5,587,533;  5,647,364;  5,689,576;  5,935,071 and 6,296,610 ("174 Patent",  "256
Patent",  "533  Patent",  "364  Patent",  "576  Patent",  "071  Patent" and "610
Patent") relating to ultrasonic biometric imaging and identification, any patent
anywhere in the world that relies on the `174 Patent,  `256 Patent, `533 Patent,
`364  Patent,  `576  Patent,  `071 Patent or the `610 Patent for  priority,  any
patent  issuing on any such  application,  and any  reissue,  reexamination,  or
extension of any such patent.

1.2 "Licensed  Trademarks" means the trademarks and servicemarks  Ultra-Scan(R),
ID ExpressTM, ID Express DeveloperTM, and True Identity BiometricsTM,  which are


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used on or in connection with products embodying Ultra-Scan Technology,  as well
as any  additional  U.S.  or foreign  trademarks  or  servicemarks  obtained  by
Ultra-Scan.

1.3 "AFIS" means an Automated Fingerprint Identification System.

1.4 "DLL" (Dynamic Link Library) means software for processing  plain impression
fingerprint  images.  They are  primary  level  software  routines,  which are a
separate but embedded component of an AFIS. DLLs do not include source code.

1.5 "ID Express Developer" means an Automated Fingerprint  Identification System
that is  proprietary  to  Ultra-Scan.  It consists  of a  plurality  of DLLs and
application software, but does not include source code.

1.6 "IV & V"  means  independent  verification  and  validation,  a  process  of
analyzing  actual   performance  data  for  a  Licensed  System  to  assess  the
fingerprint identification process performance, determine error rates and causes
and identify  potential  measures  available to improve system efficiency and/or
accuracy.

1.7  "Licensed  System,"  means  Ultra-Scan  biometric   components   comprising
ultrasonic imaging stations and associated  hardware and fingerprint  processing
and matching software.

1.8 "End User" means any bona fide customer of IGI who purchases, rents, leases,
or otherwise obtains any Licensed System.

1.9 "Third Party System Integrators" means those entities, if any, who have been
selected by IGI and trained and  approved by  Ultra-Scan,  that IGI utilizes for
the integration, installation and/or service and support of Licensed Systems.

1.10  "Ultra-Scan  Technology"  means all  information  possessed by  Ultra-Scan
including trade secrets and know-how relating to the design and/or production of
ultrasonic scanning devices,  fingerprint image capture, processing and matching
software and associated DLLs.

1.11  "Licensed Territory" means the continental United States.

1.12  "Licensed  Field"  means those  governmental  and/or  commercial  entities
requiring live-scan biometric identification of individuals for various purposes
relating to airports.

1.13  "Information"  means:  (a) information  previously or subsequently  shared
between the  Parties  that  derives  independent  economic  value from not being
generally  known to  others  who could  gain  economic  benefit  from its use or
disclosure,  and (b) any such  information,  whether by  electronic  transfer or
physical embodiment,  of specifications,  drawings,  engineering materials, work
papers, analyses,  compilations,  projections, studies or documents. It does not
include  any  information  which (a) is  already  known to the  public  prior to
disclosure;  or  (b) is  subsequently  made  known  to the  public  without  any
violation of this  Agreement;  or (c) is  rightfully  received by a Party from a
third party without similar restriction and without breach of this Agreement; or
(d) is independently developed; or (e) is required to be disclosed pursuant to a
court order;  or (f) is subject to  disclosure  in  accordance  with  applicable
securities laws, as reasonably determined by either party on advice of counsel.


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2.0   WARRANTIES:

2.1 Each Party warrants that it has the right to enter into this Agreement,  and
further  warrants  that  the  making  of this  Agreement  does not  violate  any
agreement existing between it and any other person or entity.

2.2 Ultra-Scan  warrants that it has the right to license the Licensed  Systems,
Licensed Patents and Licensed Trademarks.

2.3 Ultra-Scan warrants that the Licensed Systems supplied by Ultra-Scan will be
free from  defects  in  workmanship  and  material,  and will meet the  required
product specifications at the time of delivery.

2.4  Ultra-Scan  Corporation  warrants  its  products to be free from defects in
materials and workmanship  under normal use for a period of ninety (90) days for
software  and one (1) year  for  hardware,  beginning  on the  original  date of
installation.  Service including  replacement or repair of hardware items at the
discretion  of  Ultra-Scan  will be  performed  during this  warranty  period by
Ultra-Scan, directly or indirectly, at Ultra-Scan's expense.

2.5 THE WARRANTIES SET FORTH ABOVE ARE IN LIEU OF ALL OTHER WARRANTIES,  EXPRESS
OR  IMPLIED,  INCLUDING  THE  WARRANTIES  OF  MERCHANTABILITY  AND FITNESS FOR A
PARTICULAR PURPOSE.

3.0   GRANT:

Subject to the terms set forth in this  Agreement,  Ultra-Scan  hereby grants to
IGI:

3.1 A non-exclusive,  royalty bearing license,  without the right to sublicense,
to use, sell and offer to sell the Licensed Systems,  within the Licensed Field,
in the Licensed Territory for the term of this Agreement.

3.2 A non-exclusive license to obtain and use Ultra-Scan Technology.

3.3 A  non-exclusive  license to use the Licensed  Trademarks in relation to the
Licensed Systems in accordance with the guidelines provided by Ultra-Scan.

3.4 This  Agreement  does not  transfer  to IGI any  rights  of, or  claims  to,
ownership in the Licensed Patents, Licensed Trademarks or Ultra-Scan Technology.

4.0   PAYMENTS:

4.1 IGI agrees to pay to Ultra-Scan a nonrefundable  license fee of ten thousand
dollars  ($10,000USD)  for  the  license  granted  by this  Agreement  and for a
software  developer's  kit which shall  include one (1)  ultrasonic  fingerprint
reader. Additional readers may be purchased by IGI at a price to be determined.

4.2 IGI agrees to pay to  Ultra-Scan a recurring  fee to be  negotiated  in good
faith by the  parties in response to the  specific  conditions  provided by each
potential  project.  Nothing in this Agreement shall require IGI to enter into a
transaction-based compensation arrangement with any End User.


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4.3 Notwithstanding  paragraph 4.2 above, the Parties agree to negotiate in good
faith a fee  structure  for any projects  requiring a Licensed  System,  but for
which the fees in paragraph  4.2 are not  appropriate.  Such  negotiations  will
include initial and/or recurring fees for that project, and will be memorialized
in an addendum to this Agreement and signed by both Parties.

4.4 In the event that  negotiations  are undertaken in accordance with paragraph
4.3 above and the  resultant  fee  structure  does not  include  provisions  for
maintenance  of software and hardware  beyond the warranty  period,  the Parties
agree that Ultra-Scan will require an annual fee for extended  warranty support,
and that such an extended warranty may be offered by Ultra-Scan  directly to the
End User.

4.5 Payment  terms are net thirty (30) days from invoice  date,  subject to late
fees of 1.5% per month

5.0   REQUIREMENTS:

5.1 In order to assure prompt  resolution of End User business  process  issues,
IGI agrees to act as primary system service and support provider and first point
of contact for End Users for all  requests  for service or  maintenance,  and to
provide on site or call center service to:

      a) Identify the type of failure and determine whether the source of the
      reported failure in the system is related to the Licensed System hardware
      or software, or elsewhere in the applications system, a telecom
      deficiency, operator error or other; and/or

      b) Take direct action to correct the deficiency or recommend End User
      action to correct the deficiency; and/or

      c) Coordinate directly with Ultra-Scan or in conference with both the End
      User and Ultra-Scan to identify symptom(s) and source(s) of malfunction or
      anomaly and develop a plan for necessary corrective action, including
      execution of Ultra-Scan's depot level warranty and product service support
      support.

5.2 IGI  agrees to send  appropriate  employees  to  Ultra-Scan's  Amherst,  NY,
facilities to receive Ultra-Scan systems training.  Ultra-Scan agrees to provide
training and documentation to IGI personnel to assist IGI in the integration and
installation  of Licensed  Systems and IGI's direct  service and support for End
Users.

5.3 Ultra-Scan agrees to provide direct, on site support to IGI and/or End Users
for purposes of installation,  training,  IV&V service and  troubleshooting  and
maintenance  support only as specified in an individual project quotation and/or
separately agreed to in writing.

5.4 The Parties agree that for purposes of quality control and proper operation,
Licensed Systems may only be proposed,  sold or installed as complete ultrasound
biometric  systems.  No elements or components may be added to, or deleted from,
any Licensed System without prior written approval by Ultra-Scan.

5.5 The Parties agree that for purposes of quality control and proper operation,
Ultra-Scan  shall retain the right to approve or disapprove  the  integration of
Licensed  Systems with any other biometric  system or components.  Such approval
will not be unreasonably withheld.  This right of approval shall include systems
that are to be installed for demonstration or promotional purposes.


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5.6 IGI  agrees to include in each  contract  between  IGI and an End User for a
Licensed System,  provisions  granting  Ultra-Scan the right to inspect and test
each installed Licensed System at the expense and discretion of Ultra-Scan. Both
parties agree that exceptions  will be granted where certain  customers may have
special security requirements that inhibit or prevent such access.

5.7 The Parties agree that  Ultra-Scan  shall perform IV & V services after each
system  has  been  operational  for a  length  of time to be  determined.  These
services  will be  provided  at a rate to be  negotiated  in good  faith  by the
Parties.  Said  negotiated  rates  will be  recorded  in a signed  addendum  and
incorporated herein by this reference.

5.8 IGI is authorized  and required to grant each End-User the license  attached
hereto as  Appendix  A, with no  additions  or  deletions  thereto,  and  obtain
affirmative acceptance of said license's terms and conditions.

5.9  The  parties  agree  that  any  or all of the  requirements  set  forth  in
paragraphs 5.1 through 5.8 above may be replaced by such other agreed-upon terms
as may be appropriate to the special needs, status and/or security circumstances
of some projects.

6.0   TERM AND TERMINATION:

6.1 The term of this  Agreement  is two (2) years  beginning on the date of last
execution. This Agreement will be renewed for successive two (2) year periods at
the end of this term unless either Party  provides  written  notice to the other
Party of intent not to renew.  Such  notice  must be given at least  ninety (90)
days prior to the  then-current  termination  date.  Duties and obligations that
survive such termination are detailed in paragraph 6.2 below.

6.2 Upon any  termination  of this  Agreement  becoming  effective,  IGI will be
relieved of all duties and  obligations  hereunder  except for the obligation to
pay to  Ultra-Scan  any  fees  accrued  and  unpaid  up to  that  time,  or that
subsequently  become due.  Any fees as required  by  paragraphs  4.2 through 4.4
above  shall be due for each  installed  Licensed  System so long as it  remains
installed, and the need to pay such fees shall survive this Agreement.

6.3 Either Party may terminate this Agreement for a material breach by the other
Party of the provisions hereof.  Termination shall be effective thirty (30) days
after  written  notice to the other Party,  if the breach has not been  remedied
during  that  period.  Failure  to  make  timely  payments  of any  fees  due to
Ultra-Scan will constitute a material breach.  The right of Ultra-Scan or IGI to
terminate under the provisions of this Article shall not be an exclusive remedy.

7. 0  MARKINGS & USAGE:

7.1 IGI agrees to use the  Licensed  Trademarks  in relation to all products and
systems  utilizing  Ultra-Scan  Technology  in a manner  that  acknowledges  the
participation  and  contribution by Ultra-Scan.  Such use shall be in accordance
with standards, specifications, and instructions approved by Ultra-Scan.

7.2 Each Party  agrees  not to do or fail to do  anything  that will  impair the
rights of the other Party in that Party's  trademarks or trade names. Each Party


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acknowledges  that it does not  acquire  any  ownership  rights  or title to the
trademarks or trade names of the other Party through this license.

8.0   ASSIGNMENT

8.1 This  Agreement  has been  entered  into by  Ultra-Scan  in  reliance on the
particular qualifications of IGI and is personal to IGI. IGI may not assign this
Agreement or any of the licenses or rights granted herein. Any attempt by IGI to
assign this Agreement shall be considered an express  condition  subsequent that
will result in the immediate  revocation of this Agreement.  Notwithstanding the
foregoing,  this  Agreement and any of the licenses or rights granted herein may
be assigned to any entity that  controls,  is  controlled  by or is under common
control with IGI.

8.2 The  license  granted  in this  Agreement  shall  be  binding  upon  any IGI
successor.

8.3 The license granted in this Agreement shall be binding upon any successor of
Ultra-Scan who holds  ownership or control of the Licensed  Patents and Licensed
Trademarks.

8.4 Ultra-Scan may assign,  pledge,  or encumber its monetary  rights under this
Agreement.

9.0   INFRINGEMENT AND INDEMNIFICATION:

9.1 IGI agrees to notify  Ultra-Scan of any third party that IGI believes may be
infringing a Licensed  Patent and/or a Licensed  Trademark and agrees to provide
to  Ultra-Scan  any  information  IGI has in support of such belief.  Ultra-Scan
shall have the right,  but not the  obligation,  to use such  information  in an
infringement  action  against  such third party.  IGI agrees to  cooperate  with
Ultra-Scan in any action for infringement of a Licensed Patent and/or a Licensed
Trademark brought by Ultra-Scan,  and Ultra-Scan agrees to reimburse IGI for all
reasonable costs incurred by providing such requested cooperation.

9.2 The Parties  agree to each  indemnify,  defend and hold  harmless  the other
Party, its directors,  shareholders,  officers, agents employees, successors and
assigns  from and  against  any and all  liabilities,  obligations  and costs of
whatever  nature  arising  from or  related in any way to any  negligent  act or
omission by a Party, or to any breach of this Agreement.

9.3  In  no  event  will  either  Party  be  responsible   for  any  incidental,
consequential,  indirect,  special  punitive or  exemplary  damages of any kind,
including, without limitation, any damages for lost goodwill, lost profits, lost
business  or other  indirect  economic  damages  including  injury to  property,
whether such claim is based on contract, tort or other legal theory, as a result
of a breach of any warranty or any other term of this Agreement,  and regardless
of whether a Party was  advised or had  reason to know the  possibility  of such
damages in advance.

10.0  CONFIDENTIALITY/NONCIRCUMVENTION:

10.1 The Parties agree that all terms and  conditions of this  Agreement and any
other business agreements of the Parties are proprietary and confidential.


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10.2 The Parties  agree to keep the  Information  they  receive  from each other
confidential at all times and agree not to disclose the Information, in whole or
in part,  to any third  party  without  the prior  written  consent of the other
Party.  The  Parties  agree  to  inform  their   respective   employees  of  the
confidential nature of the Information and to obtain their agreement to be bound
by the terms of this Agreement.

10.3 The obligation to protect any  confidential  information that may have been
received during the term of this Agreement shall survive the Agreement.

10.4  Information  deemed  confidential  may be  disclosed  by  either  Party in
response to an order by a court or other regulatory  agency having  jurisdiction
over either Party as may be required the rules or regulations of said agency, or
upon  advice of  counsel.  Disclosure  may also be made in any legal  proceeding
brought to enforce the rights of either Party under this Agreement. In the event
any such  disclosure is required,  the  disclosing  Party will provide the other
Party with adequate  advance notice to allow such Party  sufficient time to seek
court protection for such Information.  10.5 Ultra-Scan agrees that it will not,
directly  or  indirectly,  solicit  or  accept  any  business  from  any  source
(including  any  subsidiary  or  affiliate  of such  source)  that is first made
available to Ultra-Scan by IGI without the express  written  consent of IGI, and
that it will follow the reasonable directions of IGI with respect to any contact
and/or communication with any such source. IGI agrees that Ultra-Scan shall have
the right to  participate  in the  preparation  of any  proposals or bids to End
Users, to include input on pricing methods and levels for each project.

11.0  INTELLECTUAL PROPERTY:

11.1 The Parties agree that Ultra-Scan will have sole and exclusive ownership of
all rights in the Ultra-Scan  Technology,  including,  without  limitation,  the
Ultra-Scan  hardware and software products and all enhancements  thereto. In the
event IGI or any of its agents creates, develops or suggests any enhancements to
the  Ultra-Scan  Technology,  IGI  hereby  assigns  and  agrees to  assign  such
enhancements  to  Ultra-Scan;   provided  that   Ultra-Scan   grants  to  IGI  a
nonexclusive  license  to use such  enhancements.  Any  proprietary  application
software  developed  by IGI in  accordance  with the  terms of this  license  is
excluded from the requirements of this paragraph.

11.2 The parties agree that the gray-scale images of fingerprints,  as stored in
the applicable database, but without any identifying data, shall be the property
of  Ultra-Scan,  to be used for IV & V analysis and other  internal  uses within
Ultra-Scan.

12.0  MISCELLANEOUS:

12.1 This Agreement  constitutes the entire  agreement and  understanding of the
parties with regard to the subject  matter hereof and merges and  supersedes all
prior  discussions,  negotiations,  understandings,  and agreements  between the
Parties.

12.2 Notices and other communications  between the Parties shall be deemed to be
validly  given when  transmitted  by certified  or  registered  mail,  overnight
delivery service, facsimile or personal delivery to the other Party.


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12.3  Ultra-Scan  agrees  to  provide  IGI  employees  and  Third  Party  System
Integrators  appropriate  training on Ultra-Scan  systems and application at the
Ultra-Scan  facilities  in  Amherst,  NY,  at no  charge  to  IGI.  IGI  will be
responsible  for all travel and  incidental  expenses  incurred  by IGI or Third
Party personnel in connection with such training.

12.4 The Parties agree that any controversies arising under this Agreement shall
be presented  before the State Courts for the State of New York,  or the Federal
District Court for the Western  District of New York.  Ultra-Scan and IGI hereby
submit themselves to the personal jurisdiction of such courts in connection with
any such  proceedings,  and agree to accept  service of  process  by mail.  This
clause  shall  not  prevent   either  Party  from  seeking   remedies  from  the
International Trade Council in Washington, D.C.

12.5 The Parties agree that this Agreement  shall be governed by the laws of the
State of New York exclusively,  both substantive and procedural  (without regard
to its choice of laws provisions) and of the United States.

12.6 The  Parties  agree  that this  Agreement  is  severable  as to any word or
provision that is held to be unenforceable, but not the provisions in paragraphs
4.2 through 4.5,  which are so  fundamental to this Agreement that the severance
of either of them will automatically terminate this Agreement.

12.7 This  Agreement  may not be  modified,  discharged  or amended  except by a
writing  signed  by both  Parties,  however,  the  Parties  agree  to make  such
modifications or amendments in response to reasonable End User requirements that
are  acceptable  to both  Parties.  Such  acceptance  shall not be  unreasonably
withheld.

12.8 All shipments from  Ultra-Scan,  whether shipped as new products,  warranty
replacements or service,  or software upgrades shall be made FOB Buffalo, NY per
U.C.C. 2-319.

12.9  Ultra-Scan and IGI will prepare a press release to be released  jointly as
soon as  practicable  after the  execution  of this  Agreement.  No other  press
releases relating to this Agreement or the subject matter herein will be made by
either Party without the prior written consent of the other Party.

In witness whereof, the parties have executed this Agreement in duplicate:

Ultra-Scan Corporation                    Infinite Group, Inc.



By: _______________________________       By: ________________________________

R. Terren Dunlap, CEO                     Michael S. Smith, President and CEO

Date: _____________________________       Date: _____________________________




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