PROMISSORY NOTE

$203,323.70                                            Dated: December 31, 2003

          FOR VALUE RECEIVED,  INFINITE GROUP,  INC., a corporation with offices
at 595 Blossom Road, Suite 309,  Rochester,  NY 14610 (the  "Borrower"),  hereby
promises to pay to NORTHWEST HAMPTON HOLDINGS, LLC, a New York limited liability
company with an address at 6640 Golf View Rise, Victor, NY 14564 (the "Lender"),
the  principal  sum of Two Hundred Three  Thousand  Three  Hundred  Twenty Three
Dollars and Seventy  Cents  ($203,323.70),  plus  interest at the annual rate of
7.75% in one lump sum on January 1, 2007.

      THIS NOTE CANCELS AND REPLACES IN ITS ENTIRETY  THAT CERTAIN  CONSOLIDATED
PROMISSORY  NOTE DATED  OCTOBER 10,  2002 IN THE  ORIGINAL  PRINCIPAL  AMOUNT OF
$211,004.53  MADE  PAYABLE  BY OSLEY &  WHITNEY,  INC.  TO THE  BANK OF  WESTERN
MASSACHUSETTS,  WITH GUARANTOR  RATIFICATION BY INFINITE GROUP,  INC., WHICH WAS
TRANSFERRED  AND  ASSIGNED  TO THE LENDER BY THE BANK OF  WESTERN  MASSACHUSETTS
PURSUANT TO A  NON-RECOURSE  ASSIGNMENT AND ALLONGE TO  CONSOLIDATED  PROMISSORY
NOTE, EACH DATED AUGUST 5, 2003.

      Borrower shall have no right 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.

<PAGE>

            Lender  shall  have the right in his sole  discretion  upon  written
notice to the  Borrower  at any time after  September  1, 2005 to convert all or
part of the  principal  amount of this Note,  together  with  accrued and unpaid
interest,  late fees and other charges,  for common stock of the Borrower at the
conversion  rate of $.05  per  share,  as  adjusted  to  reflect  stock  splits,
distributions, recapitalizations, etc.

            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


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