exhibit1056






 






 



PROMISSORY NOTE


 



$328,000.00                                                                                                            

Dated: December 30,
2020






 


FOR
VALUE RECEIVED, INFINITE GROUP,
INC., a corporation with offices at 175 Sully’s Trail,
Suite 202, Pittsford, NY 14534 (the “Borrower”), hereby
promises to pay to Donald Reeve, an individual residing at 7 Cross
Meadow Lane, Pittsford, NY 14534, (the “Lender”), the
principal sum of three hundred twenty-eight thousand Dollars
($328,000.00), plus interest at the annual rate of 6 percent (6%),
The interest payments are due quarterly. First payment to be made
on April 1, 2021 and every three (3) months thereafter until the
note is retired. Principal payments of one hundred thousand dollars
($100,000.00) are to be made on January 1, 2022 and January 1,
2023.


 



Term:


The
term of this note is thirty-six (36) months, due January 1, 2024.
The remaining balance of One hundred twenty-eight thousand Dollars
($128,000.00) will be due at that time.


 


 


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 an 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 and agreement shall be interpreted and construed according to,
and governed by, the laws of the State of New York, excluding any
laws that might direct the application of the laws of another
jurisdiction. All actions or suits in law or equity arising out of
or related to this Note and Agreement shall be litigated in Supreme
Court Monroe County, New York and shall not be
removed.


 


                             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.

 



                       

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/ James A. Villa__________________


       James
A. Villa, CEO


 


Date:
_December 30, 2020_______________


 


 


Donald
W. Reeve


 


 


 


By:
_/s/ Donald W. Reeve_______________


       Donald
W. Reeve


 



                       

Date: __December
30, 2020______________