SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934

Filed by the Registrant |X|

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Check the appropriate box:

|_| Preliminary Proxy Statement |_| Confidential, For Use
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Only (as permitted by
Rule 14a-6(e)(2)
|X| Definitive Proxy Statement

|_| Definitive Additional Materials

|_| Soliciting Material Pursuant to Section 240.14a-11(c)Rule 14a-(11(c) or Section 240.14a-12Rule 14a-12

INFINITE MACHINES CORP.
-----------------------GROUP, INC.
------------------------------------------------
(Name of Registrant as Specified Inin Its Charter)

INFINITE MACHINES CORP.
-----------------------
(NameName of Person(s) Filing Proxy Statement)Statement, if other than the registrant)
- --------------------------------------------------------------------------------

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|X| No fee required.
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|_| Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

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|_| Check box if any part of the fee is offset as provided by Exchange Act Rule
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4) Date Filed:required

INFINITE MACHINES CORP.

300 Metro Center BoulevardGROUP, INC.

2364 Post Road
Warwick, Rhode Island 02886

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON DECEMBER 12, 1997

-------------------------10, 1999

To the Stockholders of
Infinite Machines Corp.Group, Inc.

NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of Infinite
Machines Corp.Group, Inc. (the "Company") will be held on December 12, 199710, 1999 at 10:00 a.m.2:30 p.m. at
the Holiday Inn at the Cross Roads, 801 Greenwich Avenue, Warwick,Laser Fare Inc., One Industrial Drive, Smithfield, Rhode Island 02886,02917, for the
following purposes:

1. To elect a board of four directors.

2. To consider and act upon a proposal to amend the Company's
Certificate of Incorporation to change the Corporation's name to
Infinite Group, Inc.

3. To consider and act upon a proposal to approve the Company's 19971999 Stock
Option Plan.

4.3. To ratify the appointment of independent auditors for 1997.

5.1999.

4. To consider and take action upon such other matters as may properly
come before the meeting or any adjournments thereof.

The close of business on November 11, 199712, 1999 has been fixed as the record
date for the determination of stockholders entitled to notice of and to vote at
the Annual Meeting and any adjournment thereof.

All stockholders are cordially invited to attend the meeting. Whether or
not you expect to attend, you are requested to sign, date and return the
enclosed proxy promptly. Stockholders who execute proxies retain the right to
revoke them at any time prior to the voting thereof. A return envelope, which
requires no postage if mailed in the United States, is enclosed for your
convenience.

By Order of the Board of Directors

Daniel T. Landi, Secretary

Dated: November 13, 199715, 1999

INFINITE MACHINES CORP.

300 Metro Center BoulevardGROUP, INC.

2364 Post Road
Warwick, Rhode Island 02886
----------------------------------------------------

PROXY STATEMENT
----------------------------------------------------

ANNUAL MEETING OF STOCKHOLDERS

This Proxy Statement is furnished in connection with the solicitation by
the Board of Directors of Infinite Machines Corp.Group, Inc. (the "Company") of proxies in the
form enclosed for the Annual Meeting of Stockholders to be held at the
Warwick,Laser Fare,
Inc., One Industrial Drive, Smithfield, Rhode Island 02886,02917, on December 12, 1997,10,
1999, at 10:00 a.m.2:30 p.m. and for any adjournment or adjournments thereof, for the purposespurpose
set forth in the accompanying Notice of Annual Meeting of Stockholders. The
Board of Directors knows of no other business which will come before the
meeting.

All shares represented by each properly executed unrevoked proxy received
in time for the meeting will be voted as specified. In the absence of any
specification, proxies will be voted (a) for the election of the four persons
listed herein as nominees as directors, (b) in favor of the proposal to change
the Corporation's name to Infinite Group, Inc., (c) in favor of the adoption of the
Company's 19971999 Stock Option Plan, (d)(c) for the ratification of auditors, and (e)(d)
in the judgment of the Board of Directors on any other matters which may
properly come before the meeting. Any stockholder giving a proxy has the power
to revoke the same at any time before it is voted.

The approximate date on which this Proxy Statement and the accompanying
form of proxy along with the Company's 19961998 Annual Report will be mailed to the
Company's stockholders is November 13, 1997.15, 1999. The principal executive officesofficers of
the Company are located at 300 Metro Center Boulevard,2364 Post Road, Warwick, Rhode Island 02886.

VOTING SECURITIES

Only stockholders of record at the close of business on November 11, 19972, 1999
are entitled to notice of and to vote at the Annual Meeting or any adjournment
thereof. On the record date there were issued and outstanding 12,497,5812,128,540 Common
Shares. Each outstanding Common Share is entitled to one vote upon all matters
to be acted upon at the meeting.

BENEFICIAL OWNERSHIP OF COMMON STOCK

Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's officers and directors, and persons who own more than ten percent of a
registered class of the Company's equity securities, to file reports of
ownership and changes in ownership with the Securities and Exchange Commission
("SEC"). Officers, directors and greater than ten-percent shareholders are
required by SEC regulation to furnish the Company with copies of all Section
16(a) forms they file. Based solely on review of the copies of such forms
furnished to the Company, or written representations that no Forms 5 were
required, the Company believes that all Section 16(a) filing requirements
applicable to its officers and directors were complied with.

The following table, together with the accompanying footnotes, sets forth
information, as of October 15, 1997,November 1, 1999, regarding stock ownership of all persons
known by the Company to own beneficially 5% or more of the Company's outstanding
Common Stock, all directors and nominees, and all directors and executive
officers of the Company as a group.

Name of Shares of Common
Stock Beneficially Percentage of
Name of Beneficial Owner(1) Beneficially Owned(2) of Class(3)
------------------- --------------------- ------------ ----------------------------------------- ------------------ -------------

Directors and Director Nominees
Carle C. Conway 2,197,701(4) 16.8%(5)Executive Officers:
Clifford G. Brockmyre 620,329(6)757,144(4) 26.2%
Daniel T. Landi 8,846(5) *
J. Terence Feeley 110,174(6) 4.9%(5)
Robert
Bruce J. Sherwood 58,334(7) * (5)Garreau 88,500(7) 4.0%
Michael S. Smith 833(8)1,000(8) *
(5)James P. Sherblom 90,500(9) 4.1%
William Lyons -- *
All executive officers and directors as a 1,056,164(10) 33.2%
group (6(7 persons)

2,952,005(9) 21.3%(10)
5% Stockholders
Clearwater Fund IV LLC(1) 1,923,077 15.4%Stockholders:
Northeast Hampton Holdings, LLC(11) 497,106 21.7%
1895 Mt. Hope Avenue
Rochester, NY 14620

- -----------------------------
* less than 1%

(1) The mailing address for Carle C. Conway and Clifford G. Brockmyre is P.O.
Box 8219, Incline Village, Nevada 89452 and 300 Metro Center Boulevard,
Warwick, Rhode Island 02886, respectively. The mailing address for
Clearwater Fund IV LLC is 611 Druid Road East, Suite 200, Clearwater,
Florida 34616.
(2) Unless otherwise indicated below, each director, executive officer and
each 5% stockholder has sole voting and investment power with respect to
all shares beneficially owned. (3)The address of Mr. Brockmyre is c/o the
Company, 2364 Post Road, Warwick, RI 02886.
(2) Pursuant to the rules of the Securities and Exchange Commission, shares of
Common Stock which an individual or group has a right to acquire within 60
days pursuant to the exercise of options or warrants or upon the
conversion of securities are deemed to be outstanding for the purpose of
computing the percentagepercent of ownership of such individual or group, but are
not deemed

to be outstanding for the purpose of computing the percentage ownership of
any other person shown in the table.
(4) Includes (i) 53,719 shares issuable upon exercise of a currently
exercisable outstanding warrant, (ii) 104,258 shares owned by Mr. Conway's
daughter, as to which he disclaims beneficial

ownership, (iii) 501,383 shares issuable upon conversion of outstanding
promissory notes of the Company held by Mr. Conway, (iv) 66,489 owned by a
trust established for Mr. Conway's daughter of which Mr. Cotter Conway is
the trustee, which shares Mr. Conway disclaims beneficial ownership of and
(v) 750,000 shares held in escrow pursuant to the terms of an Escrow
Agreement between Mr. Conway and H.J. Meyers & Co., Inc.
(5)(3) Assumes that all currently exercisable optionsoption or warrants or convertible
notes owned by thisthe individual have been exercised.
(6)(4) Includes 57,14320,000 shares issuable upon conversion of an outstanding
promissory note of the Company heldowned by Mr. Brockmyre's wife as to which shares
Mr. Brockmyre disclaims beneficial ownership, 91,076 shares subject to
currently exercisable options and 80,031536,000 shares subject to currently
exercisable warrants.
(5) Includes 7,769 shares subject to currently exercisable options.
(6) Includes 106,923 shares subject to currently exercisable options.
(7) Includes 8,33475,000 shares subject to currently exercisable options or
warrants.options.
(8) Includes 833333 shares subject to currently exercisable options or warrantsoptions.
(9) Includes 776,25138,500 shares subject to currently exercisable options.
(10) Includes 856,601 shares subject to currently exercisable options, warrants
or convertible notes.
(10)(11) Assumes that all currently exercisable options or warrants owned by
members of the group have been exercised.
(12) This information was derived from the Schedule 13D and Form 4's filed by
the reporting person.

COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS

The Summary Compensation Table below includes, for each of the fiscal
years ended December 31, 1996, 19951998, 1997 and 1994,1996 individual compensation for
services to the Company and its subsidiaries paid to: (1) the Chief Executive
Officer;Officer, and (2) the other most highly paid executive officers of the Company in
Fiscal 19961998 whose salary and bonus exceeded $100,000 (together, the "Named
Executives").

Long-Term All
Annual Compensation Compensation Other
Name and Principal Long-Term All Other
Position Year Actual Deferred OptionsAnnual Compensation Compensation($) Compensation
- ----------------------------------------------- ---- ------ -------- ---------------------------- --------------- ------------
Actual($) Deferred($)
--------- ---------

Carle C. Conway 1996 $150,000Clifford G. Brockmyre 1998 175,000 -- 8,654 --
Chairman of the Board 1995 $150,000 -- 75,099 --
and Chief Executive Officer 1994 $150,000 -- -- --

Clifford J. Brockmyre 1996 $157,500 75,000 310,096339,038 --
President and Chief Operating 1995 $140,0001997 175,000 -- 115,0004,038 --
Executive Officer 1994 $ 70,000*1996 157,500 75,000 60,000 --

J. Terence Feeley 1998 169,120 10,000 -- --
President Advanced 1997 142,230 9,500 -- --
Technology Group 1996 158,647 9,500 -- --

Daniel T. Landi 1998 110,000 -- 2,538 --
Secretary and 1997 110,000 -- 2,538 --
Corporate Controller 1996 100,000 -- -- --

- ----------
* Mr. Brockmyre joined the Company in July 1994.

Employment Agreements

The Company has an employment agreement with, Carle C. Conway, its President and Chief
Executive Officer, for a term expiring on May 31, 1998 which
provides for an annual base salary of $150,000 and various benefits. The
agreement also provides, among other things, that, if Mr. Conway is terminated
other than for cause (which is defined to include conviction of a crime
involving moral turpitude, engaging in activities competitive with the Company,
divulging confidential information, dishonesty or misconduct detrimental to the
Company or breach of a material term of the agreement), the Company will pay to
him a lump sum amount equal to the greater of $150,000 or the salary payable
over the unexpired term of the employment agreement.

The Company has an employment agreement with Clifford G. Brockmyre, its
President and Chief Operating Officer, for a term expiring on June 30, 2000, which provides for an
annual base salary of $175,000 and various benefits. In addition to the compensation
provided under the agreement, Mr. Brockmyre is eligible to participate in the
Company'sCompany bonus plan and is eligible for other bonuses as determined in the sole
discretiondirection of the Board of Directors. The agreement also provides, among other
things, that, if Mr. Brockmyre is terminated other than for cause (which is
defined to include conviction of a crime

3
involving moral turpitude, engaging in activities competitive with the Company,
divulging confidential information, dishonesty or misconduct detrimental to the
Company or breach of a material term of the agreement)agreement (collectively "Cause")),
the Company will pay to him a lump sum payment equal to the product of the sum
of (i) the highest annual rate of salary paid to Mr. Brockmyre, and (ii) the
highest annual bonus paid to or accrued to the benefit of Mr. Brockmyre during
the Employment Term (as defined in the agreement) multiplied by 2.99.two. The agreement also provides for payments
to Mr. Brockmyre, or his estate, in the event of his death or permanent
disability.

The Company ownshas an employment agreement with Mr. J. Terence Feeley,
President of the Advanced Technology Group, for a key-man life insurance policyterm expiring on July 1, 2002,
which provides for an annual salary of $150,000 and various benefits. In
addition to the compensation provided under the agreement, Mr. Feeley is
eligible to participate in the amountCompany's bonus plan and is eligible for other
bonuses as determined in the sole direction of $1.6 million on the lifeBoard of Directors. The
agreement also provides, among other things, that, if Mr. Feeley is terminated
other than for Cause, the Company will pay to him a lump sum payment equal to
the product of the sum of (i) the highest annual rate of salary paid to Mr.
Feeley, and (ii) the highest annual bonus paid to or accrued to the benefit of
Mr. Brockmyre.Feeley during the Employment Term multiplied by two. The agreement also
provides for payments to Mr. Feeley, or his estate, in the event of his death or
permanent disability.

The Company has an employment agreement with Bruce J. Garreau, its Chief
Financial and Accounting Officer, for a term expiring on October 1, 2002, which
provides for an annual salary of $135,000 and various benefits including the
grant of 10,000 shares of Company common stock and 75,000 stock options
exercisable at $1.00 per share. The options vest in three equal increments of
25,000 shares upon the closing price of the Company's common stock exceeding
$3.00, $4.50 and $6.75, respectively. In addition to the compensation provided
under the agreement, Mr. Garreau is eligible to participate in the Company's
bonus plan and is eligible for other bonuses as determined in the sole direction
of the Board of Directors. The agreement also provides, among other things,
that, if Mr. Garreau is terminated other than for Cause, the Company will pay to
him a lump sum payment equal to the product of the sum of (i) the highest annual
rate of salary paid to Mr. Garreau, and (ii) the highest annual bonus paid to or
accrued to the benefit of Mr. Garreau during the Employment Term multiplied by
two. The agreement also provides for payments to Mr. Garreau, or his estate, in
the event of his death or permanent disability.

The Company has an employment agreement with Daniel T. Landi, its
Secretary and Corporate Controller, for a term expiring on October 19, 2000,
which provides for an annual salary of $110,000 and various benefits. In
addition to the compensation provided under the agreement, Mr. Landi is eligible
to participate in all executive bonus and option plans established for senior
executives of the Company.

Stock Options

The following tables show certain information with respect to stock
options granted in 19961998 to Named Executives and the aggregate value at December
31, 19961998 of all stock options granted to such executives.the Named Executives. All information
contained in this tables and the description of the Stock Option Plans which
follow gives effect to the one-for-five reverse stock split effected on February
16, 1999. No Options granted towere exercised by Named Executives were exercised in 1996.during 1998.

Option Grants in 1996Last Fiscal Year
- --------------------------------------------------------------------------------

Individual Grants

Percent of
Number of Total
Shares Options/Granted Exercise
Underlying to Employees price Expiration
Name Options
Number of Percent of Total
Securities
Underlying Options/Granted to
Name Options/Granted Employees in Fiscal Exercise Price Expiration
---------------- --------------- ------------------- -------------- ----------
(#) 1996Granted in Fiscal Year ($/Sh) Date
--- ---- ------ ----

Carle C. Conway 8,654(1) 2.6% $1.56 12/02/06

Clifford G. Brockmyre 300,000(2) 91.04% $1.375 10/28/06
10,096(1) 3.06% $1.56 12/02/06

- --------------------- ---------------- ---------------- --------- ----------

(1) The Options vest in three equal annual installments beginning December 31,
1996.
(2) One third of such options will vest on or after April 28, 1997 if the
average closing price of the Company's Common Stock on Nasdaq over any
thirty consecutive day period, prior to December 31, 1999, exceeds $7.00
per share. An additional one third of such options will vest on or after
April 28, 1997 if the average closing price of the Company's Common Stock
on Nasdaq over any thirty consecutive day period, prior to December 31,
1999, exceeds $10.00 per share. An additional one third of such options
will vest on or after April 28, 1997 if the average closing price of the
Company's Common Stock on Nasdaq over any thirty consecutive day period,
prior to December 31, 1999, exceeds $13.00 per share. Notwithstanding the
foregoing, all such options will vest on August 14, 2005.Clifford G. Brockmyre 2,109 1.3% $ 2.50 12/2/08
Clifford G. Brockmyre 2,109 1.3% $ 2.50 7/2/08

J. Terence Feeley 1,731 1.1% $ 2.50 12/2/08
J. Terence Feeley 1,731 1.1% $ 2.50 7/2/08

Daniel T. Landi 1,269 0.8% $ 2.50 12/2/08
Daniel T. Landi 1,269 0.8% $ 2.50 7/2/08

Aggregate 19961998 Year End Option Values

Number of Shares of Common Stock Value of Unexercised
Underlying Unexercised Options In-The-Money Options at
At 12/31/96 (#) 12/31/96 (1) ($)
Name Exercisable/Unexercisable Exercisable/Unexercisable
- ---- ------------------------- -------------------------

Carle C. Conway 52,885/30,770 $875/$552

Clifford G. Brockmyre 80,031/345,064 $28,225/$42,214
- --------------------------------------------------------------------------------

Number of Shares of
Common Stock Underlying Value of Unexercised
Unexercised Options at In-The-Money Options at
12/31/98 (#) 12/31/98* ($)
Name Exercisable/Unexercisable Exercisable/Unexercisable
- --------------------- ------------------------- -------------------------

Clifford G. Brockmyre 24,346/6,831 $15,216/$4,269

J. Terence Feeley 26,924/19,590 $16,828/$12,244

Daniel T. Landi 4,769/4,077 $2,981/$1,593

- ----------
(1)* Based on December 31, 1998 Nasdaq closing price on Nasdaq of $1.5625.$1.875.

Stock Option Plans

In December 1991, the Board of Directors and stockholders of the Company
adopted a stock option plan, which was amended in April 1993 (the "1993 Stock
Option Plan"). In April 1994, the Board of Directors adopted the 1994 Stock
Option Plan which was approved and adopted by the Company's stockholders at the
1994 Annual Meeting of Stockholders. In June 1995 the Board of Directors adopted
the 1995 Stock Option Plan which was approved by the Company's stockholders at
the 1995 Annual Meeting of Stockholders. In December 1996, the Board of
Directors adopted the 1996 Stock Option Plan which was approved and adopted by
the Company's stockholders at the 1996 Annual Meeting of Stockholders. In
December 1997, the Board of Directors adopted the 1997 Stock Option Plan which
was approved and adopted by the Company's stockholders at the 1997 Annual
Meeting of Stockholders. In December 1998, the Board of Directors adopted the
1998 Stock Option Plan which was approved and adopted by the Company's
stockholder at the 1998 Annual Meeting of Stockholders. The 1993, 1994, 1995,
1996, 1997 and 1996 Stock1998 Option Plans are collectively referred to herein as the
"Option Plans". The 1993, 1994, 1995, 1996, 1997 and 19961998 Option Plans provide
for the grant to employees, officers and consultants of options to purchase up
to 250,000, 225,000, 255,000, 400,000, 600,000 and 400,000500,000, respectively, or an
aggregate of 2,230,000 shares of Common Stock, respectively,
consisting of both "incentiveincentive
stock options"options within the meaning of Section 422 of the United States Internal
Revenue Code of 1986 (the "Code") and non-qualified options. The Option Plans
are intended to qualify under Rule 16b-3 of the Securities Exchange Act of 1934.
Incentive stock options are issuable only to employees of the Company, while
non-qualified options may be issued to non-employees, consultants, and others,
as well as to employees of the Company.

The Option Plans are administered by the Compensation Committee of the
Board of Directors, which determines those individuals who shall receive
options, the time period during which the options may be partially or fully
exercised, the number of sharesshare of Common Stock that may be purchased under each
option, and the option price. The members of this committee are ineligible to
receive options under the Option Plans.

The per share exercise price of an incentive or non-qualified stock option
may not be less than the fair market value of the Common Stock on the date the
option is granted. The aggregate fair market value (determined as of the date
the option is granted) of the shares of Common Stock for which incentive stock
options are first exercisable by any individual during any calendar year may not
exceed $100,000. No person who owns, directly or indirectly, at the time of the
granting of an incentive stock option to him or her, more than 10% of the total
combined voting power of all classes of stock of the Company shall be eligible
to receive any incentive stock optionsoption under the Option Plans unless the option
price is at least 110%$110% of the fair market value of the Common Stock subject to
the option, determined on the date of grant. Non-qualified options are not
subject to this limitation.

No incentive stock option may be transferred by an optionee other than by
will or the laws of descent and distribution, and during the lifetime of an
optionee, the option will be exercisable only by him or her. In the event of
termination of employment other than by death or disability, the optionee will
have three months after such termination during which to exercise the option.
Upon termination of employment of an optionee by reason of death or permanent
total disability, the option remains exercisable for one year thereafter to the
extent it was exercisable on the date of such termination. No similar limitation
applies to non-qualified options.

In April 1993, the Board of Directors and stockholders of the Company
adopted a non-discretionary non-employee directors' stock option plan (the
"Directors' Plan") that provides for the grant to non-employee directors of
non-qualified options to purchase up to 50,000 shares of Common Stock. Pursuant
to the Directors' Plan, each new non-employee director of the Company is
automatically granted, upon becoming a director, an option to purchase 2,500
shares of Common Stock at the fair market value of such shares on the grant
date. Each option vests one year from the date of grant. In addition, each
non-employee director shall automatically be granted an option to purchase 2,500
shares at the fair market value of such shares on the date of grant, on the last
day of each fiscal year during which he or she serves as a director of the
Company. Such options shall vest one year from the date of grant.

Options under the Option PlanPlans and Directors' Plan must be granted within
10 years from the effective date of each respective plan. Incentive stock
options granted under the plansplan cannot be exercised more than 10 years from the
date of grant, except that incentive stock options issued to greater than 10%
stockholders are limited to four yearfour-year terms. All options granted under the plans
provide for the payment of the exercise price in cash or by delivery to the
Company of shares of Common Stock already owned by the optionee having a fair
market value equal to the exercise price of the options being exercised, or by a
combination of such methods of payment. Therefore, an optionee may be able to
tender shares of Common Stock to purchase additional shares of Common Stock and
may theoretically exercise all of his stock options without making any
additional cash investment.

Any unexercised options that expire or that terminate upon an optionee's
ceasing to be affiliated with the Company become available once again for
issuance. As of April 27, 1997,September 30, 1999 the Company had outstanding incentive stock
options to purchase 892,344504,848 shares of Common Stock to four individuals under the Option PlanPlans and
non-qualified options to purchase an aggregate of 12,500 shares
of Common Stock to Robert J. Sherwood and 2,5001,500 shares of Common Stock
to Michael S. Smith, and 500 shares of Common Stock to James P. Sherblom under
the Directors' Plan. These options are exercisable at prices ranging from $1.88$1.875
to $2.75$2.50 per share.

Director7

Compensation Committee Interlocks and Insider Participation in Compensation
Decisions

None of the directors serving on the Compensation Committee is an employee
of the Company. No director or executive officer of the Company is a director or
executive officer of any other corporation that has a director or executive
officer who is also a director of the Company.

Directors Compensation

Non-employee directors currently receive 2,500 Stock Optionsstock options at the end of
each year of service as a director. The Company does not pay a fee to directors
for services rendered as directors. Each director is reimbursed for travel
expenses incurred in connection with attendance at meetings of the Board of
Directors and its committees.

7
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

In April 1997,February 1998, the former chairman and principal shareholder of the
Company, along with related parties of the principal shareholder, sold an
aggregate of 470,044 shares of common stock of the Company to Northeast Hampton
Holdings, LLC. Also, the principal stockholder sold his interest in the above
convertible secured notes with a principal balance of $900,605 to Northeast
Hampton Holdings. Northeast Hampton Holdings, in turn, forgave $106,743 of the
notes payable as consideration for 35,581 shares of common stock issued to Carle C. Conway, a stockholder,in
connection with the exercise of stock options. The remaining $793,862 of
principal outstanding was converted into 101,355 shares of common stock at an
average conversion price of $8.15 per share.

On June 30, 1998, the Company's president and chief executive officer
and director ofloaned the Company an aggregate of 161,943 shares of Common
Stock in consideration for Mr. Conway's payment to Moller International, Inc. of
a $250,000 portion of$1.15 million. The note evidencing the settlement of a judgment against the Company. The
shares, which are unregistered, were valued at $1.544, the fair market value of
the Company's Common Stock on the date the judgment was entered.

Between December 1994 and January 1997, the Company borrowed an aggregate
of $898,671 for working capital from Carle C. Conway, a stockholder, officer and
director of the Company. The loans are evidenced by three-year promissory notes
which mature from December 1997 through January 1999, and bear interest at the
rate of 10% per annum. The notes are convertible at the discretion of the holder
into shares of Common Stock at a conversion price ranging from $1.13 to $2.00
per share.

In April 1995, the Company borrowed $100,000 for working, capital from
Sheelagh M. Brockmyre, the wife of Clifford G. Brockmyre an officer director and
principal stockholder of the Company. The loan
is evidenced byfor a three-year
promissory note which matures in April 1998term of fifteen years and bears interest at the rate of 10%9.0% for the
first twelve months and adjusts annually thereafter to a rate equal to the
one-year T-Bill rate plus 3.5%. The president and chief executive officer also
loaned the Company $250,000 earlier this year. In consideration for the loans,
the Company granted the lender detachable warrants to purchase 536,000 shares of
Company Common Stock exercisable at $5.60 per annum. The note is convertible at the discretionshare. Half of the holderwarrants are
immediately vested and, provided that the loan remains outstanding, the
remaining 50% vest in four equal allotments; six, nine, twelve, and fifteen
months from the anniversary date of the loan. In the event the loan is prepaid
within such period, any unexercisable warrants are cancelable.

In May 1998, the Company entered into an agreement with James P. Sherblom
pursuant to which Mr. Sherblom agreed to act as Senior Financial Advisor to the
Company. In consideration for such services, the Company granted to Mr. Sherblom
a non-qualified stock option to purchase 48,000 (post-split) shares of Company's
Common Stock at the conversion pricefair market value on the date of $1.75the agreement. The options
vest

with respect to 2,000 shares per share, subject to
adjustment.month over a 24-month period. The Agreement is
terminable by either party on 30 days' notice, in which event any unvested
options would be forfeited. In March 1995,October 1998, Mr. Sherblom became a Director of
the Company borrowed $125,000 for working capital from a
trust established for Mr. Conway's daughter, of which Mr. Conway's wife is the
trustee. The loan was evidenced by a three-year promissory note which matures in
March 1998 and bears interest at the rate of 10% per annum. The note was
converted into 66,489 shares of Common Stock on March 27, 1996.Company.

The Company believes the foregoing transactions which involved affiliates
were on terms no less favorable to the Company than could have been obtained
from unaffiliated third parties. As a matter of policy, in order to reduce the
risks of self-dealing or a breach of the duty of loyalty to the Company, all
transactions between the Company and any of its officers, directors or principal
stockholders are for bona fide purposes and are approved by a majority of the
disinterested members of the Board of Directors.

ELECTION OF DIRECTORS

At the meeting, four Directors will be elected by the stockholders to
serve until the next annual meeting or until their successors are elected and
qualified. The accompanying form of proxy will be voted for the election as
Directors of the four persons named below, unless the proxy contains contrary
instructions. Proxies cannot be voted for a greater number of persons than the
number of nominees named herein. Management has no reason to believe that any of
the nominees will not be a candidate or will be unable to serve. However, in the
event that any of the nominees should become unable or unwilling to serve as
Director,Directors, the proxy will be voted for the election of such person or persons as
shall be designated by the Board of Directors.

Carle C. Conway. Mr. Conway, age 67, the founder of the Company, has been
its Chief Executive Officer and a Director since its inception in 1986. From
1977 to mid 1992, Mr. Conway was the President of Eastern Molding International,
a plastic molding company which he founded in 1977 and sold in 1992. Prior to
founding the Company, Mr. Conway served in various capacities with GTE from 1971
to 1977, including Vice President of GTE Information Systems, where he was
responsible for nationwide data transmission services, and Vice President of
Ultronic Systems Company, a subsidiary of GTE, where he managed a worldwide data
network that provided real-time stock and commodity quotations to investment and
stock brokerage firms. From 1964 to 1971, Mr. Conway held several positions with
Aerojet-General Corporation, a manufacturer of rocket engines. Mr. Conway
received a Bachelor of Science Degree in Mechanical Engineering from the
Massachusetts Institute of Technology and holds approximately ten patents in the
fields of rocket controls, hydraulic devices and plastic fabrication processes.
He is a recipient of the Air Force Award of Excellence for Outstanding
Management and the Air Force Ballistic Systems Division Award for Management.

Clifford G. Brockmyre. Mr. Brockmyre, age 56,58, has been a director of the
Company since October 1994 and its President since October 1995. He has been
involved with manufacturing since 1966. He was a majority stockholder in Quabbin
Industries, which he purchased in 1973. He took Quabbin from a nearly bankrupt
job shop to an extremely profitable manufacturer with revenues of over $30
million in 1990. Mr. Brockmyre sold Quabbin in 1990 for $24 million to a Fortune
500 Company. For over 27
years, heMr. Brockmyre has been involved in the tooling, machining and
manufacturing industries throughout the country. He is a member of the
Licensing Executive Society, a member of the faculty of Mohawk Research's
Commercialization Programs of the Department of Energy and Los Alamos National
Laboratory and was the 1992 Chairman of the 3000+ corporation
member National Tooling and Machining Association. He developed the laser
manufacturing liaison to the National Laboratories at Los Alamos, Sandia and Oak
Ridge for Laser Fare. The Department of Energy has set up Laser Fare as a model
for technology transfer under its Small Business Initiative. Mr. Brockmyre was
recently appointed by the Governor of Rhode Island to the State Economic
Advisory Council.

Robert J. Sherwood.Terence Feeley. Mr. Sherwood,Feeley, age 53,49, has been a Directordirector of the Company
since April 1993. Mr. Sherwood is the PresidentMarch 1999 and Chief Executive
Officer of Teneron Corporation, an internet based technology company. From 1991
through mid-1997, Mr. Sherwood was the President of the Center for Business
Innovation, an organization which provides business services for high growth
technology-related companies.Laser Fare -- Advanced Technology
Group since 1994. He was the co-founder, President and CEO of Laser Fare prior
to it being acquired by the Company. Mr. SherwoodFeeley is the President of the Laser
Institute of America, the author of over 50 papers on laser technology and the
co-editor of three books in the area of laser based rapid manufacturing. Mr.
Feeley received Bachelors and Masters
degrees in environmental engineeringa BA from the University of Kansas and a Master
degree in business from California State University. Mr. Sherwood is currently a
member of the Advisory Board of Directors of the Bloch School of Business and
Public Administration at the University of Missouri-Kansas City; an Adjunct
Professor at the Bloch School of Business and Public Administration at the
University of Missouri-Kansas City teaching courses on Venture Capital and Small
Business Management and Entrepreneurship; a Price-Babson SEE-10 Fellow at Babson
College in 1994; and the University of Missouri Presidents Technology appointee
to the Mid-America Universities Association; was recently appointed a
Distinguished Executive Lecturer at the University of Kansas; a member of the
Advisory Board of The Capital Resource Network, an organization matching
investors with early stage technology companies; a member of the Board of the
Grant Thornton Business Council.Rhode Island.

Michael S. Smith. Mr. Smith, age 43, was elected to45, became a director of the Board of DirectorsCompany in
1995 and is a member of the Audit and Compensation committees.Committee. Mr. Smith is the

President and CEO of Micropub Systems International, Inc., a brewery system
manufacturer, and is a principal of InternationalCambridge Capital & Management Inc.,Group, LLC, a
merchant banking and venture capital firm. From October 1992 through January 1997, Mr. Smith was the
Managing Director of Corporate Finance of H.J. Meyers & Co. (formerly known as Thomas James Associates, Inc.) an investment
banking firm and was general counsel of such firm from May 1991 through May
1995. Mr. Smith
serves on the Board of Directors of The Village Green Bookstore, Inc. and CSL
Lighting Manufacturing, Inc. Mr. Smith was associated with the law firm of Harter, Secrest & Emery from
1987 until 1991. Mr. Smith received a B.A. from Cornell University and a J.D.
magna cum laude from Cornell University School of Law.

William G. Lyons III. Mr. Lyons, age 43, became a director of the Company
in December 1998. He is President of Third Generation Consultants, LLC and
Chairman of Blackstone Medical, Inc. Previously, Mr. Lyons was employed by
Brimfield Precision, Inc. from 1981 through 1998, a manufacturer of surgical
instruments and orthopedic implants, in various capacities including President
and Chief Executive Officer. Mr. Lyons received a B.S. in Mechanical Engineering
- -- Material Science from the University of Connecticut and a M.S. in Biomedical
Engineering from Hartford Graduate Center/Rensselaer Polytechnical Institute.

During the year ended December 31, 1996,1998, the Board of Directors held four4
meetings. Each director standing for re-election attended at least 75% of such
meetings. The Board maintains an Audit Committee and Compensation Committee both
of which are comprised of Messrs. Lyons,
Smith Sherwood and Rowe.Sherblom and a Compensation Committee comprised of Messrs. Lyons,
Smith and Sherblom.

The Audit Committee approves the selection of the Company's auditors and
meets and interacts with the auditors to discuss questions in regard to the
Company's financial reporting. The Compensation Committee evaluates the
performance of the Company's executive employees and determines the salaries and
other compensationscompensation payable to such persons. Each such Committee met twice during
the fiscal year with all members present.

The affirmative vote of holders of a plurality of the shares of Common Stock
present or represented at the Annual Meeting is required for the election of
directors.

Management Recommends a Vote FOR the Election of the Foregoing Nominees.

PROPOSAL TO CHANGE THE CORPORATION'S NAME
TO INFINITE GROUP, INC.

The Board of Directors believes it would be advantageous to amend Article
FIRST of the Company's Certificate of Incorporation to change the Corporation's
name from Infinite Machines Corp. to Infinite Group, Inc. The proposed change is
primarily to eliminate the reference to "engines" in the Corporation's name to
eliminate market and industry confusion since the Corporation is no longer
engaged in the engine development business.

The proposed amendment would amend Article "FIRST" of the Company's
Certificate of Incorporation to read as follows:

"FIRST: The name of the corporation (hereinafter the "corporation")
is Infinite Group, Inc."

If approved, this name change will become effective upon filing of a
Certificate of Amendment to the Certificate of Incorporation of the Corporation
with the Secretary of state of Delaware which is expected to follow shortly
after the meeting.

The affirmative vote a majority of the outstanding shares of Common
Stock entitled to vote is required for the adoption of this proposed
amendment.

The Board of Directors unanimouslyCompany recommends a vote FOR this amendment.

APPROVAL OF 1997the election of the foregoing nominees.

PROPOSAL TO APPROVE THE
COMPANY'S 1999 STOCK OPTION PLAN

On October 16, 1997,18, 1999, the Board of Directors approved the 19971999 Stock Option
Plan (the "Plan"). The Plan will become effective upon the ratification by the
affirmative vote of the holders of a majority of the Company's outstanding
shares of Common Stock. It provides, among other matters, for incentive and/or
non-incentive

10
stock options.

Theoptions and for non-discretionary grants to non-employee directors of the
Company.

One purpose of the Plan is to provide incentives to directors and key
employees whose performance will contribute to the long-term success and growth
of the Company, to strengthen the ability of the Company to attract and retain
directors and employees of high competence, to increase the identity of
interests of such key employeespersons with those of the Company's stockholders and to help
build loyalty to the Company through recognition and the opportunity for stock
ownership. All ownersdirectors and key employees of the Company who are in positions which
enable them to make significant contributions to the long-term performance and
growth of the Company are eligible to receive awards under the Plan.

ThePursuant to the Plan, is administered by a
disinterested committeeeach non-employee director upon initial election to
the Board (or upon approval of the BoardPlan with respect to Messrs. Lyons and Smith,
current non-employee directors standing for re-election) will receive
non-qualified options to purchase 7,500 shares of Directors,Common Stock exercisable at
the membersfair market value on the date of which are
ineligiblegrant. These options will vest one-third on
the date of grant and one-third at the end of each subsequent year of service.
In addition, each non-employee Director will receive options to receive grants underpurchase an
additional 5,000 shares of Common Stock on the Plan.date of the Company's annual
stockholders' meeting. Such options will have an exercise price equal to the
fair market value of the Common Stock on the date of grant and will vest
one-third upon grant and one-third on each of the first and second anniversary
of the date of grant.

The maximum aggregate number of shares as to which awards or options may
at any time be granted under the Plan is 600,000110,000 shares.

The Option Plan is administered by the Compensation Committee of the Board
of Directors, which determines those individuals who shall receive options, the
time period during which the options may be partially or fully exercised, the
number of shares of Common Stock that may be purchased under each option, and
the option price.

The members of this committee are ineligible to receive
options under the Plan.

Terms of OptionsOption

The Plan permits the granting of both incentive stock options and
non-qualified stock options. The option price of both incentive stock options
and non-qualified stock options must be at least equal to 100% of the fair
market value of the shares on the date of grant. The maximum term of each option
is ten years. For any participant who owns shares possessing more than 10% of
the voting rights of the Company's outstanding Common Stock, the exercise price
of any incentive stock option must be at least equal to 110% of the fair market
value of the shares subject to such option on the date of grant and the term of
the option may not be longer than four years. Options become

exercisable at such time or times as the Compensation Committee may determine at
the time it grants options.

Under certain circumstances involving a change in the number of
outstanding shares of Common Stock without the receipt by the Company of any
consideration therefor, such as a stock split, stock consolidation or payment of
a stock dividend, the class and aggregate number of shares of Common Stock in
respect of which Options may be granted under the Plan, the number of shares
subject to each option and the option price per share shall be proportionately
adjusted.

The Plan will terminate on October 15, 200718, 2009 and may be terminated by the
Board of Directors of the Company prior to that date.

The Company believes that the Plan should be approved because of the need
to have the ability to issue stock options to thedirectors and key employees upon
whose performance and contribution the long-term success and growth of the
Company is dependent.

The affirmative vote of the holders of a majority of the issued and
outstanding shares of Common Stock ofpresent or
represented at the CompanyAnnual Meeting is required for the approval of the 19971999 Stock
Option Plan.

12
The Board of Directors deems the adoption of the 1997 Option Plan to be in
the best interest of the Company and recommends a vote FOR its approval.the approval of the
1999 Stock Option Plan.

RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS

The directors propose that the stockholders ratify the appointment of
Freed Maxick Sachs & Murphy, P.C. as the Company's independent auditors for
1997.1999. Freed Maxick Sachs & Murphy, P.C. were the Company's independent auditors
for its last fiscal year. The report of Freed Maxick Sachs & Murphy, P.C. with
respect to the Company's financial statementsstatement appears in the Company's annual
report on Form 10-KSB for such year. A representative of Freed Maxick Sachs &
Murphy, P.C. will be available at the annual meeting and will have an
opportunity to make a statement if he

desires to do so and will be available to respond to appropriate questions. In
the event the stockholders fail to ratify the appointment, the directors will
consider it a directive to consider other auditors for athe subsequent year.

The affirmative vote of holders of a plurality of the shares of Common Stock
present or represented at the Annual Meeting is required for the ratification of
appointment of independent auditors.

The Board of DirectorsCompany recommends a vote FOR the ratification
of appointment of independent auditors.

GENERAL

The management of the Company does not know of any matters other than
those stated in thisthe Proxy Statement which are to be presented for action at the
meeting. If any other matters should properly come before the meeting, it is
intended that proxies in the accompanying form will be voted on any such other
matters in accordance with the judgment of the persons voting such proxies.
Discretionary authority to vote on such other matters is conferred by such
proxies upon the persons voting them.

The Company expects representatives of Freed Maxick Sachs & Murphy, P.C.,
the Company's independent auditors, to be presentavailable at the Annual Meetingmeeting and to
respond to pertinent questions of stockholders.

The Company will bear the cost of preparing, assembling and mailing the
Proxy, Proxy Statement and other material which may be sent to the stockholders
in connection with this solicitation. In addition to the solicitation of proxies
by use of the mail, officers and regular employees of the Company may solicit
the return of proxies. The Company may reimburse persons holding stock in their
names or in the names of other nominees for their expenses in sending proxies
and proxy material to principals. Proxies may be solicited by mail, personal
interview, telephone and telegraph.

The Company will provide without charge to each person being solicited by
this Proxy Statement, upon the written request of any such person, a copy of the
Annual Report of the Company on Form 10-K10-KSB for the year ended December 31, 19961997
(as filed with the Securities and Exchange Commission) including the financial
statements thereto. All such requests should be directed to Infinite Machines
Corp.Group,
Inc., 300 Metro Center Boulevard2364 Post Road, Warwick, Rhode Island 02886, Att: Secretary.

All proposals of stockholders intended to be included in the proxy
statement to be presented at the 19971999 Annual Meeting of Stockholders must be
received at the Company's executive offices no later than March 31, 199815, 2000 and
should be directed to the Secretary of the Company.

By Order of the Board of Directors

Daniel T. Landi, Secretary

Dated: November 13, 199715, 1999

PROXYSOLICITED BY THE BOARD OF DIRECTORS
INFINITE MACHINES CORP.
This Proxy is solicited by the Board of Directors for
Annual Meeting onGROUP, INC.

ANNUAL MEETING OF STOCKHOLDERS

December 12, 199710, 1999

PROXY

The undersigned stockholder of Infinite Group Inc. (the "Company") hereby
appoints Carle C. Conway and Clifford G. Brockmyre and Kenneth S. Rose and each of them acting
singly, with full power of substitution, the attorneys and proxies of the undersigned
and authorizes them to attendrepresent and vote on behalf of the undersigned, as
designated, all of the shares of capital stock of the Company that the
undersigned is entitled to vote at the Annual Meeting of Stockholders of Infinite
Machines Corp.the
Company to be held on December 12, 1997 at 10:00 a.m.,10, 1999, and at any adjournment thereof, hereby revokingor postponement
of such meeting for the purposes identified on the reverse side of this proxy
and with discretionary authority as to any proxies heretofore given, to vote all
sharesother matters that properly come
before the Annual Meeting of Common StockStockholders of the Company, held or ownedin accordance with and
as described in the Notice of Annual Meeting of Stockholders and the Proxy
Statement. This proxy when properly executed will be voted in the manner
directed herein by the undersigned as
indicated on the proposals as more fully set forth in the Proxy Statement, and
in their discretion upon such other matters as may come before the meeting.

1. ELECTION OF DIRECTORS -- Carle C. Conway, Clifford G. Brockmyre, Robert J.
Sherwood and Michael S. Smith.

|_|stockholder. If this proxy is returned
without direction being given, this proxy will be voted FOR all nominees,
|_| WITHHOLD authority to vote for all nominees,
|_| FOR all nominees, EXCEPT nominee(s) writtenproposals.

SEE REVERSE
(IMPORTANT - TO BE SIGNED AND DATED ON REVERSE SIDE)

|X| Please mark votes as in below.

_________________________________________

2. The Approval of the change of the Corporation's name to Infinite Group,
Inc. |_| FOR |_| AGAINST |_| ABSTAIN

3. THE APPROVAL OF THE 1997
STOCK OPTION PLAN. |_| FOR |_| AGAINST |_| ABSTAIN

4. TO RATIFY THE APPOINTMENT OF
AUDITORS FOR 1997. |_| FOR |_| AGAINST |_| ABSTAINthis example.
The Board of Directors recommends a vote for eachFOR proposals 1, 2, 3, 4 and 5.

FOR WITHHOLD

1. Election of four Directors: |_| |_|
Nominees:
Clifford G. Brockmyre WITHHOLD FOR NOMINEE BELOW:
J. Terence Feeley
William G. Lyons III
Michael Smith

FOR AGAINST ABSTAIN

2. Approve the foregoing proposals.

(Continued,Company's 1999 |_| |_| |_|
Stock Option Plan

3. Ratify the appointment of |_| |_| |_|
Freed Maxick Sachs & Murphy, P.C.
P.C. as independent auditors.

MARK HERE FOR MARK
ADDRESS CHANGE |_| HERE FOR |_|
AND NOTE BELOW COMMENTS

Please sign exactly as your name appears on stock certificate. If acting as
attorney, executor, trustee, guardian or in other representative capacity, sign
name and to be Signed, on Reverse Side)

The shares representedtitle. If a corporation, please sign in full corporate name by
this proxy will be voted as directedPresident or if no
direction is indicated, will be voted FOR each ofother authorized officer. If a partnership, please sign in the
proposals.

The undersigned hereby acknowledges receipt of the Notice of,partnership name by an authorized person. If held jointly, both parties must
sign and Proxy
Statement for, the aforesaid Annual Meeting.

Dated: ____________________, 1997

_______________________________
Signature of Stockholder

_______________________________
Signature of Stockholderdate.
PLEASE MARK, SIGN, DATE AND SIGN EXACTLY AS NAME
APPEARS HEREON. EACH JOINT TENANT
MUST SIGN. WHEN SIGNING AS
ATTORNEY, EXECUTOR, TRUSTEE, ETC.
GIVE FULL TITLE, IF SIGNER IS
CORPORATION, SIGN IN FULL CORPORATE
NAME BY AUTHORIZED OFFICERRETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.

Signature:____________________________________ Date:______________________