SCHEDULE 14A INFORMATION

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                         Securities Exchange Act of 1934

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|_| 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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                              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.


                                       1


                      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


                                       2


      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 


                                       2


      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. 3 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 $110,000 and various benefits. In addition to the compensation provided under the agreement, Mr. Landi is eligible to participate in all executive bonus and option plans established for senior executives of the Company. 4 Stock Options The following tables show certain information with respect to stock options granted in 19961998 to Named Executives and the aggregate value at December 31, 19961998 of all stock options granted to such executives.the Named Executives. All information contained in this tables and the description of the Stock Option Plans which follow gives effect to the one-for-five reverse stock split effected on February 16, 1999. No Options granted towere exercised by Named Executives were exercised in 1996.during 1998. Option Grants in 1996Last Fiscal Year - -------------------------------------------------------------------------------- Individual Grants Percent of Number of Total Shares Options/Granted Exercise Underlying to Employees price Expiration Name Options
Number of Percent of Total Securities Underlying Options/Granted to Name Options/Granted Employees in Fiscal Exercise Price Expiration ---------------- --------------- ------------------- -------------- ---------- (#) 1996Granted in Fiscal Year ($/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. 5 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. 6 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. 6 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 8 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. 8 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. 9 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 9 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. 10 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. 11 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 11 exercisable at such time or times as the Compensation Committee may determine at the time it grants options. 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. 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 12 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. 13 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. 13 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 14 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:______________________ Signature:____________________________________ Date:______________________