SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant |X|
Filed by a Party other than the Registrant |_|

Check the appropriate box:

|_||X| Preliminary Proxy Statement
|_| Confidential, Forfor Use of the Commission Only
(as permitted by Rule 14a-6(e)(2)
|X||_| Definitive Proxy Statement
|_| Definitive Additional Materials
|_| Soliciting Material Pursuant to Rule 14a-(11(c)ss.240.14a-11(c) or Rule 14a-12ss.240.14a-12

INFINITE GROUP, INC.
------------------------------------------------________________________________________________________________________________
(Name of Registrant as Specified inIn Its Charter)

Name________________________________________________________________________________
(Name of Person(s) Filing Proxy Statement, if other than the registrant)
- --------------------------------------------------------------------------------Registrant)

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INFINITE GROUP, INC.

2364 Post Road
Warwick, Rhode Island 02886

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON DECEMBER 10, 1999MARCH 22, 2001

To the Stockholders of
Infinite Group, Inc.

NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of Infinite
Group, Inc. (the "Company") will be held on December 10, 1999March 22, 2001 at 2:30 p.m. at Laser
Fare Inc., One Industrial Drive, Smithfield, Rhode Island 02917, for the
following purposes:

1. To elect a board of four directors.five directors to the Board.

2. To consider and act upon a proposal to approve the issuance of up to
3,300,000 shares of the Company's 1999 Stock
Option Plan.common stock under an Equity Line of Credit
Agreement, dated November 20, 2000, between the Company and Cockfield Holdings
Limited.

3. To ratify the appointment of independent auditors for 1999.

4.2000.

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 12, 1999February 26, 2001 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 15, 1999February 27, 2001

INFINITE GROUP, 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 Group, Inc. (the "Company") of proxies in the
form enclosed for the Annual Meeting of Stockholders to be held at the offices
of Laser Fare, Inc., One Industrial Drive, Smithfield, Rhode Island 02917, on
December 10,
1999,March 22, 2001 at 2:30 p.m. and for adjournment or adjournments thereof, for the
purpose set forth in the accompanying Notice of Annual Meeting of Stockholders.
The Board of Directors (the "Board") 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 fourfive persons listed herein as
nominees as directors, (b) in favorfor approval of the adoptionissuance of up to 3,300,000
shares of the Company's 1999 Stock Option Plan,common stock under the Equity Line of Credit Agreement,
dated November 20, 2000, between the Company and Cockfield Holdings Limited, (c)
for the ratification of the appointment of independent auditors for 2000, and (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 19981999 Annual Report will be mailed to the
Company's stockholders is November 15, 1999.February 27, 2001. The principal executive officers of
the Company are located at 2364 Post Road, Warwick, Rhode Island 02886.

VOTING SECURITIES

Only stockholders of record at the close of business on November 2, 1999February 26, 2001
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 2,128,540________________
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.with, except a certain
Form 3, which was filed late by Bruce J. Garreau and a certain Form 4, which was
filed late, by Clifford G. Brockmyre II.

The following table, together with the accompanying footnotes, sets forth
information, as of November 1, 1999,January 31, 2001, 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.

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

Clifford G. Brockmyre II 1,383,058(4) 34.49%
J. Terence Feeley 127,106(5) 3.56%
Bruce J. Garreau 97,000(6) 2.78%
Daniel T. Landi 17,695(7) *
Thomas J. Mueller 5,000 *
Brian Q. Corridan 2,500(8) *
William G. Lyons III 8,333(9) *
Michael S. Smith 10,333(10) *
All executive officers, and directors as a group (8
persons) 1,651,692(11) 39.41%
--------------------- -------------------

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

Directors and Executive Officers:
Clifford G. Brockmyre 757,144(4) 26.2%
Daniel T. Landi 8,846(5) *
J. Terence Feeley 110,174(6) 4.9%
Bruce J. Garreau 88,500(7) 4.0%
Michael S. Smith 1,000(8) *
James P. Sherblom 90,500(9) 4.1%
William Lyons -- *
All executive officers and directors as a 1,056,164(10) 33.2%
group (7 persons)

5% Stockholders:
Northeast Hampton Holdings, LLC(11) 497,106 21.7%
1895 Mt. Hope Avenue
Rochester, NY 14620

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

5% Stockholders

Northeast Hampton Holdings, LLC(12)
PO Box 146
Boca Raton, FL 33429 497,106 14.36%

Neptune Capital, Inc. (13)
6119 Camino-de-la-Costa
La Jolla, CA 92037 300,000 8.49%

Cockfield Holdings, LLC (14)
c/o Mischon deReya Solicitors
21 Southhampton Row
London WC1B 5HS England
Attention: Kevin Gold 200,000 5.46%

- -------------------
** Less than 5%

(1) 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. 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 percent 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.
(3) Assumes that all currently exercisable option or warrants or convertible
notes owned by the individual have been exercised.
(4) Includes 20,000 shares owned by Mr. Brockmyre's wife as to which shares
Mr. Brockmyre disclaims beneficial ownership, 91,076and 548,571 shares subject
to currently exercisable optionswarrants and 536,000 shares subject to currently
exercisable warrants.options.
(5) Includes 7,769105,939 shares subject to currently exercisable options.
(6) Includes 106,92330,700 shares subject to currently exercisable options.
(7) Includes 75,00012,284 shares subject to currently exercisable options.
(8) Includes 3332,500 shares subject to currently exercisable options.
(9) Includes 38,5008,333 shares subject to currently exercisable options.
(10) Includes 856,6018,333 shares subject to currently exercisable options, warrants
or convertible notes.options.
(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.
(13) Includes 50,000 shares subject to currently exercisable warrants and
62,500 shares subject to a subscription agreement.
(14) Includes 200,000 shares subject to currently exercisable warrants

COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS

The Summary Compensation Table below includes, for each of the fiscal
years ended December 31, 1999, 1998 1997 and 19961997 individual compensation for
services to the Company and its subsidiaries paid to: (1) the Chief Executive
Officer, and (2) the other most highly paid executive officers of the Company in
Fiscal 19981999 whose salary and bonus exceeded $100,000 (together, the "Named
Executives").

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

Clifford G. Brockmyre 1998 175,0001999 163,096 -- 339,03860,019 --
President and Chief 19971998 175,000 -- 4,038 --
Executive Officer 1996 157,5001997 175,000 -- 4,038 --

Bruce J Garreau (1) 1999 51,714
Chief Financial and 1998 --
Accounting Officer 1997 -- -- 75,000 60,000 --$7,312

J. Terence Feeley 1999 151,603 9,652 1,731 --
President Advanced 1998 169,120 10,000 56,928 --
--
President AdvancedTechnology Group 1997 142,230 9,500 -- --
Technology Group 1996 158,647 9,500 --23,462 --

Daniel T. Landi 1999 101,539 1,270
Secretary and Corporate 1999 110,000 -- 2,308 --
Controller 1998 110,000 -- 2,538 --
Secretary and 1997 110,000 -- 2,538 --
Corporate Controller 1996 100,000 -- --2,308 --

- -------------------
(1) Mr. Garreau joined the Company in July, 1999.

3
Employment Agreements

The Company hasWe have an employment agreement with itsClifford G. Brockmyre II, our
President and Chief Executive Officer, for a term expiring on June 30, 2000,2003,
which provides for an annual 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 bonus plan and is eligible for other
bonuses as determined in the sole direction of the Board of Directors.Board. 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 (collectively "Cause"))agreement), 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 two.2. The agreement also provides for payments to
Mr. Brockmyre or his estate, in the event of his death or permanent disability.

The Company hasWe have an employment agreement with Mr. J. Terence Feeley, President of
the Advanced Technology Group, for a term 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 Company'sCompany bonus plan and is eligible for other bonuses as
determined in the sole direction of the Board of Directors.Board. The agreement also provides,
among other things, that, if Mr. Feeley is terminated other than for Cause,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 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. Feeley during the Employment Term (as defined in the agreement)
multiplied by two.2. The agreement also provides for payments to Mr. Feeley or his estate, in the
event of his death or permanent disability.

The Company hasWe have an employment agreement with Bruce J. Garreau, itsour 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 priceThis option vests and/or vested
with respect to 1/3 of the Company's common stock exceeding
$3.00, $4.50shares on each

of the six, twelve and $6.75, respectively.eighteen month anniversary of the grant date. In addition
to the compensation provided under the agreement, Mr. Garreau is eligible to
participate in the Company'sCompany bonus plan and is eligible for other bonuses as
determined in the sole direction of the Board of Directors.Board. The agreement also provides,
among other things, that, if Mr. Garreau is terminated other than for Cause,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 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 (as defined in the agreement)
multiplied by two.2.0. The agreement also provides for payments to Mr. Garreau or his estate, in
the event of his death or permanent disability.

The Company hasWe have an employment agreement with Daniel T. Landi, its
Secretary and Corporate Controller,Thomas M. O'Connor, president of our
plastics group, for a term expiring on October 19, 2000,December 31, 2001, which provides for an
annual salary of $110,000$125,000 and various benefits. In addition to the compensation
provided under thethis agreement, Mr. LandiO'Connor is eligible to participate in all
executive bonus and option plans established for our senior executives of the Company.

4
executives.

Stock Options

The following tables show certain information with respect to stock
options granted in 19981999 to Named Executives and the aggregate value at December
31, 19981999 of all stock options granted to the Named Executives. All information
contained in this tables and the description of the Stock Option Plans whichthat
follow gives effect to the one-for-five reverse stock split effected on February
16, 1999. No Options were exercised by Named Executives exercised no options during 1998.1999.

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

Individual Grants

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

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

Clifford G. Brockmyre II 62,019 37.2% $ 1.875 5/6/04

Bruce J. Garreau 75,000 45.0% $ 1.000 10/1/09

J. Terence Feeley 1,730 1.04% $ 1.875 1/4/04

Daniel T. Landi 6,500 0.76% $ 1.875 1/4/04

Aggregate 19981999 Year End Option Values
- --------------------------------------------------------------------------------

Number of Shares of
Common Stock Underlying Value of Unexercised
Unexercised Options at In-The-Money Options at
12/31/98 (#) 12/31/98* ($)
Number of Shares of Common
Stock Underlying
Unexercised Options at Value of Unexercised
12/31/99 (#) In-The-Money Options at 12/31/99*
Name Exercisable/Unexercisable Exercisable/Unexercisable ($) Exercisable/Unexercisable
- ------------------------- ---------------------------- -----------------------------

Clifford G. Brockmyre 81,689/11,406 $--/--
Bruce J. Garreau 0/75,000 $--/28,125
J. Terence Feeley 71,857/36,798 $--/--
Daniel T. Landi 6,317/3,801 $--/--

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

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

- ------------------------
* Based on December 31, 19981999 Nasdaq closing price of $1.875.

5
$1.375.

Stock Option Plans

In December 1991, the Board of Directors and stockholders of the Company
adopted aWe have stock option plan,plans, 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 andwere 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 wasour board and 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 1998 Option Plans are collectively referred to herein as the
"Option Plans". The 1993, 1994, 1995, 1996, 1997 and 1998 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 500,000, respectively, orour shareholders covering an aggregate of 2,230,0002,172,926 unexercised shares of Common Stock,our
common stock, consisting of both incentive stock options within the meaning of
Section 422 of the United States Internal Revenue Code of 1986 (the "Code") and
non-qualified options. The Option Plansoption plans are intended to qualify under Rule 16b-3
of the Securities Exchange Act of 1934.1934, and were registered under Form S-8 on
May 4, 2000. Incentive stock options are issuable only to our 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.employees.

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 shareshares of Common Stock that may be purchased under each option, and the
option price. The members of this committee are eligible to receive 2,500
incentive options under the Directors' Option Plan, per year as approved by the
shareholders.

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 option under the Option Plans unless the option
price is at least $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.

NoAn optionee may not transfer an 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'our 1999 Stock Option Plan, each new non-employee director of
the Companycompany is automatically granted, upon becoming a director, an option to
purchase 2,5007,500 shares of Common Stockcommon 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 2,5005,000 shares at the fair market value of such
shares on the date of grant, on the last
daydate of our annual meeting of shareholders.
Each such option shall vest 1/3 upon grant and 1/3 at the end of each fiscalsubsequent
year during which he or she serves as a director of the
Company. Such options shall vest one year from date of grant.service.

Options under the Option Plans and Directors' Plan must be granted within
10 years from the effective date of each respective plan. Incentive stock
options granted under the plan 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-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 September 30, 1999 the CompanyJanuary 31, 2001, we had outstanding incentive stock options to purchase
504,848984,429 shares of Common Stock under the Option Plans, and
non-qualified options to purchase an aggregate of 1,500including 17,000 shares of Common Stock
to Michael S. Smith, 15,500 shares to William G. Lyons III, and 5007,500 shares of Common Stock to
James P. SherblomBrian Q. Corridan under the Directors' Plan. These options are exercisable at
prices ranging from $1.875$1.375 to $2.50$9.40 per share.

Compensation Committee Interlocks and Insider Participation in Compensation
Decisions

None of the directorsDirectors serving on the Compensation Committee of our board
is an employee
ofemployed by the Company. No directorIn addition, none of our Directors or executive
officerofficers of the Company is a director or executive officer of any other
corporation that has a director or executive officer who is also a directormember of the Company.our
Board.

Directors Compensation

Non-employee directors currently receive 2,500Pursuant to our 1999 Stock Option Plan, each non-employee Director
receives 5,000 stock 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.

Report of the Audit Committee of the Board of Directors

Membership and Role of the Audit Committee

The Audit Committee consists of three outside members of the Company's
Board of Directors. Each member of the Audit Committee is independent and
possesses other qualifications as required by Nasdaq. The Audit Committee
operates under a written charter adopted by the Board of Directors, which is
included in this Proxy Statement as Exhibit A.

The primary function of the Audit Committee is to assist the Board of
Directors in monitoring (1) the integrity of the financial statements of the
Company, (2) the compliance by the Company with legal and regulatory
requirements, and (3) the independence and performance of the Company's internal
and external auditors.

Review of the Company's Audited Financial Statements for the Fiscal Year ended
December 31, 1999

The Audit Committee has reviewed, and by its Chairman has discussed with
management, the audited financial statements of the Company for the fiscal year
ended December 31, 1999. The Audit Committee has discussed with Freed Maxick
Sachs & Murphy, P.C., the Company's independent public accountants, the matters
required to be discussed by Statement on Auditing Standards No. 61
(Communication with Audit Committees).

The Audit Committee has also received the written disclosures and the
letter from Freed Maxick Sachs & Murphy, P.C., required by Independence
Standards Board Standard No. 1 (Independence Discussion with Audit Committees),
and the Audit Committee has discussed the independence of Freed Maxick Sachs &
Murphy, P.C., with that firm. Based on the Audit Committee's review and
discussions noted above, the Audit Committee recommended to the Board of
Directors that the Company's audited financial statements be included in the
Company's Annual Report on Form 10-KSB for the fiscal year ended December 31,
1999 for filing with the SEC.

Submitted by:

Michael S. Smith, Chairman of the Audit Committee
William G. Lyons III
Brian Q. Corridan*

*Joined the Committee on November 19, 2000.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

In FebruaryDuring the period from January 1, 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 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 Junethrough September 30, 1998, the Company's2000, our
president and chief executive officer loaned the Company an aggregate of
$1.15 million. The note evidencing the loan
is for a term of fifteen years and bears$2,274,000, which bore interest at the rate of 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.various interest rates. In consideration for
thethese loans, the Company granted the lender detachableour president was issued warrants to purchase 536,000689,000 shares of
common stock. As of September 30, 2000, the Company had repaid approximately
$1,045,000 of the loans and approximately $809,000 had been converted into
556,000 shares of common stock.

In May 2000, we completed a $500,000 private placement of Common Stock
exercisablewith Neptune Capital, Inc., at $5.60a price of $2.00 per share. Halfshare, of which $250,000 was
paid in cash and the warrants are
immediately vested and, provided that the loan remains outstanding, the
remaining 50% vestremainder is due in four equal allotments; six, nine, twelve,installments (August 31,
2000, November 29, 20000, February 26, 2001 and fifteen
months fromMay 26, 2001) with accrued
interest at 10% per annum. In conjunction with the financing, we issued warrants
to purchase 50,000 and 100,000 shares of Common Stock, at exercise prices of
$1.625 and $2.00 per share, respectively, exercisable commencing on the first
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 fair market value onwarrant and expiring five years from the date of
the agreement. The options
vest

with respect to 2,000 shares per 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.issuance.

In October 1998, Mr. Sherblom became a Director2000, our president converted $242,064 of the Company.

The Company believesoutstanding debt into
88,668 shares of common stock.

We believe that 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.Board.

ELECTION OF DIRECTORS

At the meeting, fourfive 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 fourfive 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 unable or unwilling to serve as
Directors, the proxy will be voted for the election of such person or persons as
shall be designated by the Board of Directors.Board.

Clifford G. Brockmyre.Brockmyre II. Mr. Brockmyre, age 58,59, has been a director of
the Company since October 1994 and its President since October 1995. He has been
involved with manufacturing since 1966. For over 27 years, Mr. Brockmyrehe has been involved
in the tooling, machining and manufacturing industries 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

9
Small Business Initiative. Mr. Brockmyre serves on the Rhode Island State
Economic Advisory Council, a position to which he was
recently appointed by the Governor
of Rhode Island toIsland.

Brian Q. Corridan. Mr. Corridan, age 52, became a director in June 2000
and is a member of the State Economic
Advisory Council.audit and compensation committees. Since 1994, he has
been president of Corridan & Co. after founding the privately owned full service
investment firm registered with the SEC, NYSE and NASD. He has served as a
Registered Representative with Prudential Securities, Tucker Anthony-R.L., Day,
and Kidder Peabody & Co. Mr. Corridan received his BA from Stonehill College,
and is a graduate of the Naval Officers Candidate School in Newport. Also, he is
a director of Health New England, serves on the Finance Committee of Baystate
Health System, and as a Trustee for several civic and educational organizations,
including Our Lady of Elms College and Springfield Technical Community College
Assistance Corporation.

J. Terence Feeley. Mr. Feeley, age 49,50, has been a director of the Company
since March, 1999 and the President of the 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. Feeley 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 a BA from the University of Rhode Island.

William G. Lyons III. Mr. Lyons, age 43, became a director of the Company
in December 1998 and is a member of the audit and compensation committees. Mr.
Lyons is president of Third Generation Consultants, LLC and chairman of
Blackstone Medical, Inc. He was previously 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.

Michael S. Smith. Mr. Smith, age 45,46, became a director of the Company in
1995 and is a member of the Audit and Compensation Committee. Mr. Smith is the
9
President and CEO of Micropub Systems International, Inc., a brewery system
manufacturer, and is a principal of Cambridge Capital Management Group, LLC, a
merchant banking firm.manufacturer.. From October 1992 through January 1997, Mr. Smith was the
Managing Director of Corporate Finance of H.J. Meyers & Co., an investment
banking firm, and was general counsel of such firm from May 1991 through May
1995. 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, 1998,2000, the Board of Directors held 4 meetings. Each
director standing for re-election, who was a member of the Board at such time,
attended at least 75% of such meetings. The Board maintains an Audit Committee
comprised of Messrs. Corridan, Lyons Smith and SherblomSmith and a Compensation Committee
comprised of Messrs. Corridan, Lyons Smith and Sherblom.Smith.

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. They assist the Board in fulfilling its
responsibility to the shareholders, potential shareholders, and the investment
community relating to corporate accounting, reporting practices of the Company,
and quality and integrity of the financial reports of the Company. The
Compensation Committee evaluates the performance of the Company's executive
employees and determines the salaries and other compensation 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
StockStocks present or represented at the Annual Meeting is required for the election
of directors.

The CompanyBoard recommends a vote FOR the election of the foregoing nominees.

PROPOSAL TO APPROVE THE
COMPANY'S 1999 STOCK OPTION PLAN

On October 18, 1999,Proposal to approve the Boardissuance of Directors approved the 1999 Stock Option
Plan (the "Plan"). The Plan will become effective upon the ratification by the
affirmative vote of the holders of a majorityup to 3,300,000
shares of the Company's outstanding
sharescommon stock under
the Equity Line of Common Stock. It provides, among other matters, for incentive and/or
non-incentive

stock optionsCredit Agreement, between
THE Company and for non-discretionary grants to non-employee directorsCockfield Holdings Limited

On November 20, 2000 we entered into an equity line of the
Company.

Onecredit agreement
with Cockfield Holdings Limited ("Cockfield"). The purpose of the Planequity line of
credit is to provide incentivesus with a source of funding for our current activities and
for the development of our current and planned products. The equity line of
credit agreement establishes what is sometimes referred to directorsas an equity drawdown
facility. Under the equity line of credit agreement we have the right to sell to
Cockfield up to 3,000,000 shares of our common stock. An additional 300,000
shares are issuable upon the exercise of warrants, which were granted to
Cockfield and key
employees whose performanceJesup & Lamont in connection with the equity line of credit
agreement. The total number of shares to be issued, 3,300,000, represented
approximately 95% of our issued and outstanding common stock as of January 31,
2001.

Under the equity line of credit agreement, Cockfield has agreed to
purchase up to 3,000,000 shares of our common stock during a 36-month period.
During this period, we may request a drawdown under the equity line of credit by
selling shares of our common stock to Cockfield, and Cockfield will contributebe obligated
to purchase the shares we put to them. The minimum amount we can draw down at
any one time is $200,000. The maximum amount we can draw down at any one time
will be determined at the time of the drawdown request under a formula contained
in the equity line of credit agreement, but cannot be more than $5,000,000. We
may request a drawdown once every 20 trading days, although we are under no
obligation to request any drawdowns.

In order to exercise our drawdown rights under the equity line of credit
agreement, we must have an effective registration statement on file with the
Securities and Exchange Commission registering the resale of the shares of our
common stock that may be sold to

Cockfield. We must also give at least 20 business days advance notice to
Cockfield of the date on which we intend to exercise a particular put right and
we must indicate the maximum number of shares of our common stock that we intend
to sell to Cockfield. At our option, we may also designate a maximum dollar
amount of our common stock that we will sell under the put and/or a minimum
purchase price per share at which Cockfield may purchase shares under the put.
The maximum amount may not to exceed the lesser of a) $5,000,000 or b) fifteen
percent (15%) of the weighted average price of our common stock during the 20
trading days immediately prior to the long-term successput date, multiplied by the total trading
volume of our common stock during the 20 trading days immediately prior to that
date.

During the 20 trading days following a drawdown request, we will calculate
the number of shares that we will sell to Cockfield and growththe price per share. The
purchase price per share of common stock will be at a discount to the daily
volume weighted average price of our common stock during the 20 trading days
immediately following the drawdown date. On each of the Company,20 trading days during
the calculation period, the number of shares to strengthen the abilitybe purchased by Cockfield will
be determined by dividing 1/20th of the Companydrawdown amount by the purchase price on
each trading day. If we designate a minimum purchase price in our drawdown
request and the daily volume weighted average price for our common stock on any
trading day during the 20 trading day calculation period is below the minimum
threshold price, and Cockfield elects not to attract and retain
directors and employeespurchase shares at the minimum
threshold price, then the drawdown amount will be reduced by 1/20th.

For each share of high competence, to increase the identity of
interests of such persons with thoseour common stock, Cockfield will pay us 87.5% of the
Company's stockholders andvolume weighted market price for a share of our common stock during the 20-day
trading period following the exercise of a put. The percentage will increase to
help
build loyalty90% if we move our principal market to the Company through recognitionNasdaq National Market or to 91% if
we move our principal market to the New York Stock Exchange. It will decrease to
84% if our common stock is delisted from the Nasdaq SmallCap Market. Market
price is defined as the volume weighted average price for our common stock (as
reported by Bloomberg Financial LP using its VAP function) on its principal
market during the pricing period. The pricing period is defined as the 20 day
trading period immediately prior to the day we exercise our put right.

Cockfield will pay for the shares on the 22nd trading day following the
drawdown request. We will receive the purchase price less a brokerage fee
payable to Jesup & Lamont ranging between 4.25% and the opportunity for stock
ownership. All directors and employees4.75% of the Company who are in positions which
enable them to make significant contributions toaggregate
purchase price, depending on the long-term performance and
growthdollar volume of the Company are eligibletransaction. Jesup &
Lamont is the placement agent that introduced Cockfield to receive awards underus and is a
registered broker-dealer.

At the Plan.

Pursuantclosing of each drawdown, we will grant to the Plan, each non-employee director upon initial electionCockfield warrants to
the Board (or upon approvalpurchase a number of shares of our common stock equal to 33% of the Plan with respect to Messrs. Lyons and Smith,
current non-employee directors standing for re-election) will receive
non-qualified options to purchase 7,500number of
shares of Common Stock exercisablepurchased by Cockfield at the fair market value on the date of grant. 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 purchase an
additional 5,000 shares of Common Stock on the dateclosing of the Company's annual
stockholders' meeting. Such optionsdrawdown. These unit
warrants will expire one day after they are granted and will have an exercise
price equal to the fair market valueweighted average of the Common Stock onpurchase price of a share of our
common stock purchased at the dateclosing 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.drawdown. The maximum aggregate number of3,000,000 shares
as to which awards or options may
at any time be grantedavailable under the Plan is 110,000 shares.

The Option Plan is administeredequity line of credit will be reduced 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 issued as a result of Common Stock that may be purchased under each option,the exercise of these unit warrants.

The equity line of credit agreement prevents us from drawing down funds
and issuing the option price.

Termscorresponding shares of Option

The Plan permitscommon stock to Cockfield if the
grantingissuance would result in Cockfield beneficially owning more than 9.9% of both incentiveour
then outstanding shares of common stock. In addition, the listing requirements
of the Nasdaq SmallCap Market prohibit us from issuing 20% or more of our issued
and outstanding shares of common stock options and
non-qualifiedin a single transaction or series of
related transactions at a price less than the greater of market value or book
value unless we get stockholder approval.

As consideration for establishing the equity line of credit, we granted to
Cockfield warrants to purchase up to 200,000 shares of our common stock. As
consideration for the services rendered by Jesup & Lamont as placement agent in
connection with the equity line of credit, we granted to Jesup & Lamont warrants
to purchase up to 100,000 shares of our common stock. These warrants, covering
300,000 shares of our common stock, options. The option priceare exercisable at any time prior to
November 20, 2003, for $3.135 per share. If the 300,000 warrants are exercised
in full, we would receive gross proceeds of both incentive$940,500. However, neither Cockfield
nor Jesup & Lamont are obligated to exercise the warrants.

This proposal is being submitted to shareholders for approval pursuant to
the Nasdaq SmallCap corporate governance rules which requires Shareholder
approval prior to the issuance of shares of our common stock options
and non-qualified stock options must be at leastin a transaction
other than a public offering involving the sale, issuance or potential issuance
of a number of shares equal to 100%or in excess of the fair
market value20% 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'sthen
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.

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.less than the greater of book or market value.
The Plan will terminate on October 18, 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 becauseequity line of the need
to have the ability to issue stock options to directors and key employees upon
whose performance and contribution the long-term success and growth ofcredit affords the Company is dependent.maximum
flexibility in funding our current activities and for the development of our
current and planned products.

The affirmative vote of holders of a majorityplurality of the shares of Common
Stock present or represented at the Annual Meeting is required for the approval
to issue up to 3,300,000 shares of our Common Stock under the 1999 Stock
Option Plan.equity line of
credit agreement with Cockfield Holdings Limited.

The CompanyBoard recommends a vote FOR the approval of the 1999 Stock Option Plan.issuance of up to
3,300,000 shares of the Company's common stock under the Equity Line of Credit
Agreement between the Company and Cockfield Holdings Limited.

RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS

The directors propose that the stockholders ratify the appointment of
McGladrey & Pullen, LLP as the Company's independent auditors for 2000. Freed
Maxick Sachs & Murphy, P.C. aswere the Company's independent auditors for 1999.
Freed Maxick Sachs & Murphy, P.C. were the Company's independent auditors
for its last fiscal year.merged with McGladrey & Pullen, LLP on
November 1, 2000. The report of Freed Maxick Sachs & Murphy, P.C. with respect
to the Company's financial statement appears in the Company's annual report on
Form 10-KSB for such year. A representative of Freed Maxick SachsMcGladrey & Murphy, P.C.Pullen, LLP. will be available
at the annual meeting and will have an opportunity to make

13
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 the 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 CompanyBoard recommends a vote FOR the ratificationapproval of appointment ofMcGladrey & Pullen, LLP as
the Company's independent auditors.

GENERALauditors for 2000.

MISCELLANEOUS

Other Matters

The management of the Company does not know of any matters other than
those stated in the 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 SachsMcGladrey & Murphy, P.C.,Pullen, LLP, the
Company's independent auditors, to be available at the Annual meeting andMeeting to respond
to pertinent questions of stockholders.

Solicitation of Proxies

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.

Reports and Financial Statements

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 theCompany's Annual Report of the Company on Form 10-KSB for the year ended December 31, 1997
(as filed2000 including
Audited Financial Statements and the Company's quarterly report on Form 10-Q for
the quarter ended September 30, 2000 are included with this proxy material.
Management's Discussion and Analysis, the SecuritiesReport of Independent Certified Public
Accountants and Exchange Commission) including the financial
statements thereto. All such requestsAudited Financial Statements contained in the Company's
Annual Report and the Form 10-Q Report are incorporated herein by reference and
are considered part of this soliciting material.

A copy of the Company's Annual Report on Form 10-KSB, without exhibits,
will be provided without charge to any stockholder submitting a written request.
Such request should be directedaddressed to Infinite Group, Inc., 2364 Post Road,
Warwick, Rhode Island 02886, Att: Secretary.

13
Shareholder Proposals

All proposals of stockholders intended to be included in the proxy
statement to be presented at the 19992001 Annual Meeting of Stockholders must be
received at the Company's executive offices no later than MarchApril 15, 20002001 and
should be directed to the Secretary of the Company.

By Order of the Board of Directors

Daniel T. Landi, Secretary

Dated: NovemberFebruary 27, 2001

15
1999

Exhibit A-

Infinite Group, Inc.
Audit Committee Charter
Audit Committee of the Board of Directors

Composition

The Audit Committee shall be composed of at least three outside directors
who are independent (as defined below) of the management of the company and are
free of any relationship that would interfere with their exercise of independent
judgment as a committee member. The Audit Committee must consist of directors
who are financially literate and at least one director must have past employment
experience in finance or accounting, requisite professional certification in
accounting, or other comparable experience or background, including a current or
past position as a chief executive or financial officer or other senior officer
with financial oversight responsibilities.

Independent Directors

The relationships that disqualify a director from being considered
"independent" for purposes of serving as a member of the audit committee are, if
among other things, he or she has:

o Been employed by the corporation or its affiliates in the current or
past three years;

o Accepted any compensation from the corporation or its affiliates in
excess of $60,000 during the previous fiscal year (except for board
service, retirement plan benefits, or non-discretionary
compensation);

o An immediate family member who is, or has been in the past three
years, employed by the corporation or its affiliates as an executive
officer;

o Been a partner, controlling shareholder or an executive officer of
any for-profit business to which the corporation made, or from which
it received, payments (other than those which arise solely from
investments in the corporation's securities) that exceed five
percent of the organization's consolidated gross revenues for that
year, or $200,000, whichever is more, in any of the past three
years; or

o Been employed as an executive of another entity where any of the
company's executives serve on that entity's compensation committee.

Objective of the Audit Committee

The Audit Committee shall assist the board of directors in fulfilling its
responsibility to the shareholders, potential shareholders, and the investment
community relating to corporate accounting, reporting practices of the company,
and the quality and integrity of the financial reports of the company.

Specific Responsibilities of the Audit Committee

In fulfilling its objective, the Audit Committee shall have the
responsibility with respect to:

The Company's Risk and Control Environment:

o To review management's overview of the risks, policies, procedures
and controls surrounding the integrity of financial reporting and,
particularly, the adequacy of the company's controls in areas
representing significant financial and business risks;

o To review, with the company's counsel, legal matters, including
litigation, compliance with securities trading policies, the foreign
corrupt practices act and other laws, having a significant impact on
the company's business or its financial statements, and

o To investigate and matter brought to its attention within the scope
of its duties, and retain outside counsel for this purpose if, in
its judgment, that is appropriate;

The Hiring and Firing of and Relationship with the Independent Accountants:

o To participate, on behalf of the board of directors, in the process
by which the company selects the independent accountants to audit
the company's financial statements, evaluate annually the
effectiveness and objectivity of such accountants, and recommend the
engagement or replacement of independent accountants to the board of
directors;

o To have an open line of communications with the independent
accountants, who shall have ultimate accountability to the board of
directors and the audit committee, as representatives of the
shareholders;

o To approve the fees and other compensation paid to the independent
accountants; and

o To review the independence of the independent accounts prior to
engagement, annually discuss with the independent accountants their
independence annually based upon the written disclosures and the
letter from the independent accountants required by Independent
Standards Board Standard and discuss with the board of

directors any relationship that may adversely affect the
independence of the independent accountants.

The Financial Reporting Process:

o To meet with the independent accountants and the financial
management of the company with respect to major changes to the
company's auditing and accounting principles;

o To meet with the independent accountants and the financial
management of the company together and separately with the
independent accountants (a) prior to the performance by the
independent accountants of the audit to discuss the scope of the
proposed audit for the current year and the audit procedures to be
utilized; and (b) at the conclusion of the audit to discuss (i) the
independent accountants' judgments about the quality, not just the
acceptability, of the company's accounting principles as applied in
its financial reporting, the consistency of application of the
company's accounting policies and the clarity, consistency, and
completeness of the entity's accounting information contained in the
financial statements and related disclosures, (ii) the adequacy and
effectiveness of the accounting and financial controls of the
company and any recommendations for improvement of such internal
control procedures or for new or mere detailed controls or
procedures of the company, (iii) any other results of the audit,
including any comments or recommendations, and (iv) the views of the
independent accountants with respect to the financial, accounting,
and auditing personnel and the cooperation that the independent
accountants received during the course of the audit;

o To review and discuss with the independent accountants and the
financial management of the company the company's financial results
before they are made public. In general, the chairman of the audit
committee man represent the entire committee with respect to the
review and discussions about interim financial results; and

o To review other reports submitted by the company to any governmental
body or the public, including any certification, reports, opinion or
review rendered by the independent accountants;

Other Responsibilities of the Audit Committee:

o To review and update periodically the charter for the Audit
Committee:

o To review, assess, and approve or disapprove conflicts of interest
and related-party transactions;

o To review accounting and financial human resources and succession
planning within the company;

o To meet at least four times annually, or more frequently as
circumstances dictate;

o To report to the board of directors the matters discussed at each
committee meeting;

o To assess the performance of the audit committee members through a
self-assessment process, led by the chairman of the committee; and

o To keep an open line communication with the financial and senior
management, the independent accountants, and the board of directors.

SOLICITED BY THE BOARD OF DIRECTORS
INFINITE GROUP, INC.

ANNUAL MEETING OF STOCKHOLDERS

December 10, 1999March 22, 2001

PROXY

The undersigned stockholder of Infinite Group Inc. (the "Company") hereby
appoints Clifford G. Brockmyre and Kenneth S. Rose and each of them acting
singly, with power of substitution, the attorneys and proxies of the undersigned
and authorizes them to represent 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 the
Company to be held on December 10, 1999,March 22, 2001, and at any adjournment or postponement of
such meeting for the purposes identified on the reverse side of this proxy and
with discretionary authority as to any other matters that properly come before
the Annual Meeting of Stockholders of the Company, in 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 stockholder. If this proxy is returned
without direction being given, this proxy will be voted FOR all proposals.

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

|X| Please mark votes as in this example.

The Board of Directors recommends a vote FOR proposals 1, 2 3, 4 and 5.

FOR WITHHOLD3.

1. Election of four Directors:

|_| |_|
Nominees: FOR WITHHOLD
Clifford G. Brockmyre WITHHOLD FOR NOMINEE BELOW:II |_| |_|
Brian Q. Corridan |_| |_|
J. Terence Feeley |_| |_|
William G. Lyons III |_| |_|
Michael S. Smith |_| |_|

FOR AGAINST ABSTAIN

2. ApproveProposal to approve the Company's 1999issuance |_| |_| |_|
Stock Option Planof up to 3,300,000 shares of the
Company's common stock under the
Equity Line of Credit Agreement

3. Ratify the appointment of |_| |_| |_|
Freed Maxick SachsMcGladrey & Murphy, P.C.
P.C.Pullen, LLP 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 title. If a corporation, please sign in full corporate name by
President or other authorized officer. If a partnership, please sign in the
partnership name by an authorized person. If held jointly, both parties must
sign and date.

PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.

Signature:____________________________________ Date:______________________