UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

SCHEDULE 14A

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 [_] Soliciting Material Pursuant to
[_] Confidential, For Use of the SS.240.14a-11(c) or SS.240.14a-12
Commission Only (as permitted
by Rule 14a-6(e)(2))
[_] Definitive Proxy Statement
[_] Definitive Additional Materials

INFINITE GRAPHICS INCORPORATED
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

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

1) Title of each class of securities to which transaction applies:

________________________________________________________________________________
2) Aggregate number of securities to which transaction applies:

________________________________________________________________________________
3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was determined):

________________________________________________________________________________
4) Proposed maximum aggregate value of transaction:

________________________________________________________________________________
5) Total fee paid:

________________________________________________________________________________

[_] Fee paid previously with preliminary materials:
[_] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing.

1) Amount previously paid:

________________________________________________________________________________
2) Form, Schedule or Registration Statement No.:

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3) Filing Party:

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4) Date Filed:

________________________________________________________________________________

INFINITE GRAPHICS INCORPORATED
4611 East Lake Street
Minneapolis, Minnesota 55406

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD OCTOBER 15, 2002

NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of
Infinite Graphics Incorporated, a Minnesota corporation ("IGI" or the
"Company"), will be held on October 15, 2002, at 3:30 p.m., Central Time, at the
Hilton Hotel, 1001 Marquette Avenue, Minneapolis, Minnesota for the following
purposes:

1. To approve the adoption of Amended and Restated By-Laws for
the Company.

2. To elect four nominees to the Board of Directors.

3. To transact such other business as may properly come before
the meeting and any adjournments thereof.

Only holders of record of common stock of the Company at the close of
business on August 16, 2002 will be entitled to notice of, and to vote at, the
Annual Meeting or any adjournment thereof.

YOU ARE CORDIALLY INVITED TO ATTEND THE MEETING. WHETHER OR NOT YOU
PLAN TO ATTEND THE MEETING, PLEASE COMPLETE, SIGN AND DATE THE ENCLOSED PROXY
AND RETURN IT IN THE ENCLOSED REPLY ENVELOPE AS PROMPTLY AS POSSIBLE.

BY ORDER OF THE BOARD OF
DIRECTORS

Clifford F. Stritch, Jr.
CHIEF EXECUTIVE OFFICER

___________, 2002

PROXY STATEMENT

INFINITE GRAPHICS INCORPORATED

4611 EAST LAKE STREET
MINNEAPOLIS, MINNESOTA 55406

ANNUAL MEETING OF SHAREHOLDERS - OCTOBER 15, 2002

GENERAL

The enclosed Proxy is solicited by the Board of Directors of Infinite
Graphics Incorporated, a Minnesota corporation ("IGI" or the "Company"), for use
at the Annual Meeting of the Shareholders of the Company to be held on October
15, 2002, at 3:30 p.m., Central Time, at the Hilton Hotel, 1001 Marquette
Avenue, Minneapolis, Minnesota, or any adjournment thereof. Such solicitation is
being made by mail and may also be made by directors, officers and employees of
the Company. Any Proxy given pursuant to such solicitation may be revoked by the
shareholder at any time prior to the voting thereof by so notifying the Company
in writing at the above address, attention: Clifford F. Stritch, Jr., Chief
Executive Officer, or by appearing and voting in person at the meeting.

Shares represented by Proxies will be voted as specified in such
Proxies. In the absence of specific instructions, Proxies will be voted (to the
extent they are entitled to be voted on such matters):

(1) FOR the approval of the Amended and Restated By-Laws of the Company;

(2) FOR the election to the Board of Directors of the nominees named in this
Proxy Statement; and

(3) in the Proxies' discretion, upon such other business as may properly come
before the meeting.

All of the expenses involved in preparing, assembling and mailing this
Proxy Statement and the material enclosed herewith will be paid by the Company.
The Company may reimburse banks, brokerage firms and other custodians, nominees
and fiduciaries for reasonable expenses incurred by them in sending proxy
material to beneficial owners of stock.

This Proxy Statement and the Company's Annual Report on Form 10-KSB for
the year ended April 30, 2002 are being mailed to shareholders on or about
September 15, 2002. No portion of such Annual Report is incorporated herein and
no portion is to be considered proxy soliciting material.

VOTING PROCEDURES

Votes cast by proxy or in person at the Annual Meeting will be
tabulated by the election inspectors appointed for the meeting and will
determine whether or not a quorum is present. Abstentions are not counted as
"for" or "against" votes, but are counted in the total number of votes present
and entitled to vote for passage of a proposal. This has the effect of
abstentions being treated as "no" votes. Broker nonvotes are considered shares
present for quorum purposes, but they are not considered shares entitled to
vote, are not counted in the total number of votes, and have no effect on the
outcome of voting.

Common Stock, no par value ("Common Stock"), of which there were
3,024,797 shares outstanding on August 16, 2002, constitutes the only class of
outstanding voting securities issued by the Company. Each holder of Common Stock
will be entitled to cast one vote in person or by proxy for each share of Common
Stock held for the election of directors and for all other matters voted on at
the Annual Meeting. Only shareholders of record of the Common Stock at the close
of business on August 16, 2002 will be entitled to vote at the Annual Meeting
(the "Record Date").

The approval of the Amended and Restated By-Laws of the Company
(Proposal 1) and the election of each director nominee (Proposal 2) requires the
affirmative vote of the shareholders holding at least a majority of Common Stock
present in person or by proxy, and entitled to vote, at the Annual Meeting.

OUTSTANDING STOCK

BENEFICIAL OWNERSHIP OF OUTSTANDING STOCK

Information as to the name, address and stock holdings of each person
known by the Company to be a beneficial owner of more than 5% of its Common
Stock and as to the name, address and stock holdings of certain executive
officers, each director and nominee for election to the Board of Directors and
by all executive officers, directors, and nominees, as a group, as of August 16,
2002 is set forth below. Except as indicated below, the Company believes that
each such person has the sole (or joint with spouse) voting and investment
powers with respect to such shares.

Common Stock
Name/Address ----------------------------------------
of Amount Beneficially Percent of
Shareholder/Director Owned Class(1)
- --------------------------------------------------------------------------------

Clifford F. Stritch, Jr. 1,096,050(2) 36.2%
4611 East Lake Street
Minneapolis, Minnesota 55406

Robert J. Fink 149,000 4.9%
1850 Arvin Drive
Mendota Heights, Minnesota 55118

Touch Future Technology LTD 222,222 7.3%
c/o Hang Seng Bank LTD
83 Des Vocux Road Central
Hong Kong, China

Edwin F. Snyder 67,800 2.2%
5925 Loring Drive
Minnetrista, MN 55364

Michael J. Evers 90,000(3) 2.9%
1000 LaSalle Avenue, MPL331
Minneapolis, Minnesota 55403

William J. Brummond 10,000 (4) *
10100 Viking Drive, Suite 100
Eden Prairie, Minnesota 55344

Directors and Executive Officers as a 1,266,850 (5) 40.5%
Group (6 persons)

* Less than one percent of shares outstanding.

(1) In calculating percentage ownership, all shares of Common Stock which a
named shareholder has the right to acquire within 60 days from the date of
this Proxy Statement upon exercise of options or warrants are deemed to be
outstanding for the purpose of computing the percentage of Common Stock
owned by that shareholder, but are not deemed to be outstanding for the
purpose of computing the percentage of Common Stock owned by any other
shareholders.

(2) An irrevocable trust of which Mr. Stritch's daughter, Kendra L. Stritch,
is the beneficiary is the owner of 23,800 shares of Common Stock of the
Company. The Common Stock held in that trust are included in the number of
shares set forth above, although Mr. Stritch denies any beneficial
interest in those shares. An irrevocable trust of which Mr. Stritch's son,
Carter Francis Stritch, is the beneficiary is the owner of 21,500 shares
of Common Stock of the Company. The Common Stock held in that trust are
included in the number of shares set forth above, although Mr. Stritch
denies any beneficial interest in these shares. Mr. Stritch is not a
trustee of either trust.
(3) Includes options for the purchase of 90,000 shares of Common Stock, but
excludes options for the purchase of 10,000 shares of Common Stock that
are not exercisable during the next 60 days.
(4) Includes options for the purchase of 10,000 shares of Common Stock, but
excludes options for the purchase of 40,000 shares of Common Stock that
are not exercisable during the next 60 days.
(5) Includes options for the purchase of 100,000 shares of Common Stock, but
excludes options for the purchase of 110,000 shares of Common Stock that
are not exercisable during the next 60 days.

EQUITY COMPENSATION PLANS

Information as to the Company's outstanding equity compensation plans
as of August 16, 2002 is set forth below. Other than options issued under the
Company's stock option plans, there are no warrants or other rights to acquire
securities of the Company outstanding as of August 16, 2002.

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

Plan Category Number of securities Weighted-average Number of securities
to be issued upon exercise price of remaining available
exercise of outstanding outstanding options, for future issuance under
options, warrants and warrants and rights equity compensation
rights plans(excluding
securities reflected in
column (a))

(a) (b) (c)
- -----------------------------------------------------------------------------------------------------------
Equity compensation 465,000 $1.28 735,000
plans approved by
security holders

- -----------------------------------------------------------------------------------------------------------
Equity compensation None NA NA
plans not approved by
security holders

- -----------------------------------------------------------------------------------------------------------
TOTAL 465,000 735,000
- -----------------------------------------------------------------------------------------------------------

PROPOSAL 1:
ADOPTION OF AMENDED AND RESTATED BY-LAWS

The Board of Directors has proposed, subject to shareholder approval,
the adoption of Amended and Restated By-Laws for the Company substantially in
the form of APPENDIX A (the "Amended and Restated By-Laws"), that: (1) classify
the Board of Directors into two classes and allow the directors to increase the
size of the Board between shareholder meetings; (2) change certain provisions of
the By-Laws regarding notice of shareholder and Board meetings, proxies and
participation in Board meetings to conform to recent changes in Minnesota law;
and (3) correct typographical errors. The following summary of the proposed
Amended and Restated By-Laws is qualified in its entirety by the full text of
the Amended and Restated By-Laws attached to this Proxy Statement as APPENDIX A.

CLASSIFICATION AND INCREASING SIZE OF BOARD OF DIRECTORS

Under the Company's current By-Law 4.01, all members of the Board of
Directors are elected at the annual shareholder meeting to serve for a term that
expires at the next shareholder meeting. The Amended and Restated By-Laws amends
By-Law 4.01 to divide the Company's Board of Directors into two classes, Class I
and Class II, such

that the term of office of approximately one-half of the directors shall expire
each year. The initial term of Class I directors will expire at the annual
meeting of the shareholders held in 2003 and the initial term of Class II
directors will expire at the annual meeting of the shareholders held in 2004.
Following the expiration of the initial term of a class, the shareholders will
elect one class of directors each year, with each director so elected to hold
office for a term expiring at the second annual meeting of shareholders
following his or her election. The same procedure will be repeated each year,
with the result that approximately one-half of the members of the Board of
Directors will be elected each year.

The Company's current By-Law 4.01 provides that the number of members
of the Board of Directors to be elected at any shareholder meeting is determined
from time to time by the Board of Directors. If the Board of Directors does not
expressly fix the number of directors to be so elected, then the number of
directors shall be the number of directors elected at the preceding regular
meeting of shareholders. Under the Company's current By-Law 4.01, the size of
the Board of Directors can not be increased between shareholder meetings. The
Amended and Restated By-Laws amends By-Law 4.01 to provide that the Company's
directors may increase the number of members of the Board of Directors and elect
additional directors to the vacancies so created between shareholder meetings,
subject to the power of the shareholders at the next shareholder meeting to
remove any director so elected and to reduce the size of the Board of Directors.

The Amended and Restated By-laws further amends By-Law 4.01 to require
the affirmative vote of at least 75% of the voting power of all of the
outstanding capital stock of the Company to amend, repeal, or to adopt any
provision inconsistent with By-Law 4.01.

The Board of Directors believes that dividing the directors into two
classes is advantageous to the Company and its shareholders because (1)
directors will serve two-year terms rather than one-year terms, increasing the
likelihood of continuity and stability in the policies formulated by the Board
of Directors; and (2) the amendment will encourage potential acquirers of the
Company to deal directly with the Board of Directors by making it difficult to
replace the entire Board of Directors at any one shareholder meeting. If the
Amended and Restated By-Laws are adopted, outside groups or individuals will be
prevented from gaining control of the Board of Directors at any one shareholder
meeting unless such group or individual obtains the affirmative vote of the
holders of at least 75% of the voting power of the outstanding capital stock of
the Company to change the composition of the Board of Directors through an
amendment to the By-Laws. If such vote is not obtained, it would take such group
or individual at least two elections of directors to gain control of the Board
of Directors. Notwithstanding the foregoing, the Board of Directors believes
that it is essential to have the flexibility to expand the size of the Board of
Directors between shareholder meetings for several reasons. The Company
anticipates that recruitment and retention of members of the Board of Directors
is likely to become more difficult in the future. The ability to respond to
opportunities to recruit valued members of the Board of Directors is improved if
the Board of Directors can more readily take advantage of new opportunities.
Secondly, the flexibility to expand the Board of Directors will allow the
Company to enter into financing or other business transactions that may require
providing a Board seat to one or more participants in the transaction.

The Board of Directors believes that, in certain situations, a third
party could acquire a block of the Company's stock and try to gain control of
the Company or attempt to realize a return on its investment without purchasing
the remainder of the Company's stock through a tender offer or other means of
acquisition. Such a purchaser might attempt to force the Company to accept a
merger or restructuring or accept another proposal by launching a proxy contest
to unseat the Company's Board of Directors. Following a substantial accumulation
of stock of the Company, a hostile purchaser could seek representation on the
Company's Board of Directors to increase the likelihood that its proposal would
be implemented by the Company. The Board of Directors believes that the threat
of removal from the Board of Directors in such a situation could curtail the
Board of Director's ability to negotiate effectively with a potential purchaser
and its efforts to have the time and information necessary to evaluate the
merits of such proposal and attempt to maximize the price obtained in any
transaction based on such proposal. The Board of Directors believes that, if the
Amended and Restated By-Laws are adopted by the shareholders, a potential
hostile purchaser will be forced to negotiate directly with the Board of
Directors, and that the Board of Directors will be in a better position to
negotiate effectively on behalf of all shareholders in order to realize fair and
equitable shareholder value.

The Amended and Restated By-laws may have an impact upon the rights of
shareholders and may be characterized as an anti-takeover measure which, if
adopted, may tend to insulate management and make the accomplishment of certain
transactions involving a potential change of control of the Company more
difficult. The adoption of the Amended and Restated By-Laws is not being
proposed in response to any specific effort to which the Company is aware to
accumulate the Company's stock or to obtain control of the Company or its Board
of Directors or to consummate a business transaction. The Board of Directors has
considered the potential adverse effects of the proposed Amended and Restated
By-Laws and has concluded that such adverse effects are outweighed by the
benefits adoption of the Amended and Restated By-Laws would afford the Company
and its shareholders. Because the amendments may significantly affect the
ability of shareholders of the Company to effect rapid changes in the
composition of the Board of Directors, all shareholders are urged to read
carefully the description of the Amended and Restated By-laws and its purposes
and effects, as well as the text of the proposed Amended and Restated By-Laws
contained in APPENDIX A.

NOTICE TO SHAREHOLDERS AND BOARD OF DIRECTORS; PROXIES; PARTICIPATION IN MEETING
OF THE BOARD OF DIRECTORS

The Amended and Restated By-Laws amends By-Law 1.01(g) to change the
Chapter number that references the Minnesota Business Corporation Act from
Minnesota Statutes Chapter 270 to Minnesota Statutes Chapter 302A, as amended
from time to time. The intent of this amendment is to have the Company's By-Laws
reference the current Chapter of the Minnesota Statutes for the Minnesota
Business Corporation Act.

The Amended and Restated By-Laws amends By-Law 3.04 to expand the
number of ways that notice may be given to shareholders for any shareholder
meeting. If the Amended and Restated By-Laws are adopted, it will allow
shareholders to receive notice of a meeting by oral communication, by mailing to
an address designated by the shareholder or to the last known address of the
shareholder, by handing a copy to the shareholder, or by any other delivery that
conforms to law. The intent of this amendment is to allow the Company to take
advantage of the additional methods of providing notice of shareholders meetings
as permitted by the recent changes to Minnesota law.

The Amended and Restated By-Laws amends By-Law 3.07 to expand the
number of ways that proxies may be authorized and submitted by shareholders.
By-Law 3.07 in the Amended and Restated By-laws allows shareholders to appoint a
proxy in writing, or by telephonic transmission or authenticated electronic
communication, as defined by the Minnesota law, so long as it can reasonably be
determined that the shareholder authorized the appointment. By-Law 3.07 in the
Amended and Restated By-Laws also allows a shareholder to submit to the Company
a copy or other reproduction of the proxy, provided that the copied or
reproduced proxy is a complete and legible reproduction of the entire original
written proxy. For shares owned jointly by two or more shareholders, By-Law 3.07
of the Amended and Restated By-Laws states that a proxy may be appointed if it
is signed by any one of the shareholders, unless the Secretary of the Company
receives from any one of the shareholders written notice or authenticated
electronic communication (as defined by Minnesota law) that denies the authority
of that person to appoint a proxy or appoints a different proxy. The intent of
this amendment is to allow the Company's shareholders to take advantage of the
additional methods of providing a proxy as permitted by the recent changes to
Minnesota law.

The Amended and Restated By-laws amend By-Law 4.04 to expand the ways
that notice may be given to the members of the Board of Directors for any
meeting. If the Amended and Restated By-Laws are adopted, notice of meetings of
the Board of Directors may be given to the directors in any manner authorized by
Minnesota law. The intent of this amendment is to allow the Company to take
advantage of the additional methods of providing notice as permitted by recent
changes to Minnesota law.

The Amended and Restated By-Laws amend By-Law 4.05 to expand the ways
that directors may participate in meetings of the Board of Directors. By-Law
4.05 in the Amended and Restated By-Laws allows the directors to participate in
meetings by telephone conference or, if authorized by a majority of the
Directors, by remote communication, as defined by Minnesota law, provided that
all directors so participating and all directors physically attending the
meeting can participate with each other during the meeting. The intent of this
amendment is to allow the Company's Board of Directors to take advantage of the
additional methods of participating in Board meetings as permitted by recent
changes to Minnesota law.

The Company's current By-Law 4.04 permits the Board of Directors to
take action without a meeting if the action was in writing, signed by all the
members of the Board of Directors or committee. The Amended and Restated By-Laws
moves this language to the new By-Law 4.11 and gives the Board of Directors the
authority to take action without a meeting if consented to by authenticated
electronic communication, as defined by Minnesota law, by all the members of the
Board of Directors or committee. Any written action is effective when signed by
the required number of directors, unless otherwise provided. The intent of this
amendment is to allow the Board of Directors to take advantage of the additional
methods to take action without a meeting as permitted by recent changes to
Minnesota law.

TYPOGRAPHICAL ERRORS

The Amended and Restated By-Laws corrects various non-substantive
typographical errors in the Company's current By-Laws. The Board of Directors
believes these changes will have no effect on the operation of the Company and
are strictly being proposed to correct typographical errors.

THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE "FOR" THE
ADOPTION OF THE AMENDED AND RESTATED BY-LAWS OF THE COMPANY.

PROPOSAL 2:
ELECTION OF DIRECTORS

NOMINATION AND ELECTION OF DIRECTORS

Currently, the Board of Directors of the Company consists of four
persons, each of whose term expires at the Annual Meeting. The Board of
Directors has fixed the number of directors to be elected at the Annual Meeting
at four directors pursuant to the Company's current By-Laws. If the shareholders
approve Proposal 1, the two separate classes of directors, designated as Class I
and Class II, will be elected at the Annual Meeting. The two directors elected
to Class I of the Company's Board of Directors will serve for approximately a
one-year term that will expire at the 2003 Annual Meeting of the Company's
shareholders. The two directors elected to Class II of the Company's Board of
Directors will serve for approximately a two-year term that will expire at the
2004 Annual Meeting of the Company's shareholders. If the shareholders do not
approve Proposal 1, four (4) directors will be elected at the Annual Meeting to
hold office until the next Annual Meeting of the shareholders or until his
successor is elected and qualified. The Proxies granted by the shareholders will
be voted at the Annual Meeting for the election of the four persons listed below
as directors of the Company. All nominees are currently directors of the
Company.

NOMINEES FOR DIRECTOR CLASS OF DIRECTORS (IF PROPOSAL 1 IS ADOPTED)
--------------------- ---------------------------------------------
William J. Brummond I
Edwin F. Snyder I
Michael J. Evers II
Clifford F. Stritch, Jr. II

Each of the nominees has consented to being named as a nominee and to
serve as a director if elected. No director nominee has any family relationship
between any other director. The Board of Directors has no reason to expect that
any of the nominees will be unable to stand for election on the date of the
Annual Meeting. In the event that one of more of the above named persons shall
become unavailable for election, votes will be cast pursuant to authority
granted by the enclosed proxy for such person or persons as may be designated by
the Board of Directors, unless the Board of Directors determines to reduce its
size appropriately.

THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE "FOR" THE
ELECTION OF EACH OF THE NOMINEES AS DIRECTORS OF THE COMPANY.

DIRECTORS, NOMINEES FOR DIRECTOR AND EXECUTIVE OFFICERS

The directors, nominees for director, and executive officers of the
Company are as follows:

CURRENT POSITION WITH PRINCIPAL OCCUPATIONS DIRECTOR
NAME OF DIRECTOR AGE THE COMPANY DURING PAST 5 YEARS SINCE
- ---------------- --- ----------- ------------------- -----

Clifford F. Stritch, Jr. 55 Chairman of the Board, Chairman of the Board, Director, and CEO of Aug. 1970
Director, CEO the Company. Mr. Stritch was the CFO of
the Company from November 1995 to May 2000.

Edwin F. Snyder 59 Director From November 1998 to December 2001, Sept. 1990
Executive Vice President of the Company.
From October 1996 to November 1998,
Vice-President of Marketing and Sales with
Wave Crest of Edina, Minnesota. From March
1995 to September 1996, Vice-President of
Sales and Marketing with Johnstech
International, a manufacturer of high
performance test contacts. From February
1992 to March 1995, Vice-President of
Marketing with Visu-Com of Baltimore,
Maryland, a manufacturer of personal
communications products. Mr. Snyder is
presently a Product Manager with SignCAD
Systems, Inc., a software company.

Michael J. Evers 67 Director Since 1974, Dean Emeritus of the Graduate Sept. 1997
School of Business, Professor and Assistant
Professor of Strategic Management and
Marketing with University of St. Thomas
Minneapolis, Minnesota. Mr. Evers serves
as a director of Cellex Biosciences, Inc.

William J. Brummond 51 Director Since February 2000, President of June 2002
Supersolutions Corporation, which
provides software solutions to the finance
industry, using robust, enterprise-wide
software application for financial
institutions and consumer lending
organizations. Their software originates
services and collects consumer loans. From
June 1999 to February 2000, Chief Executive
Officer of redtagoultet.com, inc., an
Internet based outlet store with a
continuously changing selection of brand
name products at discount prices. From
November 1996 to May 1999, President and
Chief Executive Officer of LyngraphiCare,
Inc., which develops and distributes
equipment and services to persons with
acquired communication deficits,
particularly aphasia and apraxia, to
improve their communication.

Rodney J. Gerdes 48 Vice President - Joined the Company in March 2002 and became
Operations Vice President - Operations of the Company
as of June 17, 2002. From September 1996
to February 2002, Mr. Gerdes was employed
by Alliant Techsystems, Inc. in a variety
of positions, serving most recently as
Deputy Program Director.

Barry B. Onufrock 47 Chief Financial Officer Joined the Company in February 2000 and
became Chief Financial Officer of the
Company as of May 24, 2000. From 1998
through 1999 Mr. Onufrock was Controller of
Donatelle Plastics, Inc., a manufacturer of
precision medical plastic injection molded
products and tooling. From 1988 to 1998
Mr. Onufrock was the Assistant Controller
and Tax Manager of Marvin Windows and Doors
of Warroad, Minnesota, a manufacturer of
wood windows and doors. Mr. Onufrock is a
Certified Public Accountant. He has worked
in a part time capacity for the Company
since October, 2001. He is also employed
at Tool Products, Inc. as the Controller.

COMMITTEES AND MEETINGS OF THE BOARD OF DIRECTORS

Messrs. Evers and Brummond are the current members of the Audit
Committee of the Board of Directors, both of whom are independent as that term
is defined in Rule 4200(a)(14) of the NASD's listing standards. The Company's
Board of Directors has not adopted a charter for the Audit Committee. The Audit
Committee represents the Board in discharging its responsibilities relating to
accounting, reporting, and financial control practices of the Company. The Audit
Committee has general responsibility for review with management of the financial
controls, accounting, and audit and reporting activities of the Company. The
Company annually reviews the qualification and engagement of the Company's
independent auditors, makes recommendations to the Board as to their selection,
reviews the scope, fees, and results of their audits, and reviews their
management comment letters. See "Audit Committee Report" below for further
information regarding the activities of the Audit Committee. During fiscal 2002,
the Audit Committee met four times.

All members of the Board of Directors are the current members of the
Compensation Committee, which oversees compensation for directors, officers and
key employees of the Company. During fiscal 2002, the Compensation Committee met
one time.

During fiscal 2002, the Board of Directors met two times. Each director
attended, in person or by telephone, 75% or more of the aggregate total of
meetings of the Board of Directors and meetings of committees of the Board of
Directors on which such director serves except that Mr. Heenan did not attend
75% or more of the aggregate total of meetings of the Board of Directors. The
Board of Directors also had periodic informal meetings throughout fiscal 2002.

AUDIT COMMITTEE REPORT

The Audit Committee has reviewed and discussed the audited financial
statements of the Company for fiscal 2002 with the Company's management. The
Audit Committee has discussed with the independent auditors the

matters required by Statement on Auditing Standards No. 61 (Communication with
Audit Committees). The Audit Committee has received the written disclosures and
the letter from the independent auditors required by the Independence Standards
Board Standard No. 1 (Independence Discussions with Audit Committees) and has
discussed with the independent auditors the independent auditors' independence.
The Audit Committee also has considered whether the independent auditors'
provision of other non-audit services to the Company is compatible with
maintaining the independence of independent auditors.

Based on the discussions and reviews noted above, the Audit Committee
recommended to the Company's Board of Directors that the audited financials be
included in the Company's annual report on Form 10-KSB for the fiscal year ended
April 30, 2002.

This Audit Committee Report shall not be deemed incorporated by
reference by any general statement incorporating by reference this Proxy
Statement into any of the Company's filings under the Securities Act of 1933, as
amended, or the Securities Exchange Act of 1934, as amended, and shall not
otherwise be deemed filed under such Acts.

Audit Committee Members:
Michael J. Evers
William J. Brummond
Edwin F. Snyder

EXECUTIVE COMPENSATION

CASH COMPENSATION

The following table summarizes the annual compensation paid by the
Company during fiscal years ended April 30, 2000, 2001, and 2002 to Clifford F.
Stritch, the Chief Executive Officer of the Company as of April 30, 2002. No
other executive officer of the Company had compensation in excess of $100,000
during any of the fiscal years for which information is provided. Mr. Stritch is
sometimes referred to as the "Named Executive Officer."

SUMMARY COMPENSATION TABLE

Annual Compensation
-----------------------------------------------------
Salary Bonus Other
Name and Principal Position Year $ $ $
--------------------------- ---- ------- ------- ----

Clifford F. Stritch, Jr. 2002 175,000 0 10,192(4)(5)
Chief Executive Officer 2001 175,000(1) 0 10,192(4)(5)
and a Director 2000 145,134 45,200(2)(3) 5,410(4)(5)

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(1) Includes $17,012 of base salary applicable to the fiscal year but paid in
subsequent year.
(2) Includes amount for the sales of the software division and the achievement
of other specified goals.
(3) Bonuses relate to applicable fiscal year but were paid in subsequent years.
(4) Includes insurance and car allowance.
(5) Does not include $20,000 as payment for personal guarantee of Company' bank
loan.

STOCK OPTIONS

No options were granted to or exercised by the Named Executive Officer
during the Company's fiscal year ended April 30, 2002.

EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT AND CHANGE-IN-CONTROL
ARRANGEMENTS

In November, 2000, the Company entered into an employment agreement
with Clifford F. Stritch, Jr. commencing November 20, 2000 and expiring November
20, 2012. The Employment Agreement provides that Mr. Stritch serve as the
Company's Chief Executive Officer for a salary of not less than $175,000 base
plus a discretionary bonus to be established annually by the Board of Directors.
In addition the agreement provides for life insurance, disability insurance,
vacation, a company provided vehicle and certain travel and business expenses.
In the event of Mr. Stritch's death or disability, termination with "Cause" (as
defined by the agreement) or if Mr. Stritch resigns other than for "Good Reason"
(as defined by the agreement), Mr. Stritch is due all compensation and vacation
due him to the date of his termination. Certain benefits continue until age 65.
If Mr. Stritch is terminated without "Cause" or if Mr. Stritch resigns for "Good
Reason" a severance payment provision applies. This severance payment equals
2.99 times Mr. Stritch's average previous five years base salary and paid
bonuses. In addition, health, life, and disability insurance will continue until
age 65, and Mr. Stritch's or his estate will be 100% vested with respect to any
stock options outstanding on the termination date. Finally, a five year
non-compete provision is included in the agreement. It protects the Company for
"Confidential Information", "Inventions", "Corporate Products", and Competitive
Products" services that Mr. Stritch has agreed to not pursue. Mr. Stritch is to
receive payments of 75% of his average base salary plus paid bonuses for the
previous three years, not to exceed $150,000 per year, for five years following
termination.

BOARD OF DIRECTOR COMPENSATION

Employee directors do not receive additional compensation for serving
on the Board of Directors. Each non-employee director of the Company receives
$2,500 per quarter. In addition, William J. Brummond was granted options to
purchase 50,000 shares of Common Stock at an exercise price of $1.08 pursuant to
the terms of the Infinite Graphics Incorporated Stock Option Plan of 1993. The
option was immediately exercisable for 20% of the amount granted and is
exercisable in 40%, 60%, 80% and 100% increments on the first, second, third and
fourth anniversaries of the option grant. The option expires on June 17, 2010.

CERTAIN TRANSACTIONS

During fiscal 2002, the Company leased the properties at 4621 East Lake
Street from Infinite Properties, a partnership of the Company's Chairman of the
Board, Clifford F. Stritch, Jr., and Daniel R. Schultz. The lease for 4621 East
Lake Street is dated October 31, 1983, and had an original term of five years.
In 1988, the Company exercised its option to renew this lease for an additional
five year term. The lease has been amended several times to extend the term.
Currently, the lease has been orally amended to extend to April 30, 2004. The
rent is currently $2,750 per month.

The Company pays Clifford Stritch $20,000 as a fee for his being
required to personally sign as guarantor of the Company's debt.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's directors and executive officers, and persons who own more than ten
percent of a registered class of the Company's equity securities, to file with
the Securities and Exchange Commission (the "SEC") initial reports of ownership
and reports of changes in ownership of Common Stock and other equity securities
of the Company. Officers, directors and greater than ten-percent shareholders
are also required by SEC regulation to furnish the Company with copies of all
Section 16(a) forms they file.

To the Company's knowledge, based solely on review of the copies of
such reports furnished to the Company and written representations that no other
reports were required, during the fiscal year ended April 30, 2002, all Section
16(a) filing requirements applicable to its officers, directors and greater than
ten-percent beneficial owners were timely complied with.

INDEPENDENT AUDITORS

CHANGE OF INDEPENDENT AUDITORS

On March 5, 2001, the Company dismissed Deloitte & Touche LLP as its
principal independent auditors, and engaged McGladrey & Pullen LLP as its
principal independent auditors. The decision to change auditors was recommended
by management of the Company and approved by the Company's Board of Directors
and Audit Committee.

The reports of Deloitte & Touche LLP on the financial statements of the
Company for fiscal years ended April 30, 1999 and April 30, 2000 do not contain
a disclaimer of opinion or an adverse opinion nor were such reports qualified or
modified as to uncertainty, audit scope, or accounting principles.

During the Company's fiscal years ended April 30, 1999 and April 30,
2000 and the subsequent interim period to March 5, 2001, there were no
disagreements with Deloitte & Touche LLP on matters of accounting principles or
practices, financial statement disclosure, or auditing scope or procedure that,
if not resolved to their satisfaction, would have caused Deloitte & Touche LLP
to refer to the subject matter of the disagreements in their report.

Following the completion of the audits of the financial statements of
the Company for each of the fiscal years ended April 30, 1999 and April 30,
2000, Deloitte & Touche LLP communicated to the Company's Audit Committee
certain deficiencies in the design or operation of the Company's internal
controls which, in Deloitte &

Touche LLP's judgment, could adversely affect the Company's ability to record,
process, summarize and report financial data consistent with the assertions of
the Company's management in the Company's financial statements.

The Company has authorized Deloitte & Touche LLP to respond fully to
the inquiries of the Company's successor independent auditors.

The Company's Board of Directors has selected McGladrey & Pullen LLP to
serve as the Company's independent auditors for the fiscal year ending April 30,
2002. It is not expected that a member of McGladrey & Pullen LLP will be present
at the Annual Meeting. However, the Company will forward any questions that
arise to McGladrey & Pullen LLP, who will have the opportunity to respond to
them.

AUDIT FEES

Total fees of $57,553 were incurred by the Company relating to the
audit of the financial statements by the Company's independent auditors for
fiscal 2002, review of the financial statements included in the Company's fiscal
2002 quarterly reports on Form 10-QSB, and other matters directly relating to
the fiscal 2002 audit and filing of the annual report on Form 10-KSB for fiscal
2002.

FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES

No fees were billed to the Company by the Company's independent
auditors for professional services as described in Paragraph (c)(4)(ii) of Rule
2-01 of Regulation S-X in fiscal 2002.

ALL OTHER FEES

The aggregate fees billed by the Company's independent auditors for
professional services provided during fiscal 2002, other than those described
above, total $18,473. These services were provided for tax return preparation
and other tax compliance services.

PROPOSALS OF SHAREHOLDERS

Any shareholder proposal intended to be considered for inclusion in the
Company's proxy statement for presentation at the Company's 2003 Annual Meeting
of Shareholders must be received by the President of the Company at the above
address no later than ______________. The proposal must be in accordance with
the provisions of the SEC's Rule 14a-8 promulgated under the Securities Exchange
Act of 1934. Shareholders who intend to present a proposal at the Company's 2003
Annual Meeting without including such proposal in the Company's proxy statement
must provide the Company notice of such proposal no later than _____________.
The Company reserves the right to reject, rule out of order, or take other
appropriate action with respect to any proposal that does not comply with these
and other applicable requirements.

OTHER MATTERS

The Board of Directors does not intend to bring before the meeting any
business other than as set forth in this Proxy Statement, and has not been
informed that any other business is to be presented to the meeting. However, if
any matters other than those referred to above should properly come before the
meeting, it is the intention of the persons named in the enclosed Proxy to vote
such Proxy in accordance with their best judgment.

Please sign and return promptly the enclosed Proxy in the envelope
provided if you are a holder of Common Stock. The signing of a Proxy will not
prevent your attending the meeting and voting in person.

BY ORDER OF THE BOARD OF DIRECTORS

Clifford F. Stritch, Jr.
CHIEF EXECUTIVE OFFICER

____________, 2002

APPENDIX A

AMENDED AND RESTATED

BY-LAWS

INFINITE GRAPHICS INCORPORATED

(A MINNESOTA CORPORATION)

ARTICLE I

DEFINITIONS

BY-LAW 1.01. The following words or phrases when used in these By-Laws,
shall have the meanings set forth below:

a. "Articles of Incorporation" shall mean the Articles of
Incorporation of the Corporation.

b. "Board of Directors" shall mean the Board of Directors of
the Corporation.

c. "Corporation" shall mean Infinite Graphics Incorporated.

d. "Director" shall mean a member of the Board of Directors.

e. "Shares" shall mean the authorized shares of the
Corporation as identified in the Corporation's Articles of
Incorporation.

f. "Shareholder" or "shareholders" shall mean a shareholder or
the shareholders of record of the Corporation.

g. "Statute" shall mean the applicable statute or statutes of
the Minnesota Business Corporation Act, being Chapter 302A of the Laws
of Minnesota, as amended from time to time.

h. "Voting Shares" shall mean the Shares that entitle the
record owner to vote on matters relating to the affairs of the
Corporation under the Articles of Incorporation or by the Statute.

ARTICLE II

OFFICES, BOOKS AND RECORDS

BY-LAW 2.01 Registered and Other Offices. The registered office of the
Corporation in Minnesota shall be that most recently adopted either in the
Articles of Incorporation or any amendment thereto, or by the Board of Directors
in a statement filed with the Secretary of State of Minnesota establishing the
registered office in the manner prescribed by law. The Corporation may have such
other offices, within or without the State of Minnesota, as the Board of
Directors shall, from time to time, determine.

BY-LAW 2.02 Maintenance of Records. The original books and records of
the Corporation, or copies thereof, shall be maintained at the principal
executive office of the Corporation. Certain records, statements and agreements,
or copies thereof, shall be available for examination by the shareholders on
such terms and conditions as the Board of Directors may from time to time
impose, consistent with the Statute.

ARTICLE III

SHAREHOLDERS' MEETINGS

BY-LAW 3.01 Place. Meetings of the shareholders shall be held in the
county where the principal executive office of the Corporation is located;
provided that any meeting not called by or at the demand of a shareholder or
shareholders pursuant to the Statute, may be held at such other place as the
Chair or the Board of Directors may designate.

BY-LAW 3.02 Regular Meeting. A regular meeting of the shareholders
shall be held during the fourth month following the end of the Corporation's
fiscal year for federal income tax purposes, on such date, and at such time and
place, as may be specified by the Chair of the Board of Directors, unless some
other date, time or place is specified by the Board of Directors.

BY-LAW 3.03 Special Meeting. A special meeting of the shareholders may
be called for any purpose by the Chair, the Chief Executive Officer, the Chief
Financial Officer, the Board of Directors, any two or more members of the Board
of Directors, or a shareholder or shareholders holding at least ten percent of
the Voting Shares of the Corporation. A special meeting of the shareholders
shall be called by the Board of Directors on the demand, pursuant to the
Statute, of shareholders holding at least ten percent of the outstanding Voting
Shares of the Corporation. Business transacted at any special meeting of the
shareholders shall be confined to purposes stated in the notice of such meeting.

BY-LAW 3.04 Notice. Notice of the place, date and time of any meeting
of the shareholders shall be given to each eligible shareholder either by oral
communication, by mailing a copy of the notice to an address designated by the
shareholder or to the last known address of the shareholder, by handing a copy
to the shareholder, or by any other delivery that conforms to law. Notice by
mail shall be deemed given when deposited in the United States mail with
sufficient postage affixed. Notice shall be deemed received when it is given.
Notice of a regular meeting of the shareholders shall be given at least ten days
before the meeting. Notice of a special meeting shall be given at least five
days before the meeting. No notice of any meeting of the shareholders may be
given more than sixty days before such meeting. The notice of any special
meeting shall set forth the purposes of the meeting and, in a general nature,
the business to be transacted.

BY-LAW 3.05 Waiver of Notice; Consent Meetings. Notice of the time,
place and purpose of any meeting of the shareholders may be waived by any
shareholder before, at, or after any such meeting. Any action that may be taken
at a meeting of the shareholders may be taken without a meeting if authorized by
a writing signed by all shareholders who would be entitled to a notice of

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meeting for such purpose. Attendance at a meeting of the shareholders is a
waiver of the notice of that meeting, unless at the beginning of that meeting a
shareholder objects that the meeting is not lawfully called or convened, or
unless prior to the vote on any item of business, a shareholder objects that the
item may not be lawfully considered at that meeting and such shareholder does
not participate in the consideration of that item at that meeting.

BY-LAW 3.06 Quorum; Adjournment. The presence at any meeting, in person
or by proxy, of the shareholders owning at least twenty-five percent of the
outstanding Voting Shares shall constitute a quorum for the transaction of
business. Once a quorum is established at any meeting of the shareholders, the
voluntary withdrawal of any shareholder from the meeting shall not affect the
authority of the remaining shareholders to conduct any business that properly
comes before the meeting. In the absence of a quorum, those present may adjourn
the meeting from day to day or time to time without further notice other than
announcement at such meeting of such date, time and place of the adjourned
meeting. At an adjourned meeting of the shareholders at which a quorum is
present, any business may be transacted which might have been transacted at the
meeting as originally noticed.

BY-LAW 3.07 Proxies; Voting and Record Date. At each meeting of the
shareholders, each shareholder entitled to vote may vote in person or by proxy.
Every appointment of a proxy shall be given in writing, signed by the
shareholder, or by telephonic transmission or authenticated electronic
communication, as defined by the Statute, whether or not accompanied by written
instructions of the shareholder. The proxy must be filed with the Corporation's
duly authorized agent at or before the meeting at which the appointment is to be
effective. Telephonic transmission or authenticated electronic communication, as
defined by the Statute, must set forth or be submitted with information so it
can reasonably be determined that the appointment was authorized by the
shareholder.

A copy, facsimile telecommunication, or other reproduction of the
original written or transmitted proxy may be substituted or used in lieu of the
original written or transmitted proxy for any purpose for which the original
written or transmitted proxy could be used, provided that the copy, facsimile
telecommunication, or reproduced proxy is a complete and legible reproduction of
the entire original written or transmitted proxy.

The appointment of a proxy shall be valid for no more than eleven (11)
months, unless a longer period is expressly provided in the appointment. An
appointment of a proxy for shares held jointly by two or more shareholders shall
be valid if signed by any one of them, unless the Secretary of the Corporation
receives from any one of those shareholders written notice or authenticated
electronic communication, as defined by the Statute, either denying the
authority of that person to appoint a proxy or appointing a different proxy.

A proxy so appointed may vote on behalf of the shareholder, or
otherwise participate in a meeting to the extent the shareholder appointing the
proxy would have been entitled to participate if the shareholder did not appoint
the proxy. All questions regarding the qualification of voters, the validity of
appointments of proxies, and the acceptance or rejection of votes shall be
decided by the presiding officer of the meeting.

-3-

At a meeting of the shareholders, each shareholder shall have one vote
for each Voting Share standing in such shareholder's name on the books of the
Corporation, or on the books of any transfer agent appointed by the Corporation,
on the record date established by the Board of Directors, which date may not be
more than sixty days from the date of any such meeting. If no record date has
been established, the record date shall be as of the close of business on the
date of the original notice of the meeting of the shareholders, or the date
immediately preceding the date such notice is mailed to the shareholders, which
ever is earlier. Upon the demand of any shareholder at the meeting, the vote for
directors, or the vote upon any question before the meeting, shall be by written
ballot. All elections shall be effected, and all questions shall be decided, by
shareholders owning a majority of the shares present in person and by proxy,
except as otherwise specifically provided for by the Statute or by the Articles
of Incorporation.

BY-LAW 3.08 Voting; Cumulative. Except to the extent limited or
prevented in the Articles of Incorporation, shareholders may cumulate their
votes in the election of directors if, more than 48 hours prior to any meeting
of the shareholders at which such directors are to be elected, any officer of
the Corporation receives written notice from a shareholder of such shareholder's
intention to cumulate votes in the election of directors. If such notice is
received, the person presiding as Chair over such meeting shall announce, before
the election of such directors, that all shareholders shall cumulate their votes
in the election of directors. A shareholder shall cumulate votes by multiplying
the number of members of the Board of Directors to be elected by the number of
shares owned by such shareholder, and casting the resulting number of votes for
one candidate, or dividing such votes among any number of candidates, for
membership on the Board of Directors.

BY-LAW 3.09 Presiding Officer. The Chair of the Board of Directors of
the Corporation or any person so designated by the shall preside as Chair over
all meetings of the shareholders; provided, however, that in the absence of the
Chair of the Board of Directors or his or her designee at any meeting of the
shareholders, the meeting shall choose any person present to act as the
presiding officer of the meeting.

BY-LAW 3.10 Conduct of Meetings of Shareholders. Subject to the
following, meetings of shareholders generally shall follow accepted rules of
parliamentary procedure:

a. The Chair of the meeting shall have absolute authority over
matters of procedure and there shall be no appeal from the ruling of
the Chair. If the Chair, in his or her absolute discretion, deems it
advisable to dispense with the rules of parliamentary procedure as to
any one meeting of shareholders or part thereof, the Chair shall so
state and shall clearly state the rules under which the meeting or
appropriate part thereof shall be conducted.

b. If disorder should arise which prevents continuation of the
legitimate business of the meeting, the Chair may quit the chair and
announce the adjournment of the meeting and upon his or her so doing,
the meeting is immediately adjourned.

c. The Chair may ask or require that anyone leave the meeting
who is not a bona fide shareholder of record entitled to notice of the
meeting, or a duly appointed proxy thereof.

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BY-LAW 3.11 Inspectors of Election. The Board of Directors in advance
of any meeting of shareholders may appoint one or more inspectors to act at such
meeting or adjournment thereof. If inspectors of election are not so appointed,
the person acting as Chair of any such meeting may, and on the request of any
shareholder or his or her proxy, shall make such appointment. In case any person
appointed as inspector shall fail to appear to act, the vacancy may be filled by
appointment made by the Board of Directors in advance of the meeting, or at the
meeting by the officer or person acting as Chair. The inspectors of election
shall determine the number of shares outstanding, the voting power of each, the
shares represented at the meeting, the existence of a quorum, the authenticity,
validity and effect of proxies, receive votes, ballots, assents or consents,
hear and determine all challenges and questions in any way arising and announce
the result, and do such acts as may be proper to conduct the election or vote
with fairness to all shareholders. No inspector whether appointed by the Board
of Directors or by the officer or person acting as Chair need be a shareholder.

ARTICLE IV

BOARD OF DIRECTORS

BY-LAW 4.01 Number, Election and Term. The business and affairs of this
Corporation shall be managed by or under the direction of a Board of Directors
consisting of one or more members. The number of the members of the Board of
Directors to be elected at any meeting of the shareholders shall be determined
from time to time by the Board of Directors and, if the Board of Directors does
not expressly fix the number of directors to be so elected, then the number of
directors shall be the number of directors elected at the preceding regular
meeting of shareholders. Notwithstanding the foregoing, between meetings of
shareholders, the directors may increase the number of members of the Board of
Directors and elect additional directors to the vacancies so created in
accordance with By-Law 4.08, subject to the power of the shareholders at the
next meeting of shareholders to remove the Director(s) so elected and to reduce
the size of the Board of Directors. The number of directors may be increased at
any subsequent special meeting of shareholders called for the election of
additional directors, by the number so elected. A Director need not be a
shareholder.

The Board of Directors shall be divided into two (2) classes of
directors, Class I and Class II, such that the terms of office of approximately
one-half of the directors shall expire each year. Each Director nominee shall be
assigned to a class and, upon election or appointment as the case may be, shall
serve the term of such class. The initial term of Class I directors shall expire
at the regular meeting of the shareholders held in 2003 and the initial term of
Class II directors shall expire at the regular meeting of the shareholders held
in 2004. Following the expiration of the initial term of a class, the class
shall be elected for a term expiring at the regular meeting of the shareholders
held in the second successive year thereafter. Each Director shall continue in
office until the regular meeting of the shareholders in the year in which his or
her term expires and his or her successor is duly elected and qualified, unless
a prior vacancy shall occur by reason of his or her death, resignation, or
removal from office. An individual may serve successive terms on the Board of
Directors.

-5-

The affirmative vote of the holders of at least 75% of the voting power
of all of the shares of the Corporation entitled to vote for the election of
directors shall be required to amend or repeal, or to adopt any provision
inconsistent with this By-Law 4.01.

BY-LAW 4.02 Regular Meetings. Unless otherwise specified by the
directors, the regular meeting of the Board of Directors shall be held at the
place of, and immediately following the adjournment of, the regular meeting of
the shareholders. At such meeting of the Board of Directors, the Board of
Directors shall elect such officers as are deemed necessary for the operation
and management of the Corporation, and transact such other business as may
properly come before it.

BY-LAW 4.03 Special Meetings. Special meetings of the Board of
Directors may be called by the Chair of the Board of Directors, the Chief
Executive Officer or any Director at any time, to be held at the principal
executive office of the Corporation, or at some other location which is either
within 50 miles of the principal executive offices of the Corporation,
determined at any prior meeting of the Board of Directors, or agreed to by a
majority of the members of the Board of Directors.

BY-LAW 4.04 Notice. Notice of the date, time and place of meetings of
the Board of Directors shall be given to each Director personally or by any
other delivery method permitted by the Statute at least two days prior to the
meeting, or shall be given by mail dispatched at least four days prior to the
meeting. In determining the number of days of notice required under this By-Law,
the date upon which any such notice is personally delivered, deposited in the
U.S. Mail or delivered by any other method permitted by the Statute shall be
included as one day, and the date of the meeting which is the subject of the
notice shall not be included. In the case of meetings held by remote
communication as provided in By-Law 4.05 below, such notice shall set forth the
specific manner in which the meeting is to be held. Any Director may, before,
at, or after a meeting of the Board of Directors, waive notice thereof. Any
Director who attends a meeting shall be deemed to have waived notice of the
meeting, unless such Director objects at the beginning of the meeting to the
transaction of business because the meeting is not lawfully called and does not
participate in the meeting. Unless otherwise provided by the Board of Directors,
the provisions of this By-Law shall apply in all respects to the notice
requirements of meetings of any committee established by the Board of Directors.

BY-LAW 4.05 Meeting by Means of Telephone and Remote Communication.
Members of the Board of Directors of the Corporation may participate in a
meeting of the Board of Directors by means of conference telephone or, if
authorized by a majority of the Board of Directors, by one or more means of
remote communication, as defined by the Statute. In each case, all directors so
participating and all directors physically present at the meeting must be able
to participate with each other during the meeting. Such participation in a
meeting pursuant to this By-Law 4.05 shall constitute presence in person at such
meeting. Meetings held pursuant to this By-Law 4.05, however, are still subject
to the notice and quorum requirements as provided in By-Laws 4.04 and 4.06.

BY-LAW 4.06 Quorum. At all meetings of the Board of Directors or of any
committee established by the Board of Directors, a majority of the members must
be present to constitute a quorum for the transaction of business, and the act
of a majority of the members present at any meeting at which there is a quorum

-6-

shall be the act of the Board of Directors or such committee, as the case may
be. In the absence of a quorum, a majority of those present may adjourn the
meeting from day to day or time to time without notice other than announcement
at such meeting of the date, time and place of the adjourned meeting.

BY-LAW 4.07 Order of Business/Record. The Board of Directors, or any
committee established by the Board of Directors, may, from time to time,
determine the order of the business at any meeting thereof. If a Secretary of
the Corporation has been elected by the Board of Directors, such Secretary shall
keep a record of all proceedings at a meeting of the Board of Directors;
otherwise, a Secretary Pro Tem, chosen by the person presiding over the meeting
as Chair, shall so act.

BY-LAW 4.08 Vacancy. A vacancy in membership of the Board of Directors
shall be filled by the affirmative vote of the remaining members of the Board of
Directors, though less than a quorum, and a member so elected shall serve until
his or her successor is elected by the shareholders at their next regular
meeting, or at a special meeting duly called for that purpose.

BY-LAW 4.09 Committees. The directors may, by resolution adopted by a
majority of the members of the Board of Directors, designate one or more persons
to constitute a committee that, to the extent provided in such resolution, shall
have and exercise the authority of the Board of Directors in the management of
the business of the Corporation. Any such committee shall act only in the
interval between meetings of the Board of Directors and shall be subject at all
times to the control and direction of the Board of Directors. Unless otherwise
provided by the Board of Directors, a meeting of any committee established by
the Board of Directors may be called by any member thereof.

BY-LAW 4.10 Other Powers. In addition to the powers and authorities
conferred upon them by these By-Laws, the Board of Directors shall have the
power to do all acts necessary and expedient to the conduct of the business of
the Corporation that are not conferred upon the shareholders by the Statute,
these By-Laws, or the Articles of Incorporation.

BY-LAW 4.11 Action Without Meeting. Any action required or permitted to
be taken at a meeting of the Board of Directors or any committee established by
the Board of Directors may be taken without a meeting if: (1) in writing, signed
by all members of the Board of Directors or such committee, as the case may be;
or (2) consented to by authenticated electronic communication, as defined by the
Statute, by all members of the Board of Directors or such committee, as the case
may be. The written action is effective when signed in person or consented to by
authenticated electronic communication, as defined by the Statute, by the
required number of directors, unless a different effective time is provided in
the written action.

ARTICLE V

BY-LAW 5.01 Issuance of Securities. The Board of Directors is
authorized to issue securities of the Corporation, and rights thereto, to the
full extent authorized by the Articles of Incorporation, in such amounts, at
such times and to such persons as may be determined by the Board of Directors
and as may be permitted by law, subject to such limitations as may be specified
in these By-Laws.

-7-

BY-LAW 5.02 Certificates for Shares. Every shareholder shall be
entitled to a certificate, to be in such form as prescribed by law and adopted
by the Board of Directors, evidencing the number of shares of the Corporation
owned by such shareholder. The Chair of the Board of Directors shall sign the
certificates, provided that if a transfer agent has been appointed for the
Corporation's shares, such signature may be a facsimile.

BY-LAW 5.03 Transfer of Shares. Subject to any applicable or reasonable
restrictions which may be impacted by the Board of Directors, shares of the
Corporation shall be transferred upon written demand of the shareholder named in
the certificate, or the shareholder's legal representative, or the shareholder's
duly authorized attorney-in-fact, accompanied by a tender of the certificate or
certificates to be transferred properly endorsed, and payment of all transfer
taxes due thereon, if any. The Corporation may treat, as the absolute owner of
shares of the Corporation, the person or persons in whose name or names the
shares are registered on the books of the Corporation.

BY-LAW 5.04 Lost Certificate. Any shareholder claiming a certificate
evidencing ownership of shares to be lost, stolen or destroyed shall make an
affidavit or affirmation of that fact in such form as the Board of Directors may
require, and shall, if the Board of Directors so require, give the Corporation
(and its transfer agent, if a transfer agent be appointed) a bond of indemnity
in such form and with one or more sureties satisfactory to the Board of
Directors, in such amount as the Board of Directors may require, whereupon a new
certificate may be issued of the same tenor and for the same number of shares as
the one alleged to have been lost, stolen or destroyed.

BY-LAW 5.05 Preemptive Rights. Except to the extent limited or
prevented in the Articles of Incorporation or by the Statute, each shareholder
shall have the right to acquire a fraction of the unissued shares or rights to
purchase unissued shares, of the same class or series held by the shareholder,
which the Corporation proposes to issue. The fraction of the shares of the new
issue which may be purchasable under this paragraph shall be the ratio that the
number of shares of that class or series owned by the shareholder before the new
issue bears to the total number of such shares of that class or series
outstanding before the new issue.

ARTICLE VI

OFFICERS

BY-LAW 6.01 Election of Officers. The Board of Directors, at its
regular meeting held after each regular meeting of shareholders shall, and at
any special meeting may, elect a Chair of the Board of Directors, Chief
Executive Officer and a Chief Financial Officer. Except as may otherwise be
determined from time to time by the Board of Directors, such officers shall
exercise such powers and perform such duties as are prescribed by these By-Laws.
The Board of Directors may elect such other officers and agents as it shall deem
necessary from time to time, including a Vice-Chair and Vice Presidents who
shall exercise such powers and perform such duties, not In conflict with the
duties of officers designated in these By-Laws, as shall be determined from time
to time by the Board of Directors.

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BY-LAW 6.02 Terms of Office. The officers of the Corporation shall hold
office until their successors are elected and qualified, notwithstanding an
earlier termination of their office as directors. Any officer elected by the
Board of Directors may be removed with or without cause by the affirmative vote
of a majority of the Board of Directors present at a meeting.

BY-LAW 6.03 Salaries. The salaries of all officers of the Corporation
shall be determined by the Board of Directors.

BY-LAW 6.04 Chair of the Board of Directors. The Chair of the Board of
Directors, and in the absence of the Chair, the Vice-Chair if elected, shall:

a. Preside at all meetings of the Board of Directors and of
the shareholders;

b. Maintain records of and, whenever necessary, certify all
proceedings of the Board of Directors and the shareholders; and

c. Perform such other duties as assigned to the office by the
Board of Directors from time to time.

BY-LAW 6.05 Chief Executive Officer. The President shall be the Chief
Executive Officer of the Corporation, unless the Board of Directors elect both a
President and a Chief Executive Officer, in which case the Board of Directors
shall designate the duties of both offices. If the President and the Chief
Executive Officer are the same person, then such person shall:

a. Have general active management of the business of the
Corporation;

b. Preside at all meetings of the Board of Directors and of
the shareholders in the absence of the Chair or Vice-Chair;

c. See that all orders and resolutions of the Board of
Directors are carried into effect;

d. Sign and deliver in the name of the Corporation any deeds,
mortgages, bonds, contracts or other instruments pertaining to the
business of the Corporation, except in cases in which the authority to
sign and deliver is required by law to be exercised by another person
or is expressly delegated by the Articles of Incorporation or these
By-Laws or by the Board of Directors to some other officer or agent of
the Corporation; and

e. Perform other duties prescribed by the Board of Directors.

BY-LAW 6.06 Chief Financial Officer. The Treasurer shall be the Chief
Financial Officer of the Corporation, and as such shall:

a. Keep accurate financial records for the Corporation;

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b. Deposit all money, drafts, and checks in the name of and to
the credit of the Corporation in the banks and depositories designated
by the Board of Directors;

c. Endorse for deposit all notes, checks, and drafts received
by the Corporation as ordered by the Board of Directors, making proper
vouchers therefor;

d. Disburse funds of the Corporation, and issue checks and
drafts in the name of the Corporation, as ordered by the Board of
Directors;

e. Render to the Chair of the Board of Directors, the Chief
Executive Officer and the Board of Directors, whenever requested, an
account of all transactions by the Treasurer and of the financial
condition of the Corporation; and

f. Perform other duties prescribed by the Board of Directors
or by the Chair of the Board of Directors.

BY-LAW 6.07 Secretary. The Secretary, if elected, shall:

a. Attend all meetings of the Board of Directors at the
request of the Chair or the Board of Directors; shall attend all
meetings of the shareholders and record all votes and the minutes of
all proceedings in a book kept for that purpose; and shall perform like
duties for a committee when required by the Chair; and

b. Perform other duties prescribed by the Board of Directors
or by the Chair, under whose supervision the Secretary shall be.

BY-LAW 6.08 Delegation of Authority. Except where prohibited or limited
by the Board of Directors, an officer elected by the Board of Directors may
delegate some or all of the duties or powers of his or her office to another
person, provided that such delegation is in writing, and a copy of such written
delegation, identifying the person to whom those duties or powers are delegated,
and specifying the nature, extent and any limitations of the duties or powers
delegated, is delivered in the same manner as provided for notices of meetings
of the Board of Directors to all members of the Board of Directors prior to such
delegation becoming effective.

ARTICLE VII

MISCELLANEOUS

BY-LAW 7.01 Corporate Seal. If so directed by the Board of Directors,
the Corporation may use a corporate seal. The failure to use such seal, however,
shall not affect the validity of any documents executed on behalf of the
Corporation. The seal need only include the word "seal", but it may also
include, at the discretion of the Board of Directors, such additional wording as
is permitted by the Statute.

BY-LAW 7.02 Reimbursement by Directors and Officers. Any payments made
to any officer or Director of this Corporation, such as salary, commission,
bonus, interest, or rent, or entertainment expenses incurred by him or her,
which shall be disallowed in whole or in part as a deductible expense by the

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Internal Revenue Service, shall be reimbursed by such officer or Director to the
Corporation to the full extent of such disallowance. It shall be the duty of the
Board of Directors to enforce payment of each said amount disallowed. In lieu of
payment by the officer or Director, subject to the determination of the Board of
Directors, proportionate amounts may be withheld from his or her future
compensation payments until the amount owed to the Corporation has been
recovered.

BY-LAW 7.03 Amendments to By-Laws. These By-Laws may be amended or
altered by the vote of a majority of all of the members of the Board of
Directors at any meeting. Such authority of the Board of Directors is subject to
the power of the shareholders to adopt, amend or repeal By-Laws adopted, amended
or repealed by the Board of Directors, pursuant to the Statute at any regular or
special meeting called for that purpose.

* * * * * * * * * * * *

CERTIFICATION

The undersigned, as Secretary of Infinite Graphics Incorporated, a
Minnesota corporation, does hereby certify that the foregoing Amended and
Restated By-Laws were adopted by the Board of Directors on July 8, 2002, and
approved by the shareholders on October 15, 2002.

--------------------------------------
Secretary

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INFINITE GRAPHICS INCORPORATED PROXY
------------------------------------

PROXY SOLICITED BY THE BOARD OF DIRECTORS FOR ANNUAL MEETING OF SHAREHOLDERS -
OCTOBER 15, 2002

The undersigned shareholder of Infinite Graphics Incorporated (the "Company"),
revoking all prior proxies, hereby appoints Clifford F. Stritch, Jr. and Robert
P. Larson, or either of them, as proxy for the undersigned with full power of
substitution in each of them, to vote in the name and on behalf of the
undersigned at the Annual Meeting of Shareholders of the Company to be held on
October 15, 2002, at 3:30 p.m., Central Standard Time, at the Hilton Hotel, 1001
Marquette Avenue, Minneapolis, MN 55402, and at all adjournments thereof, all of
the shares of Common Stock of the Company which the undersigned would be
entitled to vote if personally present, with the powers that the undersigned
would possess if personally present.

1. ADOPTION OF AMENDED AND RESTATED BY-LAWS IN THE FORM ATTACHED AS
APPENDIX A TO THE COMPANY'S PROXY STATEMENT DATED __________, 2002.

_____ For adoption of the Amended and Restated By-Laws.

_____ Against adoption of the Amended and Restated By-Laws.

_____ Abstain from a vote on this matter.

2. ELECTION OF DIRECTORS.

_____ For all four nominees listed below (except as marked to the
contrary below)

_____ Withhold authority to vote for all nominees listed below

(INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL
NOMINEE, STRIKE A LINE THROUGH THE NOMINEE'S NAME IN THE LIST BELOW.)

Clifford F. Stritch, Jr., Edwin F. Snyder, Michael J. Evers, William J.
Brummond

3. SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE ANNUAL MEETING OR
ANY ADJOURNMENT THEREOF.

(Continued, and to be SIGNED, on other side.)

(Continued from other side)

All as set out in the Notice of Annual Meeting of Shareholders and Proxy
Statement dated __________, 2002, receipt of which is hereby acknowledged. ALL
SHARES WILL BE VOTED AS SPECIFIED. IF NO CHOICE IS SPECIFIED, THE SHARES WILL BE
VOTED "FOR" PROPOSALS 1AND 2 AS SET FORTH IN THE PROXY STATEMENT, AND IN THE
DISCRETION OF THE PROXIES ON ALL OTHER MATTERS.

Dated: ___________, 2002 _________________________________
(Signature)

_________________________________
(Joint Owner Signature)

Please sign this proxy exactly as your name appears on your certificate. Joint
owners should each sign personally. Trustees, executors and others signing in a
representative capacity should indicate the capacity in which they sign.

PLEASE SIGN AND RETURN THIS PROXY PROMPTLY. YOUR COOPERATION IS APPRECIATED.