MODIFICATION AGREEMENT TO

EXHIBIT 10.37

MODIFICATION AGREEMENT TO

PROMISSORY NOTES

This MODIFICATION AGREEMENT is made as of December 31, 2014 between Infinite Group, Inc., a Delaware corporation with offices at 00 Xxxxxx Xxxx Xxx, Xxxxxxxxx, XX 00000 (“Borrower”) and Xxxxx X. Xxxxxx, an individual residing at 0000 X. xxx Xxxxxxx, Xxxxxx, XX  00000 (“Lender”).

WHEREAS, Lender is the holder of three (3) Promissory Notes issued by the Borrower to the Lender, as described in more detail in the attached Schedule A (collectively, the Notes); and

WHEREAS, the parties desire to modify the terms and conditions of the Promissory Notes as follows:

NOW, THEREFORE, the parties agree as follows:

1)   The Notes and each of them are modified to provide that the time at which the entire principal balance and accrued and unpaid interest shall be due and payable is January 1, 2018.

2)   The rate of interest shall be ten percent (10%) per annum;

3)   Except as modified by this Agreement, all of the terms, covenants and conditions of the Notes shall remain the same.

In witness whereof, Borrower and Lender have executed this Agreement under the day and year first written above.

INFINITE GROUP, INC.

       /s/ Xxxxx Xxxxx             

By: Xxxxx Xxxxx, President

       /s/ Xxxxx X. Xxxxxx   

By: Xxxxx X. Xxxxxx

PROMISSORY NOTES OF INFINITE GROUP, INC.

IN FAVOR OF XXXXX X. XXXXXX

Holder	Principal Amount	Date
Xxxxx X. Xxxxxx	$150,000	8/13/03
Xxxxx X. Xxxxxx	$  50,000	1/16/04
Xxxxx X. Xxxxxx	$  65,000	3/11/04