MODIFICATION AGREEMENT TO
PROMISSORY NOTES
This MODIFICATION AGREEMENT is made as of December 1st, 2004 between Infinite
Group, Inc., a Delaware corporation with offices at 000 Xxxxxxx Xxxx, Xxxxx 000,
Xxxxxxxxx, XX 00000 ("Borrower") and Northwest Hampton Holdings, LLC, a New York
limited liability company with an address at 0000 Xxxx Xxxx Xxxx, Xxxxxx, XX
00000 ("NWHH").
WHEREAS, NWHH is the holder of eight (8) Promissory Notes originally issued by
the Borrower to Northeast Hampton Holdings, LLC ("NEHH"), as described in more
detail in the attached Schedule A (collectively, the Notes); and
WHEREAS, NEHH has assigned the Notes to NWHH pursuant to an Assignment of
Promissory Notes dated December 1, 2004; 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 interest shall be due
and payable is January 1, 2007.
2) The Notes and each of them are modified to provide that the holder
shall have the right in its sole discretion upon written notice to
the Borrower at any time after September 1, 2005 to convert all or
part of the principal amount of the Notes, together with accrued and
unpaid interest, for common stock of the Borrower at the conversion
rate of $.05 per share, as adjusted to reflect stock splits,
distributions, recapitalizations, etc.
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 NWHH have executed this Agreement under the day
and year first written above.
INFINITE GROUP, INC.
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By: Xxxxxxx X. Xxxxx, President
NORTHWEST HAMPTON HOLDINGS, LLC
---------------------------------
By: Xxxxx X. Xxxxx, President
PROMISSORY NOTES OF INFINITE GROUP, INC.
IN FAVOR OF NORTHEAST HAMPTON HOLDINGS, LLC
Holder Principal Amt Date
Northeast Hampton
Holdings, LLC $100,000 1/16/03
Northeast Hampton
Holdings, LLC $100,000 7/17/03
Northeast Hampton
Holdings, LLC $ 800 9/10/03
Northeast Hampton
Holdings, LLC $ 3,000 00/0/00
Xxxxxxxxx Xxxxxxx
Holdings, LLC $ 40,000 00/0/00
Xxxxxxxxx Xxxxxxx
Holdings, LLC $ 50,000 11/21/03
Northeast Hampton
Holdings, LLC $ 2,000 1/30/04
Northeast Hampton
Holdings, LLC $ 22,000 3/11/04
