MODIFICATION AGREEMENT No. 2 TO
PROMISSORY NOTES
This MODIFICATION AGREEMENT No. 2 is made as of June 1, 2005 between Infinite
Group, Inc., a Delaware corporation with offices at 000 Xxxxxxx Xxxx, Xxxxx 000,
Xxxxxxxxx, XX 00000 ("Borrower") and Xxxxx Xxxxxxx, an individual residing at
0000 Xxxxxxxx Xxxxxxxxx, Xxxxxxxxx, XX 00000 (the "Lender").
WHEREAS, the Lender is the holder of eight (8) Convertible 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 Lender and the Borrower are parties to a Modification Agreement to
Promissory Notes dated December 1, 2004 pursuant to which, among other things,
the parties agreed 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.; 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 holder
shall have the right in its sole discretion upon written notice to
the Borrower at any time after November 30, 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.
2) 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 the Lender have executed this Agreement under
the day and year first written above.
INFINITE GROUP, INC.
-----------------------------------------
By: Xxxxxxx X. Xxxxx, President
---------------------------------
Xxxxx Xxxxxxx
CONVERTIBLE PROMISSORY NOTES OF INFINITE GROUP, INC.
IN FAVOR OF XXXXX XXXXXXX
Holder Principal Amt Date
Xxxxx Xxxxxxx $ 25,000 2/25/03
Xxxxx Xxxxxxx $ 15,000 4/15/03
Xxxxx Xxxxxxx $ 60,000 4/25/03
Xxxxx Xxxxxxx $ 40,000 5/22/03
Xxxxx Xxxxxxx $ 60,000 7/2/03
Xxxxx Xxxxxxx $ 40,000 12/4/03
Xxxxx Xxxxxxx $ 4,000 1/2/04
Xxxxx Xxxxxxx $ 70,000 2/26/04
