AMENDMENT #2 TO THE PROMISSORY NOTE ISSUED ON NOVEMBER 3, 2021

EXHIBIT 10.5

AMENDMENT #2 TO THE PROMISSORY NOTE

ISSUED ON NOVEMBER 3, 2021

THIS AMENDMENT #2 to the Note (as defined below) (the “Amendment”) is entered into as of November 23, 2022 (the “Effective Date”), by and between Infinite Group, Inc., a Delaware corporation (the “Company”), and MAST HILL FUND, L.P., a Delaware limited partnership (the “Holder”) (collectively the “Parties”).

BACKGROUND

	A.	The Company and Holder are the parties to that certain promissory note originally issued by the Company to the Holder on November 3, 2021, in the original principal amount of $448,000.00 (as amended from time to time, the “Note”); and
	B.	The Parties desire to amend the Note as set forth expressly below.

NOW THEREFORE, in consideration of the execution and delivery of the Amendment and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

		1.	The principal balance of the Note shall be increased by $140,000.00 (the “Increased Principal Portion”) as of the Effective Date, and the Company shall repay the Increased Principal Portion in cash on or before November 28, 2022.
		2.	The Maturity Date (as defined in the Note) shall be extended to March 31, 2023.
		3.	The Holder hereby waives any Event of Default (as defined in the Note) under Section 4.17 of the Note that occurred prior to the Effective Date.
		4.	This Amendment shall be deemed part of, but shall take precedence over and supersede any provisions to the contrary contained in the Note. Except as specifically modified hereby, all of the provisions of the Note, which are not in conflict with the terms of this Amendment, shall remain in full force and effect.

[Signature page to follow]

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IN WITNESS WHEREOF, the Parties hereto have executed this Amendment as of the date first above written.

Infinite Group, Inc.			MAST HILL FUND, L.P.
By:	/s/ Xxxxx Xxxxx		By:	/s/ Xxxxxxx Xxxxxxx
Name:	Xxxxx Xxxxx		Name:	Xxxxxxx Xxxxxxx
Title:	Chief Executive Officer		Title:	Chief Investment Officer

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