SCHEDULE 14A INFORMATION

                Proxy Statement Pursuant to Section 14(a) of the
                         Securities Exchange Act of 1934




Filed by the Registrant  |X|

Filed by a Party other than the Registrant   |_|

Check the appropriate box:

|_|   Preliminary Proxy Statement                    |_|   Confidential, For Use
                                                           of the Commission
                                                           Only (as permitted by
                                                           Rule 14a-6(e)(2)

|X|   Definitive Proxy Statement

|_|   Definitive Additional Materials

|_|   Soliciting Material Pursuant to Rule 14a-(11(c) or Rule 14a-12

                              INFINITE GROUP, INC.
                              --------------------
                (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




February 1, 2006

Dear Stockholder:

      You are invited to attend the Annual Meeting of  Stockholders  of Infinite
Group,  Inc. to be held on  Tuesday,  February  28,  2006 at 10:00 a.m.,  at our
headquarters located at 595 Blossom Road, Suite 309, Rochester, New York 14610.

      At this  year's  meeting  you  will be asked  to  elect  three  directors;
consider  and approve the Infinite  Group,  Inc.  2005 Stock Option Plan;  amend
Infinite  Group's  Certificate  of  Incorporation  to  increase  the  number  of
authorized shares of common stock from 20,000,000 to 60,000,000;  and ratify the
selection of the Company's  independent  auditors.  The  accompanying  Notice of
Meeting and Proxy Statement  describe these proposals.  We urge you to read this
information carefully.

      Your Board of  Directors  unanimously  believes  that the  election of its
nominees for  directorships,  the  approval of our 2005 Stock  Option Plan,  the
increase in the number of authorized shares of common stock and the ratification
of its selection of  independent  auditors are in the best interests of Infinite
Group and its stockholders and, accordingly,  recommends a vote FOR the election
of the nominees for director and FOR proposals 2, 3 and 4.

      In addition to the formal business to be transacted at the Annual Meeting,
management will make a presentation on developments of the past year and respond
to comments and questions of general interest to stockholders. I personally look
forward  to  greeting  those  Infinite  Group  stockholders  able to attend  the
meeting.

      Whether  or not you plan to attend the  Annual  Meeting  in person,  it is
important that your shares are represented. Therefore, please promptly complete,
sign,  date,  and return the enclosed proxy card in the  accompanying  envelope,
which  requires no postage if mailed in the United  States.  You are, of course,
welcome to attend the Annual  Meeting and vote in person even if you  previously
returned your proxy card.

      Thank you.

                                          Sincerely,



                                          Michael S. Smith
                                          President and Chief Executive Officer




                              INFINITE GROUP, INC.
                           595 Blossom Road, Suite 309
                               Rochester, NY 14610
                                 (585) 654-5525
                            -------------------------

                    NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
                          TO BE HELD FEBRUARY 28, 2006
                            ------------------------

To the Stockholders of Infinite Group, Inc.:

      NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of Infinite
Group, Inc.  ("Infinite Group") will be held at our headquarters  located at 595
Blossom  Road,  Suite 309,  Rochester,  New York 14610 on February 28, 2006,  at
10:00 a.m., for the following purposes:

      1.    To elect three directors, each to serve for a term of one year.

      2.    To consider and approve the Infinite  Group,  Inc. 2005 Stock Option
            Plan.

      3.    To amend Infinite  Group's  Certificate of Incorporation to increase
            the number of shares of authorized  common stock from  20,000,000 to
            60,000,000.

      4.    To ratify the appointment of Freed Maxick & Battaglia, CPAs, P.C. as
            Infinite  Group's  independent  auditors  for the fiscal years 2002,
            2003, 2004 and 2005.

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

      Only the  stockholders  of record at the close of  business on January 20,
2006  are  entitled  to  notice  of and to vote at the  Annual  Meeting  and any
adjournments or postponements thereof.

      All stockholders are cordially  invited to attend the meeting.  Whether or
not you  expect to  attend,  you are  requested  to sign,  date and  return  the
enclosed proxy  promptly.  Stockholders  who execute proxies retain the right to
revoke them at any time prior to the voting thereof.  A return  envelope,  which
requires  no  postage  if mailed in the  United  States,  is  enclosed  for your
convenience.

                                      By Order of the Board of Directors

                                      /s/ Deanna Wohlschlegel

                                      Deanna Wohlschlegel, Secretary


Dated:    February 1, 2006


                                        1


                              INFINITE GROUP, INC.


                                 PROXY STATEMENT


This Proxy  Statement is furnished in connection  with the  solicitation  by the
Board of Directors of Infinite Group,  Inc., a Delaware  corporation  ("Infinite
Group"),  of proxies in the form enclosed for the Annual Meeting of Stockholders
("Annual  Meeting") to be held at our headquarters  located at 595 Blossom Road,
Suite 309, Rochester, New York 14610 on February 28, 2006, at 10:00 a.m. and for
any  adjournments or  postponements  thereof,  for the purposes set forth in the
accompanying  Notice of Annual Meeting of Stockholders.  The approximate date on
which this statement and the  accompanying  proxy will be mailed to stockholders
is February 1, 2006.

Record Date and Quorum

Only  stockholders  of record at the close of  business on January 20, 2006 (the
"Record Date"), are entitled to notice of and vote at the Annual Meeting. On the
Record Date,  there were 19,856,881  shares of common stock, par value $.001 per
share, outstanding ("Common Stock"). At the Annual Meeting, each share of Common
Stock is entitled to one vote.  Shares  represented  by each properly  executed,
unrevoked proxy received in time for the meeting will be voted as specified.

Voting of Proxies

The  persons  acting as proxies  pursuant  to the  enclosed  proxy will vote the
shares represented as directed in the signed proxy. Unless otherwise directed in
the proxy, the proxyholders  will vote the shares  represented by the proxy: (i)
for election of the director  nominees named in this Proxy  Statement;  (ii) for
approval of the Infinite Group 2005 Stock Option Plan ("2005  Plan");  (iii) for
amendment  of the  Certificate  of  Incorporation  to  increase  the  number  of
authorized shares from 20,000,000 to 60,000,000 shares; (iv) for ratification of
the appointment of Freed Maxick & Battaglia,  CPAs, P.C. as independent auditors
to audit the financial  statements of Infinite  Group for the fiscal years 2002,
2003,  2004 and  2005;  and (v) in the  proxyholders'  discretion,  on any other
business that may come before the meeting and any adjournments of the meeting.

All votes will be  tabulated  by the  inspector  of election  appointed  for the
Annual  Meeting,  who will separately  tabulate  affirmative and negative votes,
abstentions  and broker  non-votes.  Under Infinite  Group's bylaws and Delaware
law:  (1) shares  represented  by proxies that  reflect  abstentions  or "broker
non-votes" (i.e., shares held by a broker or nominee that are represented at the
meeting,  but with  respect to which such broker or nominee is not  empowered to
vote on a  particular  proposal)  will be counted as shares that are present and
entitled to vote for purposes of determining the presence of a quorum; (2) there
is no cumulative  voting, and the director nominees receiving the highest number
of  votes,  up to the  number of  directors  to be  elected,  are  elected  and,
accordingly,  abstentions, broker non-votes and withholding of authority to vote
will not  affect  the  election  of  directors;  and (3)  proxies  that  reflect
abstentions  or non-votes will be treated as unvoted for purposes of determining
approval of that  proposal  and will not be counted as votes for or against that
proposal.

                                        2


Voting Requirements

Directors  are  elected by a  plurality  of the votes cast at the  meeting.  The
affirmative  vote of a  majority  of votes  cast for or  against  the  matter by
stockholders entitled to vote is required to approve the 2005 Plan and to ratify
the appointment of independent  auditors.  Approval of the proposed amendment to
the certificate of  incorporation to increase the number of shares of authorized
common stock to 60,000,000  requires the  affirmative  vote of a majority of all
outstanding shares of common stock.

Revocability of Proxy

A proxy may be revoked by the stockholder giving the proxy at any time before it
is voted by delivering oral or written notice to the Secretary of Infinite Group
at or prior to the  meeting,  and a prior  proxy is  automatically  revoked by a
stockholder  giving a subsequent  proxy or attending  and voting at the meeting.
Attendance at the meeting in and of itself does not revoke a prior proxy.

Expenses of Solicitation

We  will  pay  the  expenses  of the  preparation  of  proxy  materials  and the
solicitation of proxies for the Annual Meeting.  In addition to the solicitation
of proxies by mail,  solicitation may be made by certain directors,  officers or
employees of Infinite Group telephonically,  electronically or by other means of
communication.  We will reimburse  brokers and other nominees for costs incurred
by them in mailing  proxy  materials to  beneficial  owners in  accordance  with
applicable rules.

Communications with our Board

Our  stockholders  may contact our Board or a specified  individual  director by
writing to the Corporate  Secretary,  Infinite  Group,  Inc.,  595 Blossom Road,
Suite 309,  Rochester,  NY 14610. The Corporate Secretary shall forward all such
communications  (excluding routine  advertisements,  business  solicitations and
communications  that he or she,  in his or her  sole  discretion,  deems to be a
security  risk or for  harassment  purposes)  to each  member  of our  board  of
directors,  or,  if  applicable,  to the  individual  director(s)  named  in the
correspondence  with a courtesy  copy to the chairman of our board of directors.

It is Infinite  Group's  policy that  directors  are invited and  encouraged  to
attend the Annual  Meeting.  All of our then directors  attended our last annual
meeting.

Board of Directors Meetings and Committees

During the year-ended December 31, 2004, the Board held two meetings,  the Audit
Committee  two  meetings,  and  the  Compensation  Committee  one  meeting.  All
directors  attended more than 75% of the number of meetings of the Board and its
committees on which they served.

Compensation Committee

The Compensation  Committee reviews and recommends to the Board the compensation
and benefits of all officers of Infinite  Group,  reviews general policy matters
relating to  compensation  and  benefits of  employees  of Infinite  Group,  and
administers  the  issuance  of  stock  options  to  Infinite  Group's  officers,
employees, directors and consultants. The Compensation Committee is comprised of
Paul J. Delmore and Dr. Allan M. Robbins.



                                       3


Audit Committee

The Audit  Committee was established to meet with management and our independent
accountants to determine the adequacy of internal  controls and other  financial
reporting  matters.  The Board  has  adopted  a  written  charter  for the Audit
Committee.  The Audit Committee is comprised of Paul J. Delmore and Dr. Allan M.
Robbins, both of whom are "independent" (as defined in under Rule 4200(a)(15) of
the National  Association of Securities  Dealers  ("NASD")  listing  standards).
During our most  recent  fiscal  year,  Paul J.  Delmore,  Chairman of the Audit
Committee, was the "audit committee financial expert" as such term is defined in
Item 401(e)(1) of Regulation S-B.

The Audit Committee Charter is annexed as Appendix I to this proxy statement.

Nominating Committee

We do not have a standing  nominating  committee.  The functions of a nominating
committee are currently  performed by the Board. In the event that we expand our
Board in the future we will  consider  establishing  a nominating  committee and
adopting a charter for such a committee.


                          SECURITY OWNERSHIP OF CERTAIN
                        BENEFICIAL OWNERS AND MANAGEMENT
                        --------------------------------

The following table sets forth information regarding the beneficial ownership of
our common stock as of December 31, 2005 by:

      o     each person known to us to be the  beneficial  owner of more than 5%
            of our outstanding shares;

      o     each of our directors;

      o     each  executive  officer  named in the  Summary  Compensation  Table
            below;

      o     all of our directors and executive officers as a group.

Except as  otherwise  indicated,  the persons  listed below have sole voting and
investment  power with respect to all shares of common stock owned by them.  All
information with respect to beneficial ownership has been furnished to us by the
respective stockholder.  The address of record of each individual listed in this
table, except if set forth below, is c/o Infinite Group, Inc., 595 Blossom Road,
Suite 309, Rochester, NY 14610.



                                                               Shares of Common
                                                              Stock Beneficially     Percentage of
                   Name of Beneficial Owner (1)                   Owned (2)            Ownership
------------------------------------------------------        ------------------     -------------
                                                                               
Michael S. Smith                                                   1,516,500(4)           6.5%
Paul J. Delmore                                                    4,884,500(5)          21.0%
Allan M. Robbins                                                      57,500(6)            *
James D. Frost                                                     2,000,000(7)           8.6%
William J. Carroll                                                   794,900(8)           3.4%
All Directors and Officers (6 persons) as a group                  9,273,400(3)          39.8%



                                       4



                                                                                  
5% Stockholders
David N. Slavny Family Trust
20 Cobble Creek Road
Victor, NY 14564                                                   1,100,000              5.5%

Clifford G. Brockmyre (9)
c/o LFI, Inc.
One Industrial Drive South
Smithfield, RI 02917                                               1,047,463              5.3%


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

* less than 1%

(1)   Pursuant to the rules of the Securities and Exchange Commission, shares of
      common stock which an individual or group has a right to acquire within 60
      days from  December  31,  2005  pursuant  to the  exercise  of  options or
      warrants or upon the conversion of securities are deemed to be outstanding
      for the purpose of computing  the percent of ownership of such  individual
      or  group,  but are not  deemed  to be  outstanding  for  the  purpose  of
      computing the percentage ownership of any other person shown in the table.
      On  December  31,  2005,  we  had   19,856,881   shares  of  common  stock
      outstanding.

(2)   Assumes that all currently  exercisable options or warrants or convertible
      notes owned by the individual have been exercised.

(3)   Assumes  that all  currently  exercisable  options  or  warrants  owned by
      members of the group have been exercised.

(4)   Includes  526,500  shares  subject to  currently  exercisable  options and
      500,000 shares subject to currently  exercisable options which are subject
      to stockholder ratification.

(5)   Includes (i) 4,827,000  shares owned of record by Upstate  Holding  Group,
      LLC, an entity  wholly-owned by Mr. Delmore,  (ii) 7,500 shares subject to
      currently exercisable options and (iii) 50,000 shares subject to currently
      exercisable options which are subject to stockholder ratification.

(6)   Includes 7,500 shares subject to currently  exercisable options and 50,000
      shares  subject to  currently  exercisable  options  which are  subject to
      stockholder ratification.

(7)   Includes  500,000  shares  subject to  currently  exercisable  options and
      1,000,000  shares  subject  to  currently  exercisable  options  which are
      subject to stockholder ratification.

(8)   Includes 794,900 shares subject to currently exercisable options which are
      subject to stockholder  ratification.

(9)   Includes  20,000 shares owned by Mr.  Brockmyre's  wife as to which shares
      Mr. Brockmyre disclaims beneficial ownership. The information with respect
      to  this   stockholder   was  derived  from  his  Officers  and  Directors
      Questionnaire.


Section 16(a) Beneficial Ownership Reporting Compliance

Section  16(a) of the Exchange Act  requires  our  officers and  directors,  and
persons  who own more  than ten  percent  of a  registered  class of our  equity
securities,  to file reports of ownership and changes in ownership with the SEC.
Officers,  directors and greater than  ten-percent  stockholders are required by
SEC  regulation  to furnish us with copies of all Section 16(a) forms they file.
Based  solely on review of the copies of such forms  furnished to us, or written
representations that no Forms 5 were required, we believe that all Section 16(a)
filing requirements  applicable to our officers and directors were complied with
during the year ended December 31, 2004, with the following exceptions: Allan M.
Robbins,  James D. Frost, Michael S. Smith, William J. Carroll,  Paul J. Delmore
and Upstate Holdings,  LLC did not timely file their respective Annual Change in
Beneficial  Ownership  of  Securities  on Form 5.  With  respect  to any  former
directors,  officers,  and ten percent  (10%)  stockholders  of Infinite  Group,
Infinite  Group does not have any knowledge of any known failures to comply with
the filing requirements of Section 16(a).


                                       5


                                 PROPOSAL NO. 1
                                 --------------
                              ELECTION OF DIRECTORS
                              ---------------------

                ELECTION OF DIRECTORS AND MANAGEMENT INFORMATION

At this  meeting  three (3)  directors  are to be elected to serve for  one-year
terms,  each to hold office until his  successor is duly elected and  qualified.
The following nominees were selected by the Board of Directors of Infinite Group
(the "Board") and are all currently Directors:


                             Michael S. Smith
                              Paul J. Delmore
                             Allan M. Robbins

It is not  contemplated  that any nominee will be unable to serve as a director,
but if such contingency should occur prior to the meeting,  the persons named as
proxies in the enclosed proxy or their  substitutes  will have the right to vote
for substitute nominees. Mr. Smith is also an officer of Infinite Group. Certain
information with respect to each nominee is stated below.

Our executive officers and directors and their respective ages, as of the Record
Date, are as follows:

                                                                      Affiliated
Name                      Age   Position                                Since
---------------------   ------  ------------------------------------  ----------
Michael S. Smith          51    Chairman, President, Chief Executive    1995
                                Officer and Chief Financial Officer
Paul J. Delmore (1)       49    Director                                2003
Allan M. Robbins (1)      54    Director                                2003
James D. Frost            56    Chief Technology Officer                2003
William J. Carroll        58    Sr. VP, Federal Operations              2005
Deanna Wohlschlegel       34    Secretary                               2003

(1)   Members of the compensation and the audit committees of the Board

      The principal  occupation of each of our directors and executive  officers
for at least the past five years is as follows:

      Michael S. Smith  became a director in 1995 and assumed the  positions  of
chairman,  president,  chief executive  officer and chief  financial  officer in
January  2003.  Before  joining  us,  Mr.  Smith  co-founded  and  served as the
president and chief executive officer of Micropub Systems  International Inc., a
brewery system  manufacturer,  from July 1997 to January 2003. Mr. Smith holds a
BA degree from Cornell University and a JD degree from Cornell University School
of Law.


                                       6


      Paul J.  Delmore  became a  director  in April 2003 and is a member of the
audit and compensation committees. Mr. Delmore is a Managing Partner of Simpson,
Delmore,  Greene LLP, a full service law firm located in San Diego,  California.
Mr. Delmore's practice includes  representation of small companies,  private and
public, with respect to early formation issues,  private placements,  regulatory
requirements for sale of securities,  assistance with regulatory filing concerns
and  mergers  and  acquisitions.  Mr.  Delmore  has a BA  degree  from the State
University  of New York at Oswego  and a JD degree  from the  University  of San
Diego School of Law. Mr. Delmore is a member of the State Bar of California, the
San Diego County Bar Association, the Association of Southern California Defense
Counsel and the San Diego Defense Lawyers Association.

      Dr.  Allan M.  Robbins  became a director in April 2003 and is a member of
the audit and compensation  committees.  Dr. Robbins is the Medical Director and
Chief Surgeon at Robbins Eye Associates and Robbins Laser Site in Rochester, New
York.  He has also served as the CEO of the Genesee  Valley Eye  Institute.  Dr.
Robbins  is a  board-certified  ophthalmologist  and  completed  his  fellowship
training at the  University of Rochester.  Dr.  Robbins has been  recognized and
received the AMA  Commendation for Continuing  Medical  Education as well as the
Americas  Top  Ophthalmologists  2002-2003  Award  from the  Consumers  Research
Council  of  America.  Dr.  Robbins  is a member of the New York  State  Medical
Society,   New  York  State   Ophthalmologist   Society,   American  Academy  of
Ophthalmology, American College of Surgeons, International Society of Refractive
Surgery  (ISRS),  and the American  Society of Cataract and  Refractive  Surgery
(ASCRS).  Dr. Robbins was on the Scientific  Advisory  Council for Phoenix Laser
and a principal clinical investigator for the VISX laser during the FDA clinical
trials.

      James D. Frost has been our chief technology officer since 2003. Mr. Frost
is a Professional  Engineer possessing over 25 years of experience at senior and
executive  levels in  information  technology,  engineering,  and  environmental
business  units.  Prior to joining us, Mr. Frost was the  practice  director for
Ciber,  Inc. where he was responsible for managing the technical IT practice for
the federal systems  division and the commercial  division for the  mid-atlantic
region.  Mr. Frost also led the  business  process  re-engineering  and start-up
operations  for  multiple  small  business  enterprises.  He has  served  as the
operations  manager  for ABB  Environmental  Services,  and the  deputy  program
manager and section head at Lee Wan & Associates  in Oak Ridge,  Tennessee.  Mr.
Frost  has also  served  20  years in the  United  States  Navy as a Navy  Civil
Engineer Corps Officer.

      William J. Carroll has been our Senior Vice President,  Federal Operations
since May 2005.  Prior to joining us, Mr.  Carroll was the  director of business
development for the federal  civilian team at EMC(2) since June 2004. While with
EMC(2),   Mr.  Carroll  was  instrumental  in  introducing  a  number  of  major
opportunities  with the  Department  of Homeland  Security,  the  Department  of
Justice and the  Department of  Transportation.  He also held,  and continues to
hold, key  leadership  positions with several  industry  associations.  Prior to
joining  EMC(2),  Mr. Carroll led a  distinguished  27-year career with the U.S.
Immigration  and  Naturalization  Service  culminating  with his  appointment to
District Director, Washington, D.C. District.

      Deanna  Wohlschlegel has been our corporate secretary and controller since
May 2003. Prior to that Ms.  Wohlschlegel was corporate  controller for Micropub
Systems International,  Inc. from January 1999 until joining Infinite Group. She
has an associates degree in accounting from Finger Lakes Community College.

      All directors  hold office until the next annual  meeting of  stockholders
and until their successors are duly elected and qualified.  Officers are elected
to serve,  subject to the  discretion of the Board,  until their  successors are
appointed. All of the nominees have been approved, recommended and nominated for
re-election to the Board by the Board.


                                       7


      There are no family relationships among the director nominees or among our
executive officers.

                             The Board Recommends a
               Vote FOR the Election of the Foregoing Nominees and
                   Proxies that are Returned will be so Voted
                          Unless Otherwise Instructed.

                                    * * * * *

                                 PROPOSAL NO. 2
                                 --------------

                      APPROVAL OF THE INFINITE GROUP, INC.
                             2005 STOCK OPTION PLAN

The Board adopted the 2005 Plan, subject to stockholder approval, which provides
for the grant to our  employees,  directors  and  consultants  of incentive  and
non-qualified stock options to purchase 4,000,000 shares of Common Stock.

The purpose of the 2005 Plan is to provide  incentives to  employees,  directors
and consultants  whose  performance will contribute to our long-term success and
growth, to strengthen  Infinite Group's ability to attract and retain employees,
directors  and  consultants  of high  competence,  to increase  the  identity of
interests  of such  people  with  those of its  stockholders  and to help  build
loyalty to Infinite  Group through  recognition  and the  opportunity  for stock
ownership.  The  Compensation  Committee of the Board will  administer  the 2005
Plan.

The following  description of the 2005 Plan is a summary and is qualified in its
entirety by  reference  to the 2005 Plan, a copy of which is annexed as Appendix
II to this proxy statement.

Eligibility

Under the 2005 Plan,  incentive  stock  options may be granted only to employees
and  non-qualified  stock  options may be granted to  employees,  directors  and
consultants.  The 2005 Plan will  expire 10 years  from the date of  stockholder
approval.

Terms of Options

The  2005  Plan  permits  the  granting  of both  incentive  stock  options  and
nonqualified stock options.  Generally, the option price of both incentive stock
options and  non-qualified  stock  options must be at least equal to 100% of the
fair market  value of the shares on the date of grant.  The maximum term of each
option is ten years.  For any participant  who owns shares  possessing more than
10% of the voting rights of Infinite Group's outstanding shares of Common Stock,
the exercise price of any incentive  stock option must be at least equal to 110%
of the fair  market  value of the shares  subject to such  option on the date of
grant and the term of the  option  may not be longer  than five  years.  Options
become  exercisable  at such  time or times as the  Compensation  Committee  may
determine at the time it grants options.


                                       8


Federal Income Tax Consequences

      Non-qualified Stock Options. The grant of non-qualified stock options will
have no  immediate  tax  consequences  to  Infinite  Group or the  grantee.  The
exercise of a non-qualified  stock option will require a recipient to include in
his gross  income  the  amount by which the fair  market  value of the  acquired
shares  on the  exercise  date  (or the date on which  any  substantial  risk of
forfeiture  lapses) exceeds the option price.  Upon a subsequent sale or taxable
exchange of the shares acquired upon exercise of a non-qualified stock option, a
recipient will  recognize  long or short-term  capital gain or loss equal to the
difference  between  the amount  realized  on the sale and the tax basis of such
shares.  Infinite  Group  will  be  entitled  (provided  applicable  withholding
requirements are met) to a deduction for Federal income tax purposes at the same
time  and in the same  amount  as the  recipient  is in  receipt  of  income  in
connection with the exercise of a non-qualified stock option.

      Incentive Stock Options.  The grant of an incentive stock option will have
no immediate tax consequences to Infinite Group or its employee. If the employee
exercises an incentive  stock option and does not dispose of the acquired shares
within two years after the grant of the  incentive  stock  option nor within one
year  after the date of the  transfer  of such  shares to him (a  "disqualifying
disposition"),  he will realize no compensation income and any gain or loss that
he  realizes  on a  subsequent  disposition  of such shares will be treated as a
long-term  capital gain or loss.  For  purposes of  calculating  the  employee's
alternative minimum taxable income,  however,  the option will be taxed as if it
were a non-qualified stock option.


                      Equity Compensation Plan Information

Securities Authorized for Issuance Under Equity Compensation Plans

We have stock option plans,  which were adopted by our Board and approved by our
stockholders,  covering an  aggregate  of  1,840,000  unexercised  shares of our
Common Stock at December 31, 2005,  consisting of both  incentive  stock options
within the meaning of Section 422 of the United States Internal  Revenue Code of
1986 (the Code) and  non-qualified  options.  The option  plans are  intended to
qualify under Rule 16b-3 of the Securities Exchange Act of 1934. Incentive stock
options are issuable only to our employees,  while non-qualified  options may be
issued to non-employees,  consultants,  and others, as well as to employees.  We
also have a stock  option  plan which was  adopted  by our Board in March  2005,
which has not yet been  approved or ratified  by our  stockholders,  covering an
aggregate  of 4,000,000  unexercised  shares of our Common Stock at December 31,
2005,  consisting of both incentive  stock options within the meaning of Section
422 of the Code and non-qualified options.

The  option  plans  are  administered  by  the  Compensation  Committee,   which
determines those  individuals who shall receive options,  the time period during
which the options may be  partially or fully  exercised,  the number of share of
Common Stock that may be purchased under each option, and the option price.

The per share exercise price of an incentive or  non-qualified  stock option may
not be less  than the fair  market  value  of the  Common  Stock on the date the
option is granted.  The aggregate  fair market value  (determined as of the date
the option is granted) of the shares of Common Stock for which  incentive  stock
options are first exercisable by any individual during any calendar year may not
exceed $100,000. No person who owns, directly or indirectly,  at the time of the
granting of an incentive  stock option to him or her, more than 10% of the total
combined  voting  power  of all  classes  of stock of  Infinite  Group  shall be
eligible to receive any incentive stock option under the option plans unless the
option  price is at least  110% of the fair  market  value of our  Common  Stock
subject to the option,  determined on the date of grant.  Non-qualified  options
are not subject to this limitation.


                                       9


An optionee may not transfer an incentive  stock  option,  other than by will or
the laws of descent and  distribution,  and during the  lifetime of an optionee,
the option will be  exercisable  only by him or her. In the event of termination
of employment  other than by death or disability,  the optionee will have thirty
(30) days after such  termination  during  which to exercise  the  option.  Upon
termination  of employment of an optionee by reason of death or permanent  total
disability, the option remains exercisable for one year thereafter to the extent
it was  exercisable  on the  date of such  termination.  No  similar  limitation
applies to non-qualified options.

Pursuant to our option plans,  each new  non-employee  director is automatically
granted,  upon  becoming a director,  an option to purchase  7,500 shares of our
Common  Stock at the fair  market  value of such  shares on the grant  date.  In
addition,  each  non-employee  director  is  automatically  granted an option to
purchase  5,000  shares at the fair  market  value of such shares on the date of
grant, on the date of our annual meeting of stockholders. These options vest 1/3
upon grant and 1/3 at the end of each subsequent year of service. In April 2003,
we granted  7,500 options to each of our two new  directors.  In addition to the
foregoing, in March 2005, we granted 50,000 non-qualified options to each of our
two outside directors.  As of December 31, 2005, we have granted 141,500 options
to members of the Board,  all of which are  exercisable  at December 31, 2005 at
prices ranging from $.10 to $7.80.

Options  under  the  option  plans  must be  granted  within  10 years  from the
effective date of each  respective  plan.  Incentive stock options granted under
the plan cannot be exercised  more than 10 years from the date of grant,  except
that incentive stock options issued to greater than 10% stockholders are limited
to four-year  terms. All options granted under the plans provide for the payment
of the exercise  price in cash or by delivery of shares of Common Stock  already
owned by the optionee  having a fair market value equal to the exercise price of
the options being  exercised,  or by a  combination  of such methods of payment.
Therefore,  an optionee may be able to tender shares of Common Stock to purchase
additional  shares of Common  Stock and may  theoretically  exercise  all of his
stock options without making any additional cash investment.

Any unexercised options that expire or that terminate upon an optionee's ceasing
to be affiliated with Infinite Group become available once again for issuance.


                                       10


The  following  table  summarizes  as of  December  31,  2005 the (i)  currently
exercisable  options  granted  under our  plans  and (ii) all  other  securities
subject to  contracts,  options,  warrants and rights or  authorized  for future
issuance  outside  our plans.  The  shares  covered  by  outstanding  options or
authorized  for  future  issuance  are  subject  to  adjustment  for  changes in
capitalization stock splits, stock dividends and similar events.



                                                                       Equity Compensation Plan Table
                                                   ----------------------------------------------------------------------
                                                                                                  Number of securities
                                                   Number of securities    Weighted-average      remaining available for
                                                    to be issued upon      exercise price of      future issuance under
                                                       exercise of            outstanding       equity compensation plans
                                                   outstanding options,    options, warrants      (excluding securities
                                                   warrants and rights        and rights        reflected in column (a))
                                                           (a)                    (b)                       (c)
                                                   -------------------      ---------------     -------------------------
                                                                                       
Equity Compensation Plans Approved By
Security Holders (1)                                    1,319,000               $0.16                     521,000

Equity Compensation Plans Not Approved By
Security Holders (2)                                    2,743,400               $0.18                   1,256,600
Warrants Granted to Service Providers (3)                  75,000               $2.40                           0
                                                        ---------               -----                   ---------
Total..............................................     4,137,400               $0.22                   1,777,600
                                                        ---------               -----                   ---------


(1)   Consists of grants under our Board of Directors,  1995,  1996,  1997, 1998
      and 1999 Stock Option Plans

(2)   Consists of grants under the 2005 Plan

(3)   Consists of warrants to purchase 75,000 shares of Common Stock issued to a
      service  provider in connection  with debt  financings in 2002,  which are
      exercisable at $2.40 per share and expire in 2007.

At December 31, 2005, we had notes payable and accrued  interest of  $359,050due
to Dr. Allan M.  Robbins,  a member of our Board,  and $553,851 due to Northwest
Hampton  Holdings,  LLC. These notes and accrued  interest are convertible  into
shares of our Common Stock at $.05 per share at the option of the note holder at
any time after 60 days following the date on which the  stockholders of Infinite
Group vote to authorize a sufficient number of shares to permit such conversion,
provided that such  conversions  do not result in a change of control that would
limit Infinite Group's utilization of its net operating loss  carryforwards.  If
the principal and accrued  interest were converted in full, we would be required
to issue 7,181,000 common shares to the Dr. Robbins and 11,077,020 common shares
to Northwest Hampton Holdings, LLC.

As of December 31, 2005 if all of the aforementioned incentive and non-qualified
options and warrants were to be exercised and notes including  accrued  interest
were to be  converted  to shares of our Common  Stock,  we would be obligated to
issue an additional 22,395,420 common shares.


                                       11


The following table summarizes the number and value of unexercised options
granted under the 2005 Plan and held as of December 31, 2005. The realizable
value of options represents the positive spread between the exercise price of
any such option and the market value of Common Stock on December 31, 2005.

                     Grants Under the 2005 Stock Option Plan
                     ---------------------------------------


                                                                                        Number of Shares
                                                                                         of Common Stock
                                                              Realizable Value of          Underlying
                                                              Outstanding Options         Outstanding
                              Name                                  ($) (3)                 Options
                              -----                           -------------------       ----------------
                                                                                  
Michael S. Smith                                              $                --               500,000
James D. Frost                                                $            80,000             1,000,000
William J. Carroll                                            $            87,085               794,900
All executive officers (4 persons) as a group(1)              $           168,085             2,314,900
All non-executive directors (2 persons) as a group(2)         $            15,000               100,000
All employees as a group (not including executive officers)   $             7,760               278,500
Service provider                                              $             4,500                50,000
Number of Options Awarded                                     $           195,345             2,743,400
Number of Options Remaining Available For Future Issuance                                     1,256,600


      (1)   Includes  options granted to Deanna  Wohlschlegel,  Infinite Group's
            Secretary and Controller.

      (2)   Consist of Paul J.  Delmore and Dr.  Allan M.  Robbins.

      (3)   For  the  purpose  of this  calculation  value  is  based  upon  the
            difference between the exercise price of the outstanding options and
            the closing stock price at December 31, 2005 of $.25 per share.

    The Board Unanimously Recommends A Vote FOR the Approval of the Infinite
                          Group 2005 Stock Option Plan.

                                    * * * * *


                                       12


                                 PROPOSAL NO. 3
                                 --------------

                    AMENDMENT OF CERTIFICATE OF INCORPORATION
                     TO INCREASE NUMBER OF AUTHORIZED SHARES
                     ---------------------------------------

Our Certificate of Incorporation,  as amended, currently authorizes the issuance
of 20,000,000 shares of Common Stock and 1,000,000 shares of preferred stock. On
November  15,  2005,  the Board  adopted a  resolution,  subject to  stockholder
approval,  to amend  Article  Fourth  of our  Certificate  of  Incorporation  to
increase  the number of  authorized  shares of Common Stock from  20,000,000  to
60,000,000.

Of the currently  authorized shares of Common Stock,  19,856,881 were issued and
outstanding as of December 31, 2005. As a result, 143,119 shares of Common Stock
remain available for issuance as of that date. Of these remaining shares, 75,000
are reserved for issuance  upon  exercise of  outstanding  warrants  issued to a
service  provider  in  connection  with  debt  financings  in  2002,  which  are
exercisable  at $2.40  per  share and  expire  in 2007  (the  "Service  Provider
Warrants").


                                       13


The following table summarizes the number and value of unexercised options
granted under the Board of Directors, 1995, 1996, 1997, 1998 and 1999 Stock
Option Plans and the 2005 Plan and outstanding as of December 31, 2005. The
realizable value of options represents the positive spread between the exercise
price of any such option and the market value of Common Stock on December 31,
2005.




                                                                                        Number of Shares
                                                                                         of Common Stock
                                                              Realizable Value of          Underlying
                                                              Outstanding Options         Outstanding
                              Name                                  ($) (3)                 Options
                              -----                           -------------------       ----------------
                                                                                
Grants Under the Board of Directors, 1995, 1996,
1997, 1998 and 1999 Stock Option Plans:

Michael S. Smith                                               $         100,550               526,500
James D. Frost                                                 $         100,000               500,000
William J. Carroll                                             $              --                     0
All executive officers (4 persons) as a group(1)               $         200,550             1,026,500
All non-executive directors (2 persons) as a
group(2)                                                       $           2,250                15,000
All employees as a group (not including executive
officers)                                                      $          34,760               212,500
Service provider                                               $              --                65,000
Number of Options Awarded                                      $         237,560             1,319,000
Number of Options Remaining Available For Future
Issuance                                                                                       521,000

Grants Under the 2005

Stock Option Plan (See details in Proposal No. 2):

Total Number of Options Awarded                                $         195,345             2,743,400
Total Number of Options Remaining Available For
Future Issuance                                                                              1,256,600

Total of All Option Plans:
Number of Options Awarded                                      $         432,905             4,062,400
Number of Options Remaining Available For Future
Issuance                                                                                     1,777,600
All Options Available for Grant and Exercise                                                 5,840,000

Warrants Granted to Service Provider                           $              --                75,000

Total of All Option Plans and Warrants:
All Options and Warrants Available for Grant and
Exercise                                                       $         432,905             5,915,000



                                       14


      (1)   Includes  Deanna   Wohlschlegel,   Infinite  Group's  Secretary  and
            Controller, who has no grants under these plans.

      (2)   Consist of Paul J. Delmore and Dr. Allan M. Robbins.

      (3)   For  the  purpose  of this  calculation  value  is  based  upon  the
            difference between the exercise price of the outstanding options and
            the closing stock price at December 31, 2005 of $.25 per share.

The  Board  believes  that the  proposed  increase  in the  number  of shares of
authorized  Common Stock is  appropriate  so that shares will be  available,  if
needed,  for issuance in connection with  outstanding debt  conversions,  future
equity financings, possible acquisitions,  stock splits, stock dividends, equity
compensation  plans and for other  proper  corporate  purposes  without  further
action by our stockholders,  except as required by applicable law, regulation or
rule. We have no present agreements,  commitments or plans to issue any of these
shares,  other than up to 1,319,000  shares which may be issued upon exercise of
currently  outstanding  options under our board of directors,  1995, 1996, 1997,
1998, and 1999 stock option plans which were approved by stockholders  and up to
2,743,400  shares  which may be issued upon  exercise of  currently  outstanding
options  under our 2005 Plan which is the subject of proposal  number two above.
However,  at December 31, 2005, (i) subject to the limitations  described below,
we have a total of $912,901 in convertible debt and accrued interest outstanding
that, if converted,  would result in the issuance of up to 18,258,020  shares of
Common  Stock and (ii) the grant and exercise of all the options  available  for
grant under our  existing  equity  compensation  plans plus the  exercise of the
Service Provider Warrants would result in the issuance of up to 5,915,000 shares
of Common  Stock,  of which up to 5,840,000  shares  would be issuable  from the
additional shares authorized for issuance assuming our stockholders approve this
proposal.


During 2004 and 2003, to raise proceeds for working capital purposes to fund
current liabilities and provide cash for operations we issued the following
notes:

(i)   various convertible notes payable to Dr. Allan M. Robbins, a Board member,
      in the aggregate  principal  amount of $314,000 bearing interest at 6% per
      annum which matures on January 1, 2016 (the "Robbins  Note").  The Robbins
      Notes were issued as follows:

      i.    on February 25, 2003 in the principal amount of $25,000;
      ii.   on April 15, 2003 in the principal amount of $15,000;
      iii.  on April 25, 2003 in the principal amount of $60,000;
      iv.   on May 22, 2003 in the principal amount of $40,000;
      v.    on July 2, 2003 in the principal amount of $60,000;
      vi.   on December 4, 2003 in the principal amount of $40,000;
      vii.  on January 7, 2004 in the principal amount of $4,000; and
      viii. on February 26, 2004 in the principal amount of $70,000;

      As of December  31, 2005,  the  outstanding  balance of the Robbins  Note,
      including interest, was $359,050;

(ii)  on August 5,  2003,  a  convertible  note  payable  to  Northwest  Hampton
      Holdings,  LLC in the  aggregate  principal  amount  of  $203,324  bearing
      interest at 7.75% per annum which matures on January 1, 2016 (the "Hampton
      Note").  As of December 31, 2005, the  outstanding  balance of the Hampton
      Note, including interest, was $250,447; and


                                       15


(iii) various other convertible  notes to Northwest  Hampton  Holdings,  LLC, in
      aggregate  principal  amount of $317,800  bearing interest at 6% per annum
      which  matures on  January  1, 2016 (the  "Various  Hampton  Notes").  The
      Various Hampton Notes were issued as follows:

      i.    on January 16, 2003 in the principal amount of $100,000;
      ii.   on July 17, 2003 in the principal amount of $100,000;
      iii.  on October 23, 2003 in the principal amount of $800;
      iv.   on November 5, 2003 in the principal amount of $3,000;
      v.    on November 6, 2003 in the principal amount of $40,000;
      vi.   on December 22, 2003 in the principal amount of $50,000;
      vii.  on January 30, 2004 in the principal amount of $2,000; and
      viii. on March 11, 2004 in the principal amount of $22,000;

            On December 6, 2005, $25,000 of the principal of the Various Hampton
            Notes was  converted  by the holder  into  500,000  shares of Common
            Stock reducing the principal balance to $292,800. As of December 31,
            2005,  the  outstanding   balance  of  the  Various  Hampton  Notes,
            including interest, was $303,404.

Generally,  upon notice, prior to the note maturity date, we can prepay all or a
portion of the outstanding note principal;  provided, however, at no time can we
prepay an amount  that would  result in a change of control and limit the use of
our net operating  loss  carryforwards  if the same amount were converted by the
note holder.

As of January 1, 2006, the interest rate on each of the Robbins  Notes,  Hampton
Note and Various Hampton Notes  (collectively,  the "Notes") increased to 8% per
annum.  Thereafter,  the interest rate will be adjusted annually, on January 1st
of each year,  to a rate equal to the prime rate in effect on  December  31st of
the  immediately  preceding year,  plus one and one quarter  percent,  and in no
event, shall the interest rate be less than 6% per annum.

The Notes are  convertible  into shares of Common Stock subject to the following
limitations:

      1.  Following  stockholder  approval of this proposal and sixty days after
the related  amendment to our  certificate of  incorporation  is effective under
applicable  law,  upon  written  notice  to us,  all or part of the  outstanding
principal  and  accrued  interest  on the Notes are  convertible  into shares of
Common  Stock at $.05 per share,  which was the fair market  value of a share of
Common Stock on the respective issuance date of each of the Notes.

      2. The shares of Common Stock issuable upon the proposed  conversion  will
not result in a change in control of Infinite Group which would limit the use of
our  net  operating  loss  carryforwards;  provided,  however,  if  we  close  a
transaction  with  another  third party or parties  that  results in a change of
control which will limit the use of our net operating loss  carryforwards,  then
the change of control  provision shall no longer be in effect.  We estimate that
at December 31, 2005, that up to approximately  11,000,000  shares of our Common
Stock  could be issued as a result  of  conversions  of  principal  and  accrued
interest  before a change of control would occur that would limit the use of our
net operating loss carryforwards and in the event of this occurrence the holders
of the Notes would own 37.3% (including  500,000 shares of Common Stock owned by
Northwest  Hampton Holdings,  LLC) of the then issued and outstanding  shares of
our Common Stock.

      3. Prior to any conversion by a requesting  note holder,  each note holder
holding a Note which is then  convertible  into 5% or more of our  Common  Stock
shall be entitled to participate on a pari passu basis with the requesting  note
holder  and  upon  any such  participation  the  requesting  note  holder  shall
proportionately  adjust his conversion  request such that, in the  aggregate,  a
change  of  control  which  will  limit  the  use  of  our  net  operating  loss
carryforwards does not occur.


                                       16


In the event that the entire  principal  and  accrued  interest  of the Notes at
December 31, 2005 were converted into shares of our Common Stock, the holders of
the Notes would own 18,758,020 shares (including  500,000 shares of Common Stock
owned by  Northwest  Hampton  Holdings,  LLC) or 49.2%  of the then  issued  and
outstanding  shares of our Common  Stock  resulting  in their  ability to effect
control over our operations.

The  sole  member  of  Northwest  Hampton  Holdings,  LLC  is  James  Villa,  an
individual. He is also the sole member of Intelligent Consulting, LLC ("ICC"), a
consulting  firm which provides  consulting  services to us. We have  contracted
with ICC on a month to month basis since 2003. The consulting  services provided
by ICC have included developing new business strategies that led to our disposal
of all of our former  businesses and to implementing our current business plans;
developing and implementing our business plans for  TouchThru(TM)  and biometric
applications;   developing  and  implementing  improvements  to  our  technology
infrastructure;  and specific projects as directed by our President to assist us
in developing and implementing  our business plans and other corporate  matters.
During the years ended  December 31, 2003,  2004 and 2005,  we paid ICC $92,668,
$168,997 and $223,384, respectively, for services its personnel provided.

Infinite Group's  stockholders,  under its Certificate of Incorporation,  do not
have preemptive rights to subscribe to additional  securities that may be issued
by Infinite  Group.  This means that  current  stockholders  do not have a prior
right to purchase  any new issue of  Infinite  Group  capital  stock in order to
maintain their proportionate ownership of Common Stock. In addition, if Infinite
Group issues additional  shares of Common Stock or other securities  convertible
into Common Stock in the future,  it could dilute the voting  rights of existing
stockholders  and could also dilute  earnings per share and book value per share
of existing  stockholders.  The increase in  authorized  Common Stock could also
discourage  or hinder  efforts by other  parties to obtain  control of  Infinite
Group, thereby having an anti-takeover effect. The increase in authorized shares
of Common Stock is not being proposed in response to any known threat to acquire
control of Infinite Group.

A copy of the proposed amendment to our Certificate of Incorporation is attached
as Appendix III to this proxy statement.

           The Board unanimously recommends a vote FOR this proposal.

                                    * * * * *

                                 PROPOSAL NO. 4
                                 --------------

                           RATIFICATION OF APPOINTMENT
                             OF INDEPENDENT AUDITORS
                             -----------------------

Infinite Group is recommending  that the stockholders  ratify the appointment of
Freed Maxick & Battaglia,  CPAs, P.C. as its independent  public accountants for
2002, 2003, 2004 and 2005. Freed Maxick & Battaglia, CPAs, P.C. audited Infinite
Group's  financial  statements  for the fiscal year ended December 31, 2004. The
report of Freed Maxick & Battaglia,  CPAs, P.C. with respect to Infinite Group's
financial  statements  appears in Infinite  Group's annual report for the fiscal
year ended  December  31, 2004.  A  representative  of Freed Maxick & Battaglia,
CPAs,  P.C. will attend the meeting by telephone and will have an opportunity to
make a  statement  if he  desires to do so and will be  available  to respond to
appropriate   questions  through   conference   telephone.   In  the  event  the
stockholders  fail to ratify  the  appointment,  the Board  will  consider  it a
directive to consider other  Independent  Public  Accountants for the subsequent
year.


                                       17


             The Board Recommends a Vote FOR the Ratification of the
               Appointment of Freed Maxick & Battaglia, CPAs, P.C.
                 for Fiscal Years 2002, 2003, 2004 and 2005 and
                   Proxies that are Returned will be so Voted
                          Unless Otherwise Instructed.

                                    * * * * *

                             AUDIT COMMITTEE REPORT

The Audit  Committee is comprised of two  non-management  Directors and operates
pursuant to a written  Charter,  both of whom are  "independent"  (as defined in
under Rule 4200(a)(15) of the NASD listing  standards).  During fiscal 2004, the
Audit  Committee held one meeting and one private  session with our  independent
auditors.  The Audit Committee's purpose is to assist the Board in its oversight
of (i) the integrity of our financial statements, (ii) our compliance with legal
and regulatory requirements,  (iii) our independent auditors' qualifications and
independence,  (iv) the  performance  of our  independent  auditors  and (v) our
management  of market,  credit,  liquidity and other  financial and  operational
risks;  to decide  whether  to  appoint,  retain or  terminate  our  independent
auditors and to pre-approve all audit, audit-related and other services, if any,
to be provided by the independent auditors;  and to prepare this audit committee
report. The Board has determined that each member is financially literate and at
least one member of the Audit  Committee  has  accounting  or related  financial
management  expertise,  as such  qualifications  are defined  under NASD listing
standards, and that Mr. Delmore is an "audit committee financial expert" as such
term is defined in Item 401(e)(1) of Regulation S-B.

Management is responsible for the preparation, presentation and integrity of our
financial  statements,  accounting  and financial  reporting  principles and the
establishment and effectiveness of internal controls and procedures  designed to
assure compliance with accounting standards and applicable laws and regulations.
The independent  auditors are responsible for performing an independent audit of
the  financial   statements  in  accordance  with  generally  accepted  auditing
standards.  The independent  auditors have free access to the Audit Committee to
discuss any matters they deem appropriate.

In performing  its  oversight  role,  the Audit  Committee  has  considered  and
discussed the audited  financial  statements with management and the independent
auditors.  The Audit Committee has also discussed with the independent  auditors
the matters required to be discussed by Statement on Auditing  Standards No. 61,
Communication with Audit Committees, as currently in effect. The Audit Committee
has  received  the  written  disclosures  and the  letter  from its  independent
auditors  required by Independence  Standards Board Standard No. 1, Independence
Discussions  with Audit  Committees,  as currently in effect,  and has discussed
with the  auditors,  of Freed  Maxick & Battaglia,  CPAs,  P.C.,  the  auditors'
independence.  All non-audit services performed by the independent auditors must
be specifically pre-approved by the Audit Committee or a member thereof.

During  fiscal  2004,  the  Audit  Committee  performed  all of its  duties  and
responsibilities  under the Audit  Committee  Charter.  The Audit  Committee has
reviewed and  discussed  with  management  Infinite  Group's  audited  financial
statements  for the year ended  December  31, 2004.  In  addition,  based on the
reports  and  discussions   described  in  this  Report,   the  Audit  Committee
recommended to the Board that the audited financial statements of Infinite Group
for fiscal 2004 be included in its Annual  Report on Form 10-KSB for such fiscal
year.


                                       18


Audit Committee Matters and Fees Paid to Independent Auditors

Under its charter,  the Audit Committee must  pre-approve all engagements of our
independent  auditor unless an exception to such  pre-approval  exists under the
Exchange  Act or the rules of the SEC.  Each  year,  the  independent  auditor's
retention to audit our financial  statements,  including the associated  fee, is
approved by the Audit Committee before the filing of the preceding year's Annual
Report on Form 10-KSB.  At the beginning of the fiscal year, the Audit Committee
will evaluate  other known  potential  engagements of the  independent  auditor,
including the scope of the work proposed to be performed and the proposed  fees,
and approve or reject each service, taking into account whether the services are
permissible  under  applicable  law and the  possible  impact of each  non-audit
service on the  independent  auditor's  independence  from  management.  At each
subsequent Audit Committee meeting,  the Audit Committee will receive updates on
the services  actually provided by the independent  auditor,  and management may
present  additional  services for approval.  Typically,  these would be services
such as due diligence for an acquisition,  that would not have been known at the
beginning of the year. The Audit  Committee has delegated to the  Chairperson of
the Audit Committee the authority to evaluate and approve  engagements on behalf
of the Audit Committee in the event that a need arises for pre-approval  between
committee  meetings.  This might occur, for example, if we proposed to execute a
financing on an accelerated  timetable.  If the Chairperson so approves any such
engagements,  he will report that  approval to the full Audit  Committee  at the
next Audit Committee meeting.

Since the May 6, 2003 effective date of the SEC rules stating that an auditor is
not independent of an audit client if the services it provides to the client are
not  appropriately  approved,  each new  engagement of Freed Maxick & Battaglia,
CPAs,  P.C.  was approved in advance by the Audit  Committee,  and none of those
engagements  made use of the de minimis  exception to pre-approval  contained in
the SEC's rules.

Audit Committee Pre-Approved Policies and Procedures

The Audit Committee will pre-approve audit services and non-audit services to be
provided by Infinite  Group's  independent  auditors  before the  accountant  is
engaged  to  render  these  services.  The  Audit  Committee  may  consult  with
management in the decision-making  process,  but may not delegate this authority
to  management.  The Audit  Committee may delegate its authority to  pre-approve
services to one or more committee  members,  provided that the designees present
the pre-approvals to the full committee at the next committee meeting.


                                       19


                     PRINCIPAL ACCOUNTANT FEES AND SERVICES
                     --------------------------------------

The  aggregate  fees billed by our  principal  accounting  firm,  Freed Maxick &
Battaglia,  CPA's,  PC, for fees billed for fiscal years ended December 31, 2004
and 2003 are as follows:

                                       2004      2003
                                     -------   -------
Audit fees                           $66,032   $82,712
Audit related fees                        --        --
                                     -------   -------
                                     $66,032   $82,712
Total audit and audit related fees
Tax fees                                  --        --
All other fees                            --        --
                                     -------   -------
Total fees                           $66,032   $82,712
                                     =======   =======

Audit-Related Fees

The Audit Related fees were zero for the periods presented.

Tax Fees

The tax fees were zero for the periods presented.

All Other Fees

All other fees were zero for the periods presented.


                                       20


                COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
                ------------------------------------------------

The Summary  Compensation  Table below  includes,  for each of the fiscal  years
ended  December 31, 2002,  2003,  2004,  and 2005  individual  compensation  for
services to Infinite Group and its subsidiaries paid to: (1) the Chief Executive
Officer, and (2) the other most highly paid executive officers of Infinite Group
in  2002,  2003,  2004,  and 2005  whose  salary  and  bonus  exceeded  $100,000
(together, the "Named Executives").



                                                                                               All other
          Name and Principal Position               Year       Salary          Bonus       compensation (1)
----------------------------------------------    -------     ---------      ---------     ----------------
                                                                                   
Michael S. Smith
President, Chief Executive Officer, Chief           2005       $179,086       $  5,005          $  2,036
Financial Officer and Director commencing May       2004       $181,789       $  3,500          $    854
1, 2003, Director                                   2003       $108,856       $ 30,000              --
                                                    2002           --             --                --

Mark J. Ackley
Chief Operating Officer and Director of             2005           --             --                --
Business Development commencing April               2004       $173,682       $ 10,000              --
19, 2003 (2)                                        2003       $103,846       $ 15,000              --
                                                    2002           --             --                --
William J. Carroll
Senior Vice President,                              2005       $168,750           --            $    564
Federal Operations commencing                       2004           --             --                --
April 8, 2005                                       2003           --             --                --
                                                    2002           --             --                --

James D. Frost
Chief Technology Officer and Director of            2005       $201,923           --            $    502
Delivery commencing May 12, 2003                    2004       $173,978       $ 10,000              --
                                                    2003       $ 89,423       $ 15,000              --
                                                    2002           --             --                --

Clifford G. Brockmyre II
President and Chief Executive Officer               2005           --             --                --
through January 3, 2003, CEO Laser Fare from        2004           --             --                --
January 3, 2003 through December 31, 2003           2003       $149,376       $  1,500              --
                                                    2002       $106,672           --                --

Clifford G. Brockmyre III
President Laser Fare, Inc.                          2005           --             --                --
through December 31, 2004                           2004       $ 90,679       $  1,050              --
                                                    2003       $107,655       $  2,099              --
                                                    2002       $108,718           --                --


      (1)   Reflects stock grants,  matching contributions to the employee's IRA
            Plan and life insurance premiums paid by Infinite Group.

      (2)   Mr. Ackley's employment was terminated in March 2005.

Employment Agreements

In 2003, we entered into employment  agreements with Messrs.  Smith,  Ackley and
Frost.  These  agreements  are  essentially  identical and provide,  among other
things,  for annual  base  compensation  of $150,000  for  five-year  terms.  In
addition,  each  agreement  provides for the  issuance of 500,000  shares of our
common  stock  with a value of $25,000 as of the date of  issuance  and  500,000
employee  stock  options  exercisable  at $.05 per share.  Each  agreement  also
provides for, among other things,  incentive compensation,  termination benefits
in the event of death,  disability and termination  for other than cause,  and a
covenant against  competition.  Mr. Ackley's employment was terminated for cause
in March, 2005.


                                       21


Stock Options

The following table sets forth certain information  regarding options granted by
us in 2005 through December 31, 2005 to each of the Named Executives. There were
no stock options granted to the Named Executives in 2004.



                         Number of Shares      Percent of Total
                          of Common Stock     Options Granted to
        Name             Underlying Option     Employees in Year    Exercise Price ($/Sh)     Expiration Date
        ----             -----------------     -----------------    ---------------------     ---------------
                                                                                  
James D. Frost                  500,000            18.2%                   $ .09                3/9/2015
James D. Frost                  500,000            18.2%                   $ .25                3/9/2015
Michael S. Smith                500,000            18.2%                   $ .25                3/9/2015
William J. Carroll              750,000            27.4%                   $ .13                4/18/2015
William J. Carroll                7,500              .3%                   $ .14                7/1/2015
William J. Carroll               37,400             1.4%                   $ .35                10/1/2015
Paul J. Delmore                  50,000             1.8%                   $ .10                3/30/2015
Allan M. Robbins                 50,000             1.8%                   $ .10                3/30/2015
                            -----------           ------
  Total                       2,394,900            87.3%
                            ===========           ======



The following table provides  information  with respect to options  exercised by
the named  executive  officers for the twelve months ended December 31, 2005 and
the number and value of unexercised options held by the named executive officers
as of December 31, 2005.



                     Number of                    Number of Shares Underlying           Value of Unexercised
                       Shares       Dollar          Unexercised Options at            In-the-Money Options at
                     Underlying      Value             December 31, 2005               December 31, 2005 (1)
                      Options     Realized on   -------------------------------   -------------------------------
       Name          Exercised      Exercise    Exercisable      Nonexercisable    Exercisable     Nonexercisable
       ----          ----------   -----------   --------------  ---------------   --------------   --------------
                                                                      
Michael S. Smith             --   $        --        1,026,500               --   $      100,550   $           --
William J. Carroll           --   $        --          794,900               --   $       87,085   $           --
James D. Frost               --   $        --        1,500,000               --   $      180,000   $           --
Paul J. Delmore              --   $        --           57,500               --   $        8,625   $           --
Allan M. Robbins             --   $        --           57,500               --   $        8,625   $           --
                     ----------   -----------   --------------   --------------   --------------   --------------
  Total                      --   $        --        3,436,400               --   $      384,885   $           --
                     ==========   ===========   ==============   ==============   ==============   ==============


(1)   For the  purpose of this  calculation  value is based upon the  difference
      between the exercise  price of the options and the stock price at December
      31, 2005 of $.25 per share.


                                       22


Compensation of Directors

Pursuant to our option plans,  each new  non-employee  director is automatically
granted,  upon  becoming a director,  an option to purchase  7,500 shares of our
Common  Stock at the fair  market  value of such  shares on the grant  date.  In
addition,  each  non-employee  director  is  automatically  granted an option to
purchase  5,000  shares at the fair  market  value of such shares on the date of
grant, on the date of our annual meeting of stockholders. These options vest 1/3
upon grant and 1/3 at the end of each subsequent year of service. In April 2003,
we granted  7,500 options to each of our two new  directors.  In addition to the
foregoing, in March 2005, we granted 50,000 non-qualified options to each of our
two outside  directors  under our 2005 Plan.  As of December 31,  2005,  we have
granted 141,500  options to members of the board of directors,  all of which are
exercisable at December 31, 2005 at prices ranging from $.10 to $7.80.

Limitation of Directors' Liability and Indemnification

The Delaware  General  Corporation Law (the "DGCL")  authorizes  corporations to
limit or eliminate the personal liability of directors to corporations and their
stockholders  for monetary  damages for breach of directors'  fiduciary  duty of
care. The Infinite Group's Certificate of Incorporation  limits the liability of
its  directors  to Infinite  Group or its  stockholders  to the  fullest  extent
permitted by Delaware law.

Infinite Group's Certificate of Incorporation provides mandatory indemnification
rights to any officer or  director of Infinite  Group who, by reason of the fact
that he or she is an officer or  director of  Infinite  Group,  is involved in a
legal   proceeding  of  any  nature.   Such   indemnification   rights   include
reimbursement  for  expenses  incurred by such officer or director in advance of
the final  disposition  of such  proceeding  in accordance  with the  applicable
provisions of the DGCL.  Insofar as  indemnification  for liabilities  under the
Securities  Act of 1933 (the "Act") may be provided to officers and directors or
persons controlling Infinite Group, Infinite Group has been informed that in the
opinion of the  Securities  and  Exchange  Commission  such  indemnification  is
against public policy as expressed in the Act and is, therefore, unenforceable.

Compensation  Committee  Interlocks and Insider  Participation  in  Compensation
Decisions

None of the  Directors  serving on the  Compensation  Committee  of our board is
employed by Infinite  Group.  In  addition,  none of our  Directors or executive
officers  of  Infinite  Group is a director  or  executive  officer of any other
corporation that has a director or executive officer who is also a member of our
Board.

                 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Mr.  Clifford G. Brockmyre II was the President and Chief  Executive  Officer of
our Laser Fare, Inc.  subsidiary  until December 31, 2003. Mr.  Brockmyre's son,
Clifford G.  Brockmyre  III,  was  employed as the General  Manager of our Laser
Fare, Inc. subsidiary at an annual salary of $100,000 through December 31, 2004,
at which time the business,  assets and certain  liabilities  of Laser Fare were
sold. Mr. Brockmyre is no longer affiliated with us.

We believe that Mr. Brockmyre's  employment with Laser Fare was on terms no less
favorable to us than could have been obtained from third parties. As a matter of
policy,  in order to reduce the risks of self-dealing or a breach of the duty of
loyalty to Infinite Group,  all  transactions  between Infinite Group and any of
its officers, directors or principal stockholders are for bona fide purposes and
are approved by a majority of the disinterested members of our Board.


                                       23


At December 31, 2005, we had notes payable and accrued  interest of $359,050 due
to Dr. Allan M. Robbins, a member of our board of directors, and $553,851 due to
Northwest  Hampton   Holdings,   LLC.  These  notes  and  accrued  interest  are
convertible  into shares of our common  stock at $.05 per share at the option of
the note  holder  at any  time  after 60 days  following  the date on which  the
stockholders  of Infinite Group vote to authorize a sufficient  number of shares
to permit such  conversion,  provided that such  conversions  do not result in a
change of control that would limit the Infinite  Group's  utilization of its net
operating  loss  carryforwards.  If the  principal  and  accrued  interest  were
converted in full, we would be required to issue 7,181,000  common shares to the
Dr. Robbins and 11,077,020 common shares to Northwest  Hampton Holdings,  LLC at
December 31, 2005.  Northwest Hampton  Holdings,  LLC is the beneficial owner of
500,000 shares of our Common Stock at December 31, 2005.

                                  OTHER MATTERS

Infinite Group knows of no other matters to be submitted to the meeting.  If any
other  matters  properly  come before the  meeting,  it is the  intention of the
persons named in the enclosed form of proxy to vote the shares they represent as
the Board of Directors may recommend.

Stockholder Proposals

Stockholders interested in presenting a proposal for consideration at the annual
meeting of stockholders  for 2006 must follow the procedures found in Rule 14a-8
under the Exchange  Act. To be eligible for  inclusion in Infinite  Group's 2006
proxy  materials,  all  qualified  proposals  must be received by our  Corporate
Secretary  no  later  than 120  prior to the  anniversary  date of  filing  this
definitive proxy statement.  If a stockholder fails to give notice by this date,
then the persons  named as proxies in the proxies  solicited  by us for the next
Annual Meeting will have discretionary authority to vote on the proposal.

Code of Ethics

We have  adopted  a Code of  Ethics  that  applies  to our  principal  executive
officer,  principal  financial  officer  and other  persons  performing  similar
functions, as well all of our other employees and directors. This Code of Ethics
is posted and can be viewed on our website at www.us-igi.com.

Proxy Materials

We will mail our 2004 Annual Report,  this Proxy Statement and the  accompanying
proxy card to  stockholders  beginning on or about  February 1, 2006. The Annual
Report  and  Proxy   Statement  will  also  be  available  on  the  Internet  at
www.us-igi.com. The Annual Report is not part of our proxy soliciting materials.

Reports and Financial Statements

Infinite  Group's  Annual Report on Form 10-KSB for the year ended  December 31,
2004  including  the financial  statements  and  financial  statement  footnotes
included  therein  is  included  with  this  proxy  material.  The  management's
discussion  and analysis of financial  condition and results of  operations  and
financial  statements  contained in the Annual Report are incorporated herein by
reference and are part of this soliciting material.



                                       24


EVERY STOCKHOLDER, WHETHER OR NOT HE OR SHE EXPECTS TO ATTEND THE ANNUAL MEETING
IN PERSON,  IS URGED TO EXECUTE THE PROXY AND RETURN IT PROMPTLY IN THE ENCLOSED
BUSINESS REPLY ENVELOPE.

                                 BY ORDER OF THE BOARD OF DIRECTORS

                                 /s/ Deanna Wohlschlegel
                                 ----------------------------------
                                 Deanna Wohlschlegel, Secretary

Dated:   Rochester, New York
         February 1, 2006


                                       25


                                   APPENDIX I
                                   ----------

                              INFINITE GROUP, INC.
                             AUDIT COMMITTEE CHARTER
                             -----------------------

Composition

The Audit Committee shall be composed of at least two outside  directors who are
independent  (as defined below) of the management of the company and are free of
any  relationship  that would  interfere  with  their  exercise  of  independent
judgment as a committee  member.  The Audit  Committee must consist of directors
who are financially literate and at least one director must have past employment
experience in finance or accounting,  requisite  professional  certification  in
accounting, or other comparable experience or background, including a current or
past position as a chief executive or financial  officer or other senior officer
with financial oversight responsibilities.

Independent Directors

The relationships that disqualify a director from being considered "independent"
for purposes of serving as a member of the audit  committee  are, if among other
things, he or she has:

      o     Been  employed  by the Company or its  affiliates  in the current or
            past three years;

      o     Accepted  any  compensation  from the Company or its  affiliates  in
            excess of $60,000 during the previous  fiscal year (except for board
            service,    retirement   plan   benefits,    or    non-discretionary
            compensation);

      o     An  immediate  family  member  who is, or has been in the past three
            years,  employed by the Company or its  affiliates  as an  executive
            officer;

      o     Been a partner,  controlling  stockholder or an executive officer of
            any for-profit  business to which the Company made, or from which it
            received,  payments  (other  than  those  which  arise  solely  from
            investments in the Company's securities) that exceed five percent of
            the  organization's  consolidated  gross  revenues for that year, or
            $200,000, whichever is more, in any of the past three years; or

      o     Been  employed as an  executive  of another  entity where any of the
            Company's executives serve on that entity's compensation committee.

Objective of the Audit Committee

The Audit  Committee  shall  assist the board of  directors  in  fulfilling  its
responsibility to the stockholders,  potential stockholders,  and the investment
community relating to corporate accounting,  reporting practices of the company,
and the quality and integrity of the financial reports of the company.




Specific Responsibilities of the Audit Committee

In fulfilling its objective,  the Audit Committee shall have the  responsibility
with respect to:

The Company's Risk and Control Environment:

      o     To review management's overview of the risks,  policies,  procedures
            and controls  surrounding the integrity of financial  reporting and,
            particularly,  the  adequacy  of the  Company's  controls  in  areas
            representing significant financial and business risks;

      o     To review,  with the Company's  counsel,  legal  matters,  including
            litigation, compliance with securities trading policies, the foreign
            corrupt practices act and other laws, having a significant impact on
            the Company's business or its financial statements, and

      o     To investigate and matter brought to its attention  within the scope
            of its duties,  and retain  outside  counsel for this purpose if, in
            its judgment, that is appropriate;

The Hiring and Firing of and Relationship with the Independent Accountants:

      o     To participate,  on behalf of the board of directors, in the process
            by which the Company  selects the  independent  accountants to audit
            the   Company's   financial   statements,   evaluate   annually  the
            effectiveness and objectivity of such accountants, and recommend the
            engagement or replacement of independent accountants to the board of
            directors;

      o     To  have  an  open  line  of  communications  with  the  independent
            accountants,  who shall have ultimate accountability to the board of
            directors  and  the  audit  committee,  as  representatives  of  the
            stockholders;

      o     To approve the fees and other  compensation  paid to the independent
            accountants; and

      o     To review the independence of the independent  accountants  prior to
            engagement,  annually discuss with the independent accountants their
            independence  annually  based upon the written  disclosures  and the
            letter from the  independent  accountants  required  by  Independent
            Standards Board Standard and discuss with the board of directors any
            relationship  that may  adversely  affect  the  independence  of the
            independent accountants.

The Financial Reporting Process:

      o     To  meet  with  the   independent   accountants  and  the  financial
            management  of the  Company  with  respect  to major  changes to the
            Company's auditing and accounting principles;

      o     To  meet  with  the   independent   accountants  and  the  financial
            management  of  the  Company   together  and  separately   with  the
            independent   accountants  (a)  prior  to  the  performance  by  the
            independent  accountants  of the audit to  discuss  the scope of the
            proposed  audit for the current year and the audit  procedures to be
            utilized;  and (b) at the conclusion of the audit to discuss (i) the
            independent  accountants'  judgments about the quality, not just the
            acceptability,  of the Company's accounting principles as applied in
            its financial  reporting,  the  consistency  of  application  of the
            Company's  accounting  policies  and the clarity,  consistency,  and
            completeness of the entity's accounting information contained in the
            financial statements and related disclosures,  (ii) the adequacy and
            effectiveness  of  the  accounting  and  financial  controls  of the
            Company and any  recommendations  for  improvement  of such internal
            control   procedures  or  for  new  or  mere  detailed  controls  or
            procedures  of the  Company,  (iii) any other  results of the audit,
            including any comments or recommendations, and (iv) the views of the
            independent  accountants with respect to the financial,  accounting,
            and auditing  personnel  and the  cooperation  that the  independent
            accountants received during the course of the audit;


                                       2


      o     To review  and  discuss  with the  independent  accountants  and the
            financial  management of the Company the Company's financial results
            before they are made public.  In general,  the chairman of the audit
            committee  may represent  the entire  committee  with respect to the
            review and discussions about interim financial results; and

      o     To review other reports submitted by the Company to any governmental
            body or the public, including any certification, reports, opinion or
            review rendered by the independent accountants;

Other Responsibilities of the Audit Committee:

      o     To  review  and  update  periodically  the  charter  for  the  Audit
            Committee;

      o     To review,  assess, and approve or disapprove  conflicts of interest
            and related-party transactions;

      o     To review  accounting,  financial,  human  resources and  succession
            planning within the Company;

      o     To  meet  at  least  two  times  annually,  or  more  frequently  as
            circumstances dictate;

      o     To report to the board of  directors  the matters  discussed at each
            committee meeting;

      o     To assess the performance of the audit  committee  members through a
            self-assessment process, led by the chairman of the committee; and

      o     To keep an open line  communication  with the  financial  and senior
            management, the independent accountants, and the board of directors.


                                        3


                                   APPENDIX II
                                   -----------

                              INFINITE GROUP, INC.

                             2005 STOCK OPTION PLAN
                             ----------------------

      1.  PURPOSES.  The  purposes of this Stock Option Plan (the "Plan") are to
attract and retain the best  qualified  personnel for  positions of  substantial
responsibility,  to provide additional incentive to the Employees of the Company
or its  Subsidiaries,  if any (as defined in Section 2 below),  as well as other
individuals  who perform  services for the Company or its  Subsidiaries,  and to
promote the success of the Company's business.

      Options  granted  hereunder  may be either  "incentive  stock  options" as
defined in Section 422A of the Internal  Revenue Code, or  "non-qualified  stock
options,"  at the  discretion  of the Board and as reflected in the terms of the
written instrument evidencing an Option.

      2. DEFINITIONS. As used herein, the following definitions shall apply:

            (a) "Board" shall mean the Committee,  if one has been appointed, or
the Board of Directors of the Company, if no Committee is appointed.

            (b) "Common  Stock" shall mean the Common Stock of the Company,  par
value $.001 per share.

            (c)  "Company"   shall  mean  Infinite   Group,   Inc.,  a  Delaware
corporation.

            (d) "Committee"  shall mean the Committee  appointed by the Board of
Directors in accordance  with  paragraph (a) of Section 4 of the Plan, if one is
appointed.

            (e) "Continuous Status as an Employee" shall mean the absence of any
interruption or termination of service as an Employee.  Continuous  Status as an
Employee shall not be considered interrupted in the case of sick leave, military
leave, or any other leave of absence approved by the Board.

            (f)  "Employee"  shall  mean  any  person,  including  officers  and
directors,  employed by the Company or any Parent or  Subsidiary of the Company.
The  payment of a  director's  fee by the  Company  shall not be  sufficient  to
constitute "employment" by the Company.

            (g) "Exchange Act" shall mean the  Securities  Exchange Act of 1934,
as amended.

            (h) "Incentive  Stock Option" shall mean a stock option  intended to
qualify as an incentive  stock option  within the meaning of Section 422A of the
Internal Revenue Code of 1986, as amended.

            (i)  "Non-qualified  Stock  Option"  shall  mean a stock  option not
intended to qualify as an Incentive Stock Option.

            (j) "Option" shall mean a stock option granted pursuant to the Plan.

            (k)  "Optioned  Stock"  shall  mean the Common  Stock  subject to an
Option.

            (l)  "Optionee"  shall mean an Employee or other person who receives
an Option.




            (m)  "Parent"  shall  mean a "parent  corporation",  whether  now or
hereafter existing, as defined in Section 425(e) of the Internal Revenue Code of
1986, as amended.

            (n)  "Securities  Act" shall  mean the  Securities  Act of 1933,  as
amended.

            (o) "SEC" shall mean the Securities and Exchange Commission.

            (p)  "Share"  shall mean a share of Common  Stock,  as  adjusted  in
accordance with Section 11 of the Plan.

            (q) "Subsidiary" shall mean a "subsidiary corporation",  whether now
or hereafter existing, as defined in Section 425(f) of the Internal Revenue Code
of 1986, as amended.

      3. STOCK.

            Subject to the  provisions  of Section 11 of the Plan,  the  maximum
aggregate number of shares which may be optioned and sold under the Plan is four
million (4,000,000) shares of authorized,  but unissued, or reacquired $.001 par
value Common Stock. If an Option should expire or become  unexercisable  for any
reason without having been exercised in full, the unpurchased  Shares which were
subject  thereto  shall,  unless  the Plan shall  have been  terminated,  become
available for further grant under the Plan.

      4. ADMINISTRATION.

            (a)  Procedure.  The  Company's  Board of  Directors  may  appoint a
Committee to administer the Plan.  The Committee  shall consist of not less than
two members of the Board of Directors who shall administer the Plan on behalf of
the Board of  Directors,  subject to such terms and  conditions  as the Board of
Directors may prescribe.  Once appointed,  the Committee shall continue to serve
until otherwise directed by the Board of Directors.  From time to time the Board
of  Directors  may  increase the size of the  Committee  and appoint  additional
members thereof, remove members (with or without cause), and appoint new members
in substitution therefore,  fill vacancies however caused, or remove all members
of the Committee and thereafter directly administer the Plan.

            If a majority  of the Board of  Directors  is eligible to be granted
Options or has been eligible at any time within the preceding  year, a Committee
must be appointed to administer the Plan. The Committee must consist of not less
than two  members  of the  Board  of  Directors,  all of whom are  "non-employee
directors"  as  defined  in Rule  16b-3 of the  General  Rules  and  Regulations
promulgated under the Exchange Act.

            (b) Powers of the Board.  Subject to the provisions of the Plan, the
Board shall have the authority, in its discretion:  (i) to grant Incentive Stock
Options,  in accordance with Section 422A of the Internal  Revenue Code of 1986,
as amended,  or to grant Non-Qualified  Stock Options;  (ii) to determine,  upon
review of relevant  information and in accordance with Section 8(a) of the Plan,
the fair market value of the Common Stock; (iii) to determine the exercise price
per share of Options to be granted,  which exercise price shall be determined in
accordance with Section 8(a) of the Plan; (iv) to determine the persons to whom,
and the time or times at  which,  Options  shall be  granted  and the  number of
shares to be  represented  by each Option;  (v) to interpret  the Plan;  (vi) to
prescribe,  amend and rescind rules and regulations  relating to the Plan; (vii)
to determine the terms and  provisions of each Option granted (which need not be
identical)  and,  with the consent of the holder  thereof,  modify or amend each
Option;  (viii) to  accelerate  or defer (with the consent of the  Optionee) the
exercise  date of any Option;  (ix) to authorize any person to execute on behalf
of the Company any  instrument  required  to  effectuate  the grant of an Option
previously granted by the Board; and (x) to make all other determinations deemed
necessary or advisable for the administration of the Plan.

            (c) Effect of the Board's  Decision.  All decisions,  determinations
and interpretations of the Board shall be final and binding on all Optionees and
any other holders of any Options granted under the Plan.


                                       2


      5. ELIGIBILITY.  Incentive Stock Options may be granted only to Employees.
Nonqualified  Stock  Options may be granted to  Employees  as well as  directors
(subject to the limitations set forth in Section 4), independent contractors and
agents,  as determined  by the Board.  Any person who has been granted an Option
may, if he is otherwise eligible, be granted an additional Option or Options.

            No  Incentive  Stock Option may be granted to an Employee if, as the
result of such grant,  the aggregate  fair market value  (determined at the time
each  Option was  granted) of the Shares  with  respect to which such  Incentive
Stock Options are  exercisable  for the first time by such  Employee  during any
calendar  year  (under  all  such  plans  of the  Company  and  any  Parent  and
Subsidiary) shall exceed One Hundred Thousand Dollars ($100,000).

            The Plan shall not confer upon any  Optionee  any right with respect
to continuation of employment by the Company,  nor shall it interfere in any way
with his right or the Company's right to terminate his employment at any time.

      6. TERM OF PLAN. The Plan shall become effective upon the earlier to occur
of (i) its adoption by the Board of Directors, or (ii) its approval by vote of a
majority  of the  outstanding  shares  of the  Company  entitled  to vote on the
adoption of the Plan. The Plan shall continue in effect for a period of ten (10)
years from the effective date of the Plan, unless sooner terminated  pursuant to
Section 13 of the Plan.

      7. TERM OF OPTION.  The term of each  Option  shall be ten (10) years from
the date of the grant  thereof,  or such  shorter term as may be provided in the
instrument  evidencing the Option.  However,  in the case of an Incentive  Stock
Option granted to an Employee who, immediately before the Incentive Stock Option
is granted,  owns stock  representing  more than ten percent (10%) of the voting
power of all  classes of stock of the Company or any Parent or  Subsidiary,  the
term of the  Incentive  Stock  Option  shall be five (5) years  from the date of
grant  thereof  or  such  shorter  time  as may be  provided  in the  instrument
evidencing the Option.

      8. EXERCISE PRICE AND CONSIDERATION.

            (a)  The per  Share  exercise  price  for the  Shares  to be  issued
pursuant to the  exercise of an Option shall be such price as is  determined  by
the Board, but shall be subject to the following:

                  (i) In the case of an Incentive Stock Option

                  (A) granted to an Employee who,  immediately  before the grant
of such Incentive Stock Option,  owns stock  representing  more than ten percent
(10%) of the voting  power of all  classes of stock of the Company or any Parent
or  Subsidiary,  the per Share  exercise price shall be no less than 110% of the
fair market value per Share on the date of the grant; or, as the case may be

                  (B) granted to an Employee  not subject to the  provisions  of
Section  8(a)(i)(A),  the per  Share  exercise  price  shall be no less than one
hundred  percent  (100%) of the fair  market  value per Share on the date of the
grant.

                  (ii) In the  case of a  Non-qualified  Stock  Option,  the per
Share  exercise  price shall be no less than one hundred  percent  (100%) of the
fair market value per Share on the date of the grant.

            (b) The fair market  value shall be  determined  by the Board in its
discretion;  provided,  however,  that  where  there is a public  market for the
Common  Stock,  the fair market value per Share shall be the mean of the bid and
asked  prices or, if  applicable,  the closing  price of the Common Stock on the
date of the grant, as reported by the National Association of Securities Dealers
Automated  Quotation (NASDAQ) System or, in the event the Common Stock is listed
on a stock exchange,  the fair market value per Share shall be the closing price
on the exchange on the date of the grant of the Option,  as reported in the Wall
Street Journal.

            (c) The  consideration  to be paid for the Shares to be issued  upon
the  exercise  of an Option or in  payment  of any  withholding  taxes  thereon,
including  the  method  of  payment,  shall be  determined  by the Board and may
consist  entirely of (i) cash,  check or promissory  note;  (ii) other Shares of
Common Stock owned by the  Employee  that has a fair market value on the date of
surrender  equal to the aggregate  exercise price of the Shares as to which said
Option  shall be  exercised;  (iii) an  assignment  by the  Employee  of the net
proceeds to be received from a registered  broker upon the sale of the Shares or
the proceeds of a loan from such broker in such amount;  or (iv) any combination
of such methods of payment,  or such other  consideration  and method of payment
for the  issuance  of Shares to the  extent  permitted  under  Delaware  law and
meeting rules and  regulations of the SEC to plans meeting the  requirements  of
Section 16(b)(3) of the Exchange Act.


                                       3


      9. EXERCISE OF OPTION.

            (a)  Procedure  for Exercise;  Rights as a  Stockholder.  Any Option
granted  hereunder  shall be  exercisable  at such  times  and  subject  to such
conditions  as may be determined by the Board,  including  performance  criteria
with respect to the Company and/or the Optionee,  as shall be permissible  under
the terms of the Plan.

                  An Option may not be exercised for a fraction of a Share.

                  An Option shall be deemed to be exercised  when written notice
of such exercise has been given to the Company in  accordance  with the terms of
the  instrument  evidencing  the Option by the person  entitled to exercise  the
Option  and full  payment  for the  Shares  with  respect to which the Option is
exercised has been  received by the Company.  Full payment may, as authorized by
the Board,  consist of any  consideration  and method of payment allowable under
Section 8(c) of the Plan; it being  understood  that the Company shall take such
action as may be  reasonably  required  to  permit  use of an  approved  payment
method.  Until the issuance,  which in no event will be delayed more than thirty
(3) days from the date of the  exercise  of the  Option,  (as  evidenced  by the
appropriate  entry on the books of the Company or of a duly authorized  transfer
agent of the Company) of the stock certificate  evidencing such Shares, no right
to vote or receive  dividends or any other rights as a  stockholder  shall exist
with respect to the Optioned Stock,  notwithstanding the exercise of the Option.
No  adjustment  will be made for a dividend  or other right for which the record
date is prior to the date the sock certificate is issued,  except as provided in
the Plan.

                  Exercise of an Option in any manner shall result in a decrease
in the number of Shares which thereafter may be available,  both for purposes of
the Plan and for the sale under the Option,  by the number of Shares as to which
the  Option is  exercised.

            (b)  Termination of Status as an Employee.  If an Employee ceases to
serve as an Employee,  he may,  but only within  thirty (30) days (or such other
period of time not  exceeding  three (3) months as is  determined  by the Board)
after the date he ceases to be an Employee of the  Company,  exercise his Option
to the  extent  that  he was  entitled  to  exercise  it as of the  date of such
termination.  To the extent that he was not  entitled to exercise  the Option at
the date of such  termination,  or if he does not exercise such option (which he
was entitled to exercise)  within the time period specified  herein,  the Option
shall  terminate.  Notwithstanding  the  provisions of this Section 9(b), in the
event that the Employee's  employment is terminated "for cause," as such term is
defined and  interpreted  by the courts of the State of New York, the Employee's
right to exercise his Option shall expire on the date of his termination.

            (c)  Notwithstanding  the  provisions of Section 9(b) above,  in the
event an  Employee is unable to continue  his  employment  with the Company as a
result of his total and permanent disability (as defined in Section 105(d)(4) of
the Internal Revenue Code of 1986, as amended),  he may, but only with three (3)
months (or such other  period of time not  exceeding  twelve  (12)  months as is
determined by the Board) from the date of disability, exercise his Option to the
extent he was  entitled to exercise  it at the date of such  disability.  To the
extent  that  he was  not  entitled  to  exercise  the  Option  at the  date  of
disability,  or if he does not  exercise  such Option  (which he was entitled to
exercise) within the time specified herein, the Option shall terminate.

            (d) Death of Optionee. In the event of the death of an Optionee:

                  (i) during the term of the  Option,  who is at the time of his
death an Employee of the Company and who shall have been in Continuous Status as
an  Employee  since  the date of the  grant of the  Option,  the  Option  may be
exercised, at any time within twelve (12) months following the date of death, by
the  Optionee's  estate or by a person who  acquired  the right to exercise  the
Option  by  bequest  or  inheritance,  but only to the  extent  of the  right to
exercise that would have accrued had the Optionee continued living one (1) month
after the date of death; or


                                       4


                  (ii) within thirty (30) days (or such other period of time not
exceeding  three (3) months as is determined by the Board) after the termination
of  Continuous  Status as an  Employee,  the Option may be exercised at any time
within three (3) months following the date of death, by the Optionee's estate or
by a person  who  acquired  the  right to  exercise  the  Option by  bequest  or
inheritance, but only to the extent of the right to exercise that had accrued at
the date of termination.

      10.  NON-TRANSFERABILITY  OF OPTIONS. The Option may not be sold, pledged,
assigned, hypothecated or disposed of in any manner other than by will or by the
laws of descent or distribution and may be exercised, during the lifetime of the
Optionee, only by the Optionee.

      11.  ADJUSTMENTS UPON CHANGES IN CAPITALIZATION OR MERGER.  Subject to any
required  action by the  stockholders  of the  Company,  the number of shares of
Common Stock  covered by each  outstanding  Option,  and the number of shares of
Common Stock which have been  authorized  for issuance  under the Plan but as to
which no Options have yet been  granted or which have been  returned to the Plan
upon  cancellation or expiration of an Option, as well as the price per share of
Common Stock covered by each such outstanding  Option,  shall be proportionately
adjusted for any  increase or decrease in the number of issued  shares of Common
Stock  resulting  from a stock  split or the  payment of a stock  dividend  with
respect to the Common  Stock or any other  increase or decrease in the number of
issued shares of Common Stock effected  without receipt of  consideration by the
Company; provided, however, that conversion of any convertible securities of the
Company  shall  not  be  deemed  to  have  been  "effected  without  receipt  of
consideration."  Such adjustment shall be made by the Board, whose determination
in that  respect  shall be final,  binding and  conclusive.  Except as expressly
provided herein,  no issuance by the Company of shares of stock of any class, or
securities  convertible into shares of stock of any class,  shall affect, and no
adjustment by reason  thereof shall be made with respect to, the number or price
of shares of Common Stock subject to an Option.

            In the  event of the  proposed  dissolution  or  liquidation  of the
Company,  or in the event of a proposed sale of all or substantially  all of the
assets  of the  Company,  or the  merger  of the  Company  with or into  another
corporation,  the Board of Directors  of the Company  shall,  as to  outstanding
Options,  either (i) make  appropriate  provision for the protection of any such
outstanding  Options by the  substitution  on an equitable  basis of appropriate
stock of the Company or of the merged,  consolidated  or  otherwise  reorganized
corporation  which will be issuable  in respect to one share of Common  Stock of
the Company;  provided,  only that the excess of the aggregate fair market value
of the shares subject to the Options  immediately  after such  substitution over
the  market  price  thereof is not more than the  excess of the  aggregate  fair
market  value of the shares  subject to such  Options  immediately  before  such
substitution over the purchase price thereof,  or (ii) upon written notice to an
Optionee,  provide  that all  unexercised  Options  must be  exercised  within a
specified  number of days of the date of such notice or they will be terminated.
In any case, the Board of Directors may, in its discretion, advance the lapse of
any waiting or installment period and exercise dates.

      12. TIME FOR GRANTING  OPTIONS.  The date of grant of an Option shall, for
all purposes,  be the date on which the Board makes the  determination  granting
such Option.  Notice of the determination  shall be given to each person to whom
an Option is so granted within a reasonable time after the date of such grant.

      13. AMENDMENT AND TERMINATION OF THE PLAN.

            (a) The Board may amend or  terminate  the Plan from time to time in
such  respects  as the Board may deem  advisable;  provided,  however,  that the
following revisions or amendments shall require the approval of the holders of a
majority of the outstanding shares of the Company entitled to vote:

                  (i) any increase in the number of Shares  subject to the Plan,
other than in connection with an adjustment under Section 11 of the Plan;


                                       5


                  (ii) any  change in the  designation  of the class of  persons
eligible to be granted Options; or

                  (iii)  any  material  increase  in the  benefits  accruing  to
participants under the Plan.

            (b) Stockholder  Approval.  If any amendment  requiring  stockholder
approval  under Section  13(a) of the Plan is made,  such  stockholder  approval
shall be solicited as described in Section 17(a) of the Plan.

            (c)  Effect of  Amendment  or  Termination.  Any such  amendment  or
termination  of the Plan  shall not  affect  Options  already  granted  and such
Options  shall  remain  in full  force  and  effect as if this Plan had not been
amended or terminated, unless mutually agreed otherwise between the Optionee and
the Company.

      14.  CONDITIONS  UPON  ISSUANCE  OF  SHARES.  Shares  shall  not be issued
pursuant to the exercise of an Option unless the exercise of such Option and the
issuance  and  delivery of such Shares  pursuant  thereto  shall comply with all
relevant provisions of law, including,  without limitation,  the Securities Act,
the Exchange  Act, the rules and  regulations  promulgated  thereunder,  and the
requirements of any stock exchange upon which the Shares may then be listed, and
shall be further subject to the approval of counsel for the Company with respect
to such compliance.

            As a condition to the exercise of an Option, the Company may require
the person  exercising  such Option to represent  and warrant at the time of any
such  exercise  that the  Shares are being  purchased  only for  investment  and
without  any  present  intention  to sell or  distribute  such Shares if, in the
opinion of counsel for the  Company,  such a  representation  is required by, or
appropriate under, any of the aforementioned relevant provisions of law.

      15.  RESERVATION  OF SHARES.  The Company  shall be under no obligation to
reserve  shares  of  capital  stock to fill  Options.  The grant of  Options  to
Employees  hereunder shall not be construed to constitute the establishment of a
trust of such shares and no  particular  shares shall be  identified as optioned
and  reserved  for  Employees  hereunder.  The  Company  shall be deemed to have
complied  with the terms of the Plan if, at the time of  issuance  and  delivery
pursuant to the  exercise  of an Option,  it has a  sufficient  number of shares
authorized  and unissued or in its treasury which may then be  appropriated  and
issued for purposes of the Plan,  irrespective of the date when such shares were
authorized.

      16.  OPTION  AGREEMENT.  Options  shall be  evidenced  by  written  option
agreements in such form as the Board shall approve.

      17.  STOCKHOLDER  APPROVAL.  Continuation  of the Plan shall be subject to
approval by the  stockholders of the Company within twelve (12) months before or
after the date the Plan is adopted. If such stockholder  approval is obtained at
a duly held stockholders' meeting, it may be obtained by the affirmative vote of
the holders of a majority of the  outstanding  shares of the Company  present or
represented and entitled to vote thereon.  The approval of such  stockholders of
the Company shall be (1)  solicited  substantially  in  accordance  with Section
14(a) of the Exchange Act and the rules and regulations  promulgated thereunder,
or (2)  solicited  after the  Company  has  furnished  in writing to the holders
entitled to vote substantially the same information  concerning the Plan as that
which would be required by the rules and  regulations  in effect  under  Section
14(a) of the Exchange Act at the time such information is furnished.

      18. OTHER PROVISIONS. The Stock Option Agreement authorized under the Plan
shall contain such other provisions,  including without limitation  restrictions
upon the exercise of the Option,  as the Board of Directors of the Company shall
deem  advisable.  Any  Incentive  Stock  Option  Agreement  shall  contain  such
limitations and restrictions upon the exercise of the Incentive Stock Options as
shall be necessary  in order that such Option will be an Incentive  Stock Option
as defined in Section 422A of the Internal Revenue Code of 1986, as amended.


                                       6


      19.  INDEMNFICATION  OF  BOARD.  In  addition  to  such  other  rights  of
indemnification  as they may have as directors  or as members of the Board,  the
members of the Board shall be indemnified by the Company  against the reasonable
expenses,   including  attorneys  fees  actually  and  necessarily  incurred  in
connection with the defense of any action, suit or proceeding,  or in connection
with any appeal  therein,  to which they or any of them may be a party by reason
of any action  taken or failure to act under or in  connection  with the Plan or
any  Option  granted  thereunder,  and  against  all  amounts  paid  by  them in
settlement  thereof  (provided such settlement is approved by independent  legal
counsel  selected by the Company) or paid by them in  satisfaction of a judgment
in any such  action,  suit or  proceeding,  except in  relation to matters as to
which it shall be adjudged in such action,  suit or  proceeding  that such Board
member is liable for negligence or misconduct in the  performance of his duties,
provided that within 60 days after the  institution of any such action,  suit or
proceeding a Board member shall, in writing,  offer the Company the opportunity,
at its own expense, to handle and defend the same.

      20. OTHER  COMPENSATION  PLANS.  The adoption of the Plan shall not affect
any other stock option or incentive  or other  compensation  plans in effect for
the Company or any  Subsidiary,  nor shall the Plan  preclude  the Company  from
establishing  any other forms of incentive or other  compensation  for employees
and directors of the Company or any Subsidiary.

      21. SINGULAR,  PLURAL; GENDER. Whenever used herein, nouns in the singular
shall  include the plural,  and  masculine  pronoun  shall  include the feminine
gender.

      22.  HEADINGS,  ETC.,  NO PART OF PLAN.  Headings of Articles and Sections
hereof are inserted for  convenience  and reference;  they constitute no part of
the Plan.


Adopted by Directors:  March 9, 2005
Adopted by Stockholders:


                                       7


                        APPENDIX III (CHARTER AMENDMENT)
                        --------------------------------

                            CERTIFICATE OF AMENDMENT
                         OF CERTIFICATE OF INCORPORATION

                                       OF

                              INFINITE GROUP, INC.
                           (Pursuant to Section 242 of
                      the Delaware General Corporation Law)
                           --------------------------

      Infinite  Group,  Inc. (the  "Corporation"),  a corporation  organized and
existing  under and by  virtue  of the  Delaware  General  Corporation  Law (the
"DGCL") does hereby certify that:

      1. The name of the Corporation is Infinite Group, Inc.

      2. The Board of Directors of the  Corporation  unanimously  duly adopted a
resolution to amend the Certificate of  Incorporation  of the  Corporation  (the
"Certificate of Incorporation") to increase the number of shares of common stock
authorized for issuance from 20,000,000 to 60,000,000, declaring the amendment's
advisability to its stockholders, and directing that the amendment be considered
at the 2005 annual meeting of the stockholders of the Corporation  followed by a
majority  vote in favor of the  amendment  by the  stockholders  at such  annual
meeting. The amendment adopted provides as follows:

      (i) That the  first  sentence  of  Article  Fourth of the  Certificate  of
Incorporation would be amended in its entirety to read as follows:

      "FOURTH:  The total number of shares of stock which the corporation  shall
      have authority to issue is sixty-one million  (61,000,000) shares of which
      sixty million  (60,000,000)  shares shall be Common Stock with a par value
      of each of $.001 per share and one  million  (1,000,000)  shares  shall be
      Preferred Stock with a par value of $.01 per share.

            Additional  designations  of powers,  the rights and preferences and
      the qualifications, limitations or restrictions with respect to each class
      of stock of the corporation  shall be determined by the Board of Directors
      from time to time."

      3.  That  the  Amendment  herein  certified  have  been  duly  adopted  in
accordance  with the  provisions  of  Section  242 of the  DGCL by the  Board of
Directors.

      4. This  Certificate of Amendment  shall become  effective upon the filing
hereof in the Office of the Secretary of State of the State of Delaware.

         Executed on this ____ day of ____, 2006

                       Infinite Group, Inc.


                       By:
                           -------------------------------------
                           Michael S. Smith
                           President and Chief Executive Officer


                                       8


                       SOLICITED BY THE BOARD OF DIRECTORS
                              INFINITE GROUP, INC.

                         ANNUAL MEETING OF STOCKHOLDERS

                                February 28, 2006

                                      PROXY

      The undersigned  stockholder of Infinite Group Inc. (the "Company") hereby
appoints  Michael S. Smith and Kenneth S. Rose and each of them  acting  singly,
with power of  substitution,  the attorneys and proxies of the  undersigned  and
authorizes  them  to  represent  and  vote  on  behalf  of the  undersigned,  as
designated,  all of  the  shares  of  capital  stock  of the  Company  that  the
undersigned  is entitled to vote at the Annual  Meeting of  Stockholders  of the
Company  to be  held  on  Tuesday,  February  28,  2006 at  10:00  a.m.,  at our
headquarters  located at 595 Blossom Road, Suite 309, Rochester,  New York 14610
("Annual  Meeting"),  and at any adjournment or postponement of such meeting for
the purposes identified on the reverse side of this proxy and with discretionary
authority as to any other matters that properly come before the Annual  Meeting,
in  accordance  with  and as  described  in the  Notice  of  Annual  Meeting  of
Stockholders and the Proxy Statement.  This proxy when properly executed will be
voted in the manner  directed  herein by the  undersigned  stockholder.  If this
proxy is returned  without  direction being given,  this proxy will be voted FOR
all proposals.

                                   SEE REVERSE
              (IMPORTANT - TO BE SIGNED AND DATED ON REVERSE SIDE)




|X|      Please mark votes as in this example.
The Board of Directors recommends a vote FOR proposals 1, 2, 3 and 4.



1.   Election of Directors:
                                                                               
         Nominees:                                            FOR         WITHHOLD
         Michael S. Smith                                     |_|             |_|
         Paul J. Delmore                                      |_|             |_|
         Allan M. Robbins                                     |_|             |_|


                                                              FOR          AGAINST           ABSTAIN

2.       Proposal to ratify and approve the                   |_|             |_|               |_|
         Company's 2005 Stock Option Plan

                                                              FOR          AGAINST           ABSTAIN

3.       Proposal to approve an increase in the               |_|             |_|               |_|
         number of authorized shares of common
         stock from 20,000,000 to 60,000,000

4.       Ratify the appointment of Freed                      |_|             |_|               |_|
         Maxick & Battaglia, CPAs, P.C. as
         independent auditors

MARK HERE FOR                                                 MARK
ADDRESS CHANGE           |_|                                  HERE FOR        |_|
AND NOTE BELOW                                                COMMENTS


      The undersigned  hereby  acknowledges  receipt of the Notice of, and Proxy
Statement for, the aforesaid Annual Meeting.

                                     Dated:
                                            -----------------------------------

                                            -----------------------------------
                                                 Signature of Stockholder

                                            -----------------------------------
                                                 Signature of Stockholder

NOTE:  When shares are held by joint tenants,  both should sign. When signing as
attorney, executor, administrator,  trustee, or guardian, please give full title
as such. If a  corporation,  please sign in full  corporate name by President or
other authorized officer.  If a partnership,  please sign in partnership name by
an authorized person.

IMPORTANT  - PLEASE  FILL IN,  SIGN  AND  RETURN  PROMPTLY  USING  THE  ENCLOSED
ENVELOPE.