SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )

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 ss.240.14a-11(c) or ss.240.14a-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

|_| Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

1. Title of each class of securities to which transaction applies:

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

2. Aggregate number of securities to which transaction applies:

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

3. Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):

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

4. Proposed maximum aggregate value transaction:

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

5. Total fee paid:

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

|_| Fee paid previously with preliminary materials.

|_| Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration number, or
the Form or Schedule and the date of its filing.

1. Amount previously paid:

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

2. Form, Schedule or Registration Statement No.:

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

3. Filing Party:

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

4. Date Filed:

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

INFINITE GROUP, INC.

2364 Post Road
Warwick, Rhode Island 02886

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MARCH 22, 2001

To the Stockholders of
Infinite Group, Inc.

NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of Infinite
Group, Inc. (the "Company") will be held on March 22, 2001 at 2:30 p.m. at Laser
Fare Inc., One Industrial Drive, Smithfield, Rhode Island 02917, for the
following purposes:

1. To elect five directors to the Board.

2. To consider and act upon a proposal to approve the issuance of up to
3,300,000 shares of the Company's common stock under an Equity Line of Credit
Agreement, dated November 20, 2000, between the Company and Cockfield Holdings
Limited.

3. To ratify the appointment of independent auditors for 2000.

4 To consider and take action upon such other matters as may properly come
before the meeting or any adjournments thereof.

The close of business on February 26, 2001 has been fixed as the record
date for the determination of stockholders entitled to notice of and to vote at
the Annual Meeting and any adjournment 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

Daniel T. Landi, Secretary

Dated: February 27, 2001

INFINITE GROUP, INC.

2364 Post Road
Warwick, Rhode Island 02886

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

PROXY STATEMENT

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

ANNUAL MEETING OF STOCKHOLDERS

This Proxy Statement is furnished in connection with the solicitation by
the Board of Directors of Infinite Group, Inc. (the "Company") of proxies in the
form enclosed for the Annual Meeting of Stockholders to be held at the offices
of Laser Fare, Inc., One Industrial Drive, Smithfield, Rhode Island 02917, on
March 22, 2001 at 2:30 p.m. and for adjournment or adjournments thereof, for the
purpose set forth in the accompanying Notice of Annual Meeting of Stockholders.
The Board of Directors (the "Board") knows of no other business, which will come
before the meeting.

All shares represented by each properly executed unrevoked proxy in time
for the meeting will be voted as specified. In the absence of any specification,
proxies will be voted (a) for the election of the five persons listed herein as
nominees as directors, (b) for approval of the issuance of up to 3,300,000
shares of the Company's common stock under the Equity Line of Credit Agreement,
dated November 20, 2000, between the Company and Cockfield Holdings Limited, (c)
for ratification of the appointment of independent auditors for 2000, and (d) in
the judgment of the Board, on any other matters which may properly come before
the meeting. Any stockholder giving a proxy has the power to revoke the same at
any time before it is voted.

The approximate date on which this Proxy Statement and the accompanying
form of proxy along with the Company's 1999 Annual Report will be mailed to the
Company's stockholders is February 27, 2001. The principal executive officers of
the Company are located at 2364 Post Road, Warwick, Rhode Island 02886.

VOTING SECURITIES

Only stockholders of record at the close of business on February 26, 2001
are entitled to notice of and to vote at the Annual Meeting or any adjournment
thereof. On the record date there were issued and outstanding 3,834,143 Common
Shares. Each outstanding Common Share is entitled to one vote upon all matters
to be acted upon at the meeting.

BENEFICIAL OWNERSHIP OF COMMON STOCK

Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's officers and directors, and persons who own more than ten percent of a
registered class of the Company's equity securities, to file reports of
ownership and changes in ownership with the Securities and Exchange Commission
("SEC"). Officers, directors and greater than ten-percent shareholders are
required by SEC regulation to furnish the Company with copies of all Section
16(a) forms they file. Based solely on review of the copies of such forms
furnished to the Company, or written representations that no Forms 5 were
required, the Company believes that all Section 16(a) filing requirements
applicable to its officers and directors were complied with, except a certain
Form 3, which was filed late by Bruce J. Garreau and a certain Form 4, which was
filed late, by Clifford G. Brockmyre II.

The following table, together with the accompanying footnotes, sets forth
information, as of January 31, 2001, regarding stock ownership of all persons
known by the Company to own beneficially 5% or more of the Company's outstanding
Common Stock, all directors and nominees, and all directors and executive
officers of the Company as a group.

Shares of Common
Stock Beneficially Percentage of
Name of Beneficial Owner(1) Owned(2) Class(3)
- ------------------------------------------------------ --------------------- -------------------

Clifford G. Brockmyre II 1,383,058(4) 34.49%
J. Terence Feeley 127,106(5) 3.56%
Bruce J. Garreau 97,000(6) 2.78%
Daniel T. Landi 17,695(7) *
Thomas J. Mueller 5,000 *
Brian Q. Corridan 2,500(8) *
William G. Lyons III 8,333(9) *
Michael S. Smith 10,333(10) *
All executive officers, and directors as a group (8
persons) 1,651,025(11) 39.41%
--------------------- -------------------

- --------------
* less than 1%

5% Stockholders

Northeast Hampton Holdings, LLC(12)
PO Box 146
Boca Raton, FL 33429 497,106 14.36%

Neptune Capital, Inc. (13)
6119 Camino-de-la-Costa
La Jolla, CA 92037 300,000 8.49%

Cockfield Holdings, LLC (14)
c/o Mischon deReya Solicitors
21 Southhampton Row
London WC1B 5HS England
Attention: Kevin Gold 200,000 5.46%

- -------------------
** Less than 5%

(1) Unless otherwise indicated below, each director, executive officer and
each 5% stockholder has sole voting and investment power with respect to
all shares beneficially owned. The address of Mr. Brockmyre is c/o the
Company, 2364 Post Road, Warwick, RI 02886.
(2) 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 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.
(3) Assumes that all currently exercisable option or warrants or convertible
notes owned by the individual have been exercised.
(4) Includes 20,000 shares owned by Mr. Brockmyre's wife as to which shares
Mr. Brockmyre disclaims beneficial ownership, and 548,571 shares subject
to currently exercisable warrants and options.
(5) Includes 105,939 shares subject to currently exercisable options.
(6) Includes 30,700 shares subject to currently exercisable options.
(7) Includes 12,284 shares subject to currently exercisable options.
(8) Includes 2,500 shares subject to currently exercisable options.
(9) Includes 8,333 shares subject to currently exercisable options.
(10) Includes 8,333 shares subject to currently exercisable options.
(11) Assumes that all currently exercisable options or warrants owned by
members of the group have been exercised.
(12) This information was derived from the Schedule 13D and Form 4's filed by
the reporting person.
(13) Includes 50,000 shares subject to currently exercisable warrants and
62,500 shares subject to a subscription agreement.
(14) Includes 200,000 shares subject to currently exercisable warrants

COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS

The Summary Compensation Table below includes, for each of the fiscal
years ended December 31, 1999, 1998 and 1997 individual compensation for
services to the Company and its subsidiaries paid to: (1) the Chief Executive
Officer, and (2) the other most highly paid executive officers of the Company in
Fiscal 1999 whose salary and bonus exceeded $100,000 (together, the "Named
Executives").

Long-Term All Other
Name and Principal Position Year Annual Compensation Compensation($) Compensation
- ------------------------------ -------- -------------------------------- --------------------- -------------------
Actual($) Deferred($)
----------- -------------

Clifford G. Brockmyre 1999 163,096 -- 60,019 --
President and Chief 1998 175,000 -- 4,038 --
Executive Officer 1997 175,000 -- 4,038 --

Bruce J Garreau (1) 1999 51,714 -- 75,000 $7,312
Chief Financial and 1998 -- -- -- --
Accounting Officer 1997 -- -- -- --

J. Terence Feeley 1999 151,603 9,652 1,731 --
President Advanced 1998 169,120 10,000 56,928 --
Technology Group 1997 142,230 9,500 23,462 --

Daniel T. Landi 1999 101,539 -- 1,270 --
Secretary and Corporate 1998 110,000 -- 2,308 --
Controller 1997 110,000 -- 2,308 --

- -------------------
(1) Mr. Garreau joined the Company in July, 1999.

Employment Agreements

We have an employment agreement with Clifford G. Brockmyre II, our
President and Chief Executive Officer, for a term expiring on June 30, 2003,
which provides for an annual salary of $175,000 and various benefits. In
addition to the compensation provided under the agreement, Mr. Brockmyre is
eligible to participate in the Company bonus plan and is eligible for other
bonuses as determined in the sole direction of the Board. The agreement also
provides, among other things, that, if Mr. Brockmyre is terminated other than
for cause (which is defined to include conviction of a crime involving moral
turpitude, engaging in activities competitive with the Company, divulging
confidential information, dishonesty or misconduct detrimental to the Company or
breach of a material term of the agreement), the Company will pay to him a lump
sum payment equal to the product of the sum of (i) the highest annual rate of
salary paid to Mr. Brockmyre, and (ii) the highest annual bonus paid to or
accrued to the benefit of Mr. Brockmyre during the Employment Term (as defined
in the agreement) multiplied by 2. The agreement also provides for payments to
Mr. Brockmyre in the event of his death or permanent disability.

We have an employment agreement with Mr. J. Terence Feeley, President of
the Advanced Technology Group, for a term expiring on July 1, 2002, which
provides for an annual salary of $150,000 and various benefits. In addition to
the compensation provided under the agreement, Mr. Feeley is eligible to
participate in the Company bonus plan and is eligible for other bonuses as
determined in the sole direction of the Board. The agreement also provides,
among other things, that, if Mr. Feeley is terminated other than for cause
(which is defined to include conviction of a crime involving moral turpitude,
engaging in activities competitive with the Company, divulging confidential
information, dishonesty or misconduct detrimental to the Company or breach of a
material term of the agreement), the Company will pay to him a lump sum payment
equal to the product of the sum of (i) the highest annual rate of salary paid to
Mr. Feeley, and (ii) the highest annual bonus paid to or accrued to the benefit
of Mr. Feeley during the Employment Term (as defined in the agreement)
multiplied by 2. The agreement also provides for payments to Mr. Feeley in the
event of his death or permanent disability.

We have an employment agreement with Bruce J. Garreau, our Chief Financial
and Accounting Officer, for a term expiring on October 1, 2002, which provides
for an annual salary of $135,000 and various benefits including 10,000 shares of
stock and 75,000 options, at $1.00 per share. This option vests and/or vested
with respect to 1/3 of the shares on each

of the six, twelve and eighteen month anniversary of the grant date. In addition
to the compensation provided under the agreement, Mr. Garreau is eligible to
participate in the Company bonus plan and is eligible for other bonuses as
determined in the sole direction of the Board. The agreement also provides,
among other things, that, if Mr. Garreau is terminated other than for cause
(which is defined to include conviction of a crime involving moral turpitude,
engaging in activities competitive with the Company, divulging confidential
information, dishonesty or misconduct detrimental to the Company or breach of a
material term of the agreement), the Company will pay to him a lump sum payment
equal to the product of the sum of (i) the highest annual rate of salary paid to
Mr. Garreau, and (ii) the highest annual bonus paid to or accrued to the benefit
of Mr. Garreau during the Employment Term (as defined in the agreement)
multiplied by 2.0. The agreement also provides for payments to Mr. Garreau in
the event of his death or permanent disability.

We have an employment agreement with Thomas M. O'Connor, president of our
plastics group, for a term expiring on December 31, 2001, which provides for an
annual salary of $125,000 and various benefits. In addition to the compensation
provided under this agreement, Mr. O'Connor is eligible to participate in all
executive bonus and option plans established for our senior executives.

Stock Options

The following tables show certain information with respect to stock
options granted in 1999 to Named Executives and the aggregate value at December
31, 1999 of all stock options granted to the Named Executives. All information
contained in this tables and the description of the Stock Option Plans that
follow gives effect to the one-for-five reverse stock split effected on February
16, 1999. Named Executives exercised no options during 1999.

Option Grants in Last Fiscal Year
- --------------------------------------------------------------------------------

Individual Grants

Percent of
Number of Total
Shares Options/Granted Exercise
Underlying to Employees price Expiration
Name Options Granted in Fiscal Year ($/Sh) Date
- --------------------------- ---------------- ---------------- --------- ----------

Clifford G. Brockmyre II 62,019 37.2% $ 1.875 5/6/04

Bruce J. Garreau 75,000 45.0% $ 1.000 10/1/09

J. Terence Feeley 1,730 1.04% $ 1.875 1/4/04

Daniel T. Landi 6,500 0.76% $ 1.875 1/4/04

Aggregate 1999 Year End Option Values
- --------------------------------------------------------------------------------

Number of Shares of Common
Stock Underlying
Unexercised Options at Value of Unexercised
12/31/99 (#) In-The-Money Options at 12/31/99*
Name Exercisable/Unexercisable ($) Exercisable/Unexercisable
- ------------------------- ---------------------------- -----------------------------

Clifford G. Brockmyre 81,689/11,406 $--/--
Bruce J. Garreau 0/75,000 $--/28,125
J. Terence Feeley 71,857/36,798 $--/--
Daniel T. Landi 6,317/3,801 $--/--

- --------------
* Based on December 31, 1999 Nasdaq closing price of $1.375.

Stock Option Plans

We have stock option plans, which were adopted by our board and approved
by our shareholders covering an aggregate of 2,172,926 unexercised shares of our
common stock, 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, and were registered under Form S-8 on
May 4, 2000. 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.

The Option Plans are administered by the Compensation Committee of the
Board, which determines those individuals who shall receive options, the time
period during which the options may be partially or fully exercised, the number
of shares of Common Stock that may be purchased under each option, and the
option price. The members of this committee are eligible to receive 2,500
incentive options under the Directors' Option Plan, per year as approved by the
shareholders.

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 the Company 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 the Common Stock subject to
the option, determined on the date of grant. Non-qualified options are not
subject to this limitation.

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 three months 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 1999 Stock Option Plan, each new non-employee director of
the company is automatically granted, upon becoming a director, an option to
purchase 7,500 shares of common stock at the fair market value of such shares on
the grant date. In addition, each non-employee director shall automatically be
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 shareholders.
Each such option shall vest 1/3 upon grant and 1/3 at the end of each subsequent
year of service.

Options under the Option Plans and Directors' Plan 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 to the
Company 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 the Company become available once again for
issuance. As of January 31, 2001, we had outstanding stock options to purchase
984,429 shares of Common Stock under the Option Plans, including 17,000 shares
to Michael S. Smith, 15,500 shares to William G. Lyons III, and 7,500 shares to
Brian Q. Corridan under the Directors' Plan. These options are exercisable at
prices ranging from $1.375 to $9.40 per share.

Compensation Committee Interlocks and Insider Participation in Compensation
Decisions

None of the Directors serving on the Compensation Committee of our board
is employed by the Company. In addition, none of our Directors or executive
officers of the Company 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.

Directors Compensation

Pursuant to our 1999 Stock Option Plan, each non-employee Director
receives 5,000 stock options at the end of each year of service as a director.
The Company does not pay a fee to directors for services rendered as directors.
Each director is reimbursed for travel expenses incurred in connection with
attendance at meetings of the Board and its committees.

Report of the Audit Committee of the Board of Directors

Membership and Role of the Audit Committee

The Audit Committee consists of three outside members of the Company's
Board of Directors. Each member of the Audit Committee is independent and
possesses other qualifications as required by Nasdaq. The Audit Committee
operates under a written charter adopted by the Board of Directors, which is
included in this Proxy Statement as Exhibit A.

The primary function of the Audit Committee is to assist the Board of
Directors in monitoring (1) the integrity of the financial statements of the
Company, (2) the compliance by the Company with legal and regulatory
requirements, and (3) the independence and performance of the Company's internal
and external auditors.

Review of the Company's Audited Financial Statements for the Fiscal Year ended
December 31, 1999

The Audit Committee has reviewed, and by its Chairman has discussed with
management, the audited financial statements of the Company for the fiscal year
ended December 31, 1999. The Audit Committee has discussed with Freed Maxick
Sachs & Murphy, P.C., the Company's independent public accountants, the matters
required to be discussed by Statement on Auditing Standards No. 61
(Communication with Audit Committees).

The Audit Committee has also received the written disclosures and the
letter from Freed Maxick Sachs & Murphy, P.C., required by Independence
Standards Board Standard No. 1 (Independence Discussion with Audit Committees),
and the Audit Committee has discussed the independence of Freed Maxick Sachs &
Murphy, P.C., with that firm. Based on the Audit Committee's review and
discussions noted above, the Audit Committee recommended to the Board of
Directors that the Company's audited financial statements be included in the
Company's Annual Report on Form 10-KSB for the fiscal year ended December 31,
1999 for filing with the SEC.

Submitted by:

Michael S. Smith, Chairman of the Audit Committee
William G. Lyons III
Brian Q. Corridan*

*Joined the Committee on November 19, 2000.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

During the period from January 1, 1998 through September 30, 2000, our
president and chief executive officer loaned the Company an aggregate of
$2,274,000, which bore interest at various interest rates. In consideration for
these loans, our president was issued warrants to purchase 689,000 shares of
common stock. As of September 30, 2000, the Company had repaid approximately
$1,045,000 of the loans and approximately $809,000 had been converted into
556,000 shares of common stock.

In May 2000, we completed a $500,000 private placement of Common Stock
with Neptune Capital, Inc., at a price of $2.00 per share, of which $250,000 was
paid in cash and the remainder is due in four equal installments (August 31,
2000, November 29, 20000, February 28, 2001 and May 28, 2001) with accrued
interest at 10% per annum. In conjunction with the financing, we issued warrants
to purchase 50,000 and 100,000 shares of Common Stock, at exercise prices of
$1.625 and $2.00 per share, respectively, exercisable commencing on the first
anniversary date of the warrant and expiring five years from the date of
issuance. In October 2000, our president converted $242,064 of outstanding debt
into 88,668 shares of common stock.

We believe that the foregoing transactions, which involved affiliates,
were on terms no less favorable to the Company than could have been obtained
from unaffiliated 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 the Company, all
transactions between the Company 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 the Board.

ELECTION OF DIRECTORS

At the meeting, five Directors will be elected by the stockholders to
serve until the next annual meeting or until their successors are elected and
qualified. The accompanying form of proxy will be voted for the election as
Directors of the five persons named below, unless the proxy contains contrary
instructions. Proxies cannot be voted for a greater number of persons than the
number of nominees named herein. Management has no reason to believe that any of
the nominees will not be a candidate or unable or unwilling to serve as
Directors, the proxy will be voted for the election of such person or persons as
shall be designated by the Board.

Clifford G. Brockmyre II. Mr. Brockmyre, age 59, has been a director of
the Company since October 1994 and its President since October 1995. He has been
involved with manufacturing since 1966. For over 27 years, he has been involved
in the tooling, machining and manufacturing industries and was the 1992 Chairman
of the 3000+ corporation member National Tooling and Machining Association. He
developed the laser manufacturing liaison to the National Laboratories at Los
Alamos, Sandia and Oak Ridge for Laser Fare. The Department of Energy has set up
Laser Fare as a model for technology transfer under its

Small Business Initiative. Mr. Brockmyre serves on the Rhode Island State
Economic Advisory Council, a position to which he was appointed by the Governor
of Rhode Island.

Brian Q. Corridan. Mr. Corridan, age 52, became a director in June 2000
and is a member of the audit and compensation committees. Since 1994, he has
been president of Corridan & Co. after founding the privately owned full service
investment firm registered with the SEC, NYSE and NASD. He has served as a
Registered Representative with Prudential Securities, Tucker Anthony-R.L., Day,
and Kidder Peabody & Co. Mr. Corridan received his BA from Stonehill College,
and is a graduate of the Naval Officers Candidate School in Newport. Also, he is
a director of Health New England, serves on the Finance Committee of Baystate
Health System, and as a Trustee for several civic and educational organizations,
including Our Lady of Elms College and Springfield Technical Community College
Assistance Corporation.

J. Terence Feeley. Mr. Feeley, age 50, has been a director of the Company
since March, 1999 and the President of the Laser Fare -- Advanced Technology
Group since 1994. He was the co-founder, President and CEO of Laser Fare prior
to it being acquired by the Company. Mr. Feeley is the President of the Laser
Institute of America, the author of over 50 papers on laser technology and the
co-editor of three books in the area of laser based rapid manufacturing. Mr.
Feeley received a BA from the University of Rhode Island.

William G. Lyons III. Mr. Lyons, age 43, became a director of the Company
in December 1998 and is a member of the audit and compensation committees. Mr.
Lyons is president of Third Generation Consultants, LLC and chairman of
Blackstone Medical, Inc. He was previously employed by Brimfield Precision,
Inc., from 1981 through 1998, a manufacturer of surgical instruments and
orthopedic implants in various capacities including President and Chief
Executive Officer. Mr. Lyons received a B.S. in Mechanical Engineering --
Material Science from the University of Connecticut and a M.S. in Biomedical
Engineering from Hartford Graduate Center/Rensselaer Polytechnical Institute.

Michael S. Smith. Mr. Smith, age 46, became a director of the Company in
1995 and is a member of the Audit and Compensation Committee. Mr. Smith is the
President and CEO of Micropub Systems International, Inc., a brewery system
manufacturer.. From October 1992 through January 1997, Mr. Smith was the
Managing Director of Corporate Finance of H.J. Meyers & Co., an investment
banking firm, and was general counsel of such firm from May 1991 through May
1995. Mr. Smith was associated with the law firm of Harter, Secrest & Emery from
1987 until 1991. Mr. Smith received a B.A. from Cornell University and a J.D.
magna cum laude from Cornell University School of Law.

During the year ended December 31, 2000, the Board held 4 meetings. Each
director standing for re-election, who was a member of the Board at such time,
attended at least 75% of such meetings. The Board maintains an Audit Committee
comprised of Messrs. Corridan, Lyons and Smith and a Compensation Committee
comprised of Messrs. Corridan, Lyons and Smith.

The Audit Committee approves the selection of the Company's auditors and
meets and interacts with the auditors to discuss questions in regard to the
Company's financial reporting. They assist the Board in fulfilling its
responsibility to the shareholders, potential shareholders, and the investment
community relating to corporate accounting, reporting practices of the Company,
and quality and integrity of the financial reports of the Company. The
Compensation Committee evaluates the performance of the Company's executive
employees and determines the salaries and other compensation payable to such
persons. Each such Committee met twice during the fiscal year with all members
present.

The affirmative vote of holders of a plurality of the shares of Common
Stocks present or represented at the Annual Meeting is required for the election
of directors.

The Board recommends a vote FOR the election of foregoing nominees.

Proposal to approve the issuance of up to 3,300,000
shares of the Company's common stock under
the Equity Line of Credit Agreement, between
THE Company and Cockfield Holdings Limited

On November 20, 2000 we entered into an equity line of credit agreement
with Cockfield Holdings Limited ("Cockfield"). The purpose of the equity line of
credit is to provide us with a source of funding for our current activities and
for the development of our current and planned products. The equity line of
credit agreement establishes what is sometimes referred to as an equity drawdown
facility. Under the equity line of credit agreement we have the right to sell to
Cockfield up to 3,000,000 shares of our common stock. An additional 300,000
shares are issuable upon the exercise of warrants, which were granted to
Cockfield and Jesup & Lamont in connection with the equity line of credit
agreement. The total number of shares to be issued, 3,300,000, represented
approximately 95% of our issued and outstanding common stock as of January 31,
2001.

Under the equity line of credit agreement, Cockfield has agreed to
purchase up to 3,000,000 shares of our common stock during a 36-month period.
During this period, we may request a drawdown under the equity line of credit by
selling shares of our common stock to Cockfield, and Cockfield will be obligated
to purchase the shares we put to them. The minimum amount we can draw down at
any one time is $200,000. The maximum amount we can draw down at any one time
will be determined at the time of the drawdown request under a formula contained
in the equity line of credit agreement, but cannot be more than $5,000,000. We
may request a drawdown once every 20 trading days, although we are under no
obligation to request any drawdowns.

In order to exercise our drawdown rights under the equity line of credit
agreement, we must have an effective registration statement on file with the
Securities and Exchange Commission registering the resale of the shares of our
common stock that may be sold to

Cockfield. We must also give at least 20 business days advance notice to
Cockfield of the date on which we intend to exercise a particular put right and
we must indicate the maximum number of shares of our common stock that we intend
to sell to Cockfield. At our option, we may also designate a maximum dollar
amount of our common stock that we will sell under the put and/or a minimum
purchase price per share at which Cockfield may purchase shares under the put.
The maximum amount may not to exceed the lesser of a) $5,000,000 or b) fifteen
percent (15%) of the weighted average price of our common stock during the 20
trading days immediately prior to the put date, multiplied by the total trading
volume of our common stock during the 20 trading days immediately prior to that
date.

During the 20 trading days following a drawdown request, we will calculate
the number of shares that we will sell to Cockfield and the price per share. The
purchase price per share of common stock will be at a discount to the daily
volume weighted average price of our common stock during the 20 trading days
immediately following the drawdown date. On each of the 20 trading days during
the calculation period, the number of shares to be purchased by Cockfield will
be determined by dividing 1/20th of the drawdown amount by the purchase price on
each trading day. If we designate a minimum purchase price in our drawdown
request and the daily volume weighted average price for our common stock on any
trading day during the 20 trading day calculation period is below the minimum
threshold price, and Cockfield elects not to purchase shares at the minimum
threshold price, then the drawdown amount will be reduced by 1/20th.

For each share of our common stock, Cockfield will pay us 87.5% of the
volume weighted market price for a share of our common stock during the 20-day
trading period following the exercise of a put. The percentage will increase to
90% if we move our principal market to the Nasdaq National Market or to 91% if
we move our principal market to the New York Stock Exchange. It will decrease to
84% if our common stock is delisted from the Nasdaq SmallCap Market. Market
price is defined as the volume weighted average price for our common stock (as
reported by Bloomberg Financial LP using its VAP function) on its principal
market during the pricing period. The pricing period is defined as the 20 day
trading period immediately prior to the day we exercise our put right.

Cockfield will pay for the shares on the 22nd trading day following the
drawdown request. We will receive the purchase price less a brokerage fee
payable to Jesup & Lamont ranging between 4.25% and 4.75% of the aggregate
purchase price, depending on the dollar volume of the transaction. Jesup &
Lamont is the placement agent that introduced Cockfield to us and is a
registered broker-dealer.

At the closing of each drawdown, we will grant to Cockfield warrants to
purchase a number of shares of our common stock equal to 33% of the number of
shares purchased by Cockfield at the closing of the drawdown. These unit
warrants will expire one day after they are granted and will have an exercise
price equal to the weighted average of the purchase price of a share of our
common stock purchased at the closing of each drawdown. The 3,000,000 shares
available under the equity line of credit will be reduced by the number of
shares issued as a result of the exercise of these unit warrants.

The equity line of credit agreement prevents us from drawing down funds
and issuing the corresponding shares of common stock to Cockfield if the
issuance would result in Cockfield beneficially owning more than 9.9% of our
then outstanding shares of common stock. In addition, the listing requirements
of the Nasdaq SmallCap Market prohibit us from issuing 20% or more of our issued
and outstanding shares of common stock in a single transaction or series of
related transactions at a price less than the greater of market value or book
value unless we get stockholder approval.

As consideration for establishing the equity line of credit, we granted to
Cockfield warrants to purchase up to 200,000 shares of our common stock. As
consideration for the services rendered by Jesup & Lamont as placement agent in
connection with the equity line of credit, we granted to Jesup & Lamont warrants
to purchase up to 100,000 shares of our common stock. These warrants, covering
300,000 shares of our common stock, are exercisable at any time prior to
November 20, 2003, for $3.135 per share. If the 300,000 warrants are exercised
in full, we would receive gross proceeds of $940,500. However, neither Cockfield
nor Jesup & Lamont are obligated to exercise the warrants.

This proposal is being submitted to shareholders for approval pursuant to
the Nasdaq SmallCap corporate governance rules which requires Shareholder
approval prior to the issuance of shares of our common stock in a transaction
other than a public offering involving the sale, issuance or potential issuance
of a number of shares equal to or in excess of 20% of the shares then
outstanding at a price per share less than the greater of book or market value.
The Board believes that the equity line of credit affords the Company maximum
flexibility in funding our current activities and for the development of our
current and planned products.

The affirmative vote of holders of a plurality of the shares of Common
Stock present or represented at the Annual Meeting is required for the approval
to issue up to 3,300,000 shares of our Common Stock under the equity line of
credit agreement with Cockfield Holdings Limited.

The Board recommends a vote FOR approval of the issuance of up to
3,300,000 shares of the Company's common stock under the Equity Line of Credit
Agreement between the Company and Cockfield Holdings Limited.

RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS

The directors propose that the stockholders ratify the appointment of
McGladrey & Pullen, LLP as the Company's independent auditors for 2000. Freed
Maxick Sachs & Murphy, P.C. were the Company's independent auditors for 1999.
Freed Maxick Sachs & Murphy, P.C. merged with McGladrey & Pullen, LLP on
November 1, 2000. The report of Freed Maxick Sachs & Murphy, P.C. with respect
to the Company's financial statement appears in the Company's annual report on
Form 10-KSB for such year. A representative of McGladrey & Pullen, LLP. will be
at the annual meeting and will have an opportunity to make

a statement if he desires to do so and will be available to respond to
appropriate questions. In the event the stockholders fail to ratify the
appointment, the directors will consider it a directive to consider other
auditors for the subsequent year.

The affirmative vote of holders of a plurality of the shares of Common
Stock present or represented at the Annual Meeting is required for the
ratification of appointment of independent auditors.

The Board recommends a vote FOR the approval of McGladrey & Pullen, LLP as
the Company's independent auditors for 2000.

MISCELLANEOUS

Other Matters

The management of the Company does not know of any matters other than
those stated in the Proxy Statement, which are to be presented for action at the
meeting. If any other matters should properly come before the meeting, it is
intended that proxies in the accompanying form will be voted on any such other
matters in accordance with the judgment of the persons voting such proxies.
Discretionary authority to vote on such other matters is conferred by such
proxies upon the persons voting them.

The Company expects representatives of McGladrey & Pullen, LLP, the
Company's independent auditors, to be available at the Annual Meeting to respond
to pertinent questions of stockholders.

Solicitation of Proxies

The Company will bear the cost of preparing, assembling and mailing the
Proxy, Proxy Statement and other material, which may be sent to the stockholders
in connection with this solicitation. In addition to the solicitation of proxies
by use of the mail, officers and regular employees of the Company may solicit
the return of proxies. The Company may reimburse persons holding stock in their
names or in the names of other nominees for their expenses in sending proxies
and proxy material to principals. Proxies may be solicited by mail, personal
interview, telephone and telegraph.

Reports and Financial Statements

The Company's Annual Report for the year ended December 31, 2000 including
Audited Financial Statements and the Company's quarterly report on Form 10-QSB
for the quarter ended September 30, 2000 are included with this proxy material.
Management's Discussion and Analysis, the Report of Independent Certified Public
Accountants and the Audited Financial Statements contained in the Company's
Annual Report and the Form 10-QSB Report are incorporated herein by reference
and are considered part of this soliciting material.

A copy of the Company's Annual Report on Form 10-KSB, without exhibits,
will be provided without charge to any stockholder submitting a written request.
Such request should be addressed to Infinite Group, Inc., 2364 Post Road,
Warwick, Rhode Island 02886, Att: Secretary.

Shareholder Proposals

All proposals of stockholders intended to be included in the proxy
statement to be presented at the 2001 Annual Meeting of Stockholders must be
received at the Company's executive offices no later than April 15, 2001 and
should be directed to the Secretary of the Company.

By Order of the Board of Directors

Daniel T. Landi, Secretary

Dated: February 27, 2001

Exhibit A-

Infinite Group, Inc.
Audit Committee Charter
Audit Committee of the Board of Directors

Composition

The Audit Committee shall be composed of at least three 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 corporation or its affiliates in the current or
past three years;

o Accepted any compensation from the corporation 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 corporation or its affiliates as an executive
officer;

o Been a partner, controlling shareholder or an executive officer of
any for-profit business to which the corporation made, or from which
it received, payments (other than those which arise solely from
investments in the corporation'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 shareholders, potential shareholders, 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
shareholders;

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

o To review the independence of the independent accounts 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;

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 man 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 and financial human resources and succession
planning within the company;

o To meet at least four 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.

SOLICITED BY THE BOARD OF DIRECTORS
INFINITE GROUP, INC.

ANNUAL MEETING OF STOCKHOLDERS

March 22, 2001

PROXY

The undersigned stockholder of Infinite Group, Inc. (the "Company") hereby
appoints Clifford G. Brockmyre II 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 March 22, 2001, 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 of Stockholders of the Company, 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 and 3.

1. Election of Directors:

Nominees: FOR WITHHOLD
Clifford G. Brockmyre II |_| |_|
Brian Q. Corridan |_| |_|
J. Terence Feeley |_| |_|
William G. Lyons III |_| |_|
Michael S. Smith |_| |_|

FOR AGAINST ABSTAIN

2. Proposal to approve the issuance |_| |_| |_|
of up to 3,300,000 shares of the
Company's common stock under the
Equity Line of Credit Agreement

3. Ratify the appointment of |_| |_| |_|
McGladrey & Pullen, LLP as
independent auditors.

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

Please sign exactly as your name appears on stock certificate. If acting as
attorney, executor, trustee, guardian or in other representative capacity, sign
name and title. If a corporation, please sign in full corporate name by
President or other authorized officer. If a partnership, please sign in the
partnership name by an authorized person. If held jointly, both parties must
sign and date.

PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.

Signature:____________________________________ Date:______________________