ASSET PURCHASE AGREEMENT



      ASSET PURCHASE AGREEMENT ("this Agreement") is made as of March 13, 2002

among EXPRESS PATTERN, INC., a Delaware corporation ("Seller"), INFINITE GROUP,

INC., a Delaware corporation ("Infinite"), EXPRESS PATTERN, INC., an Illinois

corporation ("Buyer") and THOMAS MUELLER of East Greenwich, Rhode Island and

DAVID FLYNN of Barrington, Illinois (each a "Shareholder" and together, the

"Shareholders").



                                   BACKGROUND



      Seller is engaged in the business of providing stereolithography and

thermoject based rapid prototyping services to the metal casting and other

industries. Seller wishes to sell, and Buyer wishes to acquire, substantially

all of the assets and properties of Seller. Infinite is the owner of all of the

issued and outstanding capital stock of Seller, and the Shareholders are the

owners of all of the issued and outstanding capital stock of Buyer.



         NOW THEREFORE, in consideration of the mutual promises contained in

this Agreement, and for other good and valuable consideration, the receipt and

sufficiency of which are hereby acknowledged, the parties agree as follows:



                                    ARTICLE I

                           PURCHASE AND SALE OF ASSETS



      Section 1.1 Assets to be Purchased and Sold.



      Description of Assets. At the Closing (defined below), Seller shall sell

and convey to Buyer, and Buyer shall purchase and acquire from Seller, all of

the business and tangible and intangible assets of Seller existing and owned by

Seller on the Closing Date (defined below) other than the Excluded Assets

(defined below). The assets of Seller to be purchased hereunder (which exclude

the Excluded Assets) are referred to as the "Purchased Assets". The Purchased

Assets shall include without limitation all goodwill and the following assets

and property, and all additions thereto, less dispositions in the ordinary

course of business and permitted under this Agreement, before the Closing Date:



            (a) all inventories, furniture and equipment and other tangible

personal property, (the "Equipment"), including, without limitation, the items

of Equipment described in Exhibit 1.1(a);



            (b) all rights under the contracts, leases and agreements described

or referred to in Exhibit 1.1(b) hereto (the "Operating Agreements"), true and

correct copies of which are being delivered to Buyer concurrently with the

Agreement;



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            (c) all intellectual properties, including, without limitation,

trade secrets, trademarks, trade names, copyrights, Internet domain names and

other rights or registrations, including the name "Express Pattern" (the "Name")

(collectively, the "Intellectual Property");



            (d) all executory or continuing agreements and other contracts or

commitments for the sale of Seller's goods and services of products entered into

in the ordinary course of Seller's business ("Customer Orders");



            (e) all lists and records relating to Seller's business, including

lists and records of Seller's present and former customers, vendors, suppliers,

and customers; and



            (f) all cash, cash equivalents, accounts receivable, deposits and

similar property.



      1.2 Excluded Assets.



      The Purchased Assets shall not include the following assets of Seller

existing on the Closing Date (the "Excluded Assets"):



            (a) claims and rights to federal, state and local income tax

refunds, credits and benefits (the "Tax Benefits");



            (b) insurance policies and insurance or other deposits for which

Buyer will receive no benefit;



            (c) Seller's corporate charter, original minute and stock record

books, tax returns and other documents relating to the organization and

existence of Seller as a corporation;



            (d) the assets and properties listed in Exhibit 1.2(d); and



            (e) all claims, causes of action, chooses in action, rights of

necessary and rights of set-off of any kind against any person or entity on

account of, arising out of or related to the Excluded Assets described above or

damages incurred by Seller prior to the Closing Date.



                                   ARTICLE II

                        LIMITED ASSUMPTION OF LIABILITIES





      Section 2.1 Assumption of Liabilities. At the Closing, Buyer shall assume

and be responsible for performance of (a) the obligations of Seller under the

Operating Agreements and Customer Orders in existence on the Closing Date and

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