REGISTRATION RIGHTS AGREEMENT



THIS REGISTRATION RIGHTS AGREEMENT, dated as of this 20 day of November, 2000,

between Cockfield Holdings Limited ("Holder") and Infinite Group, Inc., a

corporation incorporated under the laws of the State of Delaware (the

"Company").



            WHEREAS, simultaneously with the execution and delivery of this

Agreement, pursuant to a Private Equity Line of Credit Agreement dated the date

hereof (the "Purchase Agreement") the Holder has committed to purchase up to

3,000,000 shares of the Company's Common Stock (terms not defined herein shall

have the meanings ascribed to them in the Purchase Agreement); and



            WHEREAS, the Company desires to grant to the Holder the registration

rights set forth herein with respect to the Put Shares and the Blackout Shares

issuable upon exercise of the Company's Put rights from time to time and the

Warrant Shares (collectively, the "Securities").



            NOW, THEREFORE, the parties hereto mutually agree as follows:



            Section 1. Registrable Securities. As used herein the term

"Registrable Security" means the Securities until (i) all Put Shares and Warrant

Shares have been disposed of pursuant to the Registration Statement, (ii) all

Put Shares and Warrant Shares may be sold pursuant to Rule 144 (or any similar

provision then in force) under the Securities Act ("Rule 144"); provided,

however, that all of the circumstances under which all of the applicable

conditions of Rule 144, except for the Holder's obligation to file such shares

on Form 144, are met and that the Company has provided to the Holder or its

transfer agent any documentation reasonably requested by the Holder or transfer

agent to sell such shares pursuant to Rule 144, or (iii) such time as, in the

opinion of counsel to the Company, all Put Shares and Warrant Shares may be sold

without any time, volume or manner limitations pursuant to Rule 144(k) (or any

similar provision then in effect) under the Securities Act. The term

"Registrable Securities" means any and/or all of the securities falling within

the foregoing definition of a "Registrable Security." In the event of any

merger, reorganization, consolidation, recapitalization or other change in

corporate structure affecting the Common Stock, such adjustment shall be deemed

to be made in the definition of "Registrable Security" as is appropriate in

order to prevent any dilution or enlargement of the rights granted pursuant to

this Agreement.



            Section 2. Restrictions on Transfer. The Holder acknowledges and

understands that in the absence of an effective Registration Statement

authorizing the resale of the Securities as provided herein, the Securities are

"restricted securities" as defined in Rule 144 promulgated under the Act. The

Holder understands that no disposition or transfer of the Securities may be made

by Holder in the absence of (i) an opinion of counsel to the Holder, in form and

substance reasonably satisfactory to the Company, that such transfer may be made

without registration under the Securities Act or (ii) such registration.



<PAGE>



            With a view to making available to the Holder the benefits of Rule

144 under the Securities Act or any other similar rule or regulation of the

Commission that may at any time permit the Holder to sell securities of the

Company to the public without registration ("Rule 144"), the Company agrees to:



            (a) comply with the provisions of paragraph (c)(1) of Rule 144; and



            (b) file with the Commission in a timely manner all reports and

other documents required to be filed by the Company pursuant to Section 13 or

15(d) under the Exchange Act; and, if at any time it is not required to file

such reports but in the past had been required to or did file such reports, it

will, upon the request of any Holder, make available other information as

required by, and so long as necessary to permit sales of, its Registrable

Securities pursuant to Rule 144.



            Section 3. Registration Rights With Respect to the Securities.



            (a) The Company agrees that it will prepare and file with the

Securities and Exchange Commission ("Commission"), within forty-five (45) days

after the date hereof, a registration statement (on Form S-1, S-3, or other

appropriate form of registration statement) under the Securities Act (the

"Registration Statement"), at the sole expense of the Company (except as

provided in Section 3(c) hereof), so as to permit a public offering and resale

of the Securities under the Act by Holder.



            The Company shall use its best efforts to cause the Registration

Statement to become effective within one hundred twenty (120) days from the date

hereof, or, if earlier, within five (5) days of SEC clearance to request

acceleration of effectiveness. The number of shares designated in the

Registration Statement to be registered shall be a number of shares of Common

Stock that the Company reasonably estimates it will issue pursuant to the

Purchase Agreement, including the Warrant Shares and Blackout Shares and shall

include appropriate language regarding reliance upon Rule 416 to the extent

permitted by the Commission. The Company will notify Holder of the effectiveness

of the Registration Statement within one Trading Day of such event.



            (b) The Company will maintain the Registration Statement or

post-effective amendment filed under this Section 3 hereof effective under the

Securities Act until the earlier of (i) the date that none of the Securities are

or may become issued and outstanding, (ii) the date that all of the Securities

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