Letter Agreement, dated March 17, 2023, by and among Infinite Group, Inc., James Villa, James V. Leonardo and RES Exhibit Services, LLC

EXHIBIT 10.2

LETTER AGREEMENT

Effective as of October 1, 2022

James Leonardo

435 Smith Street

Rochester, New York 14608

RES Exhibit Services, LLC

c/o James Leonardo

435 Smith Street

Rochester, New York 14608

Re:  Settlement of Debts

Dear Mr. Leonardo:

This Letter Agreement (this “Agreement”) is to evidence our collective agreement regarding the amendment and restatement of that certain Line of Credit Note and Agreement, dated March 14, 2016 (the “Original Note”), by and between Infinite Group, Inc. (the “Corporation”), James Villa (“Mr. Villa”) and James Leonardo (“Mr. Leonardo”).

By signing below, you acknowledge your agreement to the above.

[Signature page follows.]

Please indicate your agreement with the foregoing by executing and returning a copy of this Agreement to us.

Acknowledged and Agreed:

RES Exhibit Services, LLC

[Signature page to Letter Agreement]

Exhibit A

Amended Note

Exhibit B

MUTUAL RELEASE

WHEREAS, RES Exhibit Services, LLC and James V. Leonardo (collectively “Leonardo Parties”), on the one hand, and Infinite Group, Inc. and James A. Villa (collectively, the “Villa Parties”), on the other hand, have agreed to mutually release each other from any and all claims that could be asserted against the other by reason of any matter, cause, or thing whatsoever from the beginning of the world to the date this Mutual Release.  Leonardo Parties and Villa Parties are collectively the “Parties”; and

NOW THEREFORE, the Parties hereby agree as follows:

Leonardo Parties (“Releasor”), for good and valuable consideration received from Villa Parties (“Releasee”), the receipt whereof is hereby acknowledged, for themselves, and their successors, heirs, assigns, executors and administrators, does hereby release and forever discharge the Releasee, and their successors, heirs, assigns, executors and administrators of and from any and all manner of action and actions, cause and causes of action, suits, crossclaims, counterclaims, debts, sums of money, accounts, bonds, bills, covenants, contracts, controversies, agreements, promises, damages, judgments, claims and demands whatsoever, in law or in equity (“Claims”), which Releasor ever had or now has against the Releasee for, upon, or by reason of any matter, cause, or thing whatsoever, known or unknown, from the beginning of the world to the date this Mutual Release is fully executed by both Parties; and

Villa Parties (“Releasor”), for good and valuable consideration received from Leonardo Parties (“Releasee”), the receipt whereof is hereby acknowledged, for themselves, and their successors, heirs, assigns, executors and administrators, does hereby release and forever discharge the Releasee, and their successors, heirs, assigns, executors and administrators of and from any and all manner of action and actions, cause and causes of action, suits, crossclaims, counterclaims, debts, sums of money, accounts, bonds, bills, covenants, contracts, controversies, agreements, promises, damages, judgments, claims and demands whatsoever, in law or in equity (“Claims”), which Releasor ever had or now has against the Releasee for, upon, or by reason of any matter, cause, or thing whatsoever, known or unknown, from the beginning of the world to the date this Mutual Release is fully executed by both Parties; and

Notwithstanding the foregoing and to clarify any possible doubt, this Mutual Release is not intended to apply to rights, if any, concerning the enforcement of the terms of the Mutual Release, any claims based on transactions, occurrences or events transpiring subsequent to the date of the Mutual Release, and shall not, remise, release, or extend to the Parties’ agreements, covenants, representations, and obligations under or in the Stock Purchase Agreement, effective as of October 1, 2022 and the Amended and Restated Line of Credit Note and Agreement, effective as of October 1, 2022.

This Mutual Release may be signed in multiple originals or counterparts, each of which shall be deemed an original.

IN WITNESS WHEREOF, this Mutual Release being sworn to and effective as of the 1st day of October.