Northeast Hampton Holdings LLC – ‘SC 13D’ on 3/4/98 re: Infinite Group Inc – EX-10

As of:  Wednesday, 3/4/98   ·   Accession #:  950152-98-1709   ·   File #:  5-53687

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General Statement of Beneficial Ownership   —   Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D      Northeast Hampton Holdings/Infinite Group SC 13D       8     32K 
 2: EX-1        Underwriting Agreement                                 7     33K 
 3: EX-2        Plan of Acquisition, Reorganization, Arrangement,      8     19K 
                          Liquidation or Succession                              
 4: EX-3        Articles of Incorporation/Organization or By-Laws      8     19K 
 5: EX-4        Instrument Defining the Rights of Security Holders     8     19K 
 6: EX-5        Opinion re: Legality                                   8     19K 
 7: EX-6        Opinion re: Discount on Capital Shares                 6     13K 
 8: EX-7        Opinion re: Liquidation Preference                     6     22K 
 9: EX-8        Opinion re: Tax Matters                                7     19K 
10: EX-9        Voting Trust Agreement                                 1      8K 
11: EX-10       Material Contract                                      1      8K 

EX-10   —   Material Contract

EX-10
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CUSIP No. 4569108                                                               

Exhibit 10

 ASSIGNMENT OF NOTES

KNOW ALL MEN BY THESE PRESENTS that NORTHEAST HAMPTON HOLDINGS, LLC a New York  
limited liability company, with offices and principal place of business at 1895 
Mount Hope Avenue, Rochester, New York, ("Assignor") for and in consideration of
the sum of Nine Hundred Thousand Six Hundred Five Dollars ($900,605) to be paid 
to him as set forth below, does hereby sell, convey, assign, transfer and set   
over unto the CARLE AND ANN CONWAY FAMILY TRUST. P. O. Box 8238 Incline Village,
Nevada 89452, ("Assignee"), all its right, title and interest in and to certain 
promissory notes from Infinite Machines Corp. to the Assignor as fully set forth
on Schedule A, attached hereto and made a part hereof and all moneys due or to  
become due upon said note and any and all rights to convert said notes into the 
capital stock of said Infinite Machines Corp.                                   
The original notes shall be delivered to Assignee under separate cover. And the 
said Assignor, for the purpose of inducing the Assignee to accept this          
Assignment does hereby represent as follows:                                    
A) That Exhibit A sets forth a list of promissory notes executed by Infinite    
Machines Corp. for value received by it and are legal binding obligations of it.
B) That no defense, offset or counterclaim thereto exists and that no agreement 
has been made under which Infinite Machines Corp. may claim any discount or     
deduction except as explicitly set forth in said Notes.                         
C) That it has full authority to assign the notes to the Assignee and that such 
assignment will not violate any agreement, covenant or obligation of it and that
it is not subject to any restrictive law, rule, regulation, judgment, order,    
directive or other governmental action affecting its right to make this         
assignment.                                                                     
D) That Infinite Machines Corp. will accept this assignment and pay the Assignee
according to the terms and conditions of the notes.                             
E) That in the event the Assignor receives any checks, drafts or moneys         
applicable to the notes it will immediately endorse, transfer and deliver the   
same to the Assignee. In Witness Whereof the Assignor has executed this         
Assignment this 23rd day of February, 1998.                                     

NORTHEAST HAMPTON HOLDINGS, LLC                                                 

By:  /s/ James A. Villa                                                         
-----------------------------                                             
James A. Villa, Sole Member