EXHIBIT 3.1

                                                          Federal Identification
                                                          No. 04-3116697


                        THE COMMONWEALTH OF MASSACHUSETTS
                             William Francis Galvin
                          Secretary of the Commonwealth
              One Ashburton Place, Boston, Massachusetts 02108-1512

                        RESTATED ARTICLES OF ORGANIZATION
                    (General Laws, Chapter 156B, Section 74)



We,         Dennis T. Gain                              , President,
    --------------------------------------------------
and         Lynette C. Fallon                           , Clerk,
    --------------------------------------------------
of            Spacetec IMC Corporation                               ,
    ----------------------------------------------------------------
                           (Exact name of corporation)
located at        600 Suffolk Street, Lowell, MA 01854
           ---------------------------------------------------------
                  (Street address of corporation Massachusetts)

do hereby certify that the following Restatement of the Articles of Organization
was duly adopted at a meeting held on October 6, 1995 by a vote of the
directors/or:

                     Common Stock, Series A
                     Preferred Stock and
3,583,366 shares of  Series B Preferred Stock of  4,725,908  shares outstanding,
---------            ------------------------     ---------
                        (type, class & series, if any)

          shares of                 of           shares outstanding, and
---------           ---------------   ----------

          shares of                 of           shares outstanding,
---------           ---------------   ----------

    **being at least a majority of each type, class or series outstanding and
                            entitled to vote thereon:

                            ARTICLE I The name of the
                                 corporation is:

                            Spacetec IMC Corporation

                                   ARTICLE II
          The purpose of the corporation is to engage in the following
                              business activities:

                               See attached sheets



<PAGE>



                                   ARTICLE III
The total  number of shares and par value,  if any, of each class of stock which
the corporation is authorized to issue:

<TABLE>
<CAPTION>

            WITHOUT PAR VALUE                                             WITH PAR VALUE
-----------------|--------------------------|------------------|---------------------|----------------
      TYPE       |      NUMBER OF SHARES    |         TYPE     |   NUMBER OF SHARES  |    PAR VALUE
-----------------|--------------------------|------------------|---------------------|----------------
<S>               <C>                         <C>                     <C>          <C>
Common:          |                          |    Common:       |        20,000,000   | $.01 per share
                 |                          |                  |                     |
Preferred:       |                          |    Preferred:    |         1,000,000   | $.01 per share
------------------------------------------------------------------------------------------------------
</TABLE>



                                   ARTICLE IV

If  more  than  one  class  of  stock  is  authorized,  state  a  distinguishing
designation  for each class.  Prior to the issuance of any shares of a class, if
shares  of  another  class  are  outstanding,  the  corporation  must  provide a
description of the preferences,  voting powers,  qualifications,  and special or
relative  rights or  privileges  of that class and of each other  class of which
shares are outstanding and of each series then established within any class.

                               See attached sheets





                                    ARTICLE V

The  restrictions,  if any,  imposed by the  Articles of  Organization  upon the
transfer of shares of stock of any class are:

                                      None





                                   ARTICLE VI

**Other  lawful  provisions,  if any,  for the  conduct  and  regulation  of the
business and affairs of the corporation,  for its voluntary dissolution,  or for
limiting,  defining,  or  regulating  the powers of the  corporation,  or of its
directors or stockholders, or of any class of stockholders:

                               See attached sheets

                                      -2-



<PAGE>



                            Spacetec IMC Corporation
                        Restated Articles of Organization

                                   ARTICLE II

                           Purpose of the Corporation

         To invent, design, develop, manufacture, license, market and distribute
computer hardware, systems, peripheral devices, software and other technologies,
systems,  methods  and  techniques;  to invent,  design or  contrive  processes,
formulae or systems  related to the foregoing;  to do every other act necessary,
incidental or appropriate to the  accomplishment of any of the above purposes or
the  exercise  of any of the above  powers;  and to engage in any  lawful act or
activity  permitted under the General Laws of the  Commonwealth of Massachusetts
to corporations  organized under Chapter 156B of said laws or successor statutes
thereto.

                                   ARTICLE IV

                          Description of Capital Stock

         The total  number of shares of all  classes of capital  stock which the
Corporation  shall be  authorized to issue is  twenty-one  million  (21,000,000)
shares,  consisting of twenty million (20,000,000) shares of Common Stock, $0.01
par value per share (the "Common Stock"),  and one million (1,000,000) shares of
Preferred Stock, $0.01 par value per share (the "Preferred Stock").

         The shares of Preferred Stock may be issued from time to time in one or
more series. The directors may determine,  in whole or in part, the preferences,
voting powers,  qualifications  and special or relative  rights or privileges of
any such series before the issuance of any shares of that series.  The directors
shall determine the number of shares constituting each series of Preferred Stock
and each series shall have a distinguishing designation.

         Common Stock

         1. The holders of the Common  Stock shall have the  exclusive  right to
vote for the election of directors and on all other matters  requiring action by
the  stockholders  or  submitted  to the  stockholders  for  action,  except  as
determined by the Board of Directors in establishing a series of Preferred Stock
or as may otherwise be required by law, and each share of the Common Stock shall
entitle the holder thereof to one vote.

         2. The holders of the Common Stock shall be entitled to receive, to the
extent  permitted by law, such dividends as may from time to time be declared by
the directors.

                                      -3-
<PAGE>



         3.  Upon any  voluntary  or  involuntary  liquidation,  dissolution  or
winding up of the corporation, the holders of the Common Stock shall be entitled
to receive the net assets of the corporation,  after the corporation  shall have
satisfied or made provision for its debts and obligations and for payment to the
holders of shares of any class or series having  preferential  rights to receive
distributions of the net assets of the corporation.

                                   ARTICLE VI

                             Other Lawful Provisions

A.       Board of Directors

         1.  Classification.  The directors shall be divided into three classes,
as nearly equal in number as the then total number of directors constituting the
entire Board  permits,  with the term of office of one class expiring each year.
The initial Class I directors  elected by the  stockholders  of the  Corporation
shall  hold  office  for  a  term  expiring  at  the  1996  annual   meeting  of
stockholders;  the initial Class II directors elected by the stockholders of the
Corporation  shall hold office for a term expiring at the 1997 annual meeting of
stockholders; and the initial Class III directors elected by the stockholders of
the Corporation shall hold office for a term expiring at the 1998 annual meeting
of stockholders.  At each such annual meeting of stockholders and at each annual
meeting  thereafter,  successors to the class of directors whose term expires at
that meeting  shall be elected for a term  expiring at the third annual  meeting
following  their  election  and until  their  successors  shall be  elected  and
qualified,  subject to prior death,  resignation,  retirement or removal. If the
number of directors is changed,  any increase or decrease  shall be  apportioned
among the classes so as to  maintain  the number of  directors  in each class as
nearly  equal as  possible,  but in no event  will a  decrease  in the number of
directors  shorten  the  term of any  incumbent  director.  Notwithstanding  the
foregoing,  and except as otherwise required by law, whenever the holders of any
one or more series of Preferred Stock shall have the right, voting separately as
a class, to elect one or more directors of the Corporation,  the election, terms
of office and other  features  of such  directorships  shall be  governed by the
terms of the vote establishing such series,  and such directors so elected shall
not be  divided  into  classes  pursuant  to this  Article  VI unless  expressly
provided by such terms.

         2. Vacancies.  Except as otherwise determined by the Board of Directors
in establishing a series of Preferred  Stock as to directors  elected by holders
of such series,  any  vacancies in the Board of  Directors,  including a vacancy
resulting from the enlargement of the Board, may be filled by the directors then
in office,  though less than a quorum. Each director so chosen to fill a vacancy
shall be elected to  complete  the term of office of the  director  who is being
succeeded.  In the case of any election of a new director to fill a directorship
created by an enlargement of the Board,  the Board shall in such election assign
the class of directors to which such additional  director is being elected,  and
each  director  so  elected  shall  hold  office  for the same term as the other
members of the class to which the director is assigned.

                                      -4-

<PAGE>



         3. Removal. Except as otherwise determined by the Board of Directors in
establishing a series of Preferred  Stock as to directors  elected by holders of
such series, at any special meeting of the stockholders  called at least in part
for the purpose,  any director or directors may, by the affirmative  vote of the
holders of at least a majority of the stock entitled to vote for the election of
directors,  be removed from office for cause.  The provisions of this subsection
shall be the exclusive method for the removal of directors.

B.       Stockholder Vote Required for Certain Actions

         The  Corporation,  by vote of a majority of the stock  outstanding  and
entitled to vote thereon may (i) authorize  any  amendment to these  Articles of
Organization, (ii) authorize the sale, lease or exchange of all or substantially
all of the Corporation's  property and assets,  including its goodwill and (iii)
approve  a merger or  consolidation  of the  Corporation  with or into any other
corporation;  so  long as such  amendment,  sale,  lease,  exchange,  merger  or
consolidation shall have been approved by the Board of Directors.

C.       Additional Provisions

         1.  Meetings of the stockholders may be held anywhere within the United
State.

         2. No contract or other  transaction of this corporation with any other
person,   corporation,   association,   or  partnership  shall  be  affected  or
invalidated by the fact that (i) this corporation is a stockholder or partner in
such other corporation,  association, or partnership, or (ii) any one or more of
the officers or directors of this corporation is an officer, director or partner
of such other corporation,  association or partnership,  or (iii) any officer or
director of this corporation, individually or jointly with others, is a party to
or is  interested  in  such  contract  or  transaction.  Any  director  of  this
corporation  may be  counted in  determining  the  existence  of a quorum at any
meeting of the board of directors  for the purpose of  authorizing  or ratifying
any such  contract or  transaction,  and may vote  thereon,  with like force and
effect as if he were not so  interested  or were not an  officer,  director,  or
partner of such other corporation, association, or partnership.

         3. The corporation may be a partner in any business enterprise which it
would have power to conduct itself.

         4. The by-laws may  provide  that the  directors  may make,  amend,  or
repeal the  by-laws in whole or in part,  except with  respect to any  provision
thereof which by law, these Articles of  Organization,  or the by-laws  requires
action by the stockholders.

         5.  A  director  shall  not  be  liable  to  the   corporation  or  its
stockholders  for  monetary  damages  for  any  breach  of  fiduciary  duty as a
director,  except to the extent that the  elimination or limitation of liability
is not permitted under the Massachusetts  Business  Corporation Law as in effect
when such  liability is  determined.  No  amendment or repeal of this  provision
shall

                                      -5-

<PAGE>



deprive a director of the  benefits  hereof with  respect to any act or omission
occurring prior to such amendment or repeal.

         6.  Except  as  otherwise  required  by law,  any  action  required  or
permitted to be taken by the  stockholders of the Corporation must be taken at a
duly called  annual or special  meeting of such  holders and may not be taken by
any consent in writing by such holders.

                                   ARTICLE VII

The effective date of the restated  Articles of  Organization of the corporation
shall be the date approved and filed by the Secretary of the Commonwealth.  If a
later effective date is desired,  specify such date which shall not be more than
thirty days after the date of filing.

                                  ARTICLE VIII

The  information  contained  in  Article  VIII  is not a  permanent  part of the
Articles of Organization.

a. The street  address (post office boxes are not  acceptable)  of the principal
office of the corporation in Massachusetts is:

         600 Suffolk Street, Lowell, MA 01854

b. The name,  residential  address and post office  address of each director and
officer of the corporation is as follows:


            NAME                 RESIDENTIAL ADDRESS        POST OFFICE ADDRESS

President:  Dennis T. Gain       30 Boren Lane                     Same
                                 Boxford, MA 01921

Treasurer:  Linda S. Linsalata   20 Surrey Lane                    Same
                                 Weston, MA 02193

Clerk:      Lynnette Fallon      54 Hundreds Road                  Same
                                 Wellesley, MA 02181

Directors:  Dennis T. Gain       See above                         Same

            Linda S. Linsalata   20 Surrey Lane                    Same
                                 Weston, MA 02193

            Morton E. Goulder    97 Ridge Road                     Same
                                 Hollis, NH 03049, P.O. Box 419

            J. Grant Jagelman    3 Cranbrook Road                  Same
                                 Rose Bay NSW 2029
                                 Australia


                                      -6-

<PAGE>




            Jerry H. Loyd        910 Central Road, P.O. Box 640    Same
                                 Rye Beach, NH 03871

c. The fiscal year (i.e., tax year) of the corporation shall end on the last day
of the month of:
         March

d.  The  name  and  business  address  of the  resident  agent,  if any,  of the
corporation is:

                                       N/A

**We further certify that the foregoing Restated Articles of Organization affect
no amendments to the Articles of  Organization  of the corporation as heretofore
amended,   except  amendments  to  the  following  articles.   Briefly  describe
amendments below:

Article 3, Article 4, Article 6



SIGNED UNDER THE PENALTIES OF PERJURY, this 11th day of December, 1995.


  /s/ Dennis T. Gain                                         , *President
------------------------------------------------------------
Dennis T. Gain


  /s/ Lynnette C. Fallon                                     , Clerk.
------------------------------------------------------------
Lynnette C. Fallon

                                      -7-
<PAGE>


                        THE COMMONWEALTH OF MASSACHUSETTS

                        RESTATED ARTICLES OF ORGANIZATION
                    (General Laws, Chapter 156B, Section 74)

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



          I hereby approve the within Restated Articles of Organization
          and, the filing fee in the amount of $10,409.05 having been
          paid, said articles are deemed to have been filed with me this
          11th day of December, 1995.



          Effective Date:_______________________________________________



                             WILLIAM FRANCIS GALVIN
                          Secretary of the Commonwealth





                         TO BE FILLED IN BY CORPORATION
                       Photocopy of document to be sent to

                                    Marc A. Rubenstein
                                    Palmer & Dodge
                                    One Beacon Street
                                    Boston, MA 02108

                  Telephone:        (617) 573-0100


                                      -8-