EXHIBIT 10.8

                            SPACETEC IMC CORPORATION

  Payment of this Note is subject to the terms and conditions of subordination
                                set forth herein.

                     UNSECURED SUBORDINATED PROMISSORY NOTE

$1,065,000                                                     February 17, 1999

         FOR  VALUE  RECEIVED,   Spacetec  IMC   Corporation,   a  Massachusetts
corporation (the "Company"),  hereby promises to pay to the order of Sun Capital
Partners,  Inc.  (or the then  current  endorsee  and holder of this  Note,  the
"Collection Agent" or "Subordinated Lender") on February 17, 2005, unless sooner
payable as provided  herein,  and thereafter on demand,  the principal amount of
One Million  Sixty-Five  Thousand  Dollars  ($1,065,000),  plus  interest on the
unpaid  principal  balance  thereof  outstanding  from  time to  time,  from and
including the date hereof until such  principal  balance is repaid in full, at a
rate equal to ten percent (10%) per annum.  Interest  hereunder shall be payable
by the Company in arrears on June 1st, September 1st, December 1st and March 1st
of each year,  commencing June 1, 1999, at maturity  (whether by acceleration or
otherwise) and upon the making of any prepayment,  as hereinafter provided. This
Note may be  prepaid  in whole  or in  part,  at any time or from  time to time,
without premium or penalty.  Any prepayment of this Note shall be accompanied by
payment in full of all accrued but unpaid  interest on the amount prepaid to the
date of  prepayment.  Interest shall be calculated on the basis of actual number
of days elapsed over a year of 360 days.  Notwithstanding any other provision of
this Note,  the  Subordinated  Lender  does not intend to charge and the Company
shall not be required to pay any  interest or other fees or charges in excess of
the maximum  permitted by applicable law; any payments in excess of such maximum
shall be refunded to the Company.  All payments received by the Collection Agent
hereunder will be applied first to costs of collection, if any, then to interest
and the balance to principal. The payment of principal and interest will be made
by check in  immediately  available  United States funds sent to the  Collection
Agent at the  address  in  paragraph  6 or any  other  address  provided  by the
Collection Agent for such purpose.  Notwithstanding the foregoing, to the extent
at  any  time  then  required   pursuant  to  the  terms  of  any  Institutional
Indebtedness (as defined below), the payment of interest by the Company shall be
made through the issuance to the  Collection  Agent of an additional  promissory
note  containing  substantially  the same terms and conditions of this Note in a
principal amount equal to the amount of interest then required to be so paid.

         1.  Subordination of Principal and Interest.  The  Subordinated  Lender
agrees  that the  payment of  principal,  interest  and all other  charges  with
respect to the Note is expressly  subordinated,  in the manner  hereinafter  set
forth, in right of payment to the prior payment and  satisfaction in full of the
Institutional Indebtedness at any time outstanding.

         (a)      Payment  of  Institutional  Indebtedness.  In the event of any
insolvency  or  bankruptcy  proceedings,   or  any  receivership,   liquidation,
reorganization or other similar

<PAGE>

proceedings in connection therewith, relative to the Company or to its property,
or, in the event of any  proceedings for voluntary  liquidation,  dissolution or
other winding up of the Company or  distribution  or marshaling of its assets or
any  composition  with  creditors  of the  Company,  whether  or  not  involving
insolvency  or  bankruptcy,  then  and  in  any  such  event  all  Institutional
Indebtedness  shall  be paid in full  in  cash or cash  equivalents  before  any
payment or distribution of any character,  whether in cash,  securities or other
property,  shall  be made on  account  of this  Note;  and any such  payment  or
distribution,  except securities which are unsecured and subordinated and junior
in right of  payment  to the same  extent  as this  Note to the  payment  of all
Institutional Indebtedness then outstanding, which would, but for the provisions
hereof,  be  payable  or  deliverable  in  respect of this Note shall be paid or
delivered  directly to the holders of Institutional  Indebtedness (or their duly
authorized  representatives),  in the  proportions  in which they hold the same,
until all  Institutional  Indebtedness  shall have been paid in full,  and every
holder of this Note by  becoming  a holder  thereof  shall have  designated  and
appointed the holder or holders of  Institutional  Indebtedness  (and their duly
authorized representatives) as his or its agents and attorney-in-fact to demand,
sue for, collect and receive such  Institutional  Indebtedness  holder's ratable
share of all such payments and  distributions and to file any necessary proof of
claim  therefor and to take all such other action  (including  the right to vote
such  Institutional  Indebtedness  holder's  ratable share of this Note), in the
name of the holder of this Note or otherwise, as such Institutional Indebtedness
holders (or their authorized  representatives)  may determine to be necessary or
appropriate  for the  enforcement of this Section 1. The Collection  Agent,  and
each successor holder of this Note by its or his acceptance  thereof,  agrees to
execute,  at the request of the Company, a separate agreement with any holder of
Institutional Indebtedness on the terms set forth in this Section 1, and to take
all such other action as such holder or such holder's representative may request
in order to enable  such holder to enforce all claims upon or in respect of such
holder's ratable share of this Note.

         (b) No Payment on Note Under Certain Conditions.  In the event that any
default  occurs  in  the  payment  of  the  principal  of  or  interest  on  any
Institutional  Indebtedness  (whether as a result of acceleration thereof by the
holders  of  such  Institutional  Indebtedness  or  otherwise)  and  during  the
continuance  of such  default  until  such  default  has been cured or waived in
writing by such holder of Institutional Indebtedness, no payment of principal or
interest  on this Note shall be made by the Company or accepted by any holder of
this  Note  who has  received  notice  from  the  Company  or from a  holder  of
Institutional  Indebtedness  of such event.  In the event that any other default
occurs under any Institutional Indebtedness (whether as a result of acceleration
thereof by the holders of such  Institutional  Indebtedness  or otherwise) for a
period (a "Blockage  Period") of 180 days thereafter (or for such shorter period
until  such  default  has been  cured or waived in  writing  by such  holders of
Institutional  Indebtedness),  no payment of  principal or interest on this Note
shall be made by the  Company  or  accepted  by any  holder of this Note who has
received notice from the Company or from a holder of Institutional  Indebtedness
of such default;  provided,  however, that a Blockage Period may only be imposed
on the Company once during any twelve-month period.

         (c)      Payments  Held in Trust.  In case any payment or  distribution
shall be paid or
                                      -2-

<PAGE>

delivered to the Collection Agent before all  Institutional  Indebtedness  shall
have been paid in full, despite or in violation or contravention of the terms of
this subordination,  such payment or distribution shall be held in trust for and
paid and  delivered  ratably to the holders of  Institutional  indebtedness  (or
their duly authorized  representatives),  until all  Institutional  Indebtedness
shall have been paid in full.

         (d)  Subrogation.  Subject to the payment in full of all  Institutional
Indebtedness  and until this Note shall be paid in full,  the  Collection  Agent
shall be subrogated to the rights of the holders of  Institutional  Indebtedness
(to the extent of payments or  distributions  previously made to such holders of
Institutional Indebtedness pursuant to the provisions of subsections (a) and (c)
of this Section 1) to receive payments or distributions of assets of the Company
applicable to the Institutional Indebtedness.  No such payments or distributions
applicable to the Institutional  Indebtedness  shall, as between the Company and
its  creditors,  other than the holders of  Institutional  Indebtedness  and the
Collection  Agent,  be deemed to be a payment by the Company to or on account of
this  Note;  and  for  the  purposes  of  such   subrogation,   no  payments  or
distributions to the holders of  Institutional  Indebtedness to which the holder
of this Note would be  entitled  except  for the  provisions  of this  Section 1
shall,  as between  the  Company  and its  creditors,  other than the holders of
Institutional  Indebtedness and the Collection  Agent, be deemed to be a payment
by the Company to or on account of the Institutional Indebtedness.

         (e) Scope of Section.  The  provisions  of this  Section 1 are intended
solely for the purpose of defining the relative rights of the Collection  Agent,
on the one hand, and the holders of the Institutional Indebtedness, on the other
hand.  Nothing contained in this Section 1 or elsewhere in this Note is intended
to or shall impair, as between the Company, its creditors other than the holders
of Institutional  Indebtedness,  and the Collection Agent, the obligation of the
Company, which is unconditional and absolute, to pay to the Collection Agent the
principal  of and interest on the Note as and when the same shall become due and
payable in accordance  with the terms thereof,  or to affect the relative rights
of the holder of this Note and  creditors of the Company  other than the holders
of the  Institutional  Indebtedness,  or to benefit any other  creditors  of the
Company  other than the  holders of the  Institutional  Indebtedness,  nor shall
anything  herein or therein  prevent the  Collection  Agent from  accepting  any
payment with respect to this Note or exercising all remedies otherwise permitted
by applicable law upon default under this Note,  subject to the rights,  if any,
under this Section 1 of the holders of Institutional  Indebtedness in respect of
cash, property or securities of the Company received by the holder of this Note.

         (f)  Survival of Rights.  The right of any present or future  holder of
Institutional Indebtedness to enforce subordination of this Note pursuant to the
provisions  of this Section 1 shall not at any time be prejudiced or impaired by
any act or  failure  to act on the part of the  Company  or any such  holder  of
Institutional  Indebtedness,  including,  without  limitation,  any forbearance,
waiver, consent, compromise, amendment, extension, renewal, or taking or release
of  security  of  or  in  respect  of  any  Institutional   Indebtedness  or  by
noncompliance by the Company with the terms of such subordination  regardless of
any knowledge thereof the holder may have or otherwise be charged with.

                                      -3-
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         (g)  Amendment or Waiver.  The  provisions of this Section 1 may not be
amended  or waived  in any  manner  which is  detrimental  to any  Institutional
Indebtedness  without  the  consent of the  holders  of a  majority  of the then
existing Institutional Indebtedness.

         (h)  Institutional   Indebtedness   Defined.  The  term  "Institutional
Indebtedness"  shall mean all  indebtedness  of the Company  for money  borrowed
(including interest thereon after commencement of any bankruptcy,  insolvency or
similar proceeding  relating to the Company,  whether or not such interest would
accrue in such proceeding) from banks or other institutional Lenders,  including
any extension or renewals  thereof,  whether  outstanding  on the date hereof or
thereafter created or incurred,  which is not by its terms expressly subordinate
and junior to or on a parity with this Note.

         2. Events of Default. The outstanding principal and accrued interest on
this Note shall, at the option of the Collection  Agent,  become due and payable
without  notice  or  demand,  upon  the  happening  of any one of the  following
specified events:

         (a) any  default  (whether  in  whole or in  part)  shall  occur in the
payment of any amount  payable under this Note which shall continue for a period
of ten (10) days;

         (b) the making by the Company of a general  assignment  for the benefit
of creditors;

         (c) the filing of any petition or the commencement of any proceeding by
the Company for any relief under any bankruptcy or insolvency  laws, or any laws
relating   to   the   relief   of   debtors,   readjustment   of   indebtedness,
reorganizations, compositions, or extensions;

         (d) the filing of any petition or the  commencement  of any  proceeding
against the Company for any relief under any  bankruptcy or insolvency  laws, or
any laws  relating  to the  relief of  debtors,  readjustment  of  indebtedness,
reorganizations,  compositions, or extensions, which proceeding is not dismissed
within sixty (60) days;

         (e) a receiver, liquidator, assignee, trustee or custodian is appointed
to administer the affairs of the Company;

         (f) except for the Company's  transfer of its assets to a  wholly-owned
subsidiary as contemplated in the Agreement, the Company dissolves,  liquidates,
winds-up,  or sells or  otherwise  disposes of all or  substantially  all of its
business or assets;

         (g) a Change in Control of the Company;

         (h) the Company sells or otherwise disposes of any of its assets not in
the ordinary course of business, pursuant to which sale the Company receives net
cash proceeds of at least $10,000,000; or

                                      -4-
<PAGE>

         (i) the  Company  issues  and  sells  any  securities  of the  Company,
pursuant  to which  sale the  Company  receives  net cash  proceeds  of at least
$10,000,000.

Notwithstanding the foregoing, the Collection Agent shall not have the option to
have the outstanding  principal and accrued interest on this Note become due and
payable upon the happening of any of the events  specified in clauses (h) or (i)
above unless the holders of the Institutional  Indebtedness shall have consented
thereto in writing.  For purposes  hereof, a "Change in Control" shall be deemed
to have  occurred  if: (i) any  "person"  or "group"  (as such terms are used in
Sections 3(a)(9) and 13(d)(3) of the Securities Exchange Act of 1934, as amended
(the "Act")),  except for Sun Capital  Partners,  Inc.,  Bain Capital,  Inc. and
their respective affiliates (the "Sun/Bain Group"), becomes a "beneficial owner"
(as such term is used in Rule l3d-3  promulgated  under the Act), after the date
hereof,  directly or indirectly,  of securities of the Company representing more
than  25%  of the  combined  voting  power  of the  Company's  then  outstanding
securities;  (ii)  the  members  of the  Company's  Board of  Directors  who are
nominated by the Sun/Bain  Group shall  constitute  fewer than a majority of all
members of the Company's  Board of Directors;  or (iii) the  stockholders of the
Company approve a merger or consolidation of the Company with any other company,
other than a merger or  consolidation  which would result in the combined voting
power of the Company's voting securities  outstanding  immediately prior thereto
continuing to represent  (either by remaining  outstanding or by being converted
into voting  securities  of the  surviving  entity) 75% or more of the  combined
voting power of the voting  securities of the Company or such  surviving  entity
outstanding immediately after such merger or consolidation.

         3.       Collection Agent; Distribution.

         This Note is issued  pursuant to and is  entitled to the  benefits of a
certain  Agreement  and Plan of Merger  dated as of  October  21,  1998,  and as
amended and  restated as of November  13,  1998,  among  Labtec Inc., a Delaware
corporation ("Labtec"), the Company and SIMC Acquisition Corporation, a Delaware
corporation  and  wholly-owned  subsidiary  of the  Company  (as the same may be
amended  from  time  to  time,  referred  to  herein  as the  "Agreement").  The
Collection  Agent hereby  acknowledges  that it is holding the Note on behalf of
and for the  benefit of the  holders of shares of common  stock of Labtec at the
time of the Merger (as defined in the Agreement) (each, a "Labtec Stockholder").
The  Collection  Agent  hereby  further  acknowledges  that it shall  be  solely
responsible for distributing  any payments  received from the Company in respect
of this Note to the Labtec Stockholders on a pro rata basis and hereby agrees to
make such distributions.

         4. Expenses of  Collection.  The Company  shall pay or reimburse,  upon
demand,  any and all  reasonable  costs and expenses  incurred by the Collection
Agent,  whether  directly or indirectly,  in connection with the enforcement and
collection  of  this  Note,   including  (without   limitation)  the  reasonable
disbursements, expenses and fees of counsel to the Collection Agent.

         5. Waiver.  No waiver of any  obligation of the Company under this Note
shall be

                                      -5-
<PAGE>

effective unless it is in a writing signed by the Collection  Agent. A waiver by
the  Collection  Agent of any right or remedy  under  this Note on any  occasion
shall not be a bar to  exercise  of the same  right or remedy on any  subsequent
occasion or of any other right or remedy at any time.

         6. Notice. Any notice required or permitted under this Note shall be in
writing  and  shall be deemed to have  been  given on the date of  delivery,  if
personally delivered or sent by electronic  facsimile  transmission to the party
to whom notice is to be given, or on the next business day, if sent by overnight
courier  service,  or on the third business day after mailing,  if mailed to the
party  to whom  notice  is to be  given,  or on the  next  business,  if sent by
overnight courier service,  by first-class mail, postage prepaid,  and addressed
as follows:

if to the Company, at

The Boott Mills
100 Foot of John Street
Lowell, Massachusetts 01852-1126

if to the Collection Agent, at


or, in each case, to the most recent address, specified by written notice, given
to the sender pursuant to this paragraph.

         7. Waiver by Company.  The Company hereby expressly waives presentment,
demand, and protest, notice of demand, dishonor and nonpayment of this Note, and
all other  notices  or  demands  of any kind in  connection  with the  delivery,
acceptance,  performance,  default or enforcement hereof, and hereby consents to
any delays,  extensions of time, renewals,  waivers or modifications that may be
granted or consented to by the holder hereof with respect to the time of payment
or any other provision hereof.

         8. Severability. In the event any one or more of the provisions of this
Note shall for any reason be held to be invalid,  illegal or  unenforceable,  in
whole or in part or in any respect,  or in the event that any one or more of the
provisions  of this Note operate or would  prospectively  operate to  invalidate
this Note, then and in any such event,  such  provision(s)  only shall be deemed
null and void and shall not  affect  any  other  provision  of this Note and the
remaining  provisions of this Note shall remain  operative and in full force and
effect and in no way shall be affected, prejudiced, or disturbed thereby.

         9.  Governing  Law.  This Note shall be governed by and  construed  and
enforced in accordance with the laws of the Commonwealth of Massachusetts.

         10.  Successors  and  Assignment.  This Note  shall not be  negotiable,
transferable  or  assignable  by the  Company,  whether by  operation  of law or
otherwise, except with the written

                                      -6-

<PAGE>

consent of the Collection Agent. The Collection Agent may negotiate, transfer or
assign this Note, or any or all of its rights, interests,  duties or obligations
hereunder,  in its sole  and  absolute  discretion.  Subject  to the  foregoing,
whenever  reference  is made to any  party,  such  reference  shall be deemed to
include the successors, assigns and legal representatives of such party.

                                      SPACETEC IMC
                                      CORPORATION


                                      By: /s/ George R. Rea
                                          --------------------------------------
                                           Acting Chief Executive Officer


ATTEST:


/s/ Bryan P. Lord
-------------------------------


ACKNOWLEDGED AND AGREED:

Sun Capital Partners, Inc.

By: /s/ Marc J. Leder
    ---------------------------

Title:
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