EXHIBIT 3.2

                                                          FEDERAL IDENTIFICATION
                                                          NO.   04-3116697

                        The Commonwealth of Massachusetts
                             William Francis Galvin
                          Secretary of the Commonwealth
              One Ashburton Place, Boston, Massachusetts 02108-1512

                              ARTICLES OF AMENDMENT
                    (General Laws, Chapter 156B, Section 72)

We,                  George Rea                       *Acting President,
     _______________________________________________ ,

and                   John M. Hession                  Assistant Clerk,
     _______________________________________________ ,

of             Spacetec IMC Corporation
     __________________________________________________________________,
                           (Exact name of corporation)

located at  The Boott Mills, 100 Foot of John Street, Lowell, MA  01852-1126,
          ______________________________________________________________________
                (Street address of corporation in Massachusetts)

certify that these Articles of Amendment affecting articles numbered:

                                  I, III and IV
--------------------------------------------------------------------------------
          (Number those articles 1, 2, 3, 4, 5 and/or 6 being amended)

of the Articles of Organization  were duly adopted at a meeting held on February
17, 1999, by vote of:

           3,752,263 shares of Common Stock of 6,846,993 shares outstanding,
                         (type, class & series, if any)

          __________ shares of ___________  of_________  shares outstanding, and
                         (type, class & series, if any)

          __________ shares of ___________  of_________  shares outstanding,
                         (type, class & series, if any)

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


*Delete the inapplicable words.             **Delete the inapplicable clause.
1 For amendments adopted pursuant to Chapter 156B, Section 70.
2 For amendments adopted pursuant to Chapter 156B, Section 71.
Note:  If the  space  provided  under  any  article  or  item  on  this  form is
insufficient,  additions  shall be set forth on one side only ofseparate 8 1/2 x
11 sheets of paper with a left margin of at least 1 inch. Additions to more than
one article may be made on a single sheet so long as each article requiring each
addition is clearly indicated.



<PAGE>


To change the number of shares and the par value (if any) of any type,  class or
series of stock  which  the  corporation  is  authorized  to issue,  fill in the
following:

The total presently authorized is:


<TABLE>
<CAPTION>

            WITHOUT PAR VALUE STOCKS                                      WITH PAR VALUE STOCKS
-----------------|--------------------------|------------------|---------------------|----------------
      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>


Change the total authorized to:
<TABLE>
<CAPTION>

            WITHOUT PAR VALUE STOCKS                                      WITH PAR VALUE STOCKS
-----------------|--------------------------|------------------|---------------------|----------------
      TYPE       |      NUMBER OF SHARES    |         TYPE     |   NUMBER OF SHARES  |    PAR VALUE
-----------------|--------------------------|------------------|---------------------|----------------
<S>               <C>                         <C>                     <C>          <C>
Common:          |                          |    Common:       |        25,000,000   | $.01 per share
                 |                          |                  |                     |
Preferred:       |                          |    Preferred:    |         1,000,000   | $.01 per share
------------------------------------------------------------------------------------------------------
</TABLE>

                                      -2-
<PAGE>

That Article I of the Restated Articles of Organization,  as amended, be deleted
in their entirety, and replaced with the following:

"Article I        The name of the corporation is: Labtec Inc."

That Article III of the Amended and Restated Articles of Organization be deleted
in their entirety, and replaced with the following:

"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 STOCKS                                      WITH PAR VALUE STOCKS
-----------------|--------------------------|------------------|---------------------|----------------
      TYPE       |      NUMBER OF SHARES    |         TYPE     |   NUMBER OF SHARES  |    PAR VALUE
-----------------|--------------------------|------------------|---------------------|----------------
<S>               <C>                         <C>                     <C>          <C>
Common:          |                          |    Common:       |        25,000,000   | $.01 per share
                 |                          |                  |                     |
Preferred:       |                          |    Preferred:    |         1,000,000   | $.01 per share
------------------------------------------------------------------------------------------------------
</TABLE>

         Upon the filing of these  Articles of Amendment  with the  secretary of
State of the  Commonwealth  of  Massachusetts,  each  three (3) shares of Common
Stock of the  Corporation,  $.01 par value per share (the "Old  Common  Stock"),
issued and  outstanding or held in the treasury of the  Corporation  immediately
after the  filing  of the  Certificate  of Merger on behalf of SIMC  Acquisition
Corporation,  a wholly-owned  subsidiary of the  Corporation,  into Labtec Inc.,
shall be consolidated and combined into one (1) share of Common Stock.

         Each holder of record of a certificate or certificates  for one or more
shares  of the  Old  Common  Stock  shall  be  entitled  to  receive  as soon as
practicable,  upon surrender of such certificate,  a certificate or certificates
representing  the largest  whole  number of shares of Common Stock to which such
holder shall be entitled pursuant to the provisions of the immediately preceding
paragraph. Any certificate for one or more shares of the Old Common Stock not so
surrendered  shall be deemed to represent one share of the Common Stock for each
three  (3)  shares  of the  Old  Common  Stock  previously  represented  by such
certificate.  No  fractional  shares of Common  Stock  shall be issued upon such
reverse  stock  split;  any holder who would  otherwise be entitled to receive a
fractional  share will instead receive cash equal to the average market value of
the Old Common  Stock for the five most  recent  days that  Spacetec  has traded
ending on the trading day immediately  prior to the date on which these Articles
of  Amendment  were filed with the  Secretary  of State of the  Commonwealth  of
Massachusetts."

That the first  paragraph of Article IV of the Amended and Restated  Articles of
Organization be deleted in their entirety, and replaced with the following:

"Article IV     The total number of shares of all classes of capital stock which
the Corporation shall be authorized to issue is twenty-six million (26,000,000)
shares, consisting of twenty-five million (25,000,000) shares of Common Stock,
$.01 par value per share (the "Common Stock"), and one million (1,000,000)
shares of Preferred Stock, $.01 par value per share (the "Preferred Stock"),"
                                      -3-

<PAGE>






 The  foregoing  amendment(s)  will  become  effective  when these  Articles  of
Amendment are filed in accordance  with General  Laws,  Chapter 156B,  Section 6
unless  these  articles  specify,  in  accordance  with  the vote  adopting  the
amendment,  a later  effective date not more than thirty days after such filing,
in which event the amendment will become effective on such later date.

Later effective date:                                              .

SIGNED UNDER THE PENALTIES OF PERJURY, this 17th day of February, 1999,

/s/  George Rea
__________________________________________ , *Acting President,
George Rea


/s/  John M. Hession
 _________________________________________ , *Assistant Clerk.
John M. Hession

         *Delete the inapplicable words.

                                      -4-


<PAGE>



                        THE COMMONWEALTH OF MASSACHUSETTS

                              ARTICLES OF AMENDMENT
                    (General Laws, Chapter 156B, Section 72)



                I hereby approve the within Articles of Amendment
                and,  the filing  fee in the amount of $ having  been
                paid,  said  articles  are  deemed to have been filed
                with me this day of 19 .


                Effective date:_____________________________________




                             WILLIAM FRANCIS GALVIN
                          Secretary of the Commonwealth









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

                         Parker Chapin Flattau & Klimpl
                         1211 Avenue of Americas
                         New York, NY  10036
                         Attn:  Mark S. Hirsch


                                      -5-
<PAGE>



                                                          FEDERAL IDENTIFICATION
                                                          NO.     04-311-6697

                        The Commonwealth of Massachusetts
                             William Francis Galvin
                          Secretary of the Commonwealth
              One Ashburton Place, Boston, Massachusetts 02108-1512

                 CERTIFICATE OF CHANGE OF DIRECTORS OR OFFICERS
                        OF DOMESTIC BUSINESS CORPORATIONS
                    (General Laws, Chapter 156B, Section 53)


I,       Rodger R. Krouse                              , *Clerk
    ___________________________________________________

of      Labtec Inc. (f/k/a Spacetec IMC Corporation)
    ___________________________________________________
                           (Exact name of corporation)

having a principal office at
               The Boott Mills, 100 Foot of John St., Lowell, MA 01852         ,
 ------------------------------------------------------------------------------
                (Street address of corporation in Massachusetts)

certify that pursuant to General Laws, Chapter 156B, Section 53, a change in the
directors  and/or the president,  treasurer and/or clerk of said corporation has
been made and that the name,  residential  address and expiration of term of the
president, treasurer, clerk and each director are as follows:


<TABLE>
<CAPTION>

                         NAME                     RESIDENTIAL ADDRESS         EXPIRATION OF TERM OF
                                                                                     OFFICE

<S>           <C>                      <C>                                <C>
President:      Robert G. Wick           4640 N.W. Valley Street              UNTIL SUCCESSORS ARE
                                         Camas, WA  98607                   DULY ELECTED & QUALIFIED
Treasurer:      Marc J. Leder            12 Bermuda Lake Drive                UNTIL SUCCESSORS ARE
                                         Palm Beach Gardens, FL 33418       DULY ELECTED & QUALIFIED
Clerk:          Rodger R. Krouse         1141 Southwest 19th Ave.             UNTIL SUCCESSORS ARE
                                         Boca Raton, FL  33486              DULY ELECTED & QUALIFIED
</TABLE>
**Assistant Clerk:

Directors:      (SEE ATTACHED LIST)

SIGNED UNDER THE PENALTIES OF PERJURY, THIS 17th day of February, 1999,

/s/ Rodger R. Krouse                                            , Clerk
---------------------------------------------------------------
                  Rodger R. Krouse

*Delete the inapplicable words.
**Please  provide the name and  residential  address of the  assistant  clerk if
he/she is executing this certificate of change.
                                      -6-

<PAGE>


                            Directors of Labtec Inc.


                                                       Expiration of
Name                | Address                       |    Term of Office
--------------------|-------------------------------|---------------------------
J. Grant Jagelman   | 3 Crannook                    | UNTIL SUCCESSORS ARE DULY
                    | Rosebay, New South Wales      | ELECTED & QUALIFIED
                    | AUSTRALIA                     |
                    |                               |
Caroline Merison    | 129 East 69th Street, Apt #3B | UNTIL SUCCESSORS ARE DULY
                    | New York, NY 10021            | ELECTED AND QUALIFIED
                    |                               |
Joseph Pretlow      | 20 Wellington Street, Apt #4  | UNTIL SUCCESSORS ARE DULY
                    | Boston, MA 02118              | ELECTED AND QUALIFIED
                    |                               |
Robert G. Wick      | 4640 N.W. Valley Street       | UNTIL SUCCESSORS ARE DULY
                    | Camas, WA 98607               | ELECTED AND QUALIFIED
                    |                               |
Dennis Gain         | 30 Boren Lane                 | UNTIL SUCCESSORS ARE DULY
                    | Boxforad, MA 01921            | ELECTED AND QUALIFIED
                    |                               |
Geoffrey Rehnert    | 18 Meadowbrook Road           | UNTIL SUCCESSORS ARE DULY
                    | Weston, MA 02193              | ELECTED AND QUALIFIED
                    |                               |
Pat Sullivan        | 438 Howard Street             | UNTIL SUCCESSORS ARE DULY
                    | Northboro, MA 01532           | ELECTED AND QUALIFIED
                    |                               |
Marc Wolpow         | 17 Clark Road                 | UNTIL SUCCESSORS ARE DULY
                    | Wellesley, MA 02481           | ELECTED AND QUALIFIED
                    |                               |
Rodger R. Krouse    | 1141 Southwest 19th Avenue    | UNTIL SUCCESSORS ARE DULY
                    | Boca Raton, FL 33486          | ELECTED AND QUALIFIED
                    |                               |
Marc J. Leder       | 12 Bermuda Lake Drive         | UNTIL SUCCESSORS ARE DULY
                    | Palm Beach Gardens, FL 33418  | ELECTED AND QUALIFIED
                    |                               |
George Rea          | 2262 S.W. Whitemarsh Way      | UNTIL SUCCESSORS ARE DULY
                    | Palm City, FL 34990           | ELECTED AND QUALIFIED
                    |                               |
Bradley Krouse      | 1431 Sandy Circle             | UNTIL SUCCESSORS ARE DULY
                    | Narberth, PA 19072            | ELECTED AND QUALIFIED

                                       -7-