EXHIBIT 10.11

               SECOND AMENDMENT AND AGREEMENT TO AMEND AND RESTATE


                  SECOND  AMENDMENT  AND  AGREEMENT  TO AMEND AND RESTATE  (this
"Agreement"),  dated as of February 17, 1999, among Labtec Inc.  (formerly known
as Labtec Enterprises, Inc.) (the "Borrower"), the lending institutions party to
the Credit  Agreement  referred to below (each a "Bank" and,  collectively,  the
"Banks"),  and Bankers Trust Company,  as Agent (the "Agent").  All  capitalized
terms used herein and not  otherwise  defined  herein shall have the  respective
meanings provided such terms in the Credit Agreement.


                              W I T N E S S E T H:


                  WHEREAS, the Borrower,  the Banks and the Agent are party to a
Credit  Agreement,  dated as of  October  7,  1997  (as  amended,  modified  and
supplemented prior to the date hereof, the "Credit Agreement");

                  WHEREAS,  the  Borrower  and the Banks have  agreed to certain
amendments and consents in connection with the Credit  Agreement,  the terms and
conditions of which are provided herein; and

                  WHEREAS,  the  Borrower  and the Banks have agreed that if and
when the Merger referred to below is consummated,  the Credit  Agreement will be
amended and restated as provided herein;

                  NOW, THEREFORE, it is agreed:

I.       Consent to Merger;  Agreement to Amend and Restate.

                  1.  Notwithstanding  anything to the contrary contained in the
Credit  Agreement,  the Banks  hereby  agree  that the  Borrower  may merge (the
"Merger") with SIMC Acquisition  Corporation  ("SIMC"),  a newly-formed,  direct
Wholly-Owned  Subsidiary  of  Spacetec  IMC  Corporation  ("Spacetec"),  on  the
following terms and conditions:

                  (a) the Borrower is the surviving  corporation  of the Merger,
         and at all times after the Merger the Borrower is a direct Wholly-Owned
         Subsidiary of Spacetec;

                  (b) the Merger is consummated substantially in accordance with
         the  Amended and  Restated  Agreement  and Plan of Merger,  dated as of
         October  21, 1998 and amended  and  restated as of November  13,  1998,
         among  Spacetec,  SIMC and the  Borrower,  and in  accordance  with all
         applicable laws;

                  (c) prior to the  consummation of the Merger,  the Banks shall
         have  received  (i) an  unaudited  pro forma  balance  sheet of each of
         Spacetec  and of the  Borrower,  in each case as of the fiscal  quarter
         ended  September 30, 1998 (but giving  effect to the Merger),  and (ii)
         financial   projections   for  Spacetec  and  the  Borrower  and  their
         respective  Subsidiaries  after giving effect to the Merger,  which pro
         forma balance sheets and financial projections shall be

                                       -1-



<PAGE>

         satisfactory  to the Agent and the Required Banks (it being  understood
         and agreed that the pro forma balance sheets and financial  projections
         delivered  to the  Banks  prior  to the  Agreement  Effective  Date are
         satisfactory);

                  (d)      the  Merger  is  permitted  under  the  terms  of the
         Subordinated Financing Documents; and

                  (e)      immediately following the consummation of the Merger:

                        (i) Spacetec  shall  transfer  all of its assets  (other
                  than  cash,   Cash   Equivalents  and  capital  stock  of  its
                  Subsidiaries) and all of its liabilities  (other than pursuant
                  to the Merger Notes) to a  newly-formed,  direct  Wholly-Owned
                  Subsidiary   of   Spacetec   other  than  SIMC  (such   direct
                  Wholly-Owned Subsidiary, "Spacetec Sub");

                       (ii)  Spacetec  shall execute and deliver to the Agent an
                  Acknowledgment in the form of Annex A attached hereto;

                      (iii)  Spacetec Sub shall execute and deliver to the Agent
                  a  Subsidiary  Guaranty in the form of Exhibit H to the Credit
                  Agreement;

                       (iv)  Spacetec and Spacetec Sub shall execute and deliver
                  to the Agent counterparts of the Pledge Agreement and Security
                  Agreement  in the form of Exhibits F and G,  respectively,  to
                  the Credit Agreement;

                        (v) all actions shall be taken,  to the  satisfaction of
                  the Agent, to perfect the security  interests in the assets of
                  Spacetec and Spacetec Sub created  under the Pledge  Agreement
                  and the Security Agreement;

                       (vi) the Agent shall  receive an opinion  from counsel to
                  Spacetec and Spacetec Sub in form and  substance  satisfactory
                  to the Agent;

                      (vii) Spacetec and Spacetec Sub shall deliver to the Agent
                  Officers'  Certificates in the form of Exhibit E to the Credit
                  Agreement,   with  appropriate   insertions  and  attachments,
                  together  with any other  documents of the type referred to in
                  Section  5.05(b)  of the  Credit  Agreement  requested  by the
                  Agent; and

                      (viii)the   Borrower   shall  make  a  prepayment  of  the
                  principal of the Term Loans of at least $7,000,000.

                  2. Effective concurrently with the consummation of the Merger,
the  Borrower,  the Banks and the Agent hereby  agree that the Credit  Agreement
will be amended and  restated to appear in its  entirety as set forth in Annex B
hereto as shall be deemed to be so amended and restated

                                       -2-


<PAGE>

without any further action by the parties hereto.

                  3. Effective concurrently with the consummation of the Merger,
Exhibits F, G and H to the Credit  Agreement are hereby  amended and restated to
appear in their entirety as set forth in Exhibits F, G and H hereto.

                  4. Effective concurrently with the consummation of the Merger,
the  Credit  Agreement  is hereby  further  amended  by adding a new Annex  XIII
thereto in the form of Annex XIII hereto.

                  5.  Notwithstanding  anything to the contrary contained in the
Credit  Agreement,  the Banks  hereby agree that  monthly  financial  statements
required to be delivered to the Banks pursuant to Section  7.01(a) of the Credit
Agreement  for  the  month  of  December,  1998,  and  the  quarterly  financial
statements  required to be delivered to the Banks pursuant to Section 7.01(b) of
the Credit  Agreement  for the quarter  ended  December 31,  1998,  shall not be
required to be delivered until February 26, 1999.

II.      Miscellaneous.

                  1. In order to induce the Banks to enter into this  Agreement,
the Borrower  hereby  represents  and  warrants  that (i) no Default or Event of
Default  exists as of the  Agreement  Effective  Date (as defined  below)  after
giving effect to this Agreement and (ii) on the Agreement  Effective  Date, both
before  and after  giving  effect to this  Agreement,  all  representations  and
warranties  contained in the Credit  Agreement or in the other Credit  Documents
are true and  correct in all  material  respects,  unless  stated to relate to a
specific earlier date, in which case such  representations  and warranties shall
be true and correct in all material respects as of such earlier date.

                  2. This  Agreement  shall  become  effective  on the date (the
"Agreement Effective Date") when the Borrower,  the Agent and the Required Banks
shall  have  signed  a  counterpart   hereof  (whether  the  same  or  different
counterparts)   and  shall  have  delivered   (including  by  way  of  facsimile
transmission) the same to the Agent at its Notice Office.

                  3.  This  Agreement  is  limited  as  specified  and shall not
constitute a  modification,  acceptance or waiver of any other  provision of the
Credit Agreement or any other Credit Document.

                  4.  This   Agreement   may  be   executed  in  any  number  of
counterparts and by the different parties hereto on separate counterparts,  each
of which counterparts when executed and delivered shall be an original,  but all
of which shall together  constitute one and the same instrument.  A complete set
of counterparts shall be lodged with the Borrower and the Agent.

                  5. All  references  in the  Credit  Agreement  and each of the
Credit Documents to the Credit Agreement shall be deemed to be references to the
Credit Agreement after giving effect

                                       -3-


<PAGE>

to this Agreement.

                  6.  THIS  AGREEMENT  AND THE  RIGHTS  AND  OBLIGATIONS  OF THE
PARTIES HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS
OF THE STATE OF NEW YORK.

                                      * * *

                                       -4-


<PAGE>

                  IN WITNESS  WHEREOF,  each of the parties  hereto has caused a
counterpart  of this  Agreement to be duly executed and delivered as of the date
hereof.


                                   LABTEC INC.



                                   By: /s/ Robert Wick
                                       -----------------------------------------
                                       Name: Robert Wick
                                       Title:  President



                                   BANKERS TRUST COMPANY, individually
                                       and as Agent



                                   By: /s/ Mary Kay Coyle
                                       -----------------------------------------
                                       Name: Mary Kay Coyle
                                       Title:  Managing Director



                                   LASALLE NATIONAL BANK



                                   By: /s/ F. Ward Nixon
                                       -----------------------------------------
                                       Name: F. Ward Nixon
                                       Title:  Senior Vice President



                                   ARCHIMEDES FUNDING L.L.C
                                   By: ING CAPITAL ADVISORS INC.,
                                         as Collateral Manager



                                   By: /s/ Helen Y. Rhee
                                       -----------------------------------------
                                       Name:  Helen Y. Rhee
                                       Title: Vice President & Portfolio Manager


<PAGE>

                                   VAN KAMPEN
                                       PRIME RATE INCOME TRUST



                                   By: /s/ Jeffrey W. Maillet
                                       -----------------------------------------
                                       Name: Jeffrey W. Maillet
                                       Title:  Senior Vice President & Director

<PAGE>
                                                                      ANNEX XIII
                                                                      ----------

              Charges to be excluded in computing Consolidated EBIT


<TABLE>
<CAPTION>
----------------------------------------------------------|-------------------------------------------|
                                                          |                                           |
                       Amount/Description                 |             Period in which taken         |
                       ------------------                 |             ---------------------         |
<S>  <C>                                                  |     <C>                                   |
1.      $210,000 - Addition to Bad Debt Reserve           |        Quarters ending 12/31/98 and/or    |
                                                          |        3/31/99                            |
2.      $500,000 - Addition to Inventory Reserve          |        Quarters ending 12/31/98 and/or    |
                                                          |        3/31/99                            |
3.      $290,000 - Addition to Reserve for Credits and    |        Quarters ending 12/31/98 and/or    |
                   Allowances                             |        3/31/99                            |
                                                          |                                           |
4.      $1,000,000 - Restructuring Reserves in connection |        Quarters ending 12/31/98, 3/31/99, |
                     with the SIMC Merger                 |        6/30/99, 9/30/99 and/or 12/31/99   |
----------------------------------------------------------|-------------------------------------------|
</TABLE>

<PAGE>
                                                                         ANNEX A
                                                                         -------
                                 ACKNOWLEDGMENT


                  ACKNOWLEDGMENT  (the  "Acknowledgment"),  dated as of February
17,  1999  between  Spacetec  IMC  Corporation  ("Spacetec"),   a  Massachusetts
corporation, and Bankers Trust Company, as Agent for the Banks. Unless otherwise
defined herein, all capitalized terms used herein and defined in the Amended and
Restated Credit Agreement referred to below are used herein as so defined.


                              W I T N E S S E T H:


                  WHEREAS,  Labtec Inc.  (formerly known as Labtec  Enterprises,
Inc.), a Delaware  corporation (the "Borrower"),  the lending  institutions from
time to time party thereto (the "Banks"),  and Bankers Trust  Company,  as Agent
(the "Agent") have entered into a Credit Agreement,  dated as of October 7, 1997
(as amended, modified or supplemented from time to time, the "Credit Agreement")
providing  for the  making of Loans to the  Borrower  and the  issuance  of, and
participation  in,  Letters of Credit for the  account of the  Borrower,  all as
contemplated therein;

                  WHEREAS,  on the date hereof, (i) the Borrower is merging with
a  Wholly-Owned  Subsidiary  of Spacetec and (ii) the Credit  Agreement is being
amended and restated to, among other things, include Spacetec as a party thereto
(the Credit  Agreement,  as so amended and  restated,  the "Amended and Restated
Credit Agreement");

                  WHEREAS,  subject to the terms and conditions set forth below,
the  parties  hereto  desire  that  Spacetec  become a party to the  Amended and
Restated Credit Agreement as "Holdings" referred to therein;

                  NOW, THEREFORE, it is agreed:

                  1. Holdings hereby expressly assumes all rights,  obligations,
duties and liabilities of Holdings under the Credit Agreement.

                  2.  Upon  the  effectiveness  of  this   Acknowledgment,   all
references  in  the  Credit  Agreement  to  "Holdings"  shall  be  deemed  to be
references to Spacetec.

                  3. To  induce  the Agent to enter  into  this  Acknowledgment,
Spacetec hereby represents, warrants and agrees as follows:

                  (a) on the date hereof and after giving  effect to  Spacetec's
         execution and delivery of this Acknowledgment,  all representations and
         warranties  contained  in each of the  Credit  Documents  are  true and
         correct in all material  respects and no Default or Event of Default is
         in existence; and








<PAGE>

                                                                         ANNEX A
                                                                          Page 2

              (b) on and  after the date  hereof,  Spacetec  will  fully and
         faithfully perform all obligations  (including payment  obligations and
         compliance   with  all  covenants)  of  "Holdings"   under  the  Credit
         Agreement.

                  4. This  Acknowledgment  shall become effective as of the date
first above written,  when each of the parties hereto shall have executed a copy
hereof and shall have delivered the same to the Agent.

                  5.  This  Acknowledgment  may be  executed  in any  number  of
counterparts and by the different parties hereto on separate counterparts,  each
of which when so executed and delivered  shall be an original,  but all of which
shall  constitute one and the same  instrument.  A complete set of  counterparts
shall be lodged with Spacetec and the Agent.


                  6. THIS  ACKNOWLEDGMENT  AND THE RIGHTS AND OBLIGATIONS OF THE
PARTIES  HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW
OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO THE CONFLICT OF LAW PRINCIPLES
THEREOF.

                                      * * *

<PAGE>

                  IN WITNESS  WHEREOF,  each of the parties  hereto has caused a
counterpart of this  Acknowledgment  to be duly executed and delivered as of the
date first above written.



                                             SPACETEC IMC CORPORATION



                                             By: /s/ George R. Rea
                                                 -------------------------------
                                                 Name:
                                                 Title:


                                             BANKERS TRUST COMPANY,
                                                as Agent


                                             By: /s/ Mary Kay Coyle
                                                 -------------------------------
                                                 Name:   Mary Kay Coyle
                                                 Title:  Managing Director