EXHIBIT 10.1

             FIRST AMENDMENT TO AGREEMENT AND PLAN OF REORGANIZATION



    THIS FIRST AMENDMENT TO AGREEMENT AND PLAN OF  REORGANIZATION  ("Agreement")
is entered  into as of this 5th day of May 1998,  by and among  CARDIAC  CONTROL
SYSTEMS, INC., a Delaware corporation  ("Parent"),  CCS SUBSIDIARY,  INC., a New
Jersey corporation and wholly-owned  subsidiary of Parent  ("Acquisition  Sub"),
and ELECTRO- CATHETER CORPORATION, a New Jersey corporation ('Company").

                                R E C I T A L S:

    WHEREAS,  Parent,  Acquisition Sub and the Company entered into that certain
Agreement  and  Plan  of  Reorganization  dated  as of  January  20,  1998  (the
"Reorganization  Agreement";  terms used herein and as otherwise  defined  shall
have the meanings given to them in the Reorganization Agreement); and

    WHEREAS,  the  parties  desire  to  remove  the  ability  to  waive  certain
conditions to the Closing and the consummation of the Merger; and

    WHEREAS,  due to changes in market  conditions  the parties desire to change
the Exchange Ratio; and

    WHEREAS,  Parent desires to reorganize  through a holding company  structure
pursuant  to  Section  251(g)  of the  General  Corporation  Law of the State of
Delaware,   whereby  Parent  would  form  a  direct,   wholly-owned   subsidiary
("Holdings"),  which  will form a  direct,  wholly-owned  subsidiary  ("Holdings
Merger Sub"),  whereby Merger Sub will merge with and into Parent so that Parent
will become a direct, wholly-owned subsidiary of Holdings; and

    WHEREAS,  in order to obtain the  required  financing  for the  Merger,  the
Company  shall  issue   approximately   2,500,000  shares  of  Common  Stock  to
prospective  investors immediately prior to the Effective Time of the Merger and
such shares of the Company Common Stock will be exchanged for shares of Holdings
common stock at the same ratio as all other  shares of the Company  Common Stock
are exchanged for shares of Holdings common stock (the "Financing Shares"); and

    WHEREAS,  the Company shareholders shall no longer exchange their issued and
outstanding  shares of Common  Stock for  shares  of Parent  Common  Stock,  but
instead  shall  exchange  such shares for shares of Holdings  common stock at an
applicable  ratio  which  shall  result  in  the  Company  shareholders  holding
approximately 71% of the issued and outstanding  shares of Holdings common stock
other  than  the  Financing  Shares  (the  "Non-Financing   Shares"),   and  the
shareholders of Parent will hold the remaining  approximately  29% of the issued
and outstanding shares of Holdings Common Stock other than the Financing Shares;
and

    WHEREAS,  subsequent  to the  Effective  Time of the Merger,  Holdings  will
effectuate  a  reverse  stock  split at a 1 for 5 ratio  whereby  the  number of
Non-Financing  Shares  will be reduced to  approximately  1.8  million,  and the
number of Financing Shares will be reduced to approximately 500,000; and

    WHEREAS,  all Company Options,  Company Warrants and conversion  rights: (1)
shall be converted into options,  warrants and  conversion  rights for shares of
Holdings  common  stock and will be added to the capital  structure of Holdings;
(2) shall be adjusted in regards to the number and exercise  price in accordance
to the same exchange ratio as the Company's  Common Stock;  (3) shall be subject
to the same reverse stock split ratio as the Holdings common stock;  and (4) are
not  included in the Company  shareholders'  71%  interest in shares of Holdings
outstanding common stock; and

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    WHEREAS,  the parties hereby agree to amend the Reorganization  Agreement to
effectuate the foregoing in accordance with the terms set forth herein below.

    NOW, THEREFORE, for the reasons set forth hereinbelow,  and in consideration
of  the  mutual   promises   contained   herein  and  other  good  and  valuable
consideration,  the receipt and sufficiency of which is hereby acknowledged, the
parties hereby agree as follows:

    1. The first  paragraph  on the first page shall be deleted in its  entirety
and replaced with the following:

       The Boards of Directors of Parent,  Acquisition  Sub and the Company have
    each duly  approved and adopted this  Agreement  and Plan of  Reorganization
    (this  "Agreement"),  the plan of  merger  (the  "Plan of  Merger")  and the
    proposed  merger of Acquisition  Sub with and into the Company in accordance
    with  this  Agreement,  the  Plan of  Merger  and the  New  Jersey  Business
    Corporation Act (the "New Jersey Statute"), whereby, among other things, the
    issued  and  outstanding  shares of common  stock,  $.10 par  value,  of the
    Company (the "Company Common  Stock"),  will be exchanged and converted into
    shares of common stock,  $.10 par value, of a to be organized parent holding
    company of Parent  ("Holdings")  (the "Holdings Common Stock") in the manner
    set forth in Article II hereof and in the Plan of Merger, upon the terms and
    subject  to the  conditions  set  forth  in this  Agreement  and the Plan of
    Merger.

    2. Subsection 2.1(b)(iii) shall be deleted in its entirety and replaced with
the following:

    owned by Holdings or any  subsidiary of Holdings,  shall be cancelled and no
    Holdings Common Stock or other  consideration shall be delivered in exchange
    therefore.

    3. Subsection  2.1(c) shall be deleted in its entirety and replaced with the
following:

       Subject to Section  2.2,  each share of Company  Common  Stock issued and
    outstanding  immediately  prior to the  Effective  Time  (other  than shares
    cancelled  pursuant  to  Section  2.1(b))  shall  be  deemed  cancelled  and
    converted  into and  shall  represent  the  right to  receive  one  share of
    Holdings  Common Stock in accordance  with Section 2.2. For  convenience  of
    reference,  the  shares  of  Holdings  Common  Stock to be  issued  upon the
    exchange and  conversion  of Company  Common Stock in  accordance  with this
    Section  2.1(c) are sometimes  hereinafter  collectively  referred to as the
    "Merger Shares".

    4. Subsection 2.1(d) shall be deleted in its entirety.

    5. For purposes of Sections  2.2(a) - (g),  3.4(ii),  4.4(ii),  5.2, 6.5 and
6.16,  all references to the defined phrase Parent Common Stock shall be deleted
in their entirety and replaced with the phrase Holdings Common Stock.

    6. For purposes of Sections 2.2(a) - (g),  3.4(ii),  4.4(ii),  5.2 and 6.16,
all references to the defined word Parent shall be deleted in their entirety and
replaced with the word Holdings.

    7. The first  sentence of Section 2.3 shall be deleted in its  entirety  and
replaced with the following:

       At the Effective  Time,  each of the Company's then  outstanding  Company
    Warrants,  Company Options and conversion rights (whether or not exercisable
    at the  Effective  Time) by virtue of the Merger  and  without  any  further
    action on the part of the holder  thereof,  shall be assumed by Holdings and
    automatically  converted,  on the same  terms,  into a  warrant,  option  or
    conversion right to purchase a number of shares of Holdings Common Stock (to
    be registered  shares to the extent the option,  warrant or conversion right

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    holder is, by the terms of the Company  option plan,  warrant or  conversion
    right in effect, entitled upon exercise of the option, warrant or conversion
    right, to receive registered stock) equal to the number of shares of Company
    Common  Stock  covered  by  such  Company  Warrants,   Company  Options  and
    conversion  rights  immediately  prior to the Effective Time, at an exercise
    price per share of  Holdings  Common  Stock equal to the  exercise  price in
    effect under such Company  Warrants,  Company  Options or conversion  rights
    immediately  prior to the Effective Time.

    8.  The reference to Section 7.8 in the second sentence of Section 6.2 shall
be deleted.

    9.  Section  6.16 shall be deleted in its  entirety  and  replaced  with the
following:

       PREFERRED STOCK;  SECURED PROMISSORY NOTE. Holdings and The T Partnership
    agree that: (a) the designation of Series A Preferred Stock of the Surviving
    Corporation,  which shall be convertible  into the shares of Holdings Common
    Stock at a conversion  price equal to the product of 120%  multiplied by the
    price per share of the common  stock of  Holdings  used as the basis for the
    consideration  given  (either  in the  form of  issued  stock,  if  any,  or
    warrants,  provided the exercise  price of the warrant  reflects the current
    market  value of common  stock,  or  otherwise)  in exchange for any capital
    raised pursuant to Section 7.7 of this  Agreement,  shall be as set forth in
    Exhibit 1.4 attached  hereto,  and such number of shares of Preferred  Stock
    having a liquidation value equal to $1,000,000 of the Company's indebtedness
    outstanding and due to The T Partnership at the time of the Closing shall be
    issued in redemption of $1,000,000 of such indebtedness;  (b) Holdings shall
    execute a conditional  note for the benefit of The T Partnership in the form
    set forth in Exhibit 6.16(b) attached hereto; and (c) Holdings shall execute
    a secured  promissory  note in an amount  not to  exceed  $1,300,000,  which
    amount shall include  interest up through  Closing on the Company's  current
    indebtedness  to The T  Partnership,  but such amount  shall not include any
    amount  described  under Section  9.13(b) which shall be payable at Closing,
    substantially in the form set forth in Exhibit 6.16(c) attached hereto.

    10.  The  introductory  phrase  under  ARTICLE  VII shall be  deleted in its
entirety and replaced with the following:

       The  obligations  of each Party to perform this Agreement and the Plan of
    Merger and to consummate the  transactions  contemplated  hereby and thereby
    will be subject to the satisfaction of the following conditions:

    11.  Section  7.1 shall be deleted in its  entirety  and  replaced  with the
following:

       STOCKHOLDER APPROVAL.  This Agreement,  the Plan of Merger and the Merger
    shall have been  approved  and adopted by at least  two-thirds  (2/3) of the
    outstanding shares voting of the Company Common Stock.

    12.  Section  7.6 shall be deleted in its  entirety  and  replaced  with the
following:

       BID PRICE RATIO.  The ratio of the closing bid price of a share of Parent
    Common  Stock to a share of Company  Common  Stock shall not be greater than
    2.00 nor less than .50 based on the  average of  closing  bid prices for any
    ten (10) day period ending on and  including  the second NASDAQ  trading day
    immediately  preceding  the  Closing  Date and  rounding  the result of such
    average to the nearest 1/100ths.

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<PAGE>

    13. Section 7.8 shall be inserted and read as follows:

       HOLDING COMPANY REORGANIZATION.  Immediately prior to the Effective Time,
    Parent shall  reorganize  through a holding  company  structure  pursuant to
    Section 251(g) of the General  Corporation  Law of the State of Delaware and
    an  Agreement  of Merger  substantially  in the form of Exhibit 7.8 attached
    hereto,   whereby  Parent  would  form  a  direct,   wholly-owned   Delaware
    subsidiary,  which will also form a direct, wholly-owned Delaware subsidiary
    ("Holdings Merger Sub") whereby Holdings Merger Sub will merge with and into
    Parent so that  Parent  will  become a direct,  wholly-owned  subsidiary  of
    Holdings.

    14. Introductory phrase to ARTICLE VIII shall be deleted in its entirety and
replaced with the following:

       The obligations of Parent to perform this Agreement and to consummate the
    transactions  contemplated  hereby and of  Acquisition  Sub to perform  this
    Agreement  and  the  Plan  of  Merger  and to  consummate  the  transactions
    contemplated  hereby and thereby will be subject to the  satisfaction of the
    following conditions, unless waived by Parent and Acquisition Sub; provided,
    however,  only  non-material  approvals  may be waived under  Section 8.8 by
    Parent and Acquisition Sub:


    15. The  introductory  phrase to ARTICLE IX shall be deleted in its entirety
and replaced with the following:

       The  obligations of the Company to perform this Agreement and the Plan of
    Merger and to consummate the  transactions  contemplated  hereby and thereby
    will be subject to the  satisfaction  of the  following  conditions,  unless
    waived by the Company; provided, however, Sections 9.6, and 9.9 through 9.13
    may not be waived by the Company,  except any  non-material  approvals under
    Section 9.9 may be waived by the Company:

    16.  Section 9.10 shall be deleted in its  entirety  and  replaced  with the
following:

       APPOINTMENT  OF DIRECTORS  The Board of Directors of Holdings  shall have
    taken such  action as shall be  necessary  to expand  the size of  Holdings'
    Board of Directors and to appoint Ervin  Schoenblum and Abraham  Nechemie as
    directors  of Holdings to serve on Holdings'  Board of  Directors  until the
    next annual meeting of the stockholders of Holdings. Holdings shall continue
    to  nominate  such  individuals  at the next  three  (3)  successive  annual
    meetings of the stockholders  immediately  following the next annual meeting
    of the  stockholders  in the  same  manner  and on equal  standing  as other
    director nominees comprising management's slate.

    17.  Section 9.13 shall be deleted in its  entirety  and  replaced  with the
following:

       COMPANY  INDEBTEDNESS.  Provisions  shall  have been made for  payment at
    Closing of indebtedness of the Company:  (a) which is due at Closing to SSSG
    for reasonable  attorneys' fees and expenses;  and (b) which may be incurred
    subsequent to May 1, 1998 in an amount of $100,000, or any greater amount as
    agreed to by the Company and Parent in writing, for the purpose of operating
    capital pending completion of the Merger, and owed to The T Partnership.

    18. The date set forth in Sections  11.1(b)(i)  and 11.1(c) shall be changed
from May 1, 1998 to August 14, 1998.

    19. The Section reference set forth in the proviso of the second sentence in
Section 11.2 shall be changed from 10.1(d) to 10.1(b).

    20. The  following  shall be  inserted  after the first  sentence of Section
12.6:

        Without  limiting the  foregoing,  the rights and  obligations of Parent
   under  this  Agreement  shall be  binding  upon and inure to the  benefit  of
   Holdings.

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    21. Notwithstanding  any  provision in the  Reorganization  Agreement to the
contrary,  each of Parent and the Company  may take such  actions as shall allow
each of them to secure interim  financing in an amount not to exceed $600,000 to
be  used  for  operating   capital  pending   completion  of  the   transactions
contemplated under the Reorganization Agreement;  provided, however, that, prior
to  consummating  such  financing  arrangement,  the material  terms thereof are
disclosed  to the other party and such terms are  reasonably  acceptable  to the
other party,  except that the issuance of convertible  debt securities by Parent
in the amount of $580,000  with an effective  conversion  price per share of not
less than $.30,  or on terms more  favorable  than those  specified,  are hereby
acceptable to the Company and such a financing arrangement may be consummated by
Parent without  further  disclosure or consent.  No action on the part of either
party in securing  financing  contemplated  by this  Agreement and in accordance
herewith shall result in a breach of the Reorganization  Agreement or constitute
default under such  Reorganization  Agreement and each party hereby  consents to
such  actions by the other  party.  Parent and the  Company  shall cause each of
their respective  Disclosure Schedules to be amended to reflect any such interim
financing that they may obtain in accordance with this Agreement.

    22.  Sections  3.8 and  3.14 of the  Company  Disclosure  Schedule  shall be
amended to reflect the settlement of the Ternyila Judgment.

    23. All Exhibits and the Glossary to the  Reorganization  Agreement shall be
amended to reflect the  amendments  to the  Reorganization  Agreement  set forth
herein.

    24.  Except  to  the  extent  amended  hereby,  all  terms,  provisions  and
conditions  of the  Reorganization  Agreement  shall  continue in full force and
effect  and shall  remain  enforceable  and  binding  in  accordance  with their
respective terms.

    IN  WITNESS  WHEREOF,  each of the  parties  hereto  has  caused  this First
Amendment to Agreement and Plan of  Reorganization  to be executed on its behalf
as of the day and year first above written.


                                             CARDIAC CONTROL SYSTEMS, INC.


                                           By:________________________________
                                                Alan J. Rabin, President


                                                     CCS SUBSIDIARY, INC.


                                           By:________________________________
                                                Alan J. Rabin, President


                                              ELECTRO-CATHETER CORPORATION


                                            By:________________________________
                                              Ervin Schoenblum, Acting President







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    The T Partnership  hereby  executes this  Agreement for the limited and sole
purpose  amending  its  obligations  under  Section  6.16 of the  Reorganization
Agreement as set forth in Section 9 above.


                                                THE T PARTNERSHIP, LLP


                                           By:________________________________
                                               Name:
                                               Its:





 
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