<PAGE>
 
                         CERTIFICATE OF INCORPORATION

                                      OF

                               SUPRAMEDICS, INC.


          1.   The name of the corporation is Supramedics, Inc. 

          2.   The address of its registered office in the State of Delaware is 
No. 100 West Tenth Street, in the City of Wilmington, County of New Castle. The 
name of its registered agent at such address is The Corporation Trust Company.

          3.   The nature of the business or purpose to be conducted or promoted
is to engage in any lawful act or activity for which corporations may be 
organized under the General Corporation Law of Delaware.

          4.   The total number of shares of stock which the corporation shall 
have authority to issue is Five Hundred Thousand (500,000) and the par value of 
each of such shares is One Dollar ($1.00) amounting in the aggregate to Five 
Hundred Thousand Dollars ($500,000).

          5.   The name and mailing address of the incorporator is as follows:

          Name                          Mailing Address
          ----                          ---------------

Douglas K. Eyberg                       1100 Esperson Building 
                                        Houston, Texas 77002

          6.   The name and mailing address of the person who is to serve as 
sole director of the Corporation until the first annual meeting of stockholders 
or until his successor(s) is elected and qualifies is:

          Name                          Mailing Address
          ----                          ---------------

Phillip R. Beutel                       P. O. Box 8
                                        Lake Jackson, Texas 77566

          7.   In furtherance and not in limitation of the powers conferred by 
statute, the board of directors is expressly authorized to make, alter or repeal
the bylaws of the corporation.

          8.   Elections of directors need not be by written ballot unless the 
bylaws of the corporation shall so provide.

          9.   Meetings of stockholders may be held within or without the State 
of Delaware, as the bylaws may provide. The books of the corporation may be kept
(subject to any provision contained in the statutes) outside the State of 
Delaware at such place or places as may be designated from time to time by the 
board of directors or in the bylaws of the corporation.

<PAGE>
 
          10.  The corporation reserves the right to amend, alter, change or 
repeal any provision contained in this certificate of incorporation, in the 
manner now or hereafter prescribed by statute, and all rights conferred upon 
stockholders herein are granted subject to this reservation.

          THE UNDERSIGNED, being the incorporator hereinbefore named, for the 
purpose of forming a corporation pursuant to the General Corporation Law of the 
State of Delaware, does make this certificate, hereby declaring and certifying 
that this is his act and deed and the facts herein stated are true, and 
accordingly has hereunto set his hand this 18th day of June, 1980.


                                                       /s/ Douglas K. Eyberg
                                                   ---------------------------  
                                                           Douglas K. Eyberg
THE STATE OF TEXAS  )
                    )
COUNTY OF HARRIS    )

          I, MARTHA F. FARISH, a notary public, do hereby certify that on this
18th day of JUNE, 1980, personally appeared before me, Douglas K. Eyberg, who
being by me first duly sworn, declared that he is the person who signed the
foregoing document as incorporator, and that the statements contained therein
are true.

                                                       /s/ Martha F. Farish
                                                  ------------------------------
                                                       Notary  Public in and for
                                                            Harris County, Texas
 
                               MARTHA F. FARISH
                     Notary Public in Harris County, Texas
                        My Commission Expires 8/30 1981






  


<PAGE>
 
                           CERTIFICATE OF AMENDMENT

                                      TO

                         CERTIFICATE OF INCORPORATION

                                   * * * * *

     Supramedics, Inc., a corporation organized and existing under and by virtue
of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY:

     FIRST:    That the Board of Directors of said corporation, by the unanimous
written consent of its members, filed with the minutes of the Board, adopted 
resolutions proposing and declaring advisable the following amendments to the 
Certificate of Incorporation of said corporation:

          Change of Name
          --------------

          RESOLVED, that article 1 of the certificate of incorporation of the
     Company is hereby amended to read in its entirety as follows:

          "1.  The name of the corporation is Cardiac Control Systems, Inc."

          FURTHER RESOLVED, that the president and secretary are hereby
     authorized and directed to prepare and file with the Secretary of State of
     Delaware and other appropriate governmental officials an amendment of the
     Company's certificate of incorporation and such other documents or
     instruments as they shall deem necessary or desirable in order to effect
     the intention of the foregoing resolution.

          Change of Capitalization
          ------------------------

          RESOLVED, that article 4 of the certificate of incorporation is hereby
     amended to read in its entirety as follows:

               "4.  The total number of shares of stock which the corporation
          shall have authority to issue is five million shares (5,000,000) and
          the par value of each of such shares is ten cents ($0.10) amounting in
          the aggregate to five hundred thousand dollars ($500,000)."

          FURTHER RESOLVED, that the president and secretary are hereby
     authorized and directed to prepare and file with the Secretary of State of
     Delaware and other appropriate governmental officials an amendment of the
     Company's certificate of incorporation and such other documents or
     instruments as they shall deem necessary or desirable in order to
     effectuate the intention of the foregoing resolution.

          RESOLVED FURTHER, that each share of common stock, par value $1.00
     per share, outstanding immediately prior to the effectiveness of the
     amendment contemplated by the foregoing resolution will by reason thereof
     automatically be converted, without any further action by the corporation
     or the holder thereof, into ten shares of common stock, par value $.10 per
     share.
<PAGE>
 
          RESOLVED FURTHER, that these resolutions are to be broadly construed
     so as to authorize and effect the amendment and other matters contemplated
     by them, and that if any change of language herein is requested by any
     official of the State of Delaware as a condition to filing the instruments
     effecting the amendment contemplated hereby, such changed language is for
     all purposes hereby adopted and ratified.

     SECOND:   That in lieu of a meeting and vote of stockholders, the 
stockholders have given unanimous written consent to said amendments in 
accordance with the provisions of Section 228 of the General Corporation Law of 
the State of Delaware.

     THIRD:    That the foregoing amendments were duly adopted in accordance 
with the applicable provisions of Sections 242 and 228 of the General 
Corporation Law of the State of Delaware.

     IN WITNESS WHEREOF, Supramedics, Inc. has caused this Certificate of 
Amendment to be signed by Phillip R. Beutel, its President, and attested by 
Barbara Dishongh, its Secretary, this 28 day of August, 1980.

                                        SUPRAMEDICS, INC.
[Seal]
                                        By  /s/ Phillip R. Beutel
                                          --------------------------------------
                                          Phillip R. Beutel, President

ATTEST

By /s/ Barbara Dishongh,
  ----------------------------
  Barbara Dishongh, Secretary

THE STATE OF TEXAS      )
                        )
THE COUNTY OF HARRIS    )

     Be it remembered that on this 28th day of August, 1980, personally appeared
before me, a Notary Public in and for the County and State aforesaid, Phillip R.
Beutel, President of Supramedics, Inc., a corporation of the State of Delaware, 
and he duly executed said certificate before me and acknowledged on oath the 
said certificate to be his act and deed and the act and deed of said corporation
and the facts stated therein are true; and that the seal affixed to said 
certificate and attested by Secretary of said corporation is the common or 
corporate seal of said corporation.

     In witness whereof, I have hereunto set my hand and seal of office the day 
and year aforesaid.

                                          /s/ Walter M. Fugman
                                          ------------------------------
                                          Notary Public in and for
                                          Harris County, TEXAS

                                          Walter M. Fugman
                                          Notary Public, Brazoria County, Texas
                                          My Commission Expires 11/20/81


<PAGE>
 
                           CERTIFICATE OF AMENDMENT

                                      TO

                         CERTIFICATE OF INCORPORATION

                                   * * * * *

     Cardiac Control Systems, Inc., a corporation organized and existing under 
and by virtue of the General Corporation Law of the State of Delaware, DOES 
HEREBY CERTIFY:

     FIRST: That the Board of Directors of said corporation, by the unanimous 
written consent of its members, filed with the minutes of the Board, adopted 
resolutions proposing and declaring advisable the following amendment to the 
Certificate of Incorporation of said corporation:

     Change of Capitalization.
     ------------------------

     RESOLVED, that article 4 of the certificate of incorporation is hereby 
amended to read in its entirety as follows:

          "4.  The aggregate number of shares of all classes of stock which the
     corporation will have authority to issue is 6,000,000 shares, of which
     5,000,000 will be shares of common stock, par value $.10 per share ("Common
     Stock"), and 1,000,000 will be shares of preferred stock, par value $1.00
     per share ("Preferred Stock").

               The designations and the powers, preferences and rights, and the
     qualifications, limitations or restrictions, of Common Stock and Preferred
     Stock are as follows:

     Common Stock.
     ------------

          4.1  Dividend rights. Subject to provisions of law and the preference
               ---------------
     of Preferred Stock and of any other stock ranking prior to Common Stock as
     to dividends, the holders of Common Stock will be entitled to receive
     dividends when, as and if declared by the board of directors.
          
          4.2  Voting rights. Except as provided by law and pursuant to this 
               -------------
     Article Four, the holders of Common Stock will have one vote for each share
     on each matter submitted to a vote of the stockholders of the corporation.
     Except as otherwise provided by law, by the certificate of incorporation or
     by resolution or resolutions of the board of directors providing for the
     issue of any series of Preferred Stock, the holders of Common Stock will
     have sole voting power.

          4.3  Liquidation rights. In the event of any liquidation, dissolution 
               ------------------
     or winding up of the corporation, whether voluntary or involuntary, after
     payment or provision for payment of the debts and other liabilities of the
     corporation and the preferential amounts to which the holders of any stock
     ranking prior to Common Stock in the distribution of assets are entitled
     upon liquidation, the holders of Common Stock and the holders of any other
     stock ranking on a parity with Common Stock in the distribution of assets
     upon liquidation will be entitled to share in the remaining assets of the 
     corporation according to their respective interests.
<PAGE>
 
     Preferred Stock
     ---------------
 
          4.4  Authority of the Board of Directors to issue in series. Preferred
               ------------------------------------------------------
     stock may be issued from time to time in one or more series. All shares of
     any one series of Preferred Stock will be identical except as to the dates
     of issue and the dates from which dividends on shares of the series issued
     on different dates will cumulate, if cumulative. Authority is hereby
     expressly granted to the board of directors to authorize the issue of one
     or more series of Preferred Stock, and to fix by resolution or resolutions
     providing for the issue of each such series the voting powers,
     designations, preferences and relative, participating, optional or other
     special rights, and qualifications, limitations or restrictions thereof, of
     such series, to the full extent now or hereafter permitted by law,
     including, but not limited to, the following:

          (a)  The number of shares of such series, which may subsequently be 
     increased, except as otherwise provided by the resolution or resolutions of
     the board of directors providing for the issue of such series, or
     decreased, to a number not less than the number of shares then outstanding,
     by resolution or resolutions of the board of directors, and the distinctive
     designation thereof;

          (b)  The dividend rights of such series, the preferences, if any, over
     any other class or series of stock, or of any other class or series of
     stock over such series, as to dividends, the extent, if any, to which
     shares of such series will be entitled to participate in dividends with
     shares of any other series or class of stock, whether dividends on shares
     of such series will be fully, partially or conditionally cumulative, or a
     combination thereof, and any limitations, restrictions or conditions on the
     payment of such dividends;

          (c)  The rights of such series, and the preferences, if any, over any 
     other class or series of stock, or of any other class or series of stock
     over such series, in the event of any voluntary or involuntary liquidation,
     dissolution or winding up of the corporation and the extent, if any, to
     which shares of any such series will be entitled to participate in such
     event with any other series or class of stock;

          (d)  The time or times during which, the price or prices at which, and
     the terms and conditions on which, the shares of such series may be
     redeemed;

          (e)  The terms of any purchase, retirement or sinking fund which may 
     be provided for the shares of such series.

          (f)  The terms and conditions, if any, upon which the shares of such 
     series will be convertible into or exchangeable for shares of any other
     series, class or classes, or any other securities, to the full extent now
     or hereafter permitted by law;

          (g)  The voting powers, if any, of such series in addition to the 
     voting powers provided by law.

          4.5  Limitation on dividends. No holders of any series of Preferred
               -----------------------
     Stock will be entitled to receive any dividends thereon other than those
     specifically provided for by the certificate of incorporation or the
     resolution or resolutions of the board of directors providing for the issue
     of such series of Preferred Stock, nor will any accumulated dividends on
     Preferred Stock bear any interest.

          4.6  Limitation on liquidation distributions. In the event of any 
               ---------------------------------------
     liquidation, dissolution or winding up of the corporation, whether
     voluntary or involuntary, the holders of Preferred Stock of each series
     will be entitled to receive only such amount or amounts as will have
     been fixed by the certificate of incorporation or by the resolution or 
     resolutions of the board of directors providing for the issue of such 
     series.
<PAGE>
 
     A consolidation or merger of the corporation with or into one or more other
     corporations or a sale, lease or exchange of all or substantially all of
     the assets of the corporation will not be deemed to be a voluntary or
     involuntary liquidation, dissolution or winding up, within the meaning of
     this Article Four."

     RESOLVED FURTHER, that the president and secretary are hereby authorized
and directed to prepare and file with the Secretary of State of Delaware and
other appropriate governmental officials an amendment of the Company's
certificate of incorporation and such other documents or instruments as they
shall deem necessary or desirable in order to effectuate the intention of
the foregoing resolution.

     RESOLVED FURTHER, that these resolutions are to be broadly construed so as
to authorize and effect the amendment and other matters contemplated by them,
and that if any change of language herein is requested by any official of the
State of Delaware as a condition to filing the instruments effecting the
amendment contemplated hereby, such changed language is for all purposes hereby
adopted and ratified.

     SECOND:  That in lieu of a meeting and vote of stockholders, the 
stockholders have given unanimous written consent to said amendment in 
accordance with the provisions of Section 228 of the General Corporation Law of 
the State of Delaware.

     THIRD:  That the foregoing amendment was duly adopted in accordance with 
the applicable provisions of Sections 242 and 228 of the General Corporation Law
of the State of Delaware.

     IN WITNESS WHEREOF, Cardiac Control Systems, Inc. has caused this 
Certificate of Amendment to be signed by Phillip R. Beutel, its President, and 
attested by Simon Fuger, its Secretary, this 7 day of November, 1980.

                                        CARDIAC CONTROL SYSTEMS, INC. 
[SEAL]                         
                                        By   /s/ Phillip R. Beutel
                                             -----------------------------------
                                             Phillip R. Beutel, President

ATTEST

By  /s/ Simon Fuger
  -----------------------------
  Simon Fuger, Secretary

THE STATE OF TEXAS      )
                        )
THE COUNTY OF BRAZORIA  )

     Be it remembered that on this 7 day of November, 1980, personally appeared
before me, a Notary Public in and for the County and State aforesaid, Phillip R.
Beutel, President of Cardiac Control Systems, Inc., a corporation of the State
of Delaware, and he duly executed said certificate before me and acknowledged on
oath the said certificate to be his act and deed and the act and deed of said
corporation and the facts stated therein are true; and that the seal affixed to
said certificate and attested by Secretary of said corporation is the common or
corporate seal of said corporation.
<PAGE>
 
     In witness whereof, I have hereunto set my hand and seal of office the day 
and year aforesaid.

                                          /s/ Barbara Dishongh
                                          ------------------------------------
                                             Notary Public in and for


                                             BARBARA DISHONGH
                                          Notary Public, Brazeria County, Texas 
                                          Commission Expires 11-20-81
                                                             ---------

<PAGE>
 
                           CERTIFICATE OF AMENDMENT
                                      TO
                         CERTIFICATE OF INCORPORATION

     Cardiac Control Systems, Inc., a corporation organized and existing under
and by virtue of the General Corporation Law of the State of Delaware, DOES
HEREBY CERTIFY:

          FIRST: That the board of directors of said corporation, adopted
     resolutions proposing and declaring advisable the following amendment to
     the Certificate of Incorporation of said corporation:

                                  RESOLUTION
                                  ---------- 

               RESOLVED, that in order to eliminate the authorized 1,000,000
          shares of preferred stock, par value $1.00 per share, of the
          Corporation, Article 4 of the Certificate of Incorporation is hereby
          amended to read in its entirety as follows:


                    "4.  The total number of shares of stock which the
               corporation will have authority to issue is Five
               Million (5,000,000) shares of common stock, par value
               $.10 per share ("Common Stock").


                         The designations and the powers, preferences
               and rights, and the qualifications, limitations, or
               restrictions of the Common Stock are as follows:

                    4.1  Dividend rights. Subject to provisions of law
                         ---------------
               and the preference of any stock ranking prior to the
               Common Stock as to dividends, the holders of Common
               Stock will be entitled to receive dividends when, as and
               if declared by the board of directors.

                    4.2  Voting rights. Except as provided by law and
                         -------------
               pursuant to this Article Four, the holders of Common
               Stock will have one vote for each share on each matter
               submitted to a vote of the stockholders of the
               corporation. Except as otherwise provided by law or by
               the certificate of incorporation, the holders of Common
               Stock will have sole voting power.

                    4.3  Liquidation rights. In the event of any
                         ------------------
               Liquidation, dissolution or winding up of the
               corporation, whether voluntary or involuntary, after
               payment or provision for payment of the debts or
               liabilities of the corporation and the preferential
               amounts to which the holders of any stock ranking prior
               to Common Stock in the distribution of assets are
               entitled upon Liquidation, the holders of Common Stock
               and the holders of any other stock ranking on a parity
               with Common Stock in the distribution of assets upon
               liquidation will be entitled to share in the remaining
               assets of the corporation according to their respective
               interests."

<PAGE>
 
          SECOND:  That the foregoing amendment was duly adopted in accordance
     with Section 242 of the General Corporation Law of the State of Delaware at
     a Special Shareholders' Meeting held in accordance with Section 222 of the
     General Corporation Law of the State of Delaware on January 18, 1983.

     IN WITNESS WHEREOF, Cardiac Control Systems, Inc. has caused this 
Certificate of Amendment to be signed by Charles J. Del Marco, D.O., its 
President, and attested by Simon J. Fuger, its Secretary, this 19th day of 
January, 1983.

                                        CARDIAC CONTROL SYSTEMS, INC.

(CORPORATE SEAL)


ATTEST:                                 By  /s/ Charles J. Del Marco, D.O.
                                           -------------------------------
                                           Charles J. Del Marco, D.O.,
                                           President
By  /s/ Simon Fuger
   ------------------------------
   Simon J. Fuger, Secretary



STATE OF FLORIDA         )
                         )
COUNTY OF VOLUSIA        )


     BEFORE ME, the undersigned authority, personally appeared CHARLES J. DEL 
MARCO, D.O., and SIMON J. FUGER, the President and Secretary of Cardiac Control 
Systems, Inc., a corporation of the State of Delaware, respectively, and they 
duly executed said certificate before me and acknowledged on oath the said 
certificate to be their own act and deed and the act and deed of said 
corporation and the facts stated therein are true; and that the seal affixed to 
said certificate and attested by the secretary of the corporation is the 
corporate seal of said corporation.

     IN WITNESS WHEREOF, I hereunder set my hand and official seal of office the
day and year aforesaid.


(NOTARIAL SEAL)                  /s/ Diane E. Burke
                                 ----------------------------------------
                                 Notary Public

                                 My Commission Expires:

                                    NOTARY PUBLIC STATE OF FLORIDA
                                    MY COMMISSION EXPIRES MAR 10 1986
                                    BONDED THRU GENERAL INS. UNDERWRITERS
<PAGE>
 
                           CERTIFICATE OF AMENDMENT
                                      TO
                         CERTIFICATE OF INCORPORATION

     Cardiac Control Systems, Inc., a corporation organized and existing under 
and by virtue of the General Corporation Law of the State of Delaware, DOES 
HEREBY CERTIFY:  

          FIRST:  That the board of directors of said corporation adopted 
     resolutions proposing and declaring advisable the following amendment to
     the Certificate of Incorporation of said corporation:

                                  RESOLUTION
                                  ----------

               RESOLVED, that in order to increase the authorized number of 
          shares of common stock, par value $0.10 per share, of the 
          Corporation from the presently authorized five million shares to 
          ten million shares, the first paragraph of Section 4. of Article 4
          of the Certificate of Incorporation is hereby amended to read in 
          its entirety as follows:

                    "4. The total number of shares of stock which the
               corporation will have the authority to issue is ten 
               million (10,000,000) shares of common stock, par value 
               $0.10 per share ("Common Stock").

          SECOND:  That the foregoing amendment was duly adopted in accordance 
     with Section 242 of the General Corporation Law of the State of Delaware at
     the Annual Shareholders' Meeting held in accordance with Section 222 of the
     General Corporation Law of the State of Delaware on July 9, 1983.

     IN WITNESS WHEREOF, Cardiac Control Systems, Inc., has caused this
Certificate of Amendment to be signed by Charles J. Del Marco, D.O., its
President, and attested by Simon J. Fuger, its Secretary, this 5th day of
August, 1983.

                                             CARDIAC CONTROL SYSTEMS, INC.   
                                                                             
                                                                             
(CORPORATE SEAL)                             By: /s/ Charles J. Del Marco    
                                                --------------------------------
     ATTEST:                                    Charles J. Del Marco, D.O.,  
                                                President                    


By:  /s/ Simon J. Fuger
   ------------------------------
   Simon J. Fuger, Secretary
<PAGE>
 
STATE OF FLORIDA 

CITY OF FLAGLER


     BEFORE ME, the undersigned authority, personally appeared CHARLES J. DEL
MARCO, D.O., and SIMON J. FUGER, the President and Secretary of Cardiac Control
Systems, Inc., a corporation of the State of Delaware, respectively, and they
duly executed said certificate before me and acknowledged on oath the said
certificate to be their own act and deed and the act and deed of said
corporation and the facts attested therein are true; and that the seal affixed
to said certificate and attested by the secretary of the corporation is the
corporate seal of said corporation.
     IN WITNESS WHEREOF, I hereunder set my hand and official seal of office the
day and year aforesaid. 


                                  /s/ Diane E. Burke
                                  ------------------------------------ 
(NOTARIAL SEAL)                   Notary Public


                                  My Commission Expires: 

                                        NOTARY PUBLIC STATE OF FLORIDA
                                        MY COMMISSION EXPIRES MAR 10 1986
                                        BONDED THRU GENERAL INS. UNDERWRITERS
<PAGE>
 
                         CERTIFICATE OF AMENDMENT OF 

                         CERTIFICATE OF INCORPORATION

                       OF CARDIAC CONTROL SYSTEMS, INC.

     Cardiac Control Systems, Inc., a corporation organized and existing under 
and by Virtue of the General Corporation Law of the State of Delaware, does 
hereby certify:

     FIRST: That the Board of Directors of said corporation, at a meeting duly 
convened and held, adopted a resolution proposing and declaring advisable the 
following amendment to the Certificate of Incorporation of said corporation:

     RESOLVED, that the Certificate of Incorporation of the corporation be
     amended by adding the article thereof numbered "11" so that, as amended,
     said article shall be and read as follows:

          "11.  No Director shall be personally liable to the
          corporation or any shareholder for monetary damages for
          breach of fiduciary duty as a director, except for any
          matter in respect of which such director shall be liable
          under Section 174 of Title 8 of the Delaware Code (relating
          to the Delaware General Corporation Law) or any amendment
          thereto or successor provision thereto or shall be liable by
          reason that, in addition to any and all other requirements
          for such liability, he (i) shall have breached his duty of
          loyalty to the corporation or its shareholders, (ii) shall
          not have acted in good faith or, in failing to act, shall
          not have acted in good faith, (iii) shall have acted in a
          manner involving intentional misconduct or a knowing
          violation of law or, (iv) shall have derived an improper
          personal benefit. Neither the amendment nor repeal of this
          Article Eleven nor the adoption of any provision of the
          certificate of incorporation inconsistent with this Article
          Eleven, shall eliminate or reduce the effect of this
          Article in respect of any matter occurring, or any cause of
          action, suit or claim that, but for this Article Eleven
          would accrue or arise, prior to such amendment, repeal or
          adoption of an inconsistent provision."

<PAGE>
 
     SECOND:  That thereafter, on August 26, 1987, the annual meeting of the 
stockholders was duly called and held, upon notice in accordance with the 
provisions of Section 222 of the General Corporation Law of the State of  
Delaware at which meeting the necessary number of shares as required by the 
statute were voted in favor of the amendment.

     THIRD:  That the aforesaid Amendment was duly adopted in accordance with 
the provisions of Section 242 of the General Corporation Law of the State of 
Delaware.

     FOURTH:  That the capital of said corporation will not be reduced under or 
by said amendment.

     FIFTH:  That said amendment shall become effective as of 12:01 a.m., 
January 1, 1988.

     IN WITNESS WHEREOF, said corporation has caused its corporate seal to be 
hereunto affixed and this Certificate to be signed by C. J. Del Marco, its 
president and Simon J. Fuger, its secretary, this 17th day of December, 1987.


(Corporate Seal)
                                             By: /s/ C. J. Del Marco
                                                -----------------------------
                                                C. J. DEL MARCO, PRESIDENT
Attest:


/s/ Simon Fuger
--------------------------------
SIMON J. FUGER, SECRETARY


STATE OF FLORIDA
COUNTY OF VOLUSIA

     BEFORE ME, the undersigned authority, personally appeared C. J. Del Marco 
and Simon J. Fuger, the President and Secretary of Cardiac Control Systems,
Inc., a Delaware corporation, respectively, and they duly executed said
Certificate before me and acknowledged on oath the said Certificate to be their
own act and deed and the act and deed of said corporation and the facts stated
therein are true; and that the seal affixed to said Certificate and attested by
the Secretary of the corporation is the corporate seal of said corporation.

     IN WITNESS WHEREOF, I hereunder set my hand and official seal of office the
day and year aforesaid.


(NOTARIAL SEAL)                     /s/ Cheryl J Sears
                                    -----------------------------------------
                                    NOTARY PUBLIC

                                    My Commissioner Expires:
                                       Notary Public State of Florida
                                       My commission expires Apr. 5, 1991
                                       Bonded by ??? Surety Company

<PAGE>
 
    STATE OF DELAWARE
   SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 AM 02/20/1990  
900525143 - 894478

                           CERTIFICATE OF AMENDMENT
                                      TO 
                         CERTIFICATE OF INCORPORATION

     Cardiac Control Systems, Inc., a corporation organized and existing under 
and by virtue of the General Corporation Law of the State of Delaware. DOES 
HEREBY CERTIFY:

     FIRST: That the board of directors of said corporation adopted resolutions 
proposing and declaring advisable the following amendment to the Certificate of 
Incorporation of said corporation:


                                  RESOLUTION
                                  ----------

          RESOLVED, that in order to increase the authorized number 
          of shares of common stock, par value $0.10 per share, of 
          the Corporation from the presently authorized ten million 
          shares to fifteen million shares, the first paragraph of 
          Section 4, of Article 4 of the Certificate of Incorporation 
          is hereby amended to read in its entirety as follows:

               1. The total number of shares of stock which the 
          corporation will have the authority to issue is fifteen million
          (15,000,000) shares of common stock, par value $0.10 per share 
          ("Common Stock").

     SECOND: That the foregoing amendment was duly adopted in accordance with 
Section 242 of the General Corporation Law of the State of Delaware at the 
Annual Shareholders' Meeting held in accordance with Section 222 of the General 
Corporation Law of the State of Delaware on September 27, 1989.

     IN WITNESS WHEREOF, Cardiac Control Systems, Inc., has caused this 
certificate of Amendment to be signed and attested by Simon J. Fuger, its 
President and Secretary, this 30th day of November, 1989.

                                             CARDIAC CONTROL SYSTEMS, INC.
               
(CORPORATE SEAL)                             BY: /s/ Simon J. Fuger
                                                -----------------------------
                                                Simon J. Fuger, President

     ATTEST:


BY: /s/ Simon J. Fuger
    --------------------------- 
    Simon J. Fuger
    Secretary 













<PAGE>
 
STATE OF FLORIDA

COUNTY OF FLAGLER


     BEFORE ME, the undersigned authority, personally appeared Simon J. Fuger,
the President and Secretary of Cardiac Control Systems, Inc., a corporation of
the State of Delaware, and he duly executed said certificate before me and
acknowledged on oath the said certificate to be his own act and deed and the act
and deed of said corporation and the facts stated therein are true; and that the
seal affixed to said certificate and attested by the secretary of the
corporation is the corporate seal of said corporation.

     IN WITNESS WHEREOF, I hereunder set my hand and official seal of office the
day and year aforesaid.



(NOTARIAL SEAL)                         /s/ Carolyn J. Wilson
                                        -----------------------------------
                                        Notary Public

                                        My Commission Expires: Notary Public
                                                       State of Florida at Large
                                                          Expires Dec. 14, 1991
<PAGE>
 
                           CERTIFICATE OF AMENDMENT

                                      OF

                         CERTIFICATE OF INCORPORATION 

                                      OF

                         CARDIAC CONTROL SYSTEMS, INC.


     CARDIAC CONTROL SYSTEMS, INC., a corporation organized and existing under
and by virtue of the General Corporation Law of the State of Delaware, DOES
HEREBY CERTIFY:

     FIRST:    That the Board of Directors of said corporation adopted 
resolutions proposing and declaring advisable the following amendment to the 
Certificate of Incorporation of said corporation:

          RESOLVED, that in order to increase the authorized number of shares of
          common stock, par value $0.10 per share of the Corporation from the
          presently authorized fifteen million shares to thirty million shares,
          the first paragraph of Section 4 of Article 4 of the Certificate of
          Incorporation is hereby amended to read in its entirety as follows:

               "4.  The total number of shares of stock which the corporation
          shall have authority to issue is Thirty Million (30,000,000) shares of
          common stock, par value of $0.10 per share ("Common Stock")."

     SECOND:   That the foregoing amendment was duly adopted in accordance with 
Section 242 of General Corporation Law of the State of Delaware at the Annual 
Shareholders' Meeting held in accordance with Section 222 of the General 
Corporation Law of the State of Delaware on September 30, 1992.

     IN WITNESS WHEREOF, said corporation has caused this Certificate to be 
signed by the undersigned authorized officers this 5th day of October, 1994.

                                        CARDIAC CONTROL SYSTEMS, INC.

                                        By: /s/ Robert R. Brownlee
                                           ------------------------------------
                                           Robert R. Brownlee
                                           Vice President
Attest:

/s/ Robert R. Brownlee
-------------------------------
Secretary

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