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                                                                     EXHIBIT 2.0




            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:

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                           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 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.

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         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.


         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)

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                  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.

         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.

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         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: /s/ Alan J. Rabin
   ------------------                                       
      Alan J. Rabin
      President


CCS SUBSIDIARY, INC.


By:/s/ Alan J. Rabin
   -----------------
     Alan J. Rabin
       President


ELECTRO-CATHETER CORPORATION


By: /s/ Ervin Schoenblum
    --------------------            
     Ervin Schoenblum
     Acting President



         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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