Exhibit 10(n)

                        COMPOSITE MODIFICATION AGREEMENT


     THIS COMPOSITE MODIFICATION  ("Modification Agreement") dated as of January
1, 1996 between  ELECTRO-CATHETER  CORPORATION,  a New Jersey  corporation  with
offices at 2100 Felver Court,  Rahway,  New Jersey 07065  ("Borrower") and THE T
PARTNERSHIP,  a New  Jersey  partnership  with  offices  c/o  Wiss  &  Co.,  354
Eisenhower Parkway, Livingston, New Jersey 07039 ("Lender"),

                                   WITNESSETH:

     WHEREAS,  the  Borrower  and the Lender  entered  into a Lending  Agreement
("Lending  Agreement")  dated August 31, 1995,  whereby the Lender has loaned to
the Borrower the sum of One Million  Five  Hundred  Thousand and 00/100  Dollars
($1,500,000.00)  ("Loan");  and  WHEREAS,  to  evidence  such  indebtedness  the
Borrower  issued a 12%  Debenture  ("Debenture")  to the Lender dated August 31,
1995; and WHEREAS, the Borrower and the Lender entered into a Security Agreement
("Security  Agreement")  dated as of August  31,  1995,  to  secure  the due and
punctual  payment and  performance of all  obligations of the Borrower under the
Loan Documents (as such term is defined in the Lending Agreement); and





18397_1
                                                       - 1 -
   <PAGE>
                                                   

     WHEREAS,  the  obligations  of the Borrower  under the Loan  Documents  are
further  secured  by a Mortgage  ("Mortgage")  dated  October  31,  1995,  which
Mortgage is a first lien  mortgage on Borrower's  real  property  located in the
City of  Rahway,  County  of  Union,  State of New  Jersey,  commonly  known and
designated as 2100 Felver Court;  and WHEREAS,  the Borrower and the Lender have
agreed  to  modify  the Loan  Documents  on  certain  terms  and  conditions  as
hereinafter  provided.  NOW,  THEREFORE,  the parties  hereto do hereby agree as
follows:  1. LOAN.  The Lender  agrees to lend  additional  sums to the Borrower
consisting of (i) One Hundred Thousand and 00/100 Dollars ($100,000.00) advanced
at or prior to  execution  of this  Modification  Agreement,  (ii) a deferral of
interest  payments on all  indebtedness  under the Debenture on January 1, 1996,
February  1, 1996 and  March 1,  1996  (such  deferred  interest  to be added to
principal) and (iii) at the sole discretion of the Lender,  additional sums, for
total current new advances  (including deferred interest) up to a maximum of Two
Hundred  Fifty   Thousand  and  00/100  Dollars   ($250,000.00)   ("Current  New
Advances").  The Lender shall have no obligation to make further advances at any
time after an event of default  ("Event of  Default")  by the Borrower of any of
its obligations under the Loan Documents, but if and when the Lender





18397_1
                                      - 2 -
<PAGE>
        

     shall make additional  advances (up to Current New Advances),  the terms of
the Loan Documents, Mortgage and this Modification Agreement shall be applicable
to all such advances. 2. MODIFICATION OF LOAN DOCUMENTS.  The Loan Documents are
hereby  modified  and  amended as follows:  (a)  Principal  Amount of Loan.  All
references  to the sum One Million  Five  Hundred  Thousand  and 00/100  Dollars
($1,500,000.00)  in the Loan  Documents  and  Mortgage  shall be  deleted in its
entirety and substituted in its place and stead shall be the sum of all advances
up  to  One  Million   Seven   Hundred   Fifty   Thousand  and  00/100   Dollars
($1,750,000.00).  (b) Events of  Default.  The  following  shall  constitute  an
additional  Event of Default under the Loan  Documents:  (i) The sum ("Borrowing
Base") of the following as of the last day of any month shall be less than Three
Million and 00/100 Dollars ($3,000,000.00):  (a) Borrower's accounts receivables
and  inventory,  as carried on Borrower's  books and records in accordance  with
Borrower's customary accounting procedures  consistently applied; (b) the amount
of any principal due Lender repaid subsequent to January 1, 1996; and





18397_1
                                                       - 3 -
<PAGE>


     (c) any cash  maintained  as security  for Lender in a  segregated  account
under  terms  satisfactory  to  Lender.  (ii) Any  default  by  Borrower  of its
obligations  under this  Modification  Agreement and any documents  delivered in
conjunction  therewith.  (c)  Remedies  Upon  Default.  As a  limitation  on the
remedies upon default set forth in the Loan Documents,  the Lender hereby agrees
it will not take  action to enforce any remedy  available  to it for a period of
thirty  (30) days  after it has  provided  written  notice of a  declaration  of
default unless such default is declared on account of bankruptcy, in which event
this provision shall not be applicable.  (d) Additional Composite Modifications.
References in any Loan Document to the Debenture,  Mortgage or Lending Agreement
shall be deemed to refer to respectively the Amended and Restated Debenture, the
Mortgage  as  modified by the Amended  Mortgage  and the  Lending  Agreement  as
modified by this Modification  Agreement. 3. CONTINUED VALIDITY OF ORIGINAL LOAN
DOCUMENTATION.  Except as otherwise  provided  herein,  the Loan Documents shall
continue in full force and effect,  in accordance with their  respective  terms,
and the parties  hereto  hereby  expressly  ratify,  confirm and reaffirm all of
their respective liabilities, obligations, duties and responsibilities under and
pursuant to the Loan Documents, as    modified by this Modification Agreement,  




18397_1
                                                       - 4 -

<PAGE>

                                  
and   Borrower  agrees  that  the  same  shall  constitute  valid  and  binding
agreements of Borrower,  enforceable in accordance with their respective  terms.
4. MODIFICATION AGREEMENT CONTROLS. In the event of a conflict between the terms
and  conditions of this  Modification  Agreement and the terms and conditions of
the Loan  Documents,  the terms and  conditions of this  Modification  Agreement
shall control.  5. NO NOVATION.  This Modification  Agreement does not represent
new indebtedness (except to the extent of the Current New Advances) and does not
in any way represent  satisfaction of the  indebtedness.  It is the intention of
the parties  hereto that this  Modification  Agreement  shall not  constitute  a
novation and shall in no way adversely affect or impair the lien priority of the
Mortgage,  the Security Agreement or any other instrument  securing the Loan. 6.
REPAYMENT OF CURRENT NEW ADVANCES. This Modification Agreement and the documents
executed in conjunction  therewith shall be deemed null and void if the Borrower
repays  the  Current  New  Advances  within  thirty  (30) days of the date first
written  above.  7.  ADDITIONAL  DELIVERIES.  Borrower is  delivering  to Lender
simultaneously   herewith  a  substitute  Amended  and  Restated  Debenture  and
Amendment to Mortgage.The T-Partnership shall return to Borrower within 45 days 
of the date of this  Modification  Agreement  the Debenture. 




18397_1
                                                       - 5 -

<PAGE>

 

     IN WITNESS WHEREOF,  the parties have executed this Modification  Agreement
as of the date first above written. ELECTRO-CATHETER CORPORATION

                                              By:/s/Ervin Schoenblum
                                                 Ervin Schoenblum,
                                                 Acting President
 
                                                THE T PARTNERSHIP



                                               By:/s/ A. H. Nechemie
                                                   Partner





18397_1
                                                       - 6 -

<PAGE>


                              AMENDMENT TO MORTGAGE


     THIS  AMENDMENT  TO  MORTGAGE  ("Amendment"),  made  as of the  1st  day of
January,  1996,  by  and  between  ELECTRO-CATHETER  CORPORATION,  a New  Jersey
corporation,  with offices at 2100 Felver Court,  Rahway,  New Jersey 07065 (the
"Mortgagor"),  and THE T  PARTNERSHIP  with  offices  c/o  Wiss &  Company,  345
Eisenhower Parkway, Livingston, New Jersey 07039 (the "Mortgagee"),


                                   WITNESSETH:


     WHEREAS,   the  Mortgagee  is  the  holder  of  a  certain  Debenture  (the
"Debenture")  dated August 31, 1995, issued by the Mortgagor to the Mortgagee in
the  principal  amount of One Million Five Hundred  Thousand and 00/100  Dollars
($1,500,000.00) (the "Loan"); and

     WHEREAS,  the  Debenture is secured by a Mortgage  (the  "Mortgage")  dated
October 31, 1995,  which Mortgage is a first lien mortgage on  Mortgagor's  real
property  located in the City of Rahway,  County of Union,  State of New Jersey,
commonly known and designated as 2100 Felver Court (the  "Mortgaged  Premises");
and

     WHEREAS,  the  Debenture is further  secured by a Security  Agreement  (the
"Security Agreement") dated as of August 31, 1995; and

     WHEREAS, the Mortgagor has requested the Mortgagee advance additional sums,
and otherwise modify the Debenture and Mortgage; and

     WHEREAS,  the  Mortgagee  is  willing  to  advance  additional  sums to the
Mortgagor, and otherwise modify the Debenture on certain terms and conditions as
provided in the Amended and Restated  Debenture dated January 1, 1996 and modify
the Mortgage on certain terms and conditions as hereinafter provided.

     NOW,  THEREFORE,  for and in consideration of the Mortgaged Premises (which
are deemed  herein  contained)  and other good and valuable  consideration,  the
receipt and  adequacy  of which are hereby  acknowledged,  the parties  agree as
follows:

     1.  PRINCIPAL AMOUNT OF LOAN.

     The Mortgagor  acknowledges  that it may receive advances under the Amended
and Restated Debenture up to the sum of One Million Seven Hundred Fifty Thousand
and 00/100 Dollars ($1,750,000.00). The Mortgagor hereby  represents,  warrants 


                                                       - 7 -
 <PAGE>


     
and confirms that there are no set-offs, rights,  claims or causes of action of
any nature whatsoever which the Mortgagor has or may assert against the 
Mortgagee with respect to the Debenture, the Mortgage or the other Loan
Documents.

     2. MODIFICATION OF MORTGAGE.

         The Mortgage is hereby modified and amended as follows:

     (a) Principal  Amount of Loan.  All  references to the sum One Million Five
Hundred  Thousand and 00/100  Dollars  ($1,500,000.00)  in the Mortgage shall be
deleted in its entirety and  substituted in its place and stead shall be the sum
of all advances  made by Mortgagee to Mortgagor up to One Million  Seven Hundred
Fifty Thousand and 00/100 Dollars ($1,750,000.00).

     (b) Debenture.  References in the Mortgage to the Debenture shall be deemed
references to the Amended and Restated Debenture dated January 1, 1996.
 
     (c) Events of Default. The following shall constitute  additional Events of
Default under the Mortgage:

          (i) The  default by  Mortgagor  of any  obligation  under the  Amended
and Restated Debenture dated January 1, 1996.

          (ii) The sum ("Borrowing Base") of the following as of the last day of
any month shall be less than Three Million and 00/100 Dollars ($3,000,000.00):

              (a) Mortgagor's accounts receivables and inventory, as  carried 
on Mortgagor's books and records in accordance with Mortgagor's customary
accounting procedures consistently applied;

              (b) the amount of any principal due Mortgagee repaid subsequent 
to January 1, 1996; and

              (c) any cash maintained as security for Mortgagee in a segregated
account under terms satisfactory to Mortgagee.

         (iii) Any default by Mortgagor of its obligations under this Amendment 
and any documents delivered in conjunction therewith.



                                      - 8 -
 <PAGE>


     (c) Remedies Upon Default. As a limitation on the remedies upon default set
forth in the Mortgage,  the  Mortgagee  hereby agrees it will not take action to
enforce any remedy available to it for a period of thirty (30) days after it has
provided  written  notice of a  declaration  of default  unless such  default is
declared on account of bankruptcy,  in which event this  provision  shall not be
applicable.

         3. CONTINUED VALIDITY OF ORIGINAL LOAN DOCUMENTATION.
 
     Except as otherwise  provided  herein,  the Mortgage shall continue in full
force and effect,  in  accordance  with its  respective  terms,  and the parties
hereto hereby  expressly  ratify,  confirm and reaffirm all of their  respective
liabilities,  obligations, duties and responsibilities under and pursuant to the
Mortgage,  as modified by this  Amendment,  and  Mortgagor  agrees that the same
shall  constitute  valid and binding  agreements  of Mortgagor,  enforceable  in
accordance with its respective terms.

         4. AMENDMENT CONTROLS.

     In the  event of a  conflict  between  the  terms  and  conditions  of this
Amendment and the terms and conditions of the Mortgage, the terms and conditions
of this Amendment shall control.

         5. NO NOVATION.

     This Amendment does not represent new indebtedness (except to the extent of
the Current New Advances as such term in defined in the  Composite  Modification
Agreement) and does not in any way represent  satisfaction of the  indebtedness.
It is the  intention  of the  parties  hereto  that  this  Amendment  shall  not
constitute  a novation and shall in no way  adversely  affect or impair the lien
priority  of the  Mortgage,  the  Security  Agreement  or any  other  instrument
securing the Loan.

         6. REPAYMENT OF CURRENT NEW ADVANCES.

     This Amendment and the documents executed in conjunction therewith shall be
deemed null and void if the  Mortgagor  repays the Current New  Advances  within
thirty (30) days of the date first written above.

         7. ADDITIONAL DELIVERIES.

     Mortgagor is  delivering to Mortgagee  simultaneously  herewith a Composite
Modification Agreement and a substitute Amended and Restated Debenture.



                                                       - 9 -
<PAGE>




     IN WITNESS WHEREOF, the parties have executed this Amendment as of the date
first above written.



WITNESS:                           MORTGAGOR:

                                            ELECTRO-CATHETER CORPORATION
 
/s/Arlene C. Bell                           /s/ Ervin Schoenblum          
                                              Ervin Schoenblum,
                                              Acting President
 


ATTEST:                            MORTGAGEE:

                                            THE T PARTNERSHIP


_________________________                By: /s/ A. H. Nechemie
                                              Partner





                                                      - 10 -
<PAGE>

                          ELECTRO-CATHETER CORPORATION
              12% AMENDED AND RESTATED DEBENTURE DUE AUGUST 1, 2001

                                    Date of Issuance:  January 1, 1996

$1,750,000


     ELECTRO-CATHETER CORPORATION, a New Jersey corporation, (hereinafter called
the  "Company"),  for value  received,  promises to pay to THE T PARTNERSHIP  or
registered  assigns  (the  "Registered  Holder"  hereof)  on August 1, 2001 (the
"Maturity  Date") at the offices of the  Company,  the  principal  amount of all
advances  made by The T  Partnership  to the  Company  up to One  Million  Seven
Hundred  Fifty  Thousand  and  00/100  Dollars  ($1,750,000)  (less  any  amount
theretofore  repaid pursuant to (ii) below) in lawful money of the United States
of  America,  and to pay at the offices of The T  Partnership  in like money (i)
interest  (computed on the basis of a thirty (30) day month,  three  hundred and
sixty  (360)  day  year) on the  unpaid  principal  amount  from the date of the
advance at a rate of twelve percent (12%) per annum, payable on the first day of
each month in arrears (the  "Payment  Date(s)")  until the  principal  hereof is
paid, and (ii) principal,  in  installments  of Twenty-Five  Thousand and 00/100
Dollars ($25,000.00) on the first day of each month commencing September 1, 1996
until August 1, 2001, at which time all remaining  principal and interest  shall
be repaid in full.

     This Amended and Restated  Debenture has been issued  pursuant to a Lending
Agreement (the "Loan Agreement") dated as of August 31, 1995 between the Company
and The T  Partnership  and a Composite  Modification  Agreement  ("Modification
Agreement")  dated  as  of  January  1,  1996  between  the  Company  and  The T
Partnership.

     This Amended and Restated  Debenture is registered as to both principal and
interest at the principal office of the Company.

     This Amended and Restated  Debenture  is further  subject to the  following
provisions.

     1. Interest and Principal. Interest and principal (when due) on the Amended
and Restated  Debenture  shall be payable on each Payment Date to the Registered
Holder of this Amended and Restated Debenture as of the close of business on the
day immediately preceding each Interest Payment Date.

     2. Transfer;  Exchange. The Registered Holder may transfer this Amended and
Restated  Debenture upon surrender of this Amended and Restated Debenture at the
principal  office of the Company,  and, in such event, the Company shall execute
and deliver,  in the name of the designated  transferee or  transferees,  one or
more  new  Debentures  of any  authorized  denominations,  of a  like  aggregate
principal amount. The foregoing notwithstanding, the Company shall have no 





<PAGE>

obligation  to  transfer  this Amended and Restated Debenture on its books, and
shall not do so, unless it shall have received evidence  satisfactory to counsel
for the Company that the transfer will not violate the Securities Act of 1933,  
as amended, or any of the rules and regulations  promulgated thereunder, or the
securities laws of any state.

     At the option of the Registered  Holder,  the Debenture(s) may be exchanged
for  other  Debentures  of any  authorized  denominations,  of a like  aggregate
principal  amount,  upon  surrender  of the  Debentures  to be  exchanged at the
principal office of the Company.  Whenever any Debentures are so surrendered for
exchange,  the  Company  shall  execute and  deliver  the  Debentures  which the
Registered Holder is entitled to receive.

     All  Debentures  issued  upon any  registration  of transfer or exchange of
Debentures shall be valid obligations of the Company,  evidencing the same debt,
and  entitled  to the same  benefits  as the  Debentures  surrendered  upon such
registration of transfer or exchange.

     Every Debenture  presented or surrendered  for  registration of transfer or
for  exchange  shall (if so required by the  Company)  be duly  endorsed,  or be
accompanied  by a written  instrument  of transfer in form  satisfactory  to the
Company,  duly executed by the  Registered  Holder  thereof or his attorney duly
authorized in writing.

     No service charge will be made for any registration of transfer or exchange
of Debentures,  but the Company may require payment of a sum sufficient to cover
any tax or other governmental  charge that may be imposed in connection with any
registration of transfer or exchange of Debentures.

     Prior to due presentment of a Debenture for  registration of transfer,  the
Company,  and any agent of the  Company  may treat the Person in whose name such
Debenture  is  registered  as the owner of such  Debenture  for the  purpose  of
receiving  payment of  principal of (and  premium,  if any) and interest on such
Debenture and for all other purposes  whatsoever,  whether or not such Debenture
be overdue,  and  neither  the  Company  nor any agent of the  company  shall be
affected by notice to the contrary.

         3.    Remedies.

               3.1 Events of Default.  "Event of Default", wherever used in this
Amended and Restated Debenture, means any one of the following events:

                   (a)  default in the payment of any installment of interest
upon this Amended and Restated Debenture on any Payment Date, and continuance 
of uch default for a period of fifteen (15) days; or




                                      - 2 -
<PAGE>



                  (b)   failure to pay the principal  on  the Debenture(s) when
due and continuance of such default for a period of fifteen (15) days; or

                  (c)  a default under any  bond, debenture,  note  or  other
evidence of  indebtedness  for  money  borrowed  by  the  Company  (including 
obligations under leases required to be capitalized on the balance sheet of the
lessee under generally accepted accounting principles but not including any 
indebtedness or obligation for which recourse is limited to property purchased)
in an aggregate principal amount in excess of Three Hundred Thousand and 00/100
Dollars ($300,000.00) or under any mortgage, indenture or instrument under which
there may be issued  or  by  which  there  may  be  secured  or  evidenced  any 
indebtedness for money borrowed by the Company (including such  leases  but not
including such  indebtedness  or  obligation  for  which  recourse is limited to
property purchased) in an aggregate principal amount in excess of Three Hundred
Thousand and 00/100 Dollars ($300,000.00) by the Company, whether such indebted-
ness now exists or shall hereafter be created, which default shall have resulted
in such indebtedness becoming or being declared due and payable  prior  to  the 
date on which it would otherwise have become due and payable or such obligations
being  accelerated,  without such acceleration having been rescinded or annulled
within a period of thirty (30)  days  after  there  shall  have been  given, by 
registered or certified mail, to the Company by Registered Holders  of  at least
fifty percent (50%) of the principal amount of the  Debentures  a written notice
specifying such default and requiring the Company to cause such acceleration  to
be  rescinded or annulled and stating that such notice is a "Notice of Default" 
hereunder; or

                  (d)  the sum of the following as of the last day of any month 
shall be less than Three Million and 00/100 Dollars ($3,000,000.00):

                       (i) Borrower's accounts  receivables and  inventory,  as 
                           carried on Borrower's books and records in accordance
                           with  Borrower's  customary  accounting  procedures
                           consistently applied;

                       (ii) the  amount  of  any  principal due  Lender  repaid 
                            subsequent to January 1, 1996; and

                     (iii) any  cash  maintained  as  security  for Lender in a 
                           segregated  account  under   terms  satisfactory  to 
                           Lender.

                  (e) the  entry  of a decree  or  order  by  a  court  having  
                      jurisdiction  in  the  premises  adjudging  the Company a 
                      bankrupt  or  insolvent, or approving as properly filed a 
                      petition seeking reorganization,  arrangement,  adjustment




                                      - 3 -
<PAGE>

                      or composition of or  in  respect  of  the Company,  under
                      Federal bankruptcy law, as  now  or hereafter constituted,
                      or any  other  applicable  Federal  or  State  bankruptcy,
                      insolvency or other similar law, or appointing a receiver,
                      liquidator,  trustee,  or  other similar official  of the
                      Company or of any  substantial  part  of its  property, or
                      ordering the winding up or liquidation of its affairs, and
                      the continuance of any  such  decree or order unstayed and
                      in effect for a period of 60 consecutive days; or

                  (f) the commencement  by the Company of a voluntary case under
                      Federal  bankruptcy law, as now or hereafter constituted,
                      or any  other  applicable  Federal  or  State  bankruptcy,
                      insolvency, or other similar law, or the consent by it to 
                      the institution or  bankruptcy or  insolvency  proceedings
                      against it, or the filing by it of a petition or answer or
                      consent seeking reorganization  or  relief  under  Federal
                      bankruptcy law or any  other  applicable  Federal or State
                      law, or  the  consent by it to the filing of such petition
                      or to the appointment of a receiver, liquidator, assignee,
                      trustee, sequestrator  or similar official of the Company 
                      or of any substantial part of its property, or the making 
                      by it of an assignment for the benefit  of  creditors,  or
                      the admission by it in writing of its inability to pay its
                      debts generally  as  they  become  due, or  the  taking of
                      corporate action by the Company in furtherance of any such
                      action; or

                  (g) an Event of Default, as defined in the Loan Agreement and
                      the Modification Agreement.

               3.2  Acceleration of Maturity:  Rescission and  Annulment.  If an
Event of Default  occurs  and  is  continuing,  then and in every such case  the
Registered  Holders  of  not  less  than fifty  percent  (50%) of the  principal
amount of the Debentures  may declare the principal  of all the Debentures to be
due and payable  immediately,  by  notice in writing to the Company and upon any
such  declaration  such  principal  shall  become  immediately  due and payable.

                    At  any  time  after  such a declaration of acceleration has
been made and before a judgment or decree for payment of the money due has  been
obtained, the Registered Holders of a majority  of  the  principal amount of the
Debentures,  by  written  notice  to  the  Company, may  rescind and  annul such
declaration and its consequences. No such rescission shall affect any subsequent
default or impair any right consequent thereon.

               3.3  Limitation on Remedies.  As a  limitation  on  the  remedies
upon default set forth herein, the Registered  Holder  may  not  take action  to
enforce any remedy available to the Registered Holder  for a  period  of  thirty
(30) days  after  the  Registered  Holder  has  provided  written  notice  of  a
declaration of default unless such default is declared on account of bankruptcy,
in  which event  this  provision shall not be applicable.




                                      - 4 -
<PAGE>


               3.4  Delay or Omission Not Waiver.  No delay or omission  of  the
Registered Holder to exercise any right or remedy  accruing  upon any  Event  of
Default shall impair any such right or remedy or constitute a waiver of any such
Event  of  Default or any acquiescence therein.  Every right and remedy given by
this Section  or  by  law to the Registered Holder may be exercised from time to
time, and as often as may be deemed expedient.

               3.5  No Recourse.  No recourse shall be had  for  the  payment of
the principal of or the interest on, this Amended and Restated Debenture, or any
part hereof, or for any claim based hereon or  otherwise in respect hereof or of
the  indebtedness  represented  hereby  against  any incorporator,  stockholder,
officer or director, as such, past  present or  future, of  the  Company, either
directly or  through  the  Company,  whether by  virtue  of  any  constitutional
provision, statute or rule of law, or  by  the  enforcement of any assessment or
penalty or otherwise.

         4.    Covenants.

               4.1  Payment of Principal, Premium and Interest. The Company will
duly and punctually pay the  principal  of and  interest  on  the  Debentures in
accordance with the terms of the Debentures.

               4.2  Maintenance of Office or Agency. The principal office of the
Company on the Date of Issuance hereof is located at 2100  Felver Court, Rahway,
New Jersey 07065.  The Company will give prompt written notice to the Registered
Holder of any change in the location of its principal offices.

                    The Company may also from time to time designate one or more
other offices where the Debenture(s) may be presented or surrendered  for any or
all such purposes and may  from  time  to  time  rescind such designations.  The
Company will  give  prompt  written  notice to the Registered Holder of any such
designation or rescission and of any change in the location of any such office.

               4.3  Company Existence.  The Company will do or cause to  be done
all things necessary to preserve and keep in full force and effect its corporate
existence, rights (statutory and other) and  franchises; provided, however, that
the Company shall not be required to preserve any such right or franchise if the
Board of Directors of the Company shall determine that the preservation  thereof
is no longer desirable in the conduct of  the  business  of  the Company and the
loss thereof is not disadvantageous in any material  respect  to  the Registered
Holder.

         5.    Prepayment.

               5.1  The Company may prepay this Amended  and  Restated Debenture
in whole or in part at any time.





                                      - 5 -
<PAGE>

               5.2  The Company shall prepay this Amended and Restated Debenture
in the event that either:

                    (i)  the Company is merged into or consolidated with another
                         corporation, or

                   (ii)  the Company sells all or substantially all of its
                         assets.

         6.    Miscellaneous.

               6.1  Notice to the Company.  For  purposes  of  this  Amended and
Restated Debenture, notice of the events contemplated herein to be given  by the
Registered Holder shall be deemed given if  sent in  writing  by certified mail,
return receipt requested, to the Company  at  its  principal  office as follows,
unless otherwise designated by the Company:

                           Electro-Catheter Corporation
                           2100 Felver Court
                           Rahway, New Jersey 07065

               6.2  Notice to Registered Holder.  When this Amended and Restated
Debenture provides for notice to the Registered Holder of any event, such notice
shall be sufficiently  given  if  in  writing  and  mailed,  first-class postage
prepaid, to the Holder, at  such  Holders address as it appears in the Debenture
Register  (initially   c/o  Fred   Lafer,   433 Hackensack  Avenue,  6th  Floor,
Hackensack, New  Jersey  07601), not later than the latest date, and not earlier
than the earliest date, prescribed for the giving of such notice.  In  any  case
where  notice  to  Holder  is  given  by  mail, neither the failure to mail such
notice, nor any defect in any notice so mailed, to  any  particular Holder shall
affect the sufficiency of such notice with respect to other Holders.

               6.3  Governing Law.  This Amended and Restated Debenture shall be
governed  by  and  construed  in  accordance  with  the laws of the State of New
Jersey.

     IN WITNESS  WHEREOF,  the  Company has caused  this  instrument  to be duly
executed under its seal.

                                            ELECTRO-CATHETER CORPORATION


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

Attest:

/s/Arlene Bell
--------------
Arlene Bell, Secretary




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