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                                                                 Exhibit 10.28



          Confidential Materials omitted and filed separately with the
         Securities and Exchange Commission. Asterisks denote omissions.


               AMENDMENT #5 TO CONSULTING AND TECHNOLOGY AGREEMENT

                             RICHARD JONATHAN COHEN

                                       And

                              CAMBRIDGE HEART, INC.

The Consulting and Technology Agreement ("Agreement") originally dated February
8, 1993 and amended May 26, 1998, June 1, 2000, January 1, 2002 and January 1,
2003 is amended effective May 7, 2003.

1)       The term of the CONSULTING PERIOD is extended to May 31, 2015.
         Effective January 1, 2004 COHEN's obligation in terms of consulting
         time is reduced to 18 days per year.

2)       The royalties on NET SALES due COHEN under Paragraph 6.1 of the
         Agreement are hereby adjusted as follows:

         i)       In calendar year 2003, the royalty for each fiscal quarter
                  shall be one percent (1%) on all NET SALES up to the amount of
                  NET SALES achieved in the corresponding quarter in the
                  previous year, and one and one-half percent (1.5%) on all NET
                  SALES in excess of the amount of NET SALES achieved in the
                  corresponding quarter in the previous year. If NET SALES for
                  calendar year 2003 shall be greater than or equal to $[**] but
                  less than $[**] then the company shall pay COHEN by February
                  28, 2004 an additional amount to bring the total royalty paid
                  on NET SALES for calendar year 2003 up to one and four tenths
                  percent (1.4%) of NET SALES for calendar year 2003. If the NET
                  SALES for calendar year 2003 shall be greater than or equal to
                  $[**] then the company shall pay COHEN by February 28, 2004 an
                  additional amount to bring the total royalty paid on NET SALES
                  for calendar year 2003 up to one and five tenths percent
                  (1.5%) of NET SALES for calendar year 2003.

         ii)      In calendar year 2004, the royalty for each fiscal quarter
                  shall be one percent (1%) on all NET SALES up to the amount of
                  NET SALES achieved in the corresponding quarter in the
                  previous year, and one and one-half percent (1.5%) on all NET
                  SALES in excess of the amount of NET SALES achieved in the
                  corresponding quarter in the previous year. If the NET SALES
                  for calendar year 2004 shall be greater than or equal to $[**]
                  but less than $[**] then the company shall pay COHEN by
                  February 28, 2005 an additional amount to bring the total
                  royalty paid on NET SALES for calendar year 2004 up to one and
                  four tenths percent (1.4%) of NET SALES for



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                  calendar year 2004. If the NET SALES for calendar year 2004
                  shall be greater than or equal to $[**] then the company shall
                  pay COHEN by February 28, 2005 an additional amount to bring
                  the total royalty paid on NET SALES for calendar year 2004 up
                  to one and five tenths percent (1.5%) of NET SALES for
                  calendar year 2004.

         iii)     Effective January 1, 2005 and continuing through May 31, 2015
                  the royalty on NET SALES shall be increased to one and five
                  tenths percent (1.5%) of NET SALES.

3)       COHEN is hereby granted options to purchase 300,000 shares of common
         stock of Cambridge Heart, Inc at a price of $0.34 per share. These
         options shall remain in force for ten years from the effective date of
         this agreement, shall vest immediately, and not be contingent on COHEN
         having an ongoing consulting or employment relationship with the
         company. This grant however shall be contingent on the company's
         stockholders approving by June 30, 2003 all motions or resolutions
         necessary to allow this grant.

4)       The monthly retainer for consulting services is reduced to zero
         effective July 1, 2003. However, if the company's shareholders shall
         fail to approve by June 30, 2003 all motions or resolutions necessary
         to allow both the restricted stock grant issued under Amendment #4 to
         this Agreement and the stock options issued under this Amendment #5,
         the monthly retainer for consulting services shall revert to $15,000
         per month effective July 1, 2003.

5)       Further extension of the term of the CONSULTING PERIOD shall be
         contingent upon written agreement of the parties.

6)       Section 2.4 (including subsections (a), (b), and (c)) of the Agreement
         - which relates to the option of the Company to hire COHEN, should he
         leave his current MIT employment, on a full time basis at a multiple of
         his annual consulting fee - is hereby annulled.

Terms not otherwise defined herein shall have the meanings assigned to them in
the Agreement.

All of the other terms of the Agreement are hereby ratified and confirmed.


RICHARD J. COHEN                             CAMBRIDGE HEART, INC

By: /s/ RICHARD J. COHEN                     By: /s/ DAVID CHAZANOVITZ
    --------------------                         ---------------------


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