SUPPLY AGREEMENT

          THIS SUPPLY AGREEMENT  ("Agreement") is dated as of June 30, 2000 (the
"Effective  Date"),   between  Edwards  Lifesciences  LLC,  a  Delaware  limited
liability  company  ("Edwards"),  and Valentine  Acquisition  Corp.,  a Delaware
corporation  ("Newco")  and Edwards  Novacor LLC, a Delaware  limited  liability
company ("Purchaser").

                                    RECITALS

          A.  Edwards  is  capable  of   manufacturing   certain   devices  more
particularly described in the specifications set forth in the attached Exhibit A
(the   "Specifications")  and  which  are  referred  to  in  this  Agreement  as
"Products."

          B. Purchaser desires to purchase the Products for use as components in
the manufacture of its heart assist and replacement  devices and Edwards desires
to sell the Products to  Purchaser  upon the terms and  conditions  set forth in
this Agreement.

                                    AGREEMENT

          NOW   THEREFORE,   in   consideration   of  the  foregoing  and  other
consideration,  the receipt and sufficiency of which is hereby acknowledged, the
parties hereto agree as follows:

          1. Purchase and Delivery.  Edwards agrees to manufacture  and sell the
Products to  Purchaser,  and  Purchaser  agrees to purchase  the  Products  from
Edwards upon the following terms:



          (a)  Purchaser  shall provide Edwards with a rolling twelve (12) month
               forecast of its purchase  requirements for the Products,  updated
               on a quarterly  basis. The initial forecast is attached hereto as
               Exhibit  B.  In  conjunction  with  the  quarterly   twelve-month
               forecast,  Purchaser will provide Edwards with a binding purchase
               order  equal to the first  three (3) months of the  forecast on a
               form of purchase order mutually agreed to by the parties. Edwards
               will use commercially  reasonable efforts to deliver the Products
               according  to the  schedule  set  forth  in each of the  purchase
               orders,  provided that such schedules  will not require  delivery
               earlier than 45 days from the date of the purchase order.

          (b)  All  sales  of  Products  shall  be  subject  to  the  terms  and
               conditions  of  this  Agreement.  If  there  is any  conflict  or
               difference in interpretation between any Purchaser purchase order
               and this  Agreement,  the terms and  conditions of this Agreement
               shall supersede those of such purchase order.

          2.  Payment and  Shipping.  The price paid by Purchaser to Edwards for
the Products shall be as set forth on Exhibit D hereto, which Edwards represents
and warrants  are the prices which are  currently in effect with respect to such
Products,  and shall remain  unchanged  through  12/31/2001.  As of 1/1/2002 the
prices set forth on Exhibit D shall be adjusted to the lesser of (a) an increase
of 25%; (b) the average  selling  prices for such  Products in the United States
(when sold by Victoria)  reduced by a discount of 25% or (c) the most  favorable
price provided to any other  customer in the United States.  Edwards may further
adjust the prices by up to 5% per year during any year  following the expiration
of the Initial  Term.  Terms of payment are net 45 days from receipt of Product.
Edwards  shall ship the  Products  F.O.B.  Edwards'  manufacturing  facility via
mutually  agreed upon carriers.  Purchaser  shall pay all normal freight charges
and the Products are tendered to Purchaser upon receipt by the carrier.

          3. Materials Provided by Purchaser. The components listed on Exhibit C
("Components") shall be provided to Edwards by Purchaser at the prices set forth
on  Exhibit  C  for  inclusion  in  the  Products.  Purchaser  shall  be  solely
responsible  for  determining  the  suitability  of each of the  Components  for
inclusion in  Purchaser's  device and for inspecting  such  Components to insure
that there are no  manufacturing  or other defects in the Components.  Purchaser
warrants that all products  sold to Edwards  under this  Agreement are free from
defects in materials, workmanship and good and marketable title.

          4. Term.  This  Agreement  will come into effect on the Effective Date
and will  continue  for an  initial  term  ("Initial  Term") of five (5)  years.
Thereafter,  this Agreement will be automatically  renewed for one-year terms on
each anniversary of the Effective Date unless  terminated  pursuant to Section 5
below.

          5. Termination. This Agreement may be terminated by:


          (a)  Either party (i) upon any anniversary of the Effective Date after
               the Initial Term,  if the  terminating  party  provides the other
               party with 180 days  prior  written  notice of such  termination,
               (ii) if any material breach by the other party remains uncured 30
               days after written  notice  containing  details of the breach has
               been  delivered to the other  party;  or (iii) if the other party
               shall file for protection from its creditors under any applicable
               bankruptcy or insolvency  laws,  shall make an assignment for the
               benefit of creditors,  or shall have a receiver appointed for its
               property;

          (b)  Edwards upon 180 days written notice after the Initial Term if it
               elects not to continue to manufacture any of the Products.

          6. Confidentiality.  During discussions leading up to the execution of
this Agreement,  and during the course of performing  each of their  obligations
under this  Agreement,  it is  anticipated  that Edwards and Purchaser will each
learn confidential and proprietary information ("Confidential Information") that
is the property of the other. The party supplying such Confidential  Information
("Disclosing  Party")  shall  mark  all  written  materials  deemed  to  contain
confidential or proprietary  information  "Confidential  Information," and shall
provide  a  written   representation   of  any  orally  or  visually   presented
Confidential Information,  which shall also be marked "Confidential Information"
within thirty (30) days of disclosure  of such  information  to the other party.
Any samples or equipment  provided by either  Purchaser  or Edwards  pursuant to
this Agreement,  including, without limitation,  instructions or other materials
provided therewith,  shall be considered Confidential Information whether or not
so marked.

          A party which receives  Confidential  Information  ("Receiving Party")
shall  make  reasonable  efforts  to  ensure  that  neither  it  nor  any of its
subsidiaries,  divisions,  directors,  officers,  employees, agents, independent
contractors  or other  organizations  or persons  over  which it has  control or
acting on its behalf,  will:  (i) directly or  indirectly  use any  Confidential
Information for any purpose which is not directly related to (A) its obligations
under this Agreement,  or, (B) if the Receiving Party is Purchaser,  the further
handling, processing,  marketing and sale of the Products and items in which the
Products  become  components;  or  (ii)  disseminate  or  disclose  any  of  the
Confidential  Information  to any  person  or  persons  who do not  need to have
knowledge of the Confidential Information in the course of their employment with
Receiving Party, without the express written consent of the Disclosing Party for
a period of three (3) years from the receipt thereof.

          (a)  The parties'  obligations under this Agreement shall not apply to
               any Confidential Information which:

               (i)  Is or becomes  publicly  known  without the  wrongful act or
                    breach of this Agreement by the Receiving Party;

              (ii)  Is  independently  developed by the Receiving  Party without
                    the benefit of the disclosed Confidential Information, or is
                    already  known  to  the  Receiving  Party  at  the  time  of
                    disclosure;

             (iii)  Is rightfully  received by the Receiving  Party from a third
                    party who is not under any obligation of  confidentiality to
                    the Disclosing Party; or

              (iv)  Is  disclosed  by  the  Receiving  Party  with  the  written
                    approval of the Disclosing Party.

          (b)  Confidential  Information  shall not be deemed to be available to
               the public or in Edwards' prior possession  merely because it was
               embraced by more general  information  available to the public or
               in the prior possession of Edwards.

          (c)  The obligation to keep Confidential  Information confidential and
               the obligation for non-use of such  information  set forth herein
               shall survive the termination of this Agreement. Upon termination
               of this Agreement,  Purchaser and Edwards will (i) return or (ii)
               certify  in  writing   the   destruction   of  all   Confidential
               Information  to  the  Disclosing   Party  with  respect  to  such
               information,   including,   without  limitation,   all  drawings,
               specifications,  manuals and other printed or reproduced material
               (including  information stored on machine readable media) and all
               copies of such information made by the Receiving Party.


          7.  Warranty.  Edwards  warrants  that all products  sold to Purchaser
under this  Agreement  are free from  defects  caused by Edwards'  manufacturing
process and that Edwards has  manufactured  the Products in accordance  with the
Specifications.  Edwards EXPRESSLY  DISCLAIMS AND PURCHASER EXPRESSLY WAIVES ALL
OTHER  WARRANTIES,  EXPRESS OR  IMPLIED,  INCLUDING  THE IMPLIED  WARRANTIES  OF
MERCHANTABILITY  AND  FITNESS  FOR A  PARTICULAR  PURPOSE.  NOTWITHSTANDING  THE
FOREGOING,  Edwards SHALL NOT BE RESPONSIBLE  FOR ANY DEFECTS OR FAILURE TO MEET
THE SPECIFICATIONS CAUSED BY DEFECTS OR LIMITATIONS IN THE MATERIALS SUPPLIED TO
Edwards BY PURCHASER.

          8. Damages Limitation.  Purchaser's remedies under the express limited
warranty  set forth above shall be limited to the repair or  replacement  of the
Products, at Edwards' discretion.

          9. Indemnification.

          (a)  Edwards  hereby  indemnifies  and  agrees to  defend  and to hold
               Purchaser,  its affiliates,  shareholders,  directors,  officers,
               employees,  successors, and assigns harmless from and against all
               third-party  claims  including,   without  limitation,   personal
               injury,  intellectual property and regulatory losses,  attorney's
               fees and  expenses,  arising  from or  related  to the use of any
               Product  or  allegedly  caused  by  any  Product   (collectively,
               "Losses")  to the extent  such Losses  result from the  Product's
               failure  to meet the  Specifications  and such  failure  is not a
               result of  Purchaser's  negligence  or defects in the  Components
               supplied by Purchaser to Edwards.

          (b)  Purchaser  hereby  indemnifies  and  agrees to defend and to hold
               Edwards,  its  affiliates,  shareholders,   directors,  officers,
               employees,  successors, and assigns harmless from and against all
               Losses,   including,   without   limitation,   personal   injury,
               intellectual property and regulatory losses,  attorney's fees and
               expenses,  arising  from or related to the use of any  Product or
               allegedly  caused by any Product except to the extent such Losses
               result from a Product's  failure to meet the  Specifications  and
               such failure is not a result of Purchaser's negligence or defects
               in the  Components  supplied by Purchaser  to Edwards.  Purchaser
               will maintain  appropriate  insurance  protections  in support of
               this indemnification obligation.

          (c)  The party seeking indemnification (the "Indemnified Party") shall
               notify the indemnifying party (the  "Indemnifying  Party") of all
               claims that may be subject to indemnification  under this Article
               within a reasonable  time after their  receipt.  The  Indemnified
               Party will cooperate fully with  Indemnifying  Party in defending
               or otherwise  resolving each such claim. The  Indemnifying  Party
               will have full  control of the  defense of all such  claims.  The
               Indemnified  Party,  at its  expense,  shall  be  entitled  to be
               represented   by  its  own  counsel  in  any  such   claim.   The
               Indemnifying  Party  agrees  to bear all costs  and  expenses  of
               defense,  including its own  attorney's  fees in connection  with
               such  claim,  and  the  Indemnifying  Party  will  reimburse  the
               Indemnified  Party for each  disbursement made by the Indemnified
               Party in satisfaction of a final judgment issued in such claim.

          10. Entire Agreement;  No Waiver.  This Agreement  contains the entire
agreement  between the parties relating to Purchaser's  purchase of the Products
from Edwards and all prior  understandings  between the parties relating thereto
are superseded by this  Agreement.  None of the terms of this Agreement shall be
deemed to be waived or amended by either  party  unless such waiver or amendment
specifically  references this Agreement and is in writing signed by the party to
be bound.  Waiver by either party of any default by the other will not be deemed
a waiver by such party of any default by the other that may thereafter occur.

          11.  Notices.  All  notices  given  under this  Agreement  shall be in
writing and may be delivered (i) by hand, (ii) by United States mail,  certified
or registered,  return receipt requested, (iii) by overnight courier service, or
(iv) by facsimile  transmission.  Notices shall be deemed to have been received:
if hand  delivered,  when so  delivered;  if mailed,  five days after deposit as
certified or registered mail; if by courier, on the date scheduled for delivery;
and if by facsimile  transmission,  on the date shown on the confirmation of the
transmission  generated by the sending machine. All notices shall be sent to the
addresses and facsimile numbers set forth below (or at such address or facsimile
number as the receiving  party may specify from time to time in accordance  with
this Section):

        If to Edwards:                            If to Purchaser:

        Edwards Lifesciences                      World Heart Corporation
        One Edwards Way                           1 Laser Street
        Irvine, California  92614                 Nepean, Ontario  K2E 7V1
        Attn:  Supplier Relations                 Attn:  Chief Financial Officer
        Facsimile: (949) 756-4309                 Facsimile: (613) 226-4744

          12.  Dispute  Resolution.  Any  claim or  controversy  relating  to or
arising  from  this  Agreement  that is not fully  resolved  by  negotiation  or
mediation  between  the  parties  within  thirty  (30) days after a party  first
notifies  the other  party of such  claim or  controversy  shall be  solely  and
finally   settled  by  arbitration   in  accordance   with  the  CPR  Rules  for
Non-Administered Arbitration of Business Disputes ("CPR Rules"). The arbitration
shall be conducted in the Irvine, California by a sole arbitrator,  who shall be
a former judge, appointed jointly by the parties ("Arbitrator").  If the parties
cannot agree on the  appointment of an  Arbitrator,  they shall each propose one
individual from CPR's Regional Panel of Distinguished  Neutrals for the State of
California.  The  two  proposed  individuals  shall  mutually  appoint  a  third
individual,  who is a former judge,  from the same panel,  to be the Arbitrator.
Any court having jurisdiction thereof may enter judgment upon the award rendered
by the Arbitrator.  To the extent  permissible under applicable law, the parties
agree that the award of the Arbitrator  shall be final and shall be subject only
to the judicial review permitted by the CPR Rules.

          13. Assignment.  This Agreement shall be binding upon and inure to the
benefit of the parties,  their  successors and assigns.  This Agreement shall be
assignable by Edwards,  in whole or in part, without the consent of Purchaser to
any Edwards affiliate and by either party with the written consent of the other.
Any attempt to assign that does not comply with the terms of this Section  shall
be void.

          14. Governing Law;  Severability.  This Agreement shall be governed by
and construed in accordance  with the internal laws of the State of  California.
If any portion of this  Agreement is found by a court of competent  jurisdiction
to be illegal,  invalid or unenforceable,  such portion shall be deleted and all
other terms and  conditions  of this  Agreement  shall  remain in full force and
effect and shall be interpreted to achieve, to the greatest extent possible, the
objectives of this Agreement taken as a whole, including the illegal, invalid or
unenforceable provision.

          15.  Counterparts.  This  Agreement  may be  executed in any number of
counterparts,  each of which shall be  considered  an original  and all of which
shall constitute one and the same instrument.

          16.  No  Third  Party  Beneficiaries.  Nothing  in this  Agreement  is
intended  to create any rights by persons not a party to this  Agreement  and no
other party will be construed to be a third party  beneficiary of this Agreement
or otherwise have any legal or equitable rights as a result of this Agreement.


<PAGE>


          IN WITNESS  WHEREOF,  authorized  representatives  of the parties have
executed this Agreement as of the Effective Date.

                         EDWARDS:       Edwards Lifesciences LLC,
                                          a Delaware limited liability company,


                                        By:  /s/ Michael A. Mussallem
                                           Title:  President and Chief Executive
                                                     Officer



                         NEWCO:         Valentine Acquisition Corp.,
                                          a Delaware Corporation


                                        By: /s/ Roderick M. Bryden
                                           Title: President


                         PURCHASER:     Edwards Novacor LLC,
                                          a Delaware limited liability company,


                                        By: /s/ Michael A. Mussallem
                                           Title: President


<PAGE>


                                    EXHIBIT A

                                 SPECIFICATIONS

                      PRODUCTS PURCHASED FROM EDWARDS (EW)

 EW Part #           Novacor Part #                    Description
 ---------           --------------                    -----------
 640052001            0901-0033-01             Valves-Inflow (Sterile)
 640053001            0901-0034-01             Valves-Outflow (Sterile)

 640051001            0901-0048                Conduits-Inflow (Non-Sterile)

 600178021            8575-0001                Apical Rings-Inflow (Non-Sterile)
 640054001            8575-0002                Apical Rings-Inflow (Non-Sterile)

 640172002            0901-0052                Ptfe-Conduit 9 CM (Non-Sterile)
 640172001            0901-0056                Ptfe-Conduit 6 CM (Non-Sterile)

                              Per Drawings Attached

This exhibit contains  technical  drawings and schematics of the above parts and
components which are available from the Registrant upon request.


<PAGE>


                                    EXHIBIT B

                                    FORECAST



[TO BE PROVIDED]


<PAGE>


                                               EXHIBIT C

                    PRODUCTS/COMPONENTS SOLD TO EDWARDS (EW)


                                                                   EW Purchase
EW Part #       Novacor Part #      Description                    Price ($US)
---------       --------------      -----------                    -----------
141373801       0902-0114           Fab. Screw                        3.730
141369801       0902-0105           Wave Washer                      16.670
141460801       0902-0103           Finger Washer                    16.360
141367801       0902-0104-01        Male Nut Inflow                  54.900
141367802       0902-0104-02        Male Nut Outflow                 54.900
141365801       0902-0102           Fab. Nipple Inflow               48.600
141364801       0902-0100           Fab. Body Inflow                 96.300
141366801       0902-0101           Fab. Guide Inflow                47.700
141346801       0804-0001           Inflow Sinus                    130.700
141346811       0804-0004           Inflow Adapter                   42.440
141345801       0902-0091           Stent Washer                     20.440
141372801       0902-0113           Fab. Cage Outflow                90.900
141370801       0902-0107           Fab. Guide Outflow               48.600
141371801       0902-0106           Fab. Body Inflow                 64.800
141346802       0804-0002           Outflow Sinus                   130.700
141346822       0804-0005           Outflow Adapter                  72.440
141362801       0902-0110           Wave Washer                      23.840
141360801       0902-0115           Coupling Nut                     43.200
141361802       0902-0121           Flex Rein. Animal-Inflow        765.150
                0902-0122           Flex Rein. Animal-Outflow       663.400
141358801       0810-1126           LV Stent                         72.620
115371801       0810-0323           Ptfe Stent                       77.052
115397801       0810-0324           Ptfe Support                    109.773
115837801       0902-0092           Ptfe Wave Washer                 36.700
115835801       0902-0134           Ptfe Coupling Nut               401.304
115836801       0902-0135           Ptfe Connector Ring             178.227



<PAGE>


                                    EXHIBIT D
                      PRODUCTS PURCHASED FROM EDWARDS (EW)


                                                                     Novacor
              Novacor                                                Purchase
EW Part #     Part #            Description                          Price ($US)
---------     ------------      -----------                          -----------
640052001     0901-0033-01      Valves-Inflow (Sterile)               1,753.60
640053001     0901-0034-01      Valves-Outflow (Sterile)              1,791.09

640051001     0901-0048         Conduits-Inflow (Non-Sterile)         1,314.90

600178021     8575-0001         Apical Rings-Inflow (Non-Sterile)        65.27
640054001     8575-0002         Apical Rings-Inflow (Non-Sterile)        65.27

640172002     0901-0052         Ptfe-Conduit 9 CM (Non-Sterile)       1,297.77
640172001     0901-0056         Ptfe-Conduit 6 CM (Non-Sterile)       1,297.77



<PAGE>

<TABLE>
<S>                          <C>                    <C>              <C>
One Edwards Way              800-424-3278           Customer Name    World Heart Corporation
Irvine, CA 92614-5688 USA    Fax:  949-250-3446     Account No.
                                                    Group
                                                    Contract No.
</TABLE>


This Agreement is between Edwards  Lifesciences  LLC ("Edwards") and World Heart
Corporation,  a Canadian corporation with an address of 1 Laser Street,  Nepean,
Ontario, Canada K2E7V1 ("Purchaser").

Edwards  agrees to supply  Purchaser  with the  products  described or listed in
Schedule A ("Products"),  and Purchaser agrees to buy these Products for its own
use from Edwards subject to the following:

1.   This Agreement shall be for a term of five (5) years commencing on June 30,
     2000 ("Effective Date"). For purposes of this Agreement,  a year shall mean
     the twelve (12) consecutive months immediately following the Effective Date
     or any anniversary of such date.

2.   The prices which Purchaser shall pay to Edwards for the Products covered by
     this Agreement shall be as shown on Schedule A, and orders shall be shipped
     FOB Edwards's  shipping point.  Purchaser shall purchase the Minimum Annual
     Quantities  stated on  Exhibit A during  each year of this  Agreement.  The
     price for the Product shall be as set forth on Schedule A for Products used
     in testing and clinical  trials of the World Heart Heart Saver device which
     Edwards represents and warrants is the price which is in effect with regard
     to  such  product.  For  Products  used  in  devices  which  will  be  sold
     commercially,  the price for the Product shall be the lower of (1) the most
     favorable  price  offered  any other  U.S.  customer  of Edwards or (2) the
     average selling price of the Product in the U.S.  discounted by twenty-five
     percent (25%).

3.   Payment terms are net 45 days from invoice date. A service charge of 1-1/2%
     per 30 days or fraction  thereof (or the highest  amount allowed by law, if
     lower) will be added to all amounts  past due.  All  payments by  Purchaser
     shall be  applied  first to any  service  charges  due and then to the most
     recent  purchase by  Purchaser  from  Edwards.  Purchases  shall be made in
     accordance with such further terms  (including  returned goods policies and
     minimum order quantities) as set forth in the Edwards Product Price List in
     effect on the date of shipment.

4.   Edwards  will use  commercially  reasonable  efforts  to fill  orders,  but
     Edwards  shall  not be liable  for  nonperformance  or  delays  caused by a
     shortage of raw materials,  manufacturing problems, labor problems, acts of
     regulatory  agencies,  discontinuation  of a product line,  acts of God, or
     other causes beyond Edwards's control. Purchaser agrees that in such events
     Edwards may allocate products among all purchasers, without liability.

5.   If Edwards and Purchaser are parties to any other  agreements  covering the
     sale of the same Products  covered by this Agreement,  then, with regard to
     such Products,  this Agreement  shall supersede such other  agreements.  No
     changes in this Agreement,  including any  conflicting or additional  terms
     contained in any purchase or other document  submitted by Purchaser,  shall
     be valid  unless  approved in writing by Edwards at its home  office.  This
     agreement  shall not be assigned  by  Purchaser  without the prior  written
     consent of Edwards. Purchaser's obligations under this Agreement, including
     any minimum quantity commitments, shall remain binding on Purchaser even if
     Edwards  consents  to  Purchaser's   assignment  of  this  Agreement  to  a
     distributor.  This agreement  shall be governed and construed in accordance
     with the laws of the State of California.

6.   In the event Purchaser is delinquent in payments of any amounts to Edwards,
     whether or not related to this  Agreement,  Edwards shall have the right to
     terminate this Agreement and any other  agreements with Purchaser,  and all
     amounts owed to Edwards under all agreements  will become  immediately  due
     and payable  and  Purchaser  agrees to pay all  reasonable  attorney  fees,
     expenses,  and court costs  associated  with the  collection  of the unpaid
     balance.

7.   The dollar value of any products and services NOT paid for by Purchaser but
     received by Purchaser  from Edwards under this  Agreement are "discounts or
     other reductions in price" to Purchaser under section  1128(b)(3)(A) of the
     Social  Security  Act, 42 U.S.C.  1320a-7b(b)(3)(A),  and  Purchaser  shall
     disclose  the  discount  or  reduction  in price under any state or federal
     program which provides cost or charge based  reimbursement to Purchaser for
     the products or services covered by this Agreement.


<TABLE>

<CAPTION>


<S>                                               <C>

                                                  PURCHASER    World Heart Corporation
                                                               -----------------------
                                                                     Customer Name

By: /s/ Michael A. Mussallem                      By:/s/ Roderick M. Bryden
   ----------------------------                   --------------------------------------------
         Edwards Representative                   Purchaser Representative


Name: Michael A. Mussallem                        Name: Roderick M. Bryden
     --------------------------                         --------------------------------------
         (Type or Printed)                                   (Typed or Printed)


Title: President and Chief Executive Officer      Title: President and Chief Executive Officer
      -------------------------                          -------------------------------------

Date:                                             Date:
     --------------------------                          -------------------------------------

</TABLE>