TRANSITION SERVICES AGREEMENT


                                  by and among


                            EDWARDS LIFESCIENCES LLC,

                                WORLD HEART INC.

                                       and

                             WORLD HEART CORPORATION


                            Dated as of June 30, 2000



<PAGE>
                          TRANSITION SERVICES AGREEMENT

          TRANSITION  SERVICES  AGREEMENT (the "Agreement") dated as of June 30,
2000,  between Edwards  Lifesciences  LLC, a Delaware limited  liability company
("Edwards"),  and formerly known as World Heart Inc., a Delaware corporation and
formerly known as ("Newco"), and World Heart Corporation, an Ontario corporation
("World Heart").

                               W I T N E S S E T H

          WHEREAS,   pursuant  to  that  certain  Contribution   Agreement  (the
"Contribution  Agreement")  dated  as of May 24,  2000,  by and  among  Edwards,
Edwards Novacor LLC, a Delaware limited liability company ("Novacor LLC"), Newco
and World Heart,  Edwards  contributed all outstanding  membership  interests in
Novacor LLC to Newco (the "Contribution");

          WHEREAS,  in order for Newco to operate  Novacor LLC  effectively in a
transition  period following the consummation of the  Contribution,  World Heart
and Newco desire to enter into certain arrangements with Edwards with respect to
the performance of certain transition services;

          WHEREAS, Edwards is willing to enter into such transition arrangements
on the terms and conditions set forth herein.

          NOW,  THEREFORE,   in  consideration  of  the  mutual  agreements  and
covenants  contained herein and for other good and valuable  consideration,  the
receipt and  sufficiency  of which are hereby  acknowledged,  the parties hereto
agree as follows:


                                    ARTICLE 1

                             SERVICES TO BE PROVIDED

          Section 1.1 Provision of Services.  Edwards shall provide the services
listed on Exhibit A hereto and such  modified or  additional  services as may be
agreed  upon by Newco and  Edwards  from  time to time and set forth in  written
amendments  to the  Agreement  (collectively,  the  "Services")  to  Newco or at
Newco's  option to Novacor LLC in accordance  with the terms and  conditions set
forth in this Agreement.


                                    ARTICLE 2

                              PERFORMANCE STANDARDS

          Section  2.1  Performance  and  Quality.  Edwards  shall  perform  the
Services at the levels and in the manner that it has historically performed such
Services and in conformity with commercially reasonable standards.

          Section  2.2  Force  Majeure.  Each  party  shall be  relieved  of its
obligations  hereunder if and to the extent that any of the following  events or
conditions  directly  or  indirectly  hinder,  limit or make  impracticable  the
performance by that party of any of its obligations hereunder:  act of God, war,
riot,  fire,   earthquake,   explosion,   flood,   sabotage,   national  defense
requirement,  strike,  lockout,  job  action,  injunction,  act  or  order  of a
governmental agency or instrumentality  thereof (whether of fact or law), act of
a public enemy,  embargo or other  concerted act of workers,  telecommunications
failures  or  electrical  failures;   provided  that  Edwards  shall  have  used
commercially  reasonable  efforts to mitigate  the  effects of such  occurrence.
Newco shall be liable for all costs  incurred by Edwards in connection  with any
Service that Edwards fails to complete and provide as a result of any such event
or condition.


                                    ARTICLE 3

                          COST OF SERVICES AND EXPENSES

          Section 3.1 Fees.  The prices  charged for the Services shall be those
set  forth in  Exhibit A (the  "Service  Fees")  which  Edwards  represents  and
warrants are the prices  currently in effect for such Services.  Newco shall pay
to  Edwards,  by  wire  transfer,  within  30  days of  receipt  of  appropriate
documentation  evidencing  the  provision  and cost of such Services by Edwards,
reasonably acceptable in form and substance to Newco, the Service Fees stated in
such documentation for Services provided under this Agreement.


                                    ARTICLE 4

                    RELATIONSHIP OF THE PARTIES; COOPERATION

          Section 4.1  Relationship  of the Parties.  Nothing  contained in this
Agreement shall be construed to create any  relationship of partnership or joint
venture between Edwards and World Heart or Newco,  and none of the parties shall
represent  to any third party that any  relationship  other than as described in
this  Agreement  exists or relates  to the  arrangements  under the  Transaction
Agreements (as defined in the Contribution Agreement);  provided,  however, that
the parties agree that in acting pursuant to this  Agreement,  Edwards is acting
as the agent of Newco, but only with respect to actions undertaken by Edwards in
accordance  with the  terms of this  Agreement  on behalf of Newco and only such
actions shall be deemed to be the acts of Newco.

          Section  4.2  Cooperation.  Each of the  parties  shall in good  faith
cooperate with and provide assistance to the other consistent with the terms and
conditions  hereof  to  enable  (i)  the  full  performance  of all  obligations
hereunder, (ii) the review and audit of books and administrative records as they
relate to the provision of Services,  and (iii) Newco,  or any of its affiliates
or third  party  service  provider,  to assume  the  performance  of any and all
Services upon  termination  hereof;  such cooperation and assistance to include,
without  limitation,  providing  the other party,  its  representatives  and its
agents  (including,  without  limitation,  its outside auditors) with reasonable
access,  during normal business hours and upon reasonable advance notice, to its
employees,  representatives  and agents and its books,  administrative  records,
offices and properties relating to the Services.

          Section  4.3  Edwards  Administrative  Records.   Edwards  shall  keep
administrative  records  regarding the provision of Services using  commercially
reasonable efforts,  and for each Service shall retain such records for a period
of twelve months  following the cessation of Edwards'  provision of that Service
to Newco.  Newco, its agents and  representatives  shall have reasonable  access
during normal business hours and upon reasonable  advance notice to such records
from the date hereof  through the end of the period for  retaining  such records
pursuant to this Section 4.3.

          Section 4.4 Form W-9.  On or prior to the Closing  Date (as defined in
the Contribution Agreement),  Edwards shall provide World Heart with an accurate
and complete executed copy of Internal Revenue Service Form W-9.


                                    ARTICLE 5

                                 INDEMNIFICATION

          Section 5.1 Indemnification by World Heart and Newco. Subject to other
provisions  of this  Article V, World Heart and Newco shall  indemnify  and hold
harmless Edwards and its officers, directors,  employees, agents and sub-agents,
in each  case  from and  against  any  costs  or  expenses  (including,  without
limitation,   reasonable  attorneys'  fees,  and  the  reasonable  out-of-pocket
expenses of testifying  and  preparing for testimony and  responding to document
and other  information  requests,  whether  or not a party to such  litigation),
judgments,  fines,  losses,  claims  (whether  or not  meritorious)  and damages
(collectively,  "Damages"), as incurred, to the extent they relate to, arise out
of or are the  result  of:  (i) any  action  taken  by  Edwards,  its  officers,
directors,  employees,  agents or  sub-agents  (or the  officers,  directors  or
employees  of any  affiliate  of Edwards) in good faith in  connection  with the
performance of Edwards' obligations hereunder;  or (ii) any act done or suffered
by Edwards in connection with its  performance  under this Agreement in reliance
upon any  instruction,  order or other  instrument given or executed by Newco or
World Heart.

          Section  5.2  Claims.  (a) If an  indemnified  party (an  "Indemnified
Party")  intends  to seek  indemnification  pursuant  to this  Article  V,  such
Indemnified   Party  shall   promptly   notify  the   indemnifying   party  (the
"Indemnifying  Party"),  in  writing,  of such  claim  describing  such claim in
reasonable detail,  provided,  that the failure to provide such notice shall not
affect the obligations of the  Indemnifying  Party unless and only to the extent
it is  actually  prejudiced  thereby,  subject,  however,  to the  time  periods
specified in Section 5.4 hereof.  In the event that such claim  involves a claim
by a third party against an Indemnified Party, the Indemnifying Party shall have
30 days  after  receipt  of such  notice to decide  whether  it will  undertake,
conduct and control, through counsel of its own choosing and at its own expense,
the settlement or defense thereof,  and if it so decides,  the Indemnified Party
shall cooperate with it in connection therewith,  provided, that the Indemnified
Party may  participate in such  settlement or defense  through counsel chosen by
it, and provided further,  that the reasonable fees and expenses of such counsel
shall be borne by the  Indemnified  Party.  The  Indemnifying  Party  shall not,
without the written consent of the Indemnified Party (which consent shall not be
unreasonably  withheld),  settle or compromise any action.  If the  Indemnifying
Party does not notify the Indemnified  Party within 30 days after the receipt of
notice of a claim of indemnity hereunder that it elects to undertake the defense
thereof,  the  Indemnified  Party  shall  have the right to  contest,  settle or
compromise  the claim but shall not pay or settle  any such  claim  without  the
consent of the  Indemnifying  Party  (which  consent  shall not be  unreasonably
withheld).

          (b)  The  parties  shall   cooperate  fully  in  all  aspects  of  any
investigation,  defense, pre-trial activities, trial, compromise,  settlement or
discharge  of any claim in  respect of which  indemnity  is sought  pursuant  to
Article V,  including,  but not  limited to, by  providing  the other party with
reasonable  access to employees and officers  (including as witnesses) and other
information.

          Section 5.3 Duplication.  Any liability for indemnification  hereunder
shall be determined  without  duplication  of recovery by reason of the state of
facts  giving  rise to such  liability  constituting  a breach  of more than one
representation, warranty, covenant or agreement; provided, however, that subject
to there  being no  duplication  of  recovery,  the  Indemnified  Party shall be
entitled to recover to the maximum extent provided in this Agreement.

          Section 5.4 Survival of  Indemnification  Provisions.  The obligations
under this Article V shall  survive until the third  anniversary  of the date of
termination or expiration of this Agreement.


                                    ARTICLE 6

                                 CONFIDENTIALITY

          Section 6.1 Confidentiality.  Each party hereto shall, and shall cause
their respective affiliates to, keep confidential all information concerning the
other  parties'  financial  and  business  affairs  known to it, and none of the
parties hereto and their  respective  affiliates  shall use any such information
for its own  business,  except that such  information  may be  disclosed  (i) if
required by court order or decree or  applicable  law, (ii) if it was or becomes
generally  available to the public,  (iii) if it is received by any party hereto
or any of their respective  affiliates on a non-confidential  basis from a third
party or (iv) for use by  employees,  agents  and  representatives  of any party
hereto and any of their  respective  affiliates who need to know for purposes of
this Agreement or to carry out any obligations of Edwards,  Newco or World Heart
with respect hereto provided that such employees, agents or representatives are,
prior to receipt of such  information,  informed of the  confidential  nature of
such information and agree to be bound by the non-disclosure provisions hereof.

          Section  6.2  Enforcement  of  Article  6.  The  parties  hereto  each
acknowledge that its failure or threatened failure to comply with the provisions
of this Article 6 will result in immediate, irreparable and continuing damage to
the other parties,  for which there will be no adequate  remedy at law and that,
in the event of its failure or  threatened  failure so to comply,  Newco,  World
Heart or Edwards,  as the case may be, and their  respective  successors,  legal
representatives  and  assigns  shall be  entitled  to  temporary  and  permanent
injunctive  relief  and to such  other and  further  relief as may be proper and
necessary to ensure compliance with the provisions of this Article 6.


                                    ARTICLE 7

                          TERM; TERMINATION OF SERVICES

          Section 7.1 Term. (a) The term of this Agreement shall commence on the
date hereof and shall continue in effect until the close of business on December
31, 2001.

          (b)  Notwithstanding  anything to the contrary in this Agreement,  the
provisions  of Articles 5 and 6 and Sections  8.1,  8.2, 8.7, 8.9 and 8.11 shall
survive  any  termination  of  this  Agreement  or  the  provision  of  Services
hereunder.

          Section 7.2 Termination of Services.  Newco, may at any time, upon two
weeks' irrevocable written notice to Edwards,  terminate all the Services or any
Service (or any portion thereof) on a Service-by-Service basis. The provision of
all Services  pursuant hereto shall in any event terminate on December 31, 2001.
Upon  termination of any Service,  all  administrative  records relating to that
Service as such  records  relate  solely to Newco  which have not  already  been
transferred to the sole  possession of Newco shall be so  transferred,  it being
understood that Edwards may retain copies of such records.


                                    ARTICLE 8

                                  MISCELLANEOUS

          Section 8.1  Governing  Law.  This  Agreement  shall be  governed  by,
interpreted  under,  and construed in  accordance  with the internal laws of the
State of New York, including, without limitation, Sections 5-1401, 5-1402 of the
New York  General  Obligations  Law and New York Civil  Practice  Laws and Rules
327(b).

          Section 8.2  Jurisdiction  and Consent to Service.  In accordance with
the laws of the State of New York,  and without  limiting  the  jurisdiction  or
venue of any  other  court,  the  parties  (a) agree  that any  suit,  action or
proceeding  arising out of or relating to this  Agreement  may be brought in the
state  or  federal  courts  of  New  York;  (b)  consent  to  the  non-exclusive
jurisdiction of each such court in any suit, action or proceeding relating to or
arising out of this  Agreement;  (c) waive any  objection  which any of them may
have to the laying of venue in any such suit,  action or  proceeding in any such
court and waive any defense of forum non conveniens;  and (d) agree that service
of any court  paper in any such suit,  action or  proceeding  may be made in the
same  manner in which  notices  may be given  pursuant  to  Section  8.3 of this
Agreement.

          Section  8.3  Notices.  All  notices,  demands,  requests,   consents,
approvals or other communications required or permitted to be given hereunder or
which are given with respect to this Agreement  shall be in writing and shall be
delivered  (charges  prepaid,  receipt confirmed or return receipt requested (if
available)) by hand, by nationally  recognized air courier service, by certified
mail or facsimile, addressed as set forth below or to such other address as such
party shall have  specified  most  recently by written  notice.  Notice shall be
deemed given and effective (i) if delivered by hand or by nationally  recognized
courier service, when delivered at the address specified in this Section 8.3 (or
in accordance with the latest unrevoked written direction from such party), (ii)
if by certified  mail,  upon  mailing or (iii) if given by  facsimile  when such
facsimile is transmitted to the fax number  specified in this Section 8.3 (or in
accordance  with the  latest  unrevoked  written  direction  from  such  party),
provided the appropriate confirmation is received.

            To Newco or World Heart:

                     World Heart Corporation
                     1 Laser Street
                     Nepean, Ontario
                     K2E 7V1
                     Attn:  Chief Financial Officer
                     Fax:   (613) 226-4744

            with a copy (which shall not constitute notice) to:

                     McCarthy Tetrault
                     The Chambers
                     1400-40 Elgin Street
                     Ottawa, Ontario K1P 5K6
                     Attn:  Robert D. Chapman
                     Fax:  (613) 563-9386

            To Victoria:

                     Edwards Lifesciences LLC
                     One Edwards Way
                     Irvine, CA 92614
                     Attn:  Associate General Counsel
                     Fax:   949-250-6850

            with a copy (which shall not constitute notice) to:

                     Skadden, Arps, Slate, Meagher & Flom LLP
                     300 South Grand Avenue, Suite 3400
                     Los Angeles, California  90071-3144
                     Attn: Joseph J. Giunta, Esq.
                     Fax:  (213) 687-5600

          Section 8.4 Interpretation. When a reference is made in this Agreement
to a  Section,  Schedule  or  Exhibit,  such  reference  shall be to a  Section,
Schedule  or  Exhibit  of this  Agreement  unless  otherwise  indicated.  When a
reference is made in this Agreement to a specific Schedule, such reference shall
be deemed to include,  to the extent  applicable,  all the other Schedules.  The
table of contents and headings  contained in this  Agreement  are for  reference
purposes only and shall not affect in any way the meaning or  interpretation  of
this  Agreement.  When the  words  "includes"  or  "including"  are used in this
Agreement,   they  shall  be  deemed  to  be  followed  by  the  words  "without
limitation."  All accounting  terms not defined in this Agreement shall have the
meanings determined by generally accepted  accounting  principles as of the date
hereof.  All capitalized terms defined herein are equally applicable to both the
singular and plural forms of such terms.

          Section 8.5  Severability.  If any provision of this  Agreement or the
application   of  any  such  provision   shall  be  held  invalid,   illegal  or
unenforceable in any respect for any reason, the parties shall negotiate in good
faith  with a view to the  substitution  therefor  of a suitable  and  equitable
solution  in order to carry  out,  so far as may be valid and  enforceable,  the
intent and  purpose  of such  invalid  provision;  provided,  however,  that the
validity,  legality  and  enforceability  of any such  provision  in every other
respect and of the remaining provisions contained herein shall not be in any way
impaired thereby, it being intended that all of the rights and privileges of the
parties hereto shall be enforceable to the fullest extent permitted by law.

          Section 8.6  Counterparts.  This  Agreement  may be executed in one or
more  counterparts,  each of which shall be deemed an original  and all of which
shall, taken together, be considered one and the same agreement and shall become
effective when one or more  counterparts have been signed by each of the parties
and delivered to the other parties.

          Section  8.7 Entire  Agreement;  No Third  Party  Beneficiaries.  This
Agreement  and the  Schedules  and  Exhibits  hereto (a)  constitute  the entire
agreement,  and supersede all prior agreements and understandings,  both written
and oral, among the parties with respect to the subject matter hereof and (b) is
not  intended  to confer upon any person,  other than the  parties  hereto,  any
rights or remedies hereunder.

          Section 8.8 Further  Assurances.  Each party shall  execute,  deliver,
acknowledge  and file such other  documents and take such further actions as may
be  reasonably  requested  from time to time by the other  party  hereto to give
effect to and carry out the transactions contemplated herein.

          Section 8.9 Amendments and Modifications; Waivers and Extensions.


          (a) No provision of this  Agreement may be amended or modified  unless
such  amendment or  modification  is in writing and signed by the parties hereto
intending to be bound thereby;

          (b) Any party to this Agreement may waive any right, breach or default
which such party has the right to waive;  provided  that such waiver will not be
effective  against the waiving party unless it is in writing,  is signed by such
party, and specifically refers to this Agreement. Waivers may be made in advance
or after the right  waived  has  arisen or the  breach  or  default  waived  has
occurred.  Any  waiver  may be  conditional.  No  waiver  of any  breach  of any
agreement  or  provision  herein  contained  shall be  deemed  a  waiver  of any
preceding or succeeding  breach thereof nor of any other  agreement or provision
herein  contained.  No  failure  or  delay in  exercising  any  right,  power or
privilege  hereunder  shall  be  deemed a waiver  or  extension  of the time for
performance  of any other  obligations  or acts nor shall any  single or partial
exercise  thereof preclude any other or further exercise thereof or the exercise
of any other right, power or privilege.

          Section 8.10 Assignment.  Neither this Agreement nor any of the rights
or obligations  hereunder shall be assigned by any of the parties hereto without
the prior written  consent of the other  parties,  except that (a) any party may
assign all its rights and  obligations  to the assignee of all or  substantially
all of the  assets  of such  party  including  an  acquisition  through  merger,
provided  that such party  shall in no event be  released  from its  obligations
hereunder  without the prior written  consent of the other party and (b) Edwards
may  subcontract  to any  party  so  long  as  Edwards  remains  liable  for the
performance  of Services  provided by any such  subcontractor  and provided that
such  Services  continue to be provided  for prices not greater than the Service
Fees.  Subject to the preceding  sentence,  this Agreement will be binding upon,
inure to the benefit of and be enforceable  by the parties and their  respective
successors and assigns.  Any attempted  assignment in contravention hereof shall
be null and void.

          Section 8.11 Sole Remedy; No Damages.  If World Heart or Newco becomes
dissatisfied  with the quality or level of Services provided  hereunder,  claims
any breach of this Agreement by Edwards or otherwise  becomes  dissatisfied with
any  matter  relating  hereto or  arising  herefrom,  its sole  remedy  shall be
termination  of all or a part of the  Services  without  right  to seek  actual,
compensatory or consequential  damages. WORLD HEART AND NEWCO HEREBY ACKNOWLEDGE
AND AGREE THAT THEY ARE HEREBY  WAIVING  CERTAIN LEGAL RIGHTS AND REMEDIES,  AND
THAT THIS WAIVER IS A  FUNDAMENTAL  ELEMENT OF THE  BARGAIN  BETWEEN THE PARTIES
HERETO, WITHOUT WHICH EDWARDS WOULD NOT HAVE ENTERED INTO THIS AGREEMENT.  WORLD
HEART AND NEWCO  HEREBY  ACKNOWLEDGE  AND AGREE  FURTHER  THAT,  NOTWITHSTANDING
ANYTHING TO THE CONTRARY CONTAINED HEREIN, EDWARDS MAY, BUT SHALL IN NO EVENT BE
OBLIGATED TO,  ADVANCE FUNDS OR INCUR COSTS IN CONNECTION  WITH ITS  PERFORMANCE
HEREUNDER.


<PAGE>



               IN WITNESS  WHEREOF,  the parties have each caused this Agreement
to be  executed  by its duly  authorized  representative  as of the day and year
first above written.

                                EDWARDS LIFESCIENCES LLC



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


                                WORLD HEART INC.


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


                                WORLD HEART CORPORATION


                                By: /s/ Roderick M. Bryden
                                    -------------------------------------------
                                    Name:  Roderick M. Bryden
                                    Title: President and Chief Executive Officer









                [Signature Page of Transition Services Agreement]


<PAGE>



                                    Exhibit A

                      Schedule of Services and Service Fees





                           Description of
No.                     Service or Function                        Service Fee*
---                     -------------------                        -----------


1         Regulatory                                             $26,345 / year

               (a)  Assist  with   evaluation   of  Customer
          Experience  Reports  received  from  customers and
          report findings to Newco

               (b)   Statistical   Support   Services:   (i)
          evaluation of statistical significance of clinical
          outcomes  and events and design of clinical  study
          protocols; and (ii) generation of reports and data
          extracts

               (c) Prepare and Submit  requests  for product
          approvals   and    modifications   to   regulatory
          authorities  and other  interface with  regulatory
          agencies worldwide

2         Development   -  Assist   with   engineering   and      $150 /hour
          development of new or improved products or product
          improvements, such as conduits, related to current
          and second  generation  heart assist devices which
          use   commercially   available   Edwards   valves,
          including without limitation, Edwards' pericardial
          tissue  valves.  Edwards will assist in the design
          and development of means of attaching conduits and
          other  improvements to its commercially  available
          valves  but shall not be  required  to modify  its
          valves or to  customize  the  design of any of its
          valves  in  the   performance   of  this  service.
          Additionally, Edwards shall not be responsible for
          any testing or other  evaluation  of the safety or
          efficacy of any  improvement  or new product  with
          respect to usage in a heart assist device.

3         Information Technology                                 $75,665 / year

               (a) Provide access to J.D. Edwards  financial
          system software (Order Entry, Accounts Receivable,
          General Ledger,  Fixed Assets,  Accounts  Payable)
          for a  limited  period  of  time  but  not  beyond
          December 31, 2000,  until  completion of migration
          to World Heart finance system.

               (b)  Temporary  support  for  email  on Lotus
          Notes system during transition to own system.

               (c)  Maintain  network   connection   between
          Oakland and Irvine for email and financial  system
          access.


4         Environmental Health & Safety Consulting - provide      $7,000 / year
          advice with respect to EHS matters.

5.        Biomaterials/Sterility  Testing services (MBC Lab)      $10,382 / year
          for implantable materials.

6.        Full-time   services  of  Pete  Jansen  and  Derek      At the fully
          Wheeldon ("European  Employees") pursuant to terms      burdened cost
          mutually  agreed upon  pursuant  to a  consulting,      of such
          secundment or other arrangement for a period of up      employees and
          to  one  (1)  year  following  the  date  of  this      services to
          Agreement.  As part of such service,  Edwards will      Edwards
          provide   payroll,   benefits,   perquisites   and
          administrative services for the European Employees
          at its  fully  burdened  cost.  Either  party  may
          terminate payroll and administrative services with
          two weeks advance notice to the other party.



          *  All  Services  Fees  listed  on  this  schedule  are  exclusive  of
             incidental expenses including, without limitation, travel expenses,
             to be paid by Newco.