TRUST AGREEMENT

          THIS AGREEMENT is made as of the 30th day of June, 2000.


AMONG:            EDWARDS LIFESCIENCES LLC, a Delaware
                  limited liability company  (hereinafter called a
                  "Shareholder" or the "First Shareholder")

                                      -and-

                  EDWARDS LIFESCIENCES (U.S.) INC.,
                  a Delaware corporation (hereinafter called
                  a "Shareholder" or the "Second Shareholder", and together
                  with the First Shareholder, the "Shareholders")

                                     -and-

                  WORLD HEART CORPORATION, a corporation incorporated
                  under the laws of the Province of Ontario
                  (hereinafter called the "Company")

                                      -and-

                  CIBC MELLON TRUST COMPANY, a trust company
                  incorporated under the laws of Canada (hereinafter
                  called the "Trustee").

          WHEREAS there are issued and outstanding  4,981,128 shares of Series A
Cumulative  Participating Preferred Stock of World Heart Inc. ("WorldHeart US"),
the Company's  wholly-owned Delaware subsidiary (the "Exchangeable  Shares") and
1,374,570 Series A convertible preferred shares of the Company (the "Convertible
Shares" and, together with the Exchangeable Shares, the "Edwards Shares");

          AND WHEREAS the First Shareholder owns all of the Exchangeable  Shares
and the Second Shareholder owns all of the Convertible Shares;

          AND  WHEREAS  the Common  Shares  issuable  upon the  exchange  of the
Exchangeable  Shares and the conversion of the Convertible  Shares would, in the
aggregate,  represent more than 20% of the common shares of the Company ("Common
Shares") outstanding after giving effect to such exchange and conversion if such
exchange and conversion were not otherwise  restricted  pursuant to the terms of
agreements  between the  Shareholders and the Company and by the articles of the
Company;

          AND WHEREAS the  Shareholders and the Company are desirous of entering
into this  Agreement to secure the listing of the Common Shares  issuable on the
exchange of the  Exchangeable  Shares and on the  conversion of the  Convertible
Shares on The Toronto Stock Exchange and to derive the benefits of such listing,
and for the purpose of ensuring that the holders from time to time of the Common
Shares  will not be  deprived  of any  rights  under  applicable  take-over  bid
legislation  to which they would have been  entitled in the event of a take-over
bid if the  Edwards  Shares  and the  Common  Shares  were of a single  class of
shares.

          AND WHEREAS the  Shareholders and the Company desire to constitute the
Trustee as a trustee for the holders  from time to time of the Common  Shares to
the intent that such holders,  through the Trustee, will receive the benefits of
the covenants of the Shareholders and the Company contained in this Agreement;

          NOW THEREFORE THIS AGREEMENT  WITNESSETH that in  consideration of the
premises  and  agreements  herein  contained  and for  other  good and  valuable
consideration,  the receipt of which is hereby acknowledged,  the parties hereto
agree as follows:

     1.  Subject to  Sections 2, 3 and 20, the  Shareholders  shall not sell any
Edwards Shares, directly or indirectly,  pursuant to a take-over bid, as defined
by applicable Canadian provincial securities legislation, under circumstances in
which,  having  regard to the price per share at which the sale would take place
(the "Sale Price"), securities legislation would have required the same offer or
a follow-up offer to be made to holders of Common Shares if the sale had been of
Common Shares (at the Sale Price per share) rather than Edwards Shares. For this
purpose,  it shall be assumed that the offer that would have resulted in such an
assumed  sale of Common  Shares  would have  constituted  a take-over  bid under
applicable  securities  legislation,  regardless of whether this actually  would
have been the case,  if,  after giving  effect to the  purchase,  the  purchaser
would, or would be deemed to,  beneficially own or exercise control or direction
over 20 percent or more of the outstanding Common Shares.

     2. Section 1 shall not apply to prevent a sale by a Shareholder  of Edwards
Shares pursuant to a take-over bid if:

(a)      such sale is made pursuant to an offer to purchase the Edwards Shares
         made to all holders of the Edwards Shares, and an identical offer (in
         terms of price per share, percentage of outstanding shares to be taken
         up exclusive of shares owned immediately prior to the offer by the
         offeror, or associates or affiliates of the offeror, and in all other
         material respects) concurrently is made to purchase Common Shares,
         which identical offer has no condition attached other than the right
         not to take up and pay for shares tendered if no shares are purchased
         pursuant to the offer for the Edwards Shares; or

(b)      there is a concurrent unconditional offer to purchase all of the Common
         Shares at an equivalent price per share at least as high as the highest
         price per share paid pursuant to the take-over bid for the Edwards
         Shares,

and for the purposes of this Section 2 the varying of any term of an offer shall
be deemed to constitute the making of a new offer.

     3. For  greater  certainty,  any sale  which  would  result  in a direct or
indirect  acquisition  of  Edwards  Shares or Common  Shares,  or in a direct or
indirect  acquisition  of control or direction  over such shares,  other than an
acquisition of shares of Edwards Lifesciences Corporation ("Edwards Corp."), the
parent company of the Shareholders, the shares of which are currently listed and
traded on the New York Stock  Exchange and other than a sale where the purchaser
is a  wholly-owned , direct or indirect  subsidiary of Edwards  Corp.,  shall be
construed to be a sale of such Edwards Shares or Common Shares,  as the case may
be, for the purposes of Section 1.

     4.  Subject  to  Section  20,  each  Shareholder  shall use its  reasonable
commercial  efforts to prevent any person or company  from  carrying  out a sale
(including  an indirect  sale)  described in Section 1 in respect of any Edwards
Shares owned from time to time by that  Shareholder,  regardless of whether such
person or  company  is a party to this  Agreement,  unless  Clause  2(a) or 2(b)
applies in respect of such sale.

     5.  Subject  to  Section  20,  if  any  person  or  company,  other  than a
Shareholder,  carries out a sale  (including  an  indirect  sale)  described  at
Section  1 in  respect  of any  Edwards  Shares  owned  from time to time by the
Shareholders,  and if neither  Clause  2(a) nor 2(b)  applies in respect of such
sale,  the  Shareholders  shall not at the time such sale  becomes  effective or
thereafter do any of the following  with respect to any of the Edwards Shares so
sold: (a) dispose of them without the prior written consent of the Trustee,  (b)
convert them into or exchange them for Common  Shares  without the prior written
consent of the  Trustee;  or (c) exercise  any voting  rights  attaching to them
except in  accordance  with the written  instructions  of the  Trustee,  and the
Shareholders  shall  comply  with such  instructions.  The  Trustee  may  attach
conditions to any consent the Trustee gives in exercising its rights  hereunder.
The Trustee shall  exercise such rights in a manner that the Trustee  considers,
relying on the advice of  counsel,  to be  consistent  with the  purpose of this
Agreement,  that the holders from time to time of the Common  Shares will not be
deprived of any rights under applicable  take-over bid legislation to which they
would have been  entitled  if the  Edwards  Shares and the Common  Shares were a
single class of shares.

     6. Subject to Section 20, the Shareholders shall not dispose of any Edwards
Shares,  directly or indirectly,  unless the disposition is conditional upon the
person or company acquiring the shares entering into an agreement in the form of
this Agreement and under which such person or company shall have the same rights
and obligations as have the Shareholders hereunder.  Neither the exercise of the
right of exchange pursuant to the Exchange Agreement dated as of May 24, 2000 by
and between the Second  Shareholder and the Company or the exercise of the right
of conversion pursuant to the Convertible Shares, nor the subsequent sale of the
Common Shares  resulting  from such exchange or  conversion  shall  constitute a
disposition of Edwards Shares for the purposes of this Section 6.

     7.  Subject to Section 9, if and  whenever  the  Trustee  receives  written
notice from an interested party other than a Shareholder,  stating in sufficient
detail that they have reasonable  cause to believe that the  Shareholders or the
Company  may have  breached,  or may intend to  breach,  any  provision  of this
Agreement, the Trustee shall make reasonable enquiry to determine whether such a
breach has occurred or is intended and if the Trustee thereupon  determines that
such  is  the  case  the  Trustee  shall  forthwith  deliver  to the  Company  a
certificate  stating that the Trustee has made such  determination.  The Trustee
shall  thereupon be entitled to take and,  subject to Section 9, shall take such
action as the Trustee considers reasonably  necessary,  relying on the advice of
counsel,  to enforce its rights under this Agreement on behalf of the holders of
the Common Shares.

     8.  Subject to Section 9, if and  whenever  holders of not less than 10% of
the then  outstanding  Common  Shares  determine  that the  Shareholders  or the
Company have  breached,  or intend to breach,  any provision of this  Agreement,
such holders may require the Trustee to take action in  connection  therewith by
delivering  to the  Trustee  a  requisition  in  writing  signed  in one or more
counterparts  by such  holders and  setting  forth the action to be taken by the
Trustee,  and upon  receipt by the Trustee of such a  requisition  the  Trustee,
subject to Section 9, shall  forthwith  take such action as is  specified in the
requisition and any other action that the Trustee considers  necessary,  relying
on the advice of counsel,  to enforce its rights under this  Agreement on behalf
of the  holders of the Common  Shares.  Upon  receipt  of the  requisition,  the
Trustee shall deliver to the Company a certificate  stating that the Trustee has
received such requisition from the holders of outstanding Common Shares and that
the holders have directed that action be taken.

     9. The  obligation  of the  Trustee  to take any  action  on  behalf of the
holders of the Common  Shares shall be  conditional  upon the Trustee  receiving
from the  Company or from one or more  holders of Common  Shares  such funds and
indemnity  as the  Trustee  may  reasonably  require  in respect of any costs of
expenses  which it may incur in  connection  with any such  action.  The Company
shall  provide  such  funds and  indemnity  to the  Trustee if the  Trustee  has
delivered to the Company the certificate  referred to in Sections 7 or 8. Except
as set out in Sections 7 and 8,  nothing in this  Agreement  shall impose on the
Trustee any obligation to make enquiries as to any breach or intended  breach of
this Agreement by the Shareholders or the Company.

     10. No holder of Common Shares shall have the right, other than through the
Trustee,  to institute  any action or proceeding or to exercise any other remedy
for the purpose of  enforcing  any rights  arising  from this  Agreement  unless
holders of Common Shares shall have requested in the manner specified in Section
8 that the Trustee act and shall have provided reasonable funds and indemnity to
the Trustee and the Trustee shall have failed to so act within 30 days after the
provision of such funds and indemnity.  In such case any holder of Common Shares
acting on behalf of such holder and all other  holders of Common Shares shall be
entitled to take proceedings in any court of competent  jurisdiction such as the
Trustee might have taken.

     11.  The  Company  shall do all  things  necessary  to  facilitate  the due
performance of this Agreement  including the fulfilment by the  Shareholders  of
their obligations hereunder.

     12. The Trustee may resign and be  discharged  from all further  duties and
obligations hereunder, subject to this Section 12, after giving 30 days' written
notice to the  Company  or such  shorter  notice as the  Company  may  accept as
sufficient.  In the event that the office of trustee becomes vacant, the Company
shall forthwith appoint a new trustee which shall be a corporation authorized to
carry on the business of a trust company in Ontario,  failing such  appointment,
the Shareholders,  the Trustee,  at the expense of the Company, or any holder of
Common Shares may apply to a judge of the Ontario  Superior Court of Justice for
the appointment of a new trustee. Upon any new appointment the new trustee shall
be vested with the same powers, rights, duties and responsibilities as if it had
been  originally  named  herein as the trustee,  but there shall be  immediately
executed,  at the expense of the Company,  necessary or desirable to assure such
vesting.  Any  resignation of the Trustee shall not become  effective  until the
successor  party shall have  executed an  appropriate  instrument  accepting the
appointment as the new trustee.

13.  (i)  The  Shareholders  and the  Company  hereby,  jointly  and  severally,
          indemnify and save  harmless the Trustee and its officers,  directors,
          employees and agents from and against any and all liabilities, losses,
          costs,  claims,  actions  or demands  whatsoever  which may be brought
          against  the Trustee or which it may suffer or incur as a result of or
          arising out of the  performance  of its duties and  obligations  under
          this Agreement,  save only in the event of the negligent  action,  the
          negligent  failure to act, or the willful  misconduct  or bad faith of
          the Trustee.  It is  understood  and agreed that this  indemnification
          shall survive the  termination  or discharge of this  Agreement or the
          resignation of the Trustee.

    (ii)  The Trustee may employ or retain such counsel (which may be counsel to
          the Company), auditors,  accountants, or other experts or advisors, as
          it  may  reasonably   require  for  the  purpose  of  determining  and
          discharging  its duties  hereunder and will not be responsible for any
          misconduct or negligence on the part of any of them.  The Trustee may,
          if it is acting in good faith,  rely on the accuracy of any opinion or
          report  delivered  by such  experts or  advisors.  The  Company  shall
          reimburse  the  Trustee  for  all   reasonable   fees,   expenses  and
          disbursements of such counsel or advisors.

   (iii)  The  Trust  shall  have no  responsibility,  if it is  acting  in good
          faith, for the genuineness or validity of any securities, documents or
          other things deposited with it. In the exercise of its rights,  duties
          and  obligations  hereunder,  the Trustee may, if it is acting in good
          faith,  rely as to the truth of the statements and the accuracy of the
          opinions  expressed  in  statutory  declarations,   opinions,  written
          requests,  consents, orders or other evidence made in any certificates
          or documents provided to it.

    (iv)  The  Trustee  shall  have the power to  institute  and  maintain  such
          actions and  proceedings as it may consider  necessary or expedient to
          preserve,  protect or enforce its  interest  and the  interests of the
          holders of Common Shares  subject to the  provisions of Sections 8 and
          9.

     (v)  None of the provisions  contained in this Agreement  shall require the
          Trustee to expend or risk its own funds or otherwise  incur  financial
          liability in the  performance  of any of its duties or in the exercise
          of its rights or powers hereunder.

     14. The Company shall pay the  reasonable  fees and expenses of the Trustee
in  connection  with the  performance  of the Trustee's  obligations  hereunder,
including the reasonable fees and disbursements of counsel,  but this Section 14
shall not require the Company to pay any fees or expenses in connection with any
action  taken by the Trustee  pursuant to Sections 7 or 8 if the Trustee has not
delivered to the Company the certificate  referred in Sections 7 or 8 in respect
of such action.

     15. The Trustee hereby  accepts the  appointment as trustee for the holders
from time to time of the Common Shares upon the terms and conditions  herein set
forth.

     16. This Agreement shall not be amended,  and no provision thereof shall be
waived, except with the approval of at least a majority of the votes cast by the
holders of Common Shares present or represented at a meeting duly called for the
purpose of considering such amendment or waiver.

     17. Any notice or other  communication  made  pursuant to or in  connection
with  this  Agreement  shall  be  sufficiently  given  if it is in  writing  and
delivered or sent by registered mail, or by facsimile transmission or other form
of recorded communication, to:

if to the Shareholders:    c/o Edwards Lifesciences Corporation
                           One Edwards Way
                           Irvine, California 92614
                           Attention: Associate General Counsel

if to the Company          World Heart Corporation
                           1 Laser St.
                           Nepean, Ontario
                           K2E 7V1
                           Attention: Secretary

if to the Trustee:         CIBC Mellon Trust Company
                           320 Bay Street, Ground Floor
                           Toronto, Ontario
                           M5H 4A6
                           Attention: V.P., Client Services

or to such other address as the party to whom such notice or communication is to
be given shall have last  designated  to the party giving the same in the manner
specified in this Section 17. Any such notice or  communication  shall be deemed
to have been given and received on the day it is so delivered or sent.

     18. This  Agreement  shall be governed by and construed in accordance  with
the laws of the Province of Ontario.

     19. This  Agreement  shall enure to the benefit of and be binding  upon the
parties hereto and their respective heirs, legal representatives, successors and
assigns, as applicable.

     20. The  restrictions  contained in Sections 1, 4, 5 and 6 shall only apply
when the Edwards Shares,  if converted and exchanged into and for Common Shares,
would result in the Shareholders  beneficially  owning,  in the aggregate,  more
than 20% of the Common Shares outstanding after giving effect to such conversion
and exchange.

     21. This Agreement shall terminate on June 30, 2007.



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

EDWARDS LIFESCIENCES LLC                       EDWARDS LIFESCIENCES (U.S.) INC.

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

WORLD HEART CORPORATION                        CIBC MELLON TRUST COMPANY

By:  /s/ Ian W. Malone                         By:  /s/ Helen Kim
     Name:  Ian W. Malone                         Name:  Helen Kim
     Title:  VP Finance and CEO                   Title:  Authorized Officer

                                               By:  /s/ Maxine McDonald
                                                  Name:  Maxine McDonald
                                                  Title:  Authorized Officer