EX-4.1

            Amendment to Exchange Agreement dated as of May 8, 2002
               by and between World Heart Corporation and Edwards
                                Lifesciences LLC




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                         AMENDMENT TO EXCHANGE AGREEMENT


     THIS AMENDMENT TO EXCHANGE  AGREEMENT  ("Amendment")  is dated as of May 8,
2002 (the "Effective Date"), by and between WorldHeart  Corporation,  an Ontario
corporation  ("World Heart") and Edwards  Lifesciences  LLC, a Delaware  limited
liability company ("Edwards").


RECITALS

     A. Edwards and World Heart  entered into that  certain  Exchange  Agreement
dated as of May 24, 2000 ("Original  Agreement").  Capitalized terms used herein
and not  otherwise  defined  shall  have the  meanings  ascribed  to them in the
Original Agreement. The Original Agreement together with this Amendment shall be
referred to herein as the  "Agreement"  and references to the "Agreement" in the
Original Agreement shall include this Amendment.

     B. Pursuant to the Original Agreement, Edwards received a right to exchange
Put Shares of the preferred stock of World Heart Inc., a Delaware corporation.

     C. Edwards and WorldHeart now desire to amend the Original Agreement and to
agree to amend the terms of Edwards'  Put Shares  upon the terms and  conditions
contained herein.

AMENDMENT

     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.  Amendment  of  Section  2a.  The first  sentence  of  Section 2a of the
Original  Agreement is hereby deleted in its entirety and the following language
inserted in place thereof:

               "(a) For a period of two (2) years,  commencing  on the
          third anniversary of the Initial Issue Date (the "Put Notice
          Period"),  Edwards shall have the right (the "Put Right") to
          require WorldHeart to acquire all, but not less than all, of
          the  Put  Shares  in  exchange  for   4,981,128   shares  of
          WorldHeart   Common   Shares  (or  such  number  as  may  be
          determined pursuant to the adjustments provided in Section 3
          hereof)(the "WorldHeart Shares")."

     2. Covenant to Reduce Dividend Rate of Put Shares. As consideration for the
delay and extension of the Put Notice Period,  the parties hereby agree that the
dividend of the Put Shares  shall be  decreased  effective as of July 1, 2002 by
one  percent  (1%) from the  levels  set forth in that  certain  Certificate  of
Designation of Series A Cumulative  Participating Preferred Stock of World Heart
Inc. executed on June 29, 2000. Edwards and WorldHeart each agree to execute any
and all consents  reasonably  required for the  implementation  of the agreement
contained in this paragraph.

     3. Entire Agreement;  No Waiver.  This Amendment and the Original Agreement
contain the entire agreement  between the parties relating to the subject matter
hereof.  None of the terms of this Amendment or the Original  Agreement shall be
deemed to be waived or amended by either  party  unless such waiver or amendment
specifically  references  this  Amendment  and the Original  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.

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     4. No Additional  Modification of Original  Agreement.  Except as expressly
set forth in this Amendment,  the Original Agreement shall remain unmodified and
in  full  force  and  effect.  In  the  event  of  any  conflict,  ambiguity  or
inconsistency  between the terms and  provisions of this Amendment and the terms
and  provisions  of the Original  Agreement,  the terms and  provisions  of this
Amendment shall govern and control.

     5. Governing  Law;  Severability.  This Amendment  shall be governed by and
construed in accordance with the internal laws of the State of New York.

     6.  Counterparts.   This  Amendment  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.

[signature page follows]

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



                   WORLD HEART:          World Heart Corporation,
                                         an Ontario corporation

                                         By: /s/ Roderick M. Bryden
                                            -----------------------
                                            Title: President and CEO


                   EDWARDS:               Edwards Lifesciences LLC,
                                          a Delaware limited liability company

                                          By: /s/ Jay P. Wertheim
                                             -----------------------------------
                                             Title: Vice President
                                             -----------------------------------

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