Exhibit 10.31  December 29, 2008  Mr. Jal
Jassawalla c/o
World Heart Inc. 7799  Pardee Lane Oakland,
CA  94621  Re:          Amendment
to Offer Letter  Dear
Jal:  You
are currently employed by World Heart Inc. (the Company), pursuant to an offer letter from the Company
dated June 23, 2000, and amended as of October 28, 2004 (as amended, the
Offer Letter), a copy
of which is attached hereto as Exhibit A.  This letter agreement (the Amendment)
clarifies the terms of your severance benefits and amends your Offer Letter to
ensure documentary compliance with applicable provisions of Section 409A (Section 409A)
of the Internal Revenue Code of 1986, as amended, and the final regulations
issued thereunder.  The current last paragraph
of the Offer Letter is amended and restated to read in its entirety as follows:  This
offer does not constitute an agreement of guaranteed employment for any specific
term or any other type of employment contract. 
As with all WorldHeart employees, your employment with WorldHeart is at
will and may be terminated by you or by WorldHeart at any time, subject to the
severance arrangements required by law or as agreed between you and WorldHeart.  In
addition, the following paragraphs are added to the Offer Letter in their
entirety as follows:  If the
Company or any successor to the Company terminates your employment without
Cause (as defined in the Companys 2006 Equity Incentive Plan), you shall be
entitled to a severance payment equal to 104 weeks of your base salary paid in
a lump sum, subject to execution of a release of claims agreement as set forth
below, no later than March 15 of the year following the year in which the
termination occurs.  As a condition
of receiving the severance payments under this letter, you will be required to execute,
and allow to become effective, a release of claims agreement not later than 70
days following your employment termination in the form provided by the
Company.  In no event will severance
benefits be provided to you unless and until the release of claims becomes
effective.  Any lump sum payment owed to
you shall be paid within 30 days following the effective date of the release of
claims, but in no event later than March 15 of the year following the year
in which the termination of employment occurs.


All
severance payments to be made upon a termination of employment under this
letter may be made only upon a separation of service within the meaning of Section 409A
of the Internal Revenue Code of 1986, as amended (the Code) and the
Department of Treasury regulations and other guidance promulgated thereunder.  Notwithstanding any provision to the contrary
in this letter, if you are deemed by the Company at the time of your separation
from service to be a specified employee for purposes of Code Section 409A(a)(2)(B)(i),
to the extent delayed commencement of any portion of the benefits to which you
are entitled under this letter is required in order to avoid a prohibited
distribution under Code Section 409A(a)(2)(B)(i), such portion of your
benefits shall not be provided to you prior to the earlier of (i) the
expiration of the six-month period measured from the date of your separation
from service with the Company or (ii) the date of your death.  Upon the first business day following the
expiration of the applicable Code Section 409A(a)(2)(B)(i) period,
all payments deferred pursuant to this paragraph shall be paid in a lump sum to
you, and any remaining payments due under the letter shall be paid as otherwise
provided herein.  It is intended that all
of the severance payments satisfy, to the greatest extent possible, the
exemptions from the application of Code Section 409A provided under of
Treasury Regulation 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9), and
this letter will be construed to the greatest extent possible as consistent
with those provisions.  Except
as provided herein, the terms and conditions of your employment with the
Company shall remain unchanged, and as set forth in your Offer Letter.  This Amendment, including Exhibit A,
constitutes the complete, final and exclusive embodiment of the entire
agreement between you and the Company with regard to this subject matter.  It is entered into without reliance on any
promise or representation, written or oral, other than those expressly
contained herein, and it supersedes any other such promises, warranties or
representations.  This Amendment may not
be modified or amended except in a writing signed by both you and a duly authorized
officer of the Company.


If
this Amendment is acceptable to you, please sign below and return the original
to me.  Sincerely,  World Heart Inc.  By:
  /s/ Michael Sumner EstesName:
  Michael Sumner EstesTitle:
  Chair, Board of Directors,
  World Heart Inc.  UNDERSTOOD AND AGREED TO:   /s/
  Jal S. JassawallaJal
  S. JassawallaDecember 30,
  2008   Exhibit A:              Offer
Letter


EXHIBIT A  Offer Letter