FIRST AMENDMENT

 
                                FIRST AMENDMENT

     This First Amendment pertains to the License Agreement "Cardiac Electrical
Imaging" effective September 29, 1993, and amended December 13, 1993, by and
between the MASSACHUSETTS INSTITUTE OF TECHNOLOGY and CAMBRIDGE HEART, INC.
(hereinafter LICENSEE).

     WHEREAS, LICENSEE has invested more than $275,000 toward the
commercialization of products based on the patents licensed in the above
referenced License Agreement, completed a working prototype in October 1997, and
started a clinical study in January 1998, but due to placing a priority on
developing products related to assessing mydocardial electrical stability, such
products also based on patents licensed to LICENSEE by M.I.T. in another license
agreement, the parties hereby agree to modify the above referenced License
Agreement by deleting paragraph 3.2(d) and 3.3 in their entirety and
substituting therefor the following:

     3.2(d)  LICENSEE and/or SUBLICENSEE shall have developed a working
     commercial prototype of a LICENSED PRODUCT and, if needed for commercial
     sale, shall have filed an application for premarket FDA approval before six
     (6) years after the EFFECTIVE DATE of this License Agreement.

     3.3  LICENSEE and/or SUBLICENSEE shall make commercial sales of LICENSED
     PRODUCTS or LICENSED PROCESSEE at least according to the following
     schedule:
 
               2000                             $  100,000
               2001                             $  500,000
               2002 and each year thereafter    $1,000,000

     WHEREAS, both LICENSEE and the M.I.T. Technology Licensing Office have
changed addresses, the parties agree to modify the above referenced License
Agreement by deleting Article 14 in its entirety, and substituting therefor the
following:

     Any payment, notice, or other communication pursuant to this Agreement
     shall be sufficiently made or given on the date of mailing it shall
     designate by written notice given to the other party:

           In the case of M.I.T.:
 
           Director
           Technology Licensing Office
           Room NE25-230
           Massachusetts Institute of Technology
           00 Xxxxxxxxxxxxx Xxxxxx
           Xxxxxxxxx, XX  00000
 
           In the case of LICENSEE:
 
           President & C.E.O.
           Cambridge Heart, Inc.
           0 Xxx Xxxx Xxxxx
           Xxxxxxx, XX  00000

     All other terms and conditions of the above referenced License Agreement
remain unchanged and in full force and effect.

MASSACHUSETTS INSTITUTE OF             CAMBRIDGE HEART, INC.
TECHNOLOGY

By:       /s/ Xxxx Xxxxxxxx            By:     /s/ Xxxxxx X. Xxxxxxx
-------------------------------------  -------------------------------- 
Name:     Xxxx Xxxxxxxx                Name:   Xxxxxx X. Xxxxxxx
-------------------------------------  -------------------------------- 
Title:    Assistant Director           Title:  Vice President, Finance/
          Technology Licensing Office          Administration & CFO
-------------------------------------  -------------------------------- 
Date:     May 21, 1998                 Date:   March 30, 1998
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