FIRST AMENDMENT

 
                                FIRST AMENDMENT

     This First Amendment pertains to the License Agreement "Cardiovascular
System Identification" effective September 29, 1993, by and between the
MASSACHUSETTS INSTITUTE OF TECHNOLOGY and CAMBRIDGE HEART, INC. (hereinafter
LICENSEE).

     WHEREAS, commercializing products based on the patents licensed by M.I.T. 
to LICENSEE in the above referenced License Agreement require additional 
non-licensed technology, in particular a noninvasive blood pressure device; and

     WHEREAS, such a device has not been commercially available from September, 
1993 to March, 1998;

     The parties hereby agree to modify the above referenced License Agreement 
by deleting paragraphs 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
     seven (7) 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                             $   50,000
               2001                             $  100,000
               2002                             $  250,000
               2003 and each year thereafter    $  500,000

     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 if sent to such
     party by certified first class mail, postage prepaid, addressed to it at
     its address below or as 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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