UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a)

of the Securities Exchange Act of 1934

Filed by the Registrant  x

Filed by a Party other than the Registrant  ¨

Check the appropriate box:

¨	Preliminary Proxy Statement	¨	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
x	Definitive Proxy Statement
¨	Definitive Additional Materials
¨	Soliciting Material Under Rule 14a-12

Cambridge Heart, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

x  No fee required

¨ Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11

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¨ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number of the Form or Schedule and the date of its filing.

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CAMBRIDGE HEART, INC.

One Oak Park Drive

Bedford, Massachusetts 01730

NOTICE OF 2007 ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON JUNE 19, 2007

NOTICE IS HEREBY GIVEN that the 2007 Annual Meeting of Stockholders (the “Meeting”) of Cambridge Heart, Inc., a Delaware corporation (the “Company”), will be held at the offices of Nutter, McClennen & Fish, LLP, World Trade Center West, 155 Seaport Boulevard, Boston, Massachusetts 02210, on Tuesday, June 19, 2007, at 10:00 a.m., local time, for the purpose of considering and voting upon the following matters:

1. To elect two Class II directors of the Company for the ensuing three years.

2. To approve an amendment to the Company’s 2001 Stock Incentive Plan, increasing from 6,750,000 to 8,250,000 the total number of shares of Common Stock of the Company authorized for issuance under such plan and increasing from 1,000,000 to 1,500,000 the number of restricted shares of Common Stock of the Company authorized for issuance under such plan.

3. To ratify the appointment by the Audit Committee of the Board of Directors of the Company of Vitale, Caturano & Company, Ltd. as the Company’s independent accountants for the year ending December 31, 2007.

4. To transact such other business as may properly come before the Meeting or any adjournment or postponement thereof.

The foregoing items of business are more fully described in the Proxy Statement accompanying this Notice of Meeting. The Board of Directors has no knowledge of any other business to be transacted at the Meeting or at any adjournment or postponement thereof.

The Board of Directors has fixed the close of business on April 25, 2007 as the record date for the determination of stockholders entitled to notice of and to vote at the Meeting or any adjournment or postponement thereof. A list of such stockholders will be available for examination by any stockholder, for any purpose germane to the Meeting, during ordinary business hours for ten days prior to the Meeting at the office of the Secretary of the Company at the above address, and at the time and place of the Meeting.

If you would like to attend the Meeting and your shares are held by a broker, bank or other nominee, you must bring to the Meeting a recent brokerage statement or a letter from the nominee confirming your beneficial ownership of such shares. You must also bring a form of personal identification. In order to vote your shares at the Meeting, you must obtain from the nominee a proxy issued in your name.

A copy of the Company’s Annual Report to Stockholders for the year ended December 31, 2006, which contains financial statements and other information of interest to stockholders, accompanies this Notice of Meeting and the enclosed Proxy Statement.

By Order of the Board of Directors,

Roderick de Greef, Secretary

Bedford, Massachusetts

April 27, 2007

WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, PLEASE PROMPTLY COMPLETE, DATE, SIGN AND RETURN THE ENCLOSED PROXY CARD IN THE ENCLOSED ENVELOPE. NO POSTAGE NEED BE AFFIXED IF THE PROXY CARD IS MAILED IN THE UNITED STATES.

CAMBRIDGE HEART, INC.

One Oak Park Drive

Bedford, Massachusetts 01730

PROXY STATEMENT

2007 Annual Meeting of Stockholders

To Be Held On June 19, 2007

This Proxy Statement is furnished in connection with the solicitation of proxies by the Board of Directors of Cambridge Heart, Inc., a Delaware corporation (the “Company”), for use at the 2007 Annual Meeting of Stockholders (the “Meeting”) to be held on Tuesday, June 19, 2007, at 10:00 a.m., local time, at the office of Nutter, McClennen & Fish, LLP, World Trade Center West, 155 Seaport Boulevard, Boston, Massachusetts 02210, and at any adjournment or postponement thereof. All proxies will be voted in accordance with the stockholders’ instructions, and, if no choice is specified, the shares will be voted in favor of the matters set forth in the accompanying Notice of Meeting. Any proxy may be revoked by a stockholder at any time before its exercise by delivery of a written revocation to the Secretary of the Company, by delivery of another proxy with a later date or by a request at the Meeting that the proxy be revoked. Attendance at the Meeting will not in itself be deemed to revoke a proxy unless the stockholder gives affirmative notice at the Meeting that the stockholder intends to revoke the proxy and vote in person.

On April 25, 2007, the record date for the determination of stockholders entitled to notice of and to vote at the Meeting, there were issued and outstanding and entitled to vote 64,362,771 shares of Common Stock, $.001 par value per share (the “Common Stock”), and 5,000 shares of Series C Convertible Preferred Stock, $.001 par value per share (the “Series C Preferred”). Each share of Common Stock entitles the record holder to one vote on each matter. Each share of Series C Preferred entitles the record holder to 836.12 votes on each matter. The holders of Common Stock and Series C Preferred will vote together as a single class on each matter to be voted upon at the Meeting.

The Notice of Meeting, this Proxy Statement and the Company’s Annual Report to Stockholders for the year ended December 31, 2006 are being mailed to stockholders on or about May 4, 2007.

A COPY OF THE COMPANY’S ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2006, AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, EXCLUDING EXHIBITS, WILL BE FURNISHED WITHOUT CHARGE TO ANY STOCKHOLDER UPON WRITTEN REQUEST TO THE COMPANY, ONE OAK PARK DRIVE, BEDFORD, MASSACHUSETTS, 01730, ATTENTION: RODERICK DE GREEF. EXHIBITS WILL BE PROVIDED UPON WRITTEN REQUEST AND PAYMENT OF AN APPROPRIATE PROCESSING FEE.

Voting Securities and Votes Required

The holders of outstanding shares of Common Stock and Series C Preferred representing a majority of the votes entitled to be cast at the Meeting shall constitute a quorum for the transaction of business at the Meeting. Shares of Common Stock and Series C Preferred present in person or represented by proxy (including shares which abstain or do not vote with respect to one or more of the matters presented for stockholder approval) will be counted for purposes of determining whether a quorum exists at the Meeting. If a quorum is not present, the Meeting will be adjourned until a quorum is obtained.

Directors are elected by a plurality of votes cast by stockholders entitled to vote at the Meeting (Proposal 1). The affirmative vote of the holders of a majority of the votes cast on the matter is required for the approval of the amendment to the Company’s 2001 Stock Incentive Plan and the ratification of the selection of Vitale, Caturano & Company, Ltd. as the Company’s independent accountants for the year ending December 31, 2007 (Proposals 2 and 3).

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Shares held by stockholders who abstain from voting as to a particular matter, and shares held in “street name” by brokers or nominees who indicate on their proxies that they do not have discretionary authority to vote such shares as to a particular matter will not be counted as votes in favor of such matter, and also will not be counted as shares voting on such matter. Accordingly, abstentions and “broker non-votes” will have no effect on the outcome of Proposals 1, 2 and 3. “Broker non-votes” will be counted for the purpose of determining whether a quorum exists.

The Company’s executive officers and directors have an interest in the approval of Proposal 2 because they are eligible for awards under the 2001 Stock Incentive Plan.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information with respect to the beneficial ownership of Common Stock, Series A Convertible Preferred Stock (“Series A Preferred”) and Series C Preferred by: (i) each director and nominee, (ii) each of the executive officers named in the Summary Compensation Table below, (iii) all current directors and executive officers as a group, and (iv) each stockholder known to the Company to be the beneficial owner of more than 5% of the outstanding shares of Common Stock, Series A Preferred or Series C Preferred.

Unless otherwise indicated in the footnotes to the table, all information set forth in the table is as of April 25, 2007, and the address for each director and executive officer of the Company is: c/o Cambridge Heart, Inc., One Oak Park Drive, Bedford, MA 01730.

	Common Stock				Series A Preferred				Series C Preferred
	Number of Shares Beneficially Owned(1)		Percentage of Class Outstanding		Number of Shares Beneficially Owned(1)		Percentage of Class Outstanding		Number of Shares Beneficially Owned(1)	Percentage of Class Outstanding
Directors and Nominees
Robert P. Khederian	5,995,248	(2)	9.16	%	78,054	(3)	100	%	—	—
Laurence J. Blumberg, M.D.	316,500	(4)	*		—		—		—	—
Richard J. Cohen, M.D., Ph.D.	1,755,218	(5)	2.71	%	—		—		—	—
Kenneth V. Hachikian	40,000		*		—		—		—	—
Reed Malleck	—		*		—		—		—	—
Named Executive Officers
Robert P. Khederian	5,995,248	(2)	9.16	%	78,054	(3)	100	%	—	—
Jeffrey J. Langan	322,475	(6)	*		—		—		—	—
David A. Chazanovitz	600,000		*		—		—		—	—
Roderick de Greef	50,000	(7)	*		—		—		—	—
Ali Haghighi-Mood.	—		*		—		—		—	—
Mark S. Florence	—		*		—		—		—	—
Robert LaRoche	—		*		—		—		—	—
All directors and executive officers as a group (8 persons)	8,156,966	(8)	12.38	%	78,054	(3)	100	%	—	—
5% Beneficial Owners
AFB Fund LLC	5,592,268	(9)	8.69	%	—		—		—	—
Leaf Offshore Investment Fund Ltd.	441,168	(10)	*		33,936	(11)	100	%	—	—
J. Leighton Read	44,109	(12)	*		3,393	(13)	100	%	—	—
St. Jude Medical, Inc.	4,180,602	(14)	6.10	%	—		—		5,000	100	%

* Represents less than 1% of the outstanding Common Stock.

(1) The Company believes that each stockholder has sole voting and investment power with respect to the shares of Common Stock, Series A Preferred and Series C Preferred listed, except as otherwise noted. The number of shares beneficially owned by each stockholder is determined under rules of the SEC, and the information is not necessarily indicative of ownership for any other purpose. Under these rules, beneficial ownership includes any shares as to which the person has sole or shared voting power or investment power and also any shares which the individual has the right to acquire within 60 days after April 25, 2007 through the exercise of any stock option, warrant, conversion of preferred stock or other right. The inclusion herein of any shares of Common Stock, Series A Preferred or Series C Preferred deemed beneficially owned does not constitute an admission by such stockholder of beneficial ownership of those shares of Common Stock, Series A Preferred or Series C Preferred. Shares of Common Stock, Series A Preferred or Series C Preferred

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which an individual or entity has a right to acquire within the 60-day period following April 25, 2007 pursuant to the exercise of options, warrants or conversion rights are deemed to be outstanding for the purposes of computing the percentage ownership of such individual or entity, but are not deemed to be outstanding for the purpose of computing the percentage ownership of any other person or entity shown in the table.

(2) Includes (i) 46,250 shares of Common Stock issuable upon the exercise of stock options and (ii) 1,014,702 shares of Common Stock issuable upon the conversion of shares of Series A Preferred issuable upon the exercise of Series A Preferred warrants.

(3) Includes 78,054 shares of Series A Preferred issuable upon the exercise of Series A Preferred warrants.

(4) Laurence J. Blumberg may be deemed to be a member of a group that beneficially owns 5,592,268 shares of Common Stock in aggregate. See Note 9 below.

(5) Includes 395,833 shares of Common Stock issuable upon the exercise of stock options.

(6) Includes 246,250 shares of Common Stock issuable upon the exercise of stock options.

(7) Includes 50,000 shares of Common Stock issuable upon the exercise of stock options. Mr. de Greef may have the right to acquire additional shares of Common Stock issuable upon the exercise of stock options in the event that he resigns from the Company. See the subsection entitled Retention Benefit Agreement in Compensation Discussion and Analysis on page 19 of this Proxy Statement.

(8) Includes (i) 492,083 shares of Common Stock issuable upon the exercise of stock options and (ii) 1,014,702 shares of Common Stock issuable upon the conversion of shares of Series A Preferred issuable upon the exercise of Series A Preferred warrants.

(9) As described in a Schedule 13D/A (Amendment No. 3) filed with the SEC on February 13, 2007, the AFB Fund, LLC (“AFB”), Laurence J. Blumberg and Louis Blumberg may be deemed to beneficially own 5,592,268 shares of Common Stock by virtue of the fact that Messrs. Blumberg and Blumberg and AFB may be deemed to be a group for purposes of the filing of the Schedule 13D/A. Laurence J. Blumberg has beneficial ownership of the 316,500 shares that he holds personally. Louis Blumberg is deemed to beneficially own the 5,275,768 Common Shares beneficially owned by AFB by virtue of his role as Manager of AFB. The principal business address of AFB is 2050 Center Avenue, Fort Lee, NJ 07024.

(10) Includes 441,168 shares of Common Stock issuable upon conversion of shares of Series A Preferred issuable upon the exercise of Series A Preferred warrants. The business address of Leaf Offshore Investment Fund Ltd. is 515 Madison Avenue, 42^nd Floor, New York, NY 10022.

(11) Includes 33,396 shares of Series A Preferred issuable upon the exercise of Series A Preferred warrants.

(12) Includes 44,109 shares of Common Stock issuable upon the conversion of shares of Series A Preferred issuable upon the exercise of Series A Preferred warrants. The business address of J. Leighton Read is c/o Alloy Ventures, 480 Cowper Street, 2^nd Floor, Palo Alto, CA 94301.

(13) Includes 3,393 shares of Series A Preferred issuable upon the exercise of Series A Preferred warrants.

(14) Includes 4,180,602 shares of Common Stock issuable upon the conversion of shares of Series C Preferred. The business address of St. Jude Medical, Inc. is One Lillehei Plaza, St. Paul, MN 55117.

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DIRECTORS

Election of Directors

The Company has a classified Board of Directors currently consisting of two Class I directors (Robert P. Khederian and Kenneth Hachikian), two Class II directors (Richard J. Cohen and Laurence J. Blumberg), and one Class III director (Reed Malleck). One class of directors is elected each year to serve for a three-year term. The Class I, Class II and Class III directors were elected to serve until the annual meeting of stockholders to be held in 2009, 2007 and 2008, respectively, and until their respective successors are elected and qualified.

Pursuant to the Series A Certificate of Designations that the Company filed with the Secretary of State of the State of Delaware on May 12, 2003, the holders of the Series A Preferred (the “Series A Preferred Holders”) voting as a separate class, are entitled to elect four members to the Board of Directors of the Company (the “Series A Preferred Directors”). There are currently no Series A Preferred Directors serving on the Board of Directors of the Company. A vacancy in any Series A Preferred directorship can be filled only by vote or written consent in lieu of a meeting of the Series A Preferred Holders or by any remaining Series A Preferred Directors. As of April 25, 2007, no shares of Series A Preferred and warrants to purchase 115,383 shares of Series A Preferred are outstanding.

The persons named in the enclosed proxy card will vote to elect, as Class II directors, Richard J. Cohen and Laurence J. Blumberg. The proxy may not be voted for more than two directors. Dr. Cohen and Dr. Blumberg are presently Class II directors of the Company. The Class II directors will be elected to hold office until the year 2010 annual meeting of stockholders and until their successors are elected and qualified. The nominees have indicated a willingness to serve, if elected; however, if a nominee becomes unable or unwilling to serve as a director, the person acting under the proxy may vote the proxy for the election of a substitute. It is not presently contemplated that the nominees will be unable or unwilling to serve as directors.

Set forth below is the name and age of each nominee for director and the positions and offices held by him with the Company, his principal occupation and business experience during the past five years, the names of other publicly held companies of which he serves as a director and the year of the commencement of his term as a director of the Company.

No director or executive officer is related by blood, marriage or adoption to any other director or executive officer. No arrangements or understandings exist between any director or person nominated for election as a director and any other person pursuant to which such person is to be selected as a director or nominee for election as a director.

The Company’s Board of Directors recommends a vote FOR the election of the nominees for election as directors with terms expiring in 2010.

LAURENCE J. BLUMBERG, M.D.	Director since 2006
	Age: 45

From December 2006 until March 2007, Dr. Blumberg served as a consultant to and as Vice President of Business Development of the Company. Dr. Blumberg is a business founder of the Company. In his interim role as Vice President of Business Development for the Company, he led the negotiation of the co-marketing relationship with St. Jude Medical, Inc. He is currently a Managing Member of Blumberg Capital Advisors, LLC. From February 2006 to September 2006, Dr. Blumberg was the Healthcare Portfolio Manager at Scout Capital Management, LLC, a hedge fund in New York City. From May 1999 to February 2006, he was the Founder and Managing Member of Blumberg Capital Management LLC, which focused on investments in the life sciences field. Prior to that, he spent five years as Vice President, Equity Research at Alliance Capital Management, L.P.

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specializing in biotechnology and medical products and before that was an independent healthcare consultant to S- Squared Technology, a technology investment fund. Dr. Blumberg was a founder and member of the Board of Directors of Syntonix Pharmaceuticals, Inc., a private development stage biotechnology company, which was sold to Biogen-Idec in 2007. Dr. Blumberg is also non-managing member of The AFB Fund LLC, which owns approximately 9% of the Company’s outstanding common shares. He is a member of the Board of Overseers of the School of Science, Brandeis University where he received a B.A. in Physics. Dr. Blumberg received an M.D. from Temple University School of Medicine, and an M.B.A. from Columbia University School of Business.

RICHARD J. COHEN, M.D., Ph.D.	Director since 1993
	Age: 56

Dr. Cohen, the scientific founder of the Company, has been a consultant to the Company since February 1993. Dr. Cohen is the Whitaker Professor of Biomedical Engineering at the Massachusetts Institute of Technology in the Harvard-MIT Division of Health Sciences and Technology, where he has been on the faculty since 1979. Dr. Cohen is also on the staff of the Brigham and Women’s Hospital in Boston. From 1985 to 1995, Dr. Cohen was the Director of the Harvard-MIT Center for Biomedical Engineering located at The Massachusetts Institute of Technology. He is currently Co-Director of the Biomedical Enterprise Program jointly administered by the Harvard-MIT Division of Health Sciences and Technology and the MIT Sloan School of Management. Dr. Cohen has authored over 200 published research articles and over 20 issued United States patents. Dr. Cohen holds A.B. and M.D. degrees from Harvard University and a Ph.D. in Physics from The Massachusetts Institute of Technology.

Current Directors

Set forth below (with the exception of Richard J. Cohen and Laurence J. Blumberg, the information with respect to whom is set forth above), are the name and age of each current director and the positions and offices held by him with the Company, his principal occupation and business experience during the past five years, the names of other publicly held companies of which he serves as a director and the year of the commencement of his term as a director of the Company.

KENNETH V. HACHIKIAN	Director since 2004
	Age: 57

Mr. Hachikian has been a Principal and Partner of The Stonegate Group, Ltd., a boutique investment banking and financial advisory firm, since 2003, and President of Belmont Capital Partners, LLC, a venture capital firm, since 1996. In his capacity as a partner of Stonegate, Mr. Hachikian is currently Chief Operating Officer of Lakewood Engineering & Manufacturing Company, a privately owned manufacturer of portable heaters and fans. From 1991 to 1994, Mr. Hachikian served as President of LINC Scientific Leasing, Inc., and, from 1983 to 1989, as President and CEO of Wellesley Medical Management, Inc. Mr. Hachikian has been an owner and/or senior executive of several other businesses in various industries throughout his over 30-year business career. Mr. Hachikian previously served as Manager of J.O. Pollack LLC from 1997-2001. Mr. Hachikian holds an M.B.A. from Harvard Graduate School of Business Administration and a B.A. in Economics from Harvard University.

ROBERT P. KHEDERIAN	Director since 2002
	Age: 54

Mr. Khederian has been Interim President and Chief Executive Officer of the Company since December 2006. He has also served as Chairman of the Board of Directors since August 2006. Mr. Khederian served as lead independent director of the Company from April 2005 to August 2006. Mr. Khederian is the Chairman of Belmont Capital Partners, LLC, a venture capital firm he founded in 1996. From 1984 through 1996, Mr. Khederian served as Chairman of Medical Specialties Group, Inc., a nationwide distributor of medical

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products he founded. Since 1998, Mr. Khederian has been Chairman and founder of Provident Corporate Finance LLC, an investment banking firm based in Boston. Mr. Khederian is also a director of Inverness Medical Innovations, Inc. and is a member of its Audit and Compensation Committees.

REED MALLECK	Director since 2004
	Age: 55

Since March 2006, Mr. Malleck has been the Vice President of Finance and Operations for Healthwyse, LLC, a provider of integrated clinical and financial information systems for homecare and hospice providers. Previously, from November 2002 until March 2006, Mr. Malleck served as Chief Operating Officer and Chief Financial Officer of Radianse, Inc., a developer and marketer of RF technologies. From June 2000 to November 2002, Mr. Malleck served as Chief Operating Officer and/or Chief Financial Officer of GE Medical Systems Navigation and Visualization Inc. (formerly Visualization Technology, Inc.). Mr. Malleck also held various senior operational and financial positions with several business units of Hewlett-Packard from 1978 to 1999. Mr. Malleck holds a B.S. in Finance and an MBA from the University of Colorado.

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CORPORATE GOVERNANCE

Board of Directors

The Board has determined that Messrs. Hachikian and Malleck are independent directors, as defined by the rules of The Nasdaq Stock Market. The Board met thirty-two times during 2006, either in person or by teleconference. During 2006, each director attended at least 75% of the aggregate of the number of Board meetings and the number of meetings held by all committees on which he then served.

Board Committees

The Board of Directors has established three standing committees—Audit, Compensation, and Nominating. The Audit and Nominating Committees each operate under a charter that has been approved by the Board. Current copies of the charters of the Audit and Nominating Committees are posted on the Corporate Governance section of the Company’s website at www.cambridgeheart.com.

Audit Committee

The Audit Committee’s responsibilities include:

• appointing, approving the compensation of, and assessing the independence of the Company’s independent auditor;

• overseeing the work of the Company’s independent auditor, including through the receipt and consideration of certain reports from the independent auditor;

• reviewing and discussing with management and the independent auditors the Company’s annual and quarterly financial statements and related disclosures;

• monitoring the Company’s internal control over financial reporting, disclosure controls and procedures and code of business conduct and ethics;

• overseeing the Company’s internal audit function;

• discussing the Company’s risk management policies;

• establishing policies regarding hiring employees from the independent auditor and procedures for the receipt and retention of accounting related complaints and concerns;

• meeting independently with the Company’s internal audit staff, independent auditors and management; and

• preparing the audit committee report required by SEC rules (which is included on page 31 of this Proxy Statement).

The Board of Directors has determined that all members of the Audit Committee are independent as determined under Rule 10A-3 promulgated under the Securities Exchange Act of 1934 and as defined by the rules of The Nasdaq Stock Market. The Board of Directors has determined that Mr. Malleck is an “audit committee financial expert” as defined in Item 407(d) of Regulation S-K. The members of the Audit Committee are Mr. Malleck (Chairman) and Mr. Hachikian. The Audit Committee met eight times during 2006.

Compensation Committee

The Compensation Committee’s responsibilities include:

• establishing compensation policies with respect to the Company’s executive officers, including the Chief Executive Officer and the other Named Executive Officers (as defined below);

• setting or recommending to the Board of Directors for approval the compensation levels for the Chief Executive Officer and the other Named Executive Officers; and

• overseeing and administering the Company’s equity incentive and stock purchase plans.

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The members of the Compensation Committee are Mr. Hachikian (Chairman) and Mr. Malleck. The Compensation Committee met seven times during 2006.

Nominating Committee

The Nominating Committee’s responsibilities include:

• identifying individuals qualified to become Board members; and

• recommending to the Board the persons to be nominated for election as directors and to each of the Board’s committees.

The members of the Nominating Committee are Mr. Hachikian (Chairman), Mr. Khederian and Mr. Malleck. Mr. Hachikian and Mr. Malleck are independent as defined under the rules of The Nasdaq Stock Market.

Director Candidates

The process followed by the Nominating Committee to identify and evaluate director candidates includes requests to Board members and others for recommendations, meetings from time to time to evaluate biographical information and background material relating to potential candidates and interviews of selected candidates by members of the Committee and the Board.

In considering whether to recommend any particular candidate for inclusion in the Board’s slate of recommended director nominees, the Nominating Committee will apply the criteria attached to the Committee’s charter. These criteria include the candidate’s integrity, business acumen, knowledge of the Company’s business and industry, age, experience, diligence, conflicts of interest and the ability to act in the interests of all stockholders. Candidates should normally be able to serve for at least five years before reaching the age of 70. The Committee does not assign specific weights to particular criteria, and no particular criterion is a prerequisite for each prospective nominee. The Company believes that the backgrounds and qualifications of its directors, considered as a group, should provide a composite mix of experience, knowledge and abilities that will allow the Board to fulfill its responsibilities.

Stockholders may recommend individuals to the Nominating Committee for consideration as potential director candidates by submitting their names, together with appropriate biographical information and background materials and a statement as to whether the stockholder or group of stockholders making the recommendation has beneficially owned more than 5% of the Company’s Common Stock for at least a year as of the date such recommendation is made, to Nominating Committee, c/o Corporate Secretary, One Oak Park Drive, Bedford, Massachusetts, 01730. Assuming that appropriate biographical and background material has been provided on a timely basis, the Committee will evaluate stockholder-recommended candidates by following substantially the same process, and applying substantially the same criteria, as it follows for candidates submitted by others. If the Board of Directors determines to nominate a stockholder-recommended candidate and recommends his or her election, then his or her name will be included in the proxy card for the next annual meeting of stockholders.

Stockholders also have the right under our by-laws to directly nominate director candidates, without any action or recommendation on the part of the Nominating Committee or the Board of Directors, by following the procedures set forth in the second paragraph under Stockholder Proposals below.

Compensation Committee Interlocks and Insider Participation

Messrs. Hachikian, Khederian, Langan and Malleck served as members of the Compensation Committee in 2006. No executive officer of the Company has served as a director or member of the compensation committee (or other committee serving an equivalent function) of any other entity, one of whose executive officers served as a member of the Compensation Committee or director of the Company.

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Communicating with the Independent Directors

The Board will give appropriate attention to written communications that are submitted by stockholders and will respond if and as appropriate. Under procedures approved by a majority of the independent directors, the Chairman of the Board (if an independent director), or otherwise the Chairman of the Nominating Committee, is primarily responsible for monitoring communications from stockholders and other interested parties and provides copies or summaries of those communications to the other directors as he considers appropriate. Stockholders who wish to send communications on any topic to the Board should address such communications to Nominating Committee of the Board of Directors, c/o Corporate Secretary, One Oak Park Drive, Bedford, Massachusetts, 01730.

Director Attendance at Annual Meeting of Stockholders

The Company’s policy is to encourage all directors to attend the annual meeting of stockholders. Two of the four current Board members who were serving as directors at the time of the 2006 annual meeting of stockholders attended the meeting.

Code of Business Conduct and Ethics

The Company has adopted a written code of business conduct and ethics that applies to the Company’s directors, officers and employees, including its principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. The Company has posted a current copy of the code on its website, which is located at www.cambridgeheart.com. In addition, the Company intends to post on its website all disclosures that are required by law concerning any amendments to, or waivers from, any provision of the code.

Review, Approval or Ratification of Transactions with Related Persons

The Board of Directors of the Company reviews the material facts of transactions with a related person that are required to be disclosed under Item 404(a) of Regulation S-K under the Securities Exchange Act of 1934, as amended. In general, that rule requires disclosure of any transaction in which the Company is a participant, the aggregate amount involved exceeds $120,000, and any related person has or will have a direct or indirect material interest. A “related person” means any director or executive officer, any nominee for director, or any immediate family member of a director or executive officer of the registrant, or of any nominee for director. In reviewing related party transactions, the Board will take into account, among other factors it deems appropriate, whether the related party transaction is on terms no less favorable than terms generally available to an unaffiliated third-party under the same or similar circumstances and the extent of the related person’s interest in the transaction. Related party transactions are referred to the Board by management for review, approval, ratification or other action. This policy is not in writing but is followed consistently by the Board.

TRANSACTIONS WITH RELATED PERSONS

Co-Marketing Agreement with St. Jude Medical and Related Sale of Securities

On March 21, 2007, the Company entered into a Co-Marketing Agreement with St. Jude Medical, Inc. (“St. Jude Medical”). The Co-Marketing Agreement grants St. Jude Medical the exclusive right to market and sell the Company’s HearTwave II System and other Microvolt T-Wave Alternans products (the “Products”) to cardiologists and electrophysiologists in North America (the “St. Jude Target Accounts”). The initial term of the Co-Marketing Agreement expires on April 30, 2010. The term of the Co-Marketing Agreement will be automatically renewed for an additional two-year term unless either party notifies the other of its intention to terminate the Co-Marketing Agreement at least six months prior to the expiration of the initial term.

The Company will sell, deliver and service the Products under purchase orders submitted in connection with St. Jude Medical’s sales and marketing efforts. Under the terms of the Co-Marketing Agreement, the Company

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will pay St. Jude Medical a sales agent fee with respect to the sale of Products to St. Jude Target Accounts in accordance with the terms of the Co-Marketing Agreement. The Company is required to maintain certain minimum inventory levels reserved solely for sales to St. Jude Target Accounts.

Under the terms of the Co-Marketing Agreement, St. Jude Medical will have primary responsibility for preparing sales and marketing materials and for training its sales representatives with respect to the Products. The Company is required to reimburse St. Jude Medical for its sales, marketing and training expenses in the aggregate amount of $1,300,000 over the initial three-year term. The Company also will provide certain additional sales, marketing and training support to St. Jude Medical. The aggregate direct expenses incurred by the Company in connection with this support will not exceed $150,000 per year.

The Co-Marketing Agreement provides certain restrictions on the ability of the Company to enter into other distribution, sale or marketing agreements with respect to the Company’s products, and certain other agreements or arrangements, with certain direct competitors of St. Jude Medical. The Co-Marketing Agreement also contains certain restrictions on the ability of St. Jude Medical to sell or market non-implantable diagnostic systems that are competitive with the Company’s HearTwave II System.

The Co-Marketing Agreement may be terminated by either party in the event that the other party has committed a material breach of its obligations under the Co-Marketing Agreement that has not been cured within 60 days’ written notice from the terminating party and by the Company in the event that St. Jude Medical does not achieve or cure the failure to achieve certain minimum sales targets specified in the Co-Marketing Agreement.

On March 21, 2007, the Company and St. Jude Medical also entered into an agreement for the sale of $12,500,000 of the Company’s Series C Convertible Preferred Stock (the “Series C Preferred”) to St. Jude Medical. Under the terms of the financing, the Company issued and sold 5,000 shares of its Series C Preferred at a purchase price of $2,500 per share (the “Series C Original Issue Price”). Each share of Series C Preferred is convertible into a number of shares of Common Stock equal to $2,500 divided by the conversion price of the Series C Preferred, which is initially $2.99. Each share of Series C Preferred is currently convertible into approximately 836.12 shares of Common Stock. The total number of shares of Common Stock initially issuable upon conversion of the 5,000 shares of Series C Preferred issued and sold in the financing is approximately 4,180,602, representing 6.10% of the Company’s issued and outstanding Common Stock on an as converted basis.

The holders of the Series C Preferred are entitled to receive cumulative cash dividends at the rate of eight percent (8%) of the Series C Original Issue Price per year (the “Series C Dividend”) on each outstanding share of Series C Preferred, provided, however, that the Series C Dividend is only payable when, as and if declared by the Board of Directors. The Series C Dividend is payable prior and in preference to any declaration or payment of any dividend on Common Stock, other series of Preferred Stock or any other capital stock of the Company.

The conversion price of the Series C Preferred is subject to adjustment in certain circumstances. If the Company issues shares of Common Stock under those circumstances on or before March 21, 2008 at a purchase price below the conversion price of the Series C Preferred Stock, the conversion price of the Series C Preferred will be adjusted as set forth in the Certificate of Designation, Preferences and Rights of Series C Convertible Preferred Stock of the Company. In the event of a liquidation of the Company, the holders of Series C Preferred are entitled to receive, prior to the payment of any amount to the holders of Common Stock, other series of Preferred Stock or any other capital stock of the Company, an amount equal to the Series C Original Issue Price, plus declared but unpaid dividends on such shares.

During the term of the Co-Marketing Agreement and provided that St. Jude Medical holds at least 50 percent of the shares purchased by it in the Series C Preferred financing or issued upon conversion of the Series C Preferred, St. Jude Medical has the right to designate one representative, which individual shall be reasonably

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acceptable to the Company, who, subject to certain limitations set forth in the Securities Purchase Agreement, shall be entitled to attend in a non-voting capacity, and receive board materials with respect to, meetings of the Company’s Board of Directors (excluding committee meetings and executive sessions).

Pursuant to the terms of a Registration Rights Agreement between the Company and St. Jude Medical, the Company has agreed to use its best efforts to file with the Securities and Exchange Commission, no later than 60 days following March 21, 2007, a registration statement registering the resale of the shares of Common Stock issuable upon conversion of the Series C Preferred, to cause the registration statement to be declared effective under the Securities Act of 1933, as amended (the “Act”), no later than 120 days following March 21, 2007, and to keep the registration statement continuously effective until all of the shares of Common Stock issuable upon conversion of the Series C Preferred have been sold pursuant to the registration statement or may be sold without volume limitation restrictions pursuant to Rule 144(k) under the Act.

The Company has agreed to pay liquidated damages in the event that the Company defaults in its registration obligations. Liquidated damages will accrue monthly at a rate of 1.0% of the aggregate purchase price paid to the Company by the holders of Series C Preferred or shares of Common Stock issuable upon conversion of the Series C Preferred, provided that the aggregate amount of such liquidated damages will not exceed $750,000.

Consulting Agreement with Laurence J. Blumberg, M.D., Ph.D.

On December 18, 2006, the Company entered into a Consulting Agreement with Laurence J. Blumberg, M.D., a member of the Company’s Board of Directors, pursuant to which Dr. Blumberg served as Vice President of Business Development from December 1, 2006 to March 31, 2007. During the term of the Consulting Agreement, Dr. Blumberg provided business development and strategic consulting services to the Company. Dr. Blumberg was paid a consulting fee of $100,000 in four monthly installments of $25,000 and received stock options to purchase an aggregate of 700,000 shares of Common Stock of the Company at an exercise price of $3.26 per share, which is equal to the closing price per share of the Company’s Common Stock on the date of grant. The first 200,000 stock options will become exercisable in three equal annual installments beginning on the first anniversary of the date of grant. The remaining 500,000 stock options (the “Performance Options”) will become exercisable in the event that the closing price for shares of Common Stock of the Company exceeds $6.60 per share (subject to adjustment for stock splits, stock dividends, stock combinations and other similar transactions of the Company’s common stock) for a period of 30 consecutive trading days prior to December 31, 2011. In the event of a Change in Control of the Company (as defined in the Consulting Agreement), the Performance Options will become exercisable in full as of the date of the Change in Control. The stock options were granted outside of the Company’s equity incentive plans but are nevertheless subject to the terms and conditions of the Company’s 2001 Stock Incentive Plan.

Consulting and Technology Agreement with Richard J. Cohen, M.D., Ph.D.

The Company and Richard J. Cohen, M.D., Ph.D. are parties to a Consulting and Technology Agreement, pursuant to which Dr. Cohen agreed to provide consulting services and license certain technologies to the Company in exchange for the payment of certain royalties by the Company. In 2006, the Company paid Dr. Cohen approximately $77,298 in royalties under the Consulting and Technology Agreement. In March 2007, the Board of Directors of the Company authorized the Company to enter into an amended and restated Consulting and Technology Agreement with Dr. Cohen (the “Amended Agreement”), which remains subject to the parties entering into a definitive agreement. The terms of the proposed Amended Agreement are set forth below.

Under the terms of the Amended Agreement, Dr. Cohen agrees to be available to the Company for consultation for a minimum of 18 days per year (the “Base Consulting Services”) until the expiration of the consulting period on December 31, 2015 (the “Consulting Period”). During the period beginning January 1, 2007

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and ending on December 31, 2009 (the “Interim Consulting Period”), Dr. Cohen agrees to be available for consultation for up to 42 days per year.

The Company will continue to pay Dr. Cohen royalties on net sales related to certain technologies (including the sale of the Company’s HearTwave II System and other Microvolt T-Wave Alternans products) equal to 1.5% of such net sales. If the Company sublicenses, or grants rights to any sublicense with respect to, such technologies to an unrelated company, Dr. Cohen shall receive royalties equal to 7% of gross revenue to the Company from the sublicense. Pursuant to the terms of the Amended Agreement, the Company will pay Dr. Cohen monthly royalties of $10,000 per month during the Interim Consulting Period, subject to an annual percentage increase equal to the annual percentage increase in the National Consumer Price Index for the prior year. Under the Amended Agreement, Dr. Cohen will receive an aggregate of 175,000 shares of restricted common stock of the Company subject to the terms and conditions of the Company’s 2001 Stock Incentive Plan. Dr. Cohen will not receive any additional compensation for the Base Consulting Services.

Under the Amended Agreement, the Company will have the right to terminate the Amended Agreement within the 30-day period immediately following a Change in Control (as defined in the Amended Agreement) of the Company, in which case the Company shall pay Dr. Cohen a termination fee as determined in the Amended Agreement. Either party may terminate the Amended Agreement for material breach or default by the other party of the other party’s obligations under the Amended Agreement upon 90 days’ notice.

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PROPOSAL 2

AMENDMENT TO 2001 STOCK INCENTIVE PLAN

On April 23, 2007, the Board of Directors adopted resolutions to approve an amendment (the “2001 Plan Amendment”) to the 2001 Stock Incentive Plan, as amended, (the “2001 Plan”), to increase the total number of shares of Common Stock authorized for issuance thereunder from 6,750,000 to 8,250,000 and to increase the number of restricted shares of Common Stock authorized for issuance thereunder from 1,000,000 to 1,500,000 shares, subject to stockholder approval.

The Board adopted the 2001 Plan Amendment because the number of shares currently available under the 2001 Plan is insufficient to satisfy the expected 2007 share requirements thereunder due to the Company’s anticipated growth. As of April 23, 2007, approximately 446,125 shares remained available for future option grants under the 2001 Plan.

The Board of Directors believes that the future success of the Company depends, in large part, upon the ability of the Company to maintain a competitive position in attracting, retaining and motivating key personnel. Accordingly, the Board of Directors believes that the approval of the 2001 Plan Amendment is in the best interests of the Company and its stockholders and recommends a vote FOR this proposal.

Summary of the 2001 Plan

The material features of the 2001 Plan are described below. The complete text of the 2001 Plan, including the proposed amendment, is included as Appendix A to this Proxy Statement.

Description of Awards

The 2001 Plan provides for the grant of incentive stock options intended to qualify under Section 422 of the Code, nonstatutory stock options and restricted stock awards (collectively “Awards”).

Incentive Stock Option and Nonstatutory Stock Option Awards. Optionees receive the right to purchase a specified number of shares of Common Stock at a specified option price and subject to such other terms and conditions as are specified in connection with the option grant. Options may not be granted at an exercise price which is less than 100% of the fair market value of the Common Stock on the date of grant or for a term of more than 10 years. The 2001 Plan permits the following forms of payment of the exercise price of options: (i) cash or check, (ii) in connection with a “cashless exercise” through a broker, unless otherwise provided by the Board or committee, (iii) surrender to the Company of shares of Common Stock or delivery to the Company of a promissory note, to the extent permitted by the Board or a committee, or (iv) any combination of these forms of payment.

Restricted Stock Awards. Restricted stock awards entitle recipients to acquire shares of Common Stock, subject to the right of the Company to repurchase or require forfeiture of all or part of such shares from the recipient in the event that the conditions specified in the applicable restricted stock award are not satisfied prior to the end of the applicable restriction period. The maximum aggregate number of shares of Common Stock with respect to which restricted stock awards may be granted under the 2001 Plan is limited to 1,000,000, or 1,500,000 if the shareholders approve the proposed amendment.

Eligibility to Receive Awards

Employees, officers, directors, consultants and advisors of the Company and any future parent or subsidiaries of the Company are eligible to be granted Awards under the 2001 Plan. Under the 2001 Plan, however, incentive stock options may only be granted to employees. The maximum number of shares with respect to which Awards may be granted to any participant under the 2001 Plan may not exceed 900,000 shares per calendar year.

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Transferability of Awards

Awards can not be sold, assigned or otherwise transferred by the person to whom they are awarded except by will or the laws of descent and distribution. Awards to a Participant may only be exercised by that Participant during his or her lifetime.

Plan Benefits

As of March 25, 2007, approximately 58 persons were eligible to receive Awards under the 2001 Plan, including the Company’s executive officers and directors. The Awards actually received by the Company’s Named Executive Officers under the 2001 Plan during the fiscal year ended December 31, 2006 are set forth in the Grants of Plan-Based Awards Table on page 26 of this Proxy Statement. In March 2007, Mr. Khederian was awarded a stock option to purchase 400,000 shares of the Company’s Common Stock, which stock option is subject to shareholder approval of the 2001 Plan Amendment. The terms of the April 2007 stock option awarded to Mr. Khederian is described in Compensation Discussion and Analysis on page 19 of this Proxy Statement. The granting of Awards under the 2001 Plan is discretionary. As a result, the Company cannot now determine the number or type of Awards to be granted in the future to any particular person or group.

On April 25, 2007, the last reported sale price of the Company’s Common Stock on the OTC Bulletin Board was $3.47.

Administration

The 2001 Plan is administered by the Board of Directors. The Board has the authority to adopt, amend and repeal the administrative rules, guidelines and practices relating to the 2001 Plan and to interpret the provisions of the 2001 Plan. Pursuant to the terms of the 2001 Plan, the Board of Directors may delegate its authority under the 2001 Plan to one or more committees of the Board and any references to the Board in this discussion include a committee to which the Board has properly delegated authority. Subject to any applicable limitations contained in the 2001 Plan, the Board of Directors, the Compensation Committee, or any other committee to whom the Board of Directors delegates authority, as the case may be, selects the recipients of Awards and determines (i) the number of shares of Common Stock covered by options and the dates upon which such options become exercisable, (ii) the exercise price of options, (iii) the duration of options, and (iv) the number of shares of Common Stock subject to any restricted stock awards and the terms and conditions of such awards, including conditions for repurchase, issue price and repurchase price, if any. The Board may provide that any Award become immediately exercisable in full or in part, free of some or all restrictions or conditions, at any time. The Board of Directors has authorized the Compensation Committee to administer certain aspects of the 2001 Plan, including the granting of options to executive officers.

The Board of Directors is required to make appropriate adjustments in connection with the 2001 Plan and any outstanding Awards to reflect stock dividends, stock splits, recapitalizations, spin-offs and other similar changes in capitalization. The 2001 Plan also contains provisions addressing the consequences of any Reorganization Event, which is defined as (i) any merger or consolidation of the Company with or into another entity as a result of which all of the Common Stock of the Company is converted into or exchanged for the right to receive cash, securities or other property or (ii) any exchange of all of the Common Stock of the Company for cash, securities or other property pursuant to a share exchange transaction. Upon the occurrence of a Reorganization Event, the Board of Directors is authorized to provide for outstanding options to be assumed or substituted for, by the acquiring or succeeding corporation. If the acquiring or succeeding corporation does not agree to assume, or substitute for, such options, then the Board of Directors shall provide that all unexercised options will become exercisable in full prior to the Reorganization Event and will terminate immediately prior to the Reorganization Event if not exercised; provided that, if holders of the Company’s Common Stock receive a cash payment for each share of Common Stock surrendered pursuant to the Reorganization Event, then the Board

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may provide that all outstanding options shall terminate upon such Reorganization Event and that each participant shall receive, in exchange therefor, a cash payment.

If any Award expires or is terminated, surrendered, canceled or forfeited, the unused shares of Common Stock covered by such Award will again be available for grant under the 2001 Plan subject, however, in the case of incentive stock options, to any limitations under the Code.

Amendment or Termination

No Award may be made under the 2001 Plan after March 15, 2011, but Awards previously granted may extend beyond that date. The Board of Directors may at any time amend, suspend or terminate the 2001 Plan, except that no Award that is intended to comply with Section 162(m) of the Code after the date of such amendment shall become exercisable, realizable or vested unless and until such amendment shall have been approved by the Company’s stockholders as required by Section 162(m).

Federal Income Tax Consequences

The following generally summarizes the United States federal income tax consequences that generally will arise with respect to awards granted under the plan. This summary is based on the tax laws in effect as of the date of this Proxy Statement. Changes to these laws could alter the tax consequences described below.

Incentive Stock Options

A participant will not have income upon the grant of an incentive stock option. Also, except as described below, a participant will not have income upon exercise of an incentive stock option if the participant has been employed by the Company at all times beginning with the option grant date and ending three months before the date the participant exercises the option. If the participant has not been so employed during that time, then the participant will be taxed as described below under Nonstatutory Stock Options. The exercise of an incentive stock option may subject the participant to the alternative minimum tax.

A participant will have income upon the sale of the stock acquired under an incentive stock option at a profit (if sales proceeds exceed the exercise price). The type of income will depend on when the participant sells the stock. If a participant sells the stock more than two years after the option was granted and more than one year after the option was exercised, then all of the profit will be long-term capital gain. If a participant sells the stock prior to satisfying these waiting periods, then the participant will have engaged in a disqualifying disposition and a portion of the profit will be ordinary income and a portion may be capital gain. This capital gain will be long-term if the participant has held the stock for more than one year and otherwise will be short-term. If a participant sells the stock at a loss (sales proceeds are less than the exercise price), then the loss will be a capital loss. This capital loss will be long-term if the participant held the stock for more than one year and otherwise will be short-term.

Nonstatutory Stock Options

A participant will not have income upon the grant of a nonstatutory stock option. A participant will have compensation income upon the exercise of a nonstatutory stock option equal to the value of the stock on the day the participant exercised the option less the exercise price. Upon sale of the stock, the participant will have capital gain or loss equal to the difference between the sales proceeds and the value of the stock on the day the option was exercised. This capital gain or loss will be long-term if the participant has held the stock for more than one year and otherwise will be short-term.

Restricted Stock

A participant will not have income upon the grant of stock subject to forfeiture provisions and restrictions on transfer unless an election under Section 83(b) of the Code is made within 30 days of the date of grant. If a

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timely 83(b) election is made, then a participant will have compensation income equal to the value of the stock on the date of grant less the purchase price. When the stock is sold, the participant will have capital gain or loss equal to the difference between the sales proceeds and the price paid for the shares (plus any taxed amount). If the participant does not make an 83(b) election, then when the stock vests the participant will have compensation income equal to the value of the stock on the vesting date less the purchase price. When the stock is sold, the participant will have capital gain or loss equal to the sales proceeds less the value of the stock on the vesting date. Any capital gain or loss will be long-term if the participant held the stock for more than one year and otherwise will be short-term.

Tax Consequences to the Company

There will be no tax consequences to the Company except that the Company will be entitled to a deduction when a participant has compensation income. Any such deduction will be subject to the limitations of Section 162(m) of the Code.

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SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The following table provides information about the securities authorized for issuance under the Company’s equity compensation plans as of December 31, 2006.

	(a)	(b)		(c)
Plan category	Number of securities to be issued upon exercise of outstanding options, warrants and rights	Weighted-average exercise price of outstanding options, warrants and rights		Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
Equity compensation plans approved by security holders(1)	4,875,868	$	1.40	947,126	(3)
Equity compensation plans not approved by security holders(2)	900,000	$	3.09	N/A
Total	5,775,868	$	1.52	947,126	(3)

(1) Consists of the Amended and Restated 1993 Incentive and Non-Qualified Stock Option Plan, the 1996 Equity Incentive Plan, the 1996 Director Stock Option Plan and the 2001 Stock Incentive Plan.

(2) Consists of an inducement stock option to purchase 200,000 shares of Common Stock awarded to Jeffrey J. Langan and inducement stock option awards to purchase an aggregate of 700,000 shares of Common Stock awarded to Laurence J. Blumberg.

(3) Consists of shares of Common Stock issuable under the 2001 Stock Incentive Plan. In addition to being available for future issuance upon exercise of options that may be granted after December 31, 2006, 392,150 shares of Common Stock under the 2001 Stock Incentive Plan may instead be issued in the form of restricted stock.

In October 2006, as an inducement to Jeffrey J. Langan to accept the position of President and Chief Executive Officer, Mr. Langan was awarded stock options to purchase 2,000,000 shares of Common Stock at an exercise price of $2.49 per share, which is equal to the closing price per share of the Company’s Common Stock on the date of grant. Mr. Langan’s Employment Agreement with the Company provided that the stock options would vest in quarterly installments over a three-year period with 100,000 shares vesting on each of January 13, 2007 and April 13, 2007 and 180,000 shares vesting each quarter thereafter. In connection with Mr. Langan’s resignation as President and Chief Executive Officer in December 2006, the Company entered into a separation agreement with Mr. Langan. Under the terms of the separation agreement, all of the shares covered by the inducement stock options were cancelled and forfeited except for 200,000 shares, 100,000 of which became exercisable on January 12, 2007 and 100,000 of which became exercisable on April 13, 2007. A portion of the inducement stock options, including the 200,000 shares that remain exercisable following Mr. Langan’s separation from the Company, were granted outside of the Company’s equity incentive plans but are nevertheless subject to the terms and conditions of the Company’s 2001 Stock Incentive Plan.

In December 2006, as an inducement to Lawrence J. Blumberg to accept a consulting position as Vice President of Business Development, Dr. Blumberg was awarded stock options to purchase an aggregate of 700,000 shares of common stock of the Company at an exercise price of $3.26 per share, which is equal to the closing price per share of the Company’s Common Stock on the date of grant. The first 200,000 stock options become exercisable in three equal annual installments beginning on the first anniversary of the date of grant. The remaining 500,000 stock options (the “Performance Options”) become exercisable in the event that the closing price for shares of common stock of the Company exceeds $6.60 per share (subject to adjustment for stock splits, stock dividends, stock combinations and other similar transactions of the Company’s common stock) for a period of 30 consecutive trading days prior to December 31, 2011. In the event of a Change in Control of the Company (as defined in Mr. Blumberg’s Consulting Agreement), the Performance Options will become exercisable in full as of the date of the Change in Control. The stock options were granted outside of the Company’s equity incentive plans but are nevertheless subject to the terms and conditions of the Company’s 2001 Stock Incentive Plan.

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COMPENSATION COMMITTEE REPORT

The Compensation Committee of the Board of Directors has reviewed with management the following Compensation Discussion and Analysis section of this Proxy Statement. Based on its review and discussions with management, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in the Company’s Proxy Statement for 2007.

By the Compensation Committee

Kenneth Hachikian (Chair)

Reed Malleck

COMPENSATION DISCUSSION AND ANALYSIS

The purpose of this Compensation Discussion and Analysis is to describe the Company’s compensation program provided to the executive officers named in the Summary Compensation Table (the “Named Executive Officers”) for the 2006 fiscal year.

Compensation Objectives and Philosophy

Cambridge Heart’s executive compensation program, including the decisions of the Board of Directors regarding individual compensation, is designed with three main objectives in mind. First, the program should enable the Company to attract and retain key executives. Second, the program should reward executives for the achievement of specified business objectives of the Company and/or individual performance goals. Finally, the program should provide executives with a long-term equity interest in the Company so as to link a portion of the compensation of the Company’s executives with the performance of the Common Stock over time.

Compensation Components

During 2006, the Company’s executive compensation program consisted primarily of the following forms of compensation: base salary, annual cash bonus, equity compensation, and severance and change in control arrangements. In 2006, the Company also provided a special retention program for its Chief Financial Officer. Named Executive Officers participate in other employee benefits programs that are provided or available generally to full-time employees of the Company, such as the Company’s retirement plan and healthcare, disability and life insurance plans. The Company does not provide any executive benefit in the form of supplemental executive retirement plans or special healthcare plans.

The Compensation Committee generally approves or recommends to the Board of Directors for its approval all compensation and benefit arrangements for executive officers, including the Named Executive Officers. In approving or recommending these arrangements, the Compensation Committee considers recommendations made by the Chief Executive Officer and other members of management. However, the Compensation Committee retains final authority to accept or reject these recommendations. The Compensation Committee also administers the Company’s equity incentive plans and makes recommendations to the Board regarding outside director compensation.

Base Salary

In establishing, and determining increases in, base salaries for executives, the Compensation Committee examines the executive’s demonstrated levels of competency in skill, effectiveness and leadership, compares how that individual has performed essential job requirements against what was envisioned with the job, monitors salaries at other comparable companies and in the Company’s geographic marketplace, considers historic salary levels of the individual and the nature of the individual’s responsibilities and compares the individual’s base salary with those of other executives at the Company. To the extent determined to be appropriate, the Compensation Committee also considers general economic conditions, the Company’s financial performance and

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the individual’s past performance in establishing base salaries of executives. The Compensation Committee does not use a specific formula based on these criteria, but instead makes an evaluation of each executive officer’s contributions in light of all such criteria.

The annual base salaries for the Named Executive Officers as of December 31, 2005 and 2006 are shown in the table below. Annual base salaries for executives who left the Company during 2006 are the salaries in effect as of the last day of employment of the executive.

Named Executive Officer Base Salaries

Name	Principal Position	Base Salary at December 31,
		2005		2006
David A. Chazanovitz	Former President and Chief Executive Officer	$	200,000	$	200,000
Jeffrey J. Langan	Former President and Chief Executive Officer		—	$	240,000
Robert P. Khederian	Chairman, Interim President and Chief Executive Officer		—		—
Roderick de Greef	Vice President and Chief Financial Officer	$	100,000	$	180,000
Ali Haghighi-Mood, Ph.D.	Executive Vice President, Chief Operating Officer and Chief Technology Officer	$	160,000	$	225,000
Mark S. Florence	Vice President, Sales and Marketing		—	$	175,000
Robert LaRoche	Former Vice President, Sales and Marketing	$	176,000	$	176,000

Mr. Chazanovitz resigned as President and Chief Executive Officer on October 13, 2006. Mr. Langan, who had served as a director of the Company since 1999, was appointed President and Chief Executive Officer on October 13, 2006. Mr. Langan’s salary was set as a result of both extensive, arms-length negotiations between the Company and Mr. Langan and the Compensation Committee’s review of salary levels for Chief Executive Officers of peer companies in New England. Mr. Langan resigned as President and Chief Executive Officer on December 15, 2006. The terms of the separation agreements between the Company and each of Messrs. Chazanovitz and Langan are discussed below under Separation Agreements. Mr. Khederian was appointed to serve as Interim President and Chief Executive Officer effective December 15, 2006. Mr. Khederian does not receive a base salary for his services as Interim President and Chief Executive Officer.

Mr. de Greef served as the Company’s Chief Financial Officer on a part-time basis from October 2005 until May 2006. In connection with Mr. de Greef’s appointment as the Company’s Vice President, Finance and Administration, and Chief Financial Officer on a full-time basis in May 2006, Mr. de Greef’s annual base salary was increased from $100,000 (on a part-time basis) to $180,000 (on a full-time basis). In January 2006, Mr. Haghighi-Mood’s salary was increased from $160,000 to $180,000. In connection with Mr. Haghighi-Mood’s appointment as Executive Vice President, Chief Operating Officer and Chief Technology Officer in December 2006, Mr. Haghighi-Mood’s base salary was increased from $180,000 to $225,000. Mr. Florence became Vice President, Sales and Marketing in July 2006. Mr. LaRoche resigned as Vice President, Sales and Marketing in July 2006.

Annual Cash Bonus Compensation

The Company provides annual cash bonuses to executives based upon their contribution to the Company’s overall performance during the year and the achievement of certain financial and operating objectives. Bonuses paid to executive officers in 2006 were not based upon predetermined quantitative measures but rather were fixed by the Board of Directors based upon a combination of the Board’s evaluation of each executive officer’s individual contribution to the Company’s performance in 2006 as well as the Company’s overall retention needs in light of management changes in the fourth quarter of 2006. Based upon these considerations, Messrs. de Greef, Haghighi-Mood and Florence were awarded bonuses in the amount of $25,667, $36,000 and $10,000 representing approximately 14%, 11% and 6% of their 2006 annual base salaries.

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In addition, Messrs. Langan and Florence were eligible to receive individual performance bonuses for 2006 based upon the achievement of specified sales targets for the Company. The individual performance bonuses were based on the achievement of sales targets in order to motivate the executives to achieve the Company’s business objective of continued growth in revenue. Under the terms of his Employment Agreement, Mr. Langan was eligible to receive an annual performance bonus equal to 3% of all sales in the fourth quarter of 2006 in excess of sales in the third quarter of 2006, 3% of all sales in excess of a specified target amount in 2007, 3% of all sales in 2008 in excess of those in 2007, and 3% of sales in 2009 in excess of those in 2008, subject to the maintenance of average gross margins consistent with the preceding period and Mr. Langan’s continued employment through the end of the applicable period. Under the terms of his employment offer letter with the Company, Mr. Florence was eligible to receive a performance bonus for 2006 equal to 3% of all sales in excess of a specified target amount for the period of July 1, 2006 to December 31, 2006. Mr. Langan did not receive his individual performance bonus for 2006 because his employment with the Company terminated prior to the end of 2006. Mr. Florence did not receive his individual performance bonus for 2006 because the Company’s sales for the period from July 1, 2006 to December 31, 2006 did not exceed the minimum specified target amount.

Equity Incentive Compensation

The Named Executive Officers receive long-term equity incentive compensation in the form of stock options. The Compensation Committee believes that equity-based compensation motivates the Company’s executive officers to have an interest in the long-term success of the Company. The Compensation Committee considers a number of factors, including management recommendations, equity incentive compensation practices at peer companies, and the number and terms of equity awards previously granted to each executive, when determining equity incentive compensation for Named Executive Offcers.

In August 2005, the Compensation Committee determined that in order to continue to provide appropriate incentives to management, it was in the best interest of the Company to give the Company’s executive officers an opportunity to exchange their outstanding options, which had exercise prices in excess of the then current fair market value of the Common Stock, for new options with an exercise price equal to the then current fair market value of the Common Stock. On August 15, 2005, each of Messrs. Chazanovitz, LaRoche and Haghighi-Mood as well as James W. Sheppard, the Company’s former Vice President of Operations, entered into individual option exchange agreements with the Company whereby options to purchase an aggregate of 2,686,750 shares of Common Stock (some of which had vested previously) were cancelled and replaced with unvested options to purchase an aggregate of 2,975,000 shares of Common Stock at an exercise price per share of $0.29, the last reported price that day. These options have a term of 10 years and vest in equal annual installments over three years from the date of grant.

In light of the grant of the exchange options to the Company’s executive officers in August 2005, the Company did not make annual equity awards to the Named Executive Officers in 2006. However, the Company did make individual stock option awards to certain Named Executive Officers in connection with either the commencement of the executive’s employment with the Company or the appointment of the executive to a new position within the Company. The stock option awards made in 2006 to Named Executive Officers have an exercise price equal to the fair market value of the Company’s Common Stock on the date of grant, have a term of 10 years, and, other than the stock option awarded to Mr. Langan in connection with his appointment as President and Chief Executive Officer, vest in equal annual installments over three years from the date of grant.

In June 2006, as an inducement to Mr. de Greef to become the Company’s Vice President and Chief Financial Officer on a full-time basis, Mr. de Greef was awarded a stock option to purchase 150,000 shares of the Company’s Common Stock. In July 2006, as an inducement to Mr. Florence to become the Company’s Vice President, Sale and Marketing, Mr. Florence was awarded a stock option to purchase 400,000 shares of the Company’s Common Stock. In October 2006, as an inducement to Mr. Langan to accept the position of President and Chief Executive Officer, Mr. Langan was awarded a stock option to purchase 2,000,000 shares of Common Stock. Mr. Langan’s Employment Agreement with the Company provided that his stock option would vest in quarterly installments over a three-year period with 100,000 shares vesting on each of January 13, 2007 and

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April 13, 2007 and 180,000 shares vesting each quarter thereafter. In December 2006, in connection with his appointment as Executive Vice President, Chief Operating Officer and Chief Technology Officer, Mr. Haghighi-Mood was awarded a stock option to purchase 700,000 shares of Common Stock.

Perquisites

Under the terms of his Employment Agreement, the Company agreed to reimburse Mr. Langan for his temporary housing costs and travel expenses to and from his current residence in Maine up to $2,500 per month (net of applicable tax withholdings) and for the cost of maintaining his current family medical insurance coverage up to $1,235 per month (net of applicable tax withholdings), in each case from the date of his appointment in October 2006 until the sooner of July 2007 or his relocation to Boston, Massachusetts.

Severance Agreements

The Company has entered into severance agreements with each of Messrs. de Greef, Haghighi-Mood and Florence. Under these agreements, if the executive officer’s employment is terminated by the Company without cause (as defined in the severance agreement), the executive officer will be entitled to receive severance compensation equal to the executive officer’s base salary as in effect at the time of such termination and continued healthcare benefits for a period of six months, in the case of Messrs. de Greef and Florence, and 12 months, in the case of Mr. Haghighi-Mood. In the event of a change in control (as defined in the severance agreements) that does not result in termination of the executive officer’s employment, 50% of all the officer’s unvested options which are then outstanding will become immediately exercisable. In the event of a change in control resulting in the termination of the executive officer’s employment, the executive officer will be entitled to receive severance compensation in an amount equal to the executive officer’s base salary as in effect at the time of such termination for a period of 12 months and continued healthcare benefits for a period of 12 months, and all of the executive officer’s unvested options which are then outstanding will become immediately exercisable.

The Company included enhanced severance benefits in the event of a change in control of the Company in order to remove any financial concerns an executive may have when evaluating a potential transaction and to allow him to focus on maximizing value for the Company’s stockholders. The Compensation Committee believes that these change in control benefits are necessary given the volatility and uncertainty inherent in the Company’s line of business.

Retention Benefit Agreement

In December 2006, in order to induce his continued service as the Company’s Chief Financial Officer until at least March 31, 2007, the Company entered into a retention benefit agreement with Mr. de Greef. In February 2007, in order to induce his continued service as the Company’s Chief Financial Officer until at least June 30, 2007, the Company entered into an amendment of the retention benefit agreement with Mr. de Greef. The agreement, as amended, provides that if Mr. de Greef serves as the Company’s Chief Financial Officer until March 31, 2007 and resigns from the Company following March 31, 2007, he will be entitled to receive a severance payment equal to $90,000 payable in a lump sum payment, subject to his delivery of an irrevocable general release of the Company, and also will be entitled to continue receiving healthcare benefits for a period of six months from the date of termination of employment. In the event that Mr. de Greef resigns from the Company after March 31, 2007 but before October 3, 2007, the stock options granted to him on October 3, 2005 at an exercise price of $0.26 per share will become exercisable immediately with respect to 41,667 of the 83,333 shares that would have become exercisable on October 3, 2007. In the event that Mr. de Greef resigns from the Company after March 31, 2007 but prior to June 1, 2007, the stock options granted to him on June 1, 2006 at an exercise price of $1.87 per share will become exercisable immediately with respect to 41,667 of the 50,000 shares that would have become exercisable on June 1, 2007. In the event that Mr. de Greef resigns from the Company after June 30, 2007 but before October 3, 2007, the stock options granted to him on October 3, 2005 at an exercise price of $0.26 per share will become exercisable immediately with respect to an additional 20,833 shares that would have become exercisable on October 3, 2007.

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In the event that Mr. de Greef resigns from the Company after June 30, 2007 but before June 1, 2008, the stock options granted to him on June 1, 2006 at an exercise price of $1.87 per share will become exercisable immediately with respect to an additional 4,167 shares that would have become exercisable on June 1, 2008.

Separation Agreements with Messrs. Chazanovitz and Langan

The Company was a party to a severance agreement with Mr. Chazanovitz, the Company’s former President and Chief Executive Officer, which provided that, if Mr. Chazanovitz’s employment is terminated by the Company without cause (as defined in the severance agreement), Mr. Chazanovitz would be entitled to receive severance compensation in an amount equal to $240,000 and continued healthcare benefits for a period of 12 months.

In connection with Mr. Chazanovitz’s resignation as President and Chief Executive Officer in October 2006, the Company entered into a separation agreement with Mr. Chazanovitz. Under that agreement, Mr. Chazanovitz received a severance payment in the amount of $240,000 in April 2007 and is entitled to continue receiving healthcare benefits for a period of one year from the date of separation, provided that he complies with the terms and conditions of his separation agreement. Pursuant to the separation agreement, stock options to purchase 583,333 shares of the Company’s common stock at an exercise price of $0.29 per share, which would have become exercisable during the 12-month period following the separation date, vested in full and Mr. Chazanovitz was permitted to exercise all exercisable options on a cashless exercise basis. The separation agreement also provided a general release of the Company by Mr. Chazanovitz.

In connection with the appointment of Mr. Langan as President and Chief Executive Officer of the Company in October 2006, the Company entered into an employment agreement with Mr. Langan. The employment agreement provided that, in the event that Mr. Langan’s employment is terminated by the Company without cause (as defined in the employment agreement) or by Mr. Langan for changed circumstances (as defined in the employment agreement), in each case after April 13, 2007, Mr. Langan would be entitled to continue to receive his base salary and healthcare benefits for one year following the date of termination. The employment agreement also provided (a) that in the event that Mr. Langan’s employment is terminated by the Company without cause on or before April 13, 2007, the stock options granted to Mr. Langan in connection with his appointment as President and Chief Executive Officer (the “Inducement Options”) would become immediately exercisable with respect to that number of shares that would have become exercisable had Mr. Langan remained employed until April 13, 2007, (b) that in the event that Mr. Langan’s employment is terminated by the Company without cause, by Mr. Langan for changed circumstances or as a result of his death or disability, in each case after April 13, 2007, the Inducement Options would become immediately exercisable with respect to that number of shares that would have become exercisable during the six-month period following the date of termination, and (c) that in the event of a change in control of the Company (as defined in the employment agreement), all of the unvested Inducement Options would become exercisable in full as of the date of the change in control.

In connection with Mr. Langan’s resignation as President and Chief Executive Officer in December 2006, the Company entered into a separation agreement with Mr. Langan. Under the terms of the separation agreement, Mr. Langan is entitled to receive, as severance benefits, regular installments of his base salary and continued healthcare benefits during the period from the date of separation until April 13, 2007. Under the terms of the separation agreement, the following options to purchase shares of the Company’s common stock held by Mr. Langan continue to become exercisable in accordance with their terms and will remain exercisable in accordance with their original terms: (a) stock options originally granted to Mr. Langan in connection with his appointment as Chief Executive Officer to purchase 200,000 shares of the Company’s common stock at $2.49 per share, 100,000 of which became exercisable on January 13, 2007 and 100,000 of which became exercisable on April 13, 2007, (b) stock options originally granted to Mr. Langan in connection with his service as a director of the Company to purchase 138,750 shares of the Company’s common stock at $0.30 per share, 46,250 of which are currently exercisable and 46,250 of which will become exercisable on each of September 19, 2007 and 2008, and (c) stock options originally granted to Mr. Langan in connection with his service as a director to purchase

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30,000 shares of the Company’s common stock at $2.90 per share, 10,000 of which will become exercisable on each of October 30, 2007, 2008 and 2009. All other stock options granted to Mr. Langan were cancelled and forfeited effective on the separation date. The separation agreement also provided a general release of the Company by Mr. Langan.

Appointment of Interim President and Chief Executive Officer

On December 15, 2006, Mr. Khederian, a director of the Company since 2002, was appointed to serve as interim President and Chief Executive Officer of the Company until such time as the Company is able to identify and retain a permanent President and Chief Executive Officer. Mr. Khederian does not receive any salary for his services as interim President and Chief Executive Officer but continues to receive compensation paid to non-employee directors of the Company, including compensation for his services as Chairman of the Board. In March 2007, upon the recommendation of the Compensation Committee and approval of the Board of Directors, Mr. Khederian was awarded a stock option to purchase 400,000 shares of the Company’s Common Stock at an exercise price of $3.17 per share, subject to shareholder approval of the 2001 Plan Amendment. The stock option awarded to Mr. Khederian is intended to compensate Mr. Khederian for his continued service as interim President and Chief Executive Officer while the Board continues its search for an appropriate candidate to serve on a permanent basis. Like the other stock option awards made in 2006 to Named Executive Officers, the stock option awarded to Mr. Khederian has an exercise price equal to the fair market value of the Company’s Common Stock on the date of grant, has a term of 10 years, and vests in equal annual installments over three years from the date of grant. In the event that Mr. Khederian’s service as interim President and Chief Executive Officer of the Company terminates prior to December 15, 2007, the stock option terminates immediately and will not be exercisable with respect to one-twelfth of the shares covered by the stock option (33,333 shares) for each month fewer than 12 months that Mr. Khederian serves as interim Chief Executive Officer of the Company after December 15, 2006. In making its recommendation to the Board regarding the terms of the stock option award for Mr. Khederian, the Compensation Committee considered a number of factors, including the amount of cash compensation that the Company would generally expect to pay to a comparable executive serving as Chief Executive Officer of the Company and the fact that Mr. Khederian is not receiving any cash compensation for his services as interim Chief Executive Officer other than the standard fees paid to non-employee directors.

Compliance with Internal Revenue Code Section 162(m)

Section 162(m) of the Code, generally disallows a tax deduction to public companies for certain compensation over $1 million paid to the Company’s Chief Executive Officer and the Company’s other executive officers. Certain compensation, including qualified performance-based compensation, will not be subject to the deduction limit if certain requirements are met. The Compensation Committee reviews the potential effect of Section 162(m) periodically and generally seeks to structure the long-term incentive compensation granted to its executive officers through option issuances under certain of the Company’s stock plans in a manner that is intended to avoid disallowance of deductions under Section 162(m). Nevertheless, there can be no assurance that compensation attributable to awards granted under the plans will be treated as qualified performance-based compensation under Section 162(m). In addition, the Compensation Committee reserves the right to use its judgment to authorize compensation payments that may be subject to the limit when the Compensation Committee believes such payments are appropriate and in the best interests of the company and its stockholders, after taking into consideration changing business conditions and the performance of its employees.

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EXECUTIVE COMPENSATION

The following table sets forth information for the fiscal year ended December 31, 2006 concerning the compensation paid to each person serving as the Company’ Chief Executive Officer or acting in a similar capacity during the last completed fiscal year; each person serving as the Company’s Chief Financial Officer or acting in a similar capacity during the last completed fiscal year; the Company’s executive officers other than the Chief Executive Officer and Chief Financial Officer who were serving as executive officers at the end of the last completed fiscal year; and one additional individual who would have been among the Company’s most highly compensated executive officers but for the fact that he was not serving as an executive officer of the Company at the end of the last completed fiscal year (the “Named Executive Officers”).

Summary Compensation Table For 2006

Name and principal position	Year	Salary ($)	Bonus ($)(1)	Stock Awards ($)(2)	Option Awards ($)(2)		All Other Compensation ($)		Total ($)
Robert P. Khederian(3) Chairman of the Board, Interim President and Chief Executive Officer	2006	—	—	—	—		42,261	(4)	42,261
Jeffrey J. Langan(5) Former President and Chief Executive Officer	2006	50,000	—	—	515,525	(6)	117,937	(7)	683,462
David A. Chazanovitz(8) Former President and Chief Executive Officer	2006	200,000	—	146,813	173,105	(6)	269,762	(9)	789,680
Roderick de Greef Vice President Finance and Administration, Chief Financial Officer	2006	146,667	25,667	—	55,024		—		227,358
Ali Haghighi-Mood Executive Vice President, Chief Operating Officer and Chief Technology Officer	2006	181,875	36,000	—	70,745		—		288,260
Mark S. Florence Vice President, Sales and Marketing	2006	84,029	10,000	—	120,512		—		214,541
Robert LaRoche(10) Former Vice President, Sales and Marketing	2006	88,000	—	—	24,118		107,598	(11)	219,716

(1) Consists of the annual cash bonus awards made to the Named Executive Officers for 2006 whether or not such bonuses were paid in that year. See the Compensation Discussion and Analysis on page 19 of this Proxy Statement for more details.

(2) Reflects the compensation cost related to all outstanding awards recognized in 2006 for financial statement reporting purposes in accordance with Statement of Financial Accounting Standards No. 123R (“SFAS No. 123R”), excluding the impact of estimated forfeitures related to service-based vesting conditions. Assumptions made in the calculation of these amounts are included in Note 10 to the Company’s audited financial statements for the fiscal year ended December 31, 2006, included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 30, 2007.

(3) Mr. Khederian has served as Interim President and Chief Executive Officer of the Company since December 15, 2006. He received no salary in connection with his services as Interim President and Chief Executive Officer.

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(4) Includes $38,125 of fees paid for Mr. Khederian’s service as a director in 2006 and $4,136 in compensation cost related to all outstanding stock options awarded to Mr. Khederian for his service a director recognized in 2006 for financial statement reporting purposes in accordance with SFAS No. 123R.

(5) Mr. Langan served as President and Chief Executive Officer of the Company from October 13, 2006 to December 15, 2006 and served as a director of the Company prior to becoming President and Chief Executive Officer.

(6) Represents the compensation cost related to all outstanding stock options awarded for his service a President and Chief Executive Officer and in connection with his termination recognized in 2006 for financial statement reporting purposes in accordance with SFAS No. 123.

(7) Includes $79,135 of severance pay, $25,625 of fees paid for Mr. Langan’s service as a director, $9,713 in compensation cost related to all outstanding stock options awarded to Mr. Langan for his service a director recognized in 2006 for financial statement reporting purposes in accordance with SFAS No. 123, $1,973 of housing costs and $1,491 of reimbursement for healthcare insurance premiums.

(8) Mr. Chazanovitz served as President and Chief Executive Officer of the Company until October 13, 2006.

(9) Includes $240,000 in severance pay, $16,641 in paid accrued but unused vacation, $12,379 in healthcare insurance premiums and $743 of life insurance premiums.

(10) Mr. LaRoche left the Company in July, 2006.

(11) Includes $100,748 in severance pay, $5,158 in healthcare insurance premiums and $1,692 in paid accrued but unused vacation.

The material terms of each Named Executive Officer’s employment agreements are described in Compensation Discussion and Analysis on page 19 of this Proxy Statement.

The following table sets forth the individual plan-based awards for each of the Named Executive Officers during 2006:

Grants Of Plan-Based Awards For 2006

Name	Grant Date	Estimated Future Payouts Under Non-Equity Incentive Plan Awards					All Other Option Awards: Number of Securities Underlying Options (#)(1)		Exercise or Base Price of Option Awards ($/sh)(2)	Grant Date Fair Value of Stock and Option Awards ($/sh)(3)
		Threshold ($)	Target ($)		Maximum ($)
Robert P. Khederian	—	—	—		—		—		—	—
Jeffrey J. Langan	10/13/2006	0	(4	)	(4	)	2,000,000	(5)	2.49	4,182,000
David A. Chazanovitz	—	—	—		—		—		—	—
Roderick de Greef	6/1/2006	—	—		—		150,000	(6)(7)	1.87	204,900
Ali Haghighi-Mood	12/14/2006	—	—		—		700,000	(6)	3.30	1,939,700
Mark S. Florence	7/1/2006	0	(8	)	(8	)	400,000	(6)	2.25	758,400
Robert LaRoche	—	—	—		—		—		—	—

(1) Includes awards made under the Company’s 2001 Stock Incentive Plan, except for the award to Mr. Langan, a portion of which was an inducement equity grant outside of the plan but nevertheless subject to its terms.

(2) The exercise price for all stock options granted is equal to the fair market value of the Company’s common stock on the date of grant.

(3) Determined in accordance with SFAS No. 123R. Assumptions made in the calculation of these amounts are included in Note 10 to the Company’s audited financial statements for the fiscal year ended December 31, 2006, included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 30, 2007.

(4) Mr. Langan was not eligible to receive any payment under individual performance bonus for 2006 because his employment with the Company terminated prior to the end of 2006. See Compensation Discussion and Analysis on page 19 of this Proxy Statement for more details.

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(5) The option was to become exercisable over a three-year period in quarterly installments with options to purchase 100,000 shares of common stock vesting on each of January 13, 2007 and April 13, 2007 and options to purchase 180,000 shares of common stock vesting each quarter thereafter until the option is fully exercisable. Upon the termination of his employment with the Company, Mr. Langan forfeited all of these options, except for options to purchase 200,000 shares of common stock, 100,000 of which vested on each of January 13, 2007 and April 13, 2007.

(6) The option becomes exercisable in three equal annual installments beginning on the first anniversary of the grant date. In the event of a change in control of the Company that does not result in termination of the Named Executive Officer’s employment, 50% of all the officer’s unvested options which are then outstanding will become immediately exercisable. In the event of a change in control resulting in the termination of the Named Executive Officer’s employment, all of the officer’s unvested options which are then outstanding will become immediately exercisable.

(7) In the event that Mr. de Greef remains employed with the Company through June 30, 2007 and Mr. de Greef resigns prior to June 1, 2008, the option will become exercisable immediately with respect to an additional 4,167 shares that would have become exercisable on June 1, 2008.

(8) Mr. Florence did not receive his individual performance bonus for 2006 because the Company’s sales for the applicable period did not exceed the minimum specified target amount. See Compensation Discussion and Analysis on page 19 of this Proxy Statement for more details.

For additional information regarding equity awards to the Named Executive Officers, see the subsection entitled Equity Incentive Compensation in Compensation Discussion and Analysis on page 19 of this Proxy Statement.

The following table sets forth certain information concerning stock options exercised during the 2006 fiscal year and the number and value of shares of Common Stock subject to options held by the Named Executive Officers as of December 31, 2006:

Outstanding Equity Awards At Fiscal Year-end For 2006

	Option Awards
Name	Number of Securities Underlying Unexercised Options Exercisable (#)		Number of Securities Underlying Unexercised Options Unexercisable (#)		Option Exercise Price ($)	Option Expiration Date
Robert P. Khederian(1)	—		30,000	(2)	2.90	10/30/2016
Robert P. Khederian(1)	—		138,750	(2)	0.30	9/19/2015
Jeffrey J. Langan	—		200,000	(3)	2.49	10/13/2016
Jeffrey J. Langan(1)			30,000	(2)	2.90	10/30/2016
Jeffrey J. Langan(1)	46,250	(2)	92,500	(2)	0.30	9/19/2015
David A. Chazanovitz	700,001	(4)	—		0.29	8/15/2015
Roderick de Greef	—		166,667	(2)	0.26	10/3/2015
Roderick de Greef	—		150,000	(2)	1.87	6/1/2016
Ali Haghighi-Mood	—		333,333	(2)	0.29	8/15/2015
Ali Haghighi-Mood	—		700,000	(2)	3.30	12/14/2016
Mark S. Florence	—		400,000	(2)	2.25	7/10/2016
Robert LaRoche	—		—		—	—

(1) Represents options received as a director.

(2) The option becomes exercisable in three equal annual installments, beginning on the first anniversary of the date of grant.

(3) The option became exercisable with respect to options to purchase 100,000 shares of common stock vesting on each of January 13, 2007 and April 13, 2007.

(4) These options were exercised in full in January 2007.

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The following table sets forth information concerning any option exercises or vested stock awards for each Named Executive Officer during 2006.

Option Exercises And Stock Vested For 2006

	Option Awards		Stock Awards
Name	Number of Shares Acquired on Exercise (#)	Value Realized Upon Exercise ($)	Number of Shares Acquired on Vesting (#)	Value Realized Upon Vesting ($)
Robert P. Khederian	—	—	—	—
Jeffrey J. Langan	—	—	—	—
David A. Chazanovitz	466,666	1,134,665	62,500	146,813
Roderick de Greef	83,333	287,499	—	—
Ali Haghighi-Mood	166,667	425,001	—	—
Mark S. Florence	—	—	—	—
Robert LaRoche	183,333	408,083	—	—

Potential Payments Upon Termination or Change-in-Control

Each of Messrs. de Greef, Haghighi-Mood and Florence has a severance agreement with the Company that provides, if the executive officer’s employment is terminated by the Company without cause (as defined in the severance agreement), he will be entitled to receive severance compensation equal to his base salary as in effect at the time of such termination and continued healthcare benefits for a period of six months, in the case of Messrs. de Greef and Florence, and 12 months, in the case of Mr. Haghighi-Mood. Further, the agreements provide that 50% of all the officer’s unvested options which are then outstanding will become immediately exercisable in the event of a change in control (as defined in the severance agreements) that does not result in termination of the executive officer’s employment. In the event of a change in control resulting in the termination of the executive officer’s employment, he will be entitled to receive severance compensation in an amount equal to the executive officer’s base salary as in effect at the time of such termination for a period of 12 months and continued healthcare benefits for a period of 12 months, and all of the executive officer’s unvested options which are then outstanding will become immediately exercisable. Further details regarding these agreement are available in the subsection entitled Severance Agreements in Compensation Discussion and Analysis on page 19 of this Proxy Statement. Severance payments to each officer calculated as though the termination or change of control occurred on December 31 ,2006, are included in the table below.

Mr. de Greef entered into a retention benefit agreement with the Company in December 2006, which was subsequently amended in February 2007. The agreement is described in the subsection entitled Retention Benefit Agreement in Compensation Discussion and Analysis on page 19 of this Proxy Statement. Mr. de Greef would not have been entitled to any payment under his retention benefit agreement if a termination event had occurred on December 31, 2006.

The Company was a party to a severance agreement with Mr. Chazanovitz and an employment agreement with Mr. Langan, each of whom served as the Company’s former President and Chief Executive Officer for a portion of 2006. The Company entered into separation agreements with each of Mr. Chazanovitz and Mr. Langan upon the termination of his employment with the Company. The details of these agreements are available in the subsection entitled Separation Agreements with Messrs. Chazanovitz and Langan in Compensation Discussion and Analysis on page 19 of this Proxy Statement. The amounts paid to each are reflected in the table below.

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The following table sets forth potential payments to the Named Executive Officers upon termination or a change in control of the Company, calculated as though the termination or change of control occurred on December 31 ,2006:

Name	Termination by the Company without Cause(1) ($)	Change of Control of the Company Not Resulting in Termination(2) ($)	Change of Control of the Company Resulting in Termination(3) ($)	Payments Actually Made in Connection with Termination ($)
Robert P. Khederian	—	—	—	—
Jeffrey J. Langan	—	—	—	80,626	(4)
David A. Chazanovitz	—	—	—	269,762
Roderick de Greef	96,000	95,839	383,678	—
Ali Haghighi-Mood	240,462	989,994	2,220,450	—
Mark S. Florence	95,183	318,943	826,569	—
Robert LaRoche	—	—	—	107,598

(1) Amounts reported for Messrs. de Greef, Haghighi-Mood and Florence equal base salary on December 31, 2006 ($90,000, $225,000 and $87,500, respectively) and continued healthcare benefits for a period of six months, in the case of Messrs. de Greef and Florence ($6,000 each), and 12 months, in the case of Mr. Haghighi-Mood ($12,000), plus accrued vacation payout ($0, $3,462 and $1,683, respectively).

(2) Equals 50% of all the officer’s unvested stock options outstanding as of December 31, 2006.

(3) Amounts reported for Messrs. de Greef, Haghighi-Mood and Florence equal base salary on December 31, 2006 ($90,000, $225,000 and $87,500, respectively) paid for a period of 12 months and continued healthcare benefits for a period of 12 months ($12,000 each), immediate vesting of all of the executive officer’s unvested stock options which were outstanding as of December 31, 2006 ($191,678, 1,979,989 and $637,887, respectively), plus accrued vacation payout ($0, $3,462 and $1,683, respectively).

(4) Excludes Board fees and housing reimbursement paid.

DIRECTOR COMPENSATION

Non-employee directors receive a fee of $2,500 per in-person meeting of the Board of Directors and $500 per telephonic meeting of the Board of Directors or committee meeting, and non-employee directors who serve as Chairman of the Board or as chairman of one or more committees of the Board of Directors (currently Messrs. Hachikian, Khederian and Malleck) receive a fee of $3,125 per in-person meeting of the Board of Directors and $625 per telephonic meeting of the Board of Directors or committee meeting. Effective January 1, 2007, each of the Company’s non-employee directors will receive an annual retainer of $15,000.

The following table sets forth compensation actually paid, earned or accrued during 2006 by the Company’s directors.

Name	Fees Earned or Paid in Cash ($)	Option Awards ($)(1)		All Other Compensation		Total ($)
Laurence J. Blumberg(2)	8,000	13,542	(3)	379,856	(4)	401,398
Richard J. Cohen	26,000	22,839	(5)
Kenneth V. Hachikian	54,375	19,009	(5)
Reed Malleck	27,625	19,009	(5)

(1) Reflects the dollar amounts recognized for financial statement reporting purposes for the fiscal year ended December 31, 2006, in accordance with Statement of Financial Accounting Standards No. 123R (“SFAS No. 123R”), (excluding the impact of estimated forfeitures related to service-based vesting conditions), and thus may include amounts attributable to awards granted during and before 2006.

(2) Dr. Blumberg was elected as a director on October 23, 2006.

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(3) In connection with his election to the Board of Directors, Dr. Blumberg was awarded stock options on October 23, 2006 to purchase 100,000 shares of Common Stock on October 23, 2006 at an exercise price of $2.56 per share. This stock options become exercisable in three equal annual installments beginning on the first anniversary of the date of grant. The aggregate grant date fair value of the option award, calculated in accordance with SFAS No. 123R, is $214,900.

(4) Pursuant to the Consulting Agreement between Dr. Blumberg and the Company dated December 18, 2006, Dr. Blumberg was awarded stock options on December 18, 2006 to purchase 700,000 shares of Common Stock at an exercise price of $3.26 per share. Of the 700,000 options granted pursuant to the Consulting Agreement, 200,000 become exercisable in three equal annual installments beginning on the first anniversary of the date of grant and 500,000 become exercisable in the event that the closing price for shares of Common Stock of the Company as reported on the OTC Bulletin Board exceeds $6.60 per share (subject to adjustment for stock splits, stock dividends, stock combinations and other similar transactions of the Company’s common stock) for a period of 30 consecutive trading days prior to December 31, 2011. The aggregate grant date fair value of the option awards, calculated in accordance with SFAS No. 123R, is $1,642,697. Amount shown includes (i) $25,000 paid under the Consulting Agreement between Dr. Blumberg and the Company dated as of December 18, 2006 and (ii) $354,856 in compensation cost related to the stock options awarded to Dr. Blumberg pursuant to his Consulting Agreement recognized in 2006 for financial statement reporting purposes, in accordance with SFAS 123R.

(5) Each of Messrs. Cohen, Hachikian, and Malleck were granted a stock option on October 30, 2006 to purchase 30,000 shares of Common Stock at an exercise price of $2.90 per share. These stock options become exercisable in three equal annual installments beginning on the first anniversary of the date of grant. The grant date fair value of each option award, calculated in accordance with SFAS No. 123R, is $73,050.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), requires the Company’s directors, executive officers and holders of more than 10% of the Company’s Common Stock (“Reporting Persons”) to file with the SEC initial reports of ownership and reports of changes in ownership of Common Stock and other equity securities of the Company. Based solely on its review of copies of reports filed by the Reporting Persons furnished to the Company, or written representations from Reporting Persons, the Company believes that, during the fiscal year ended December 31, 2006, the Reporting Persons complied with all Section 16(a) filing requirements, with the following exceptions. Mr. Hachikian filed a Form 4 on October 27, 2006 reporting the exercise of a stock option and the sale of Common Stock on October 19, 2006 and each of Messrs. Cohen and Malleck filed a Form 4 on November 2, 2006 reporting the grant of a stock option on October 30, 2006.

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AUDIT COMMITTEE REPORT

The Audit Committee of the Company’s Board of Directors is composed of two members and acts under a written charter. A copy of this charter is available on the Company’s website at www.cambridgeheart.com.

The Audit Committee has reviewed the Company’s audited financial statements for the fiscal year ended December 31, 2006 and has discussed these financial statements with the Company’s management and the Company’s independent auditors.

The Audit Committee has also received from, and discussed with, our independent auditors various communications that our independent auditors are required to provide to the Audit Committee, including the matters required to be discussed by Statement on Auditing Standards 61 (Communication with Audit Committees). SAS 61 (as codified in AU Section 380 of the Codification of Statements on Auditing Standards) requires our independent auditors to discuss with the Audit Committee, among other things, the following:

• methods to account for significant unusual transactions,

• the effect of significant accounting policies in controversial or emerging areas for which there is a lack of authoritative guidance or consensus,

• the process used by management in formulating particularly sensitive accounting estimates and the basis for the auditors’ conclusions regarding the reasonableness of those estimates, and

• disagreements with management over the application of accounting principles, the basis for management’s accounting estimates and the disclosures in the financial statements.

The Company’s independent auditors also provided the Audit Committee with the written disclosures and the letter required by Independence Standards Board Standard No. 1 (Independence Discussions with Audit Committees). Independence Standards Board Standard No. 1 requires auditors annually to disclose in writing all relationships that in the auditors’ professional opinion may reasonably be thought to bear on independence, confirm their perceived independence and engage in a discussion of independence. The Audit Committee has discussed with the independent auditors their independence from the Company. The Audit Committee also considered whether the independent auditors’ provision of certain other, non-audit related services, if any, to the Company is compatible with maintaining such auditors’ independence. See Ratification of Independent Accountants—Independent Auditor’s Fees.

Based on its discussions with management and the independent auditors, and its review of the representations and information provided by management and the independent auditors, the Audit Committee recommended to the Company’s Board of Directors that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2006.

By the Audit Committee

Reed Malleck (Chair)

Kenneth Hachikian

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PROPOSAL 3

RATIFICATION OF INDEPENDENT ACCOUNTANTS

The Audit Committee of the Board of Directors has appointed the firm of Vitale, Caturano & Company, Ltd. as the Company’s independent accountants for the fiscal year ending December 31, 2007, subject to ratification by the stockholders at the Meeting. Although stockholder approval of the Audit Committee’s selection of Vitale, Caturano & Company, Ltd. is not required by law, the Board of Directors believes that it is advisable to give stockholders an opportunity to ratify this appointment. If this proposal is not approved at the Meeting, the Audit Committee will reconsider this appointment.

The Company’s Board of Directors recommends a vote FOR the ratification of the selection of Vitale, Caturano & Company, Ltd. as the Company’s independent auditors for the fiscal year ending December 31, 2007.

Representatives of Vitale, Caturano & Company, Ltd. are expected to be present at the Meeting. They will have the opportunity to make a statement if they desire to do so and will also be available to respond to appropriate questions from stockholders.

Independent Auditor’s Fees

The following table summarizes the fees of Vitale, Caturano & Company, Ltd. billed to the Company for each of the last two fiscal years for audit services and billed to the Company in each of the last two fiscal years for other services:

Fee Category	2006		2005
Audit Fees	$	105,500	$	101,816
Audit-Related Fees	$	—	$	—
All Other Fees	$	—	$	—
Total Fees	$	105,500	$	101,816

Pre-Approval Policies and Procedures

The Audit Committee has adopted policies and procedures relating to the approval of all audit and non-audit services that are to be performed by the Company’s independent auditor. This policy generally provides that the Company will not engage its independent auditor to render audit or non-audit services unless the service is specifically approved in advance by the Audit Committee or the engagement is entered into pursuant to one of the pre-approval procedures described below.

From time to time, the Audit Committee may pre-approve specified types of services that are expected to be provided to the Company by its independent auditor during the next 12 months. Any such pre-approval is detailed as to the particular service or type of services to be provided and is also generally subject to a maximum dollar amount.

The Audit Committee has also delegated to the chairman of the Audit Committee the authority to approve any audit or non-audit services to be provided to the Company by its independent auditor. Any approval of services by a member of the Audit Committee pursuant to this delegated authority is reported on at the next meeting of the Audit Committee.

There were no audit or non-audit services provided to the Company for the fiscal year ended December 31, 2006 that were not approved by the Audit Committee or its chairman.

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OTHER MATTERS

The Board of Directors does not know of any other matters which may come before the Meeting. However, if any other matters are properly presented to the Meeting, it is the intention of the persons named in the accompanying proxy to vote, or otherwise act, in accordance with their judgment on such matters. The Board of Directors knows of no matter to be acted upon at the meeting that would give rise to appraisal rights for dissenting stockholders.

All costs of solicitations of proxies will be borne by the Company. In addition to solicitations by mail, the Company’s directors, officers and regular employees, without additional remuneration, may solicit proxies by telephone, telecopy, e-mail, personal interviews, and other means. Brokers, custodians and fiduciaries will be requested to forward proxy soliciting material to the owners of stock held in their names, and the Company will reimburse them for their out-of-pocket expenses in connection therewith.

STOCKHOLDER PROPOSALS

Proposals of stockholders intended to be presented at the 2008 Annual Meeting of Stockholders must be submitted to the Secretary of the Company at its offices, One Oak Park Drive, Bedford, Massachusetts 01730, no later than January 5, 2008 in order to be considered for inclusion in the proxy statement relating to that meeting.

If a stockholder of the Company wishes to present a proposal before the 2008 Annual Meeting of Stockholders or wishes to nominate a candidate for election to the Company’s Board of Directors, such stockholder must also give written notice to the Secretary of the Company at the address noted above. The Secretary must receive such notice not less than 60 days nor more than 90 days prior to the 2008 Annual Meeting; provided that, in the event that less than 70 days’ notice or prior public disclosure of the date of the 2008 Annual Meeting is given or made, notice by the stockholder must be received not later than the close of business on the 10th day following the date on which such notice of the date of the meeting was mailed or such public disclosure was made, whichever occurs first. If a stockholder gives notice of such a proposal or nomination after the applicable deadline, the stockholder will not be permitted to present the proposal or nomination to the stockholders for a vote at the meeting. The Company’s by-laws also specify requirements relating to the content of the notice which stockholders must provide to the Secretary of the Company for any matter, including a stockholder nomination for director, to be properly presented at a stockholder meeting.

HOUSEHOLDING OF ANNUAL MEETING MATERIALS

Some banks, brokers and other nominee record holders may be participating in the practice of “householding” proxy statements and annual reports. This means that only one copy of our Proxy Statement or annual report may have been sent to multiple stockholders in your household. We will promptly deliver a separate copy of either document to you if you call or write us at the following address or phone number: One Oak Park Drive, Bedford, MA 01720, (781) 271-1200. If you want to receive separate copies of the annual report and proxy statement in the future, or if you are receiving multiple copies and would like to receive only one copy for your household, you should contact your bank, broker, or other nominee record holder, or you may contact us at the above address and phone number.

By Order of the Board of Directors,

Roderick de Greef, Secretary

April 27, 2007

THE BOARD OF DIRECTORS HOPES THAT STOCKHOLDERS WILL ATTEND THE ANNUAL MEETING. WHETHER OR NOT YOU PLAN TO ATTEND, YOU ARE URGED TO COMPLETE, DATE, SIGN AND RETURN THE ENCLOSED PROXY CARD IN THE ACCOMPANYING ENVELOPE. PROMPT RESPONSE WILL GREATLY FACILITATE ARRANGEMENTS FOR THE MEETING AND YOUR COOPERATION WILL BE APPRECIATED.

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Appendix A

CAMBRIDGE HEART, INC.

2001 STOCK INCENTIVE PLAN

1. Purpose

The purpose of this 2001 Stock Incentive Plan (the “Plan”) of Cambridge Heart, Inc., a Delaware corporation (the “Company”), is to advance the interests of the Company’s stockholders by enhancing the Company’s ability to attract, retain and motivate persons who make (or are expected to make) important contributions to the Company by providing such persons with equity ownership opportunities and performance-based incentives and thereby better aligning the interests of such persons with those of the Company’s stockholders. Except where the context otherwise requires, the term “Company” shall include any of the Company’s present or future parent or subsidiary corporations as defined in Sections 424(e) or (f) of the Internal Revenue Code of 1986, as amended, and any regulations promulgated thereunder (the “Code”) and any other business venture (including, without limitation, joint venture or limited liability company) in which the Company has a significant interest, as determined by the Board of Directors of the Company (the “Board”).

2. Eligibility

All of the Company’s employees, officers, directors, consultants and advisors (and any individuals who have accepted an offer for employment) are eligible to be granted options or restricted stock awards (each, an “Award”) under the Plan. Each person who has been granted an Award under the Plan shall be deemed a “Participant”.

3. Administration and Delegation

(a) Administration by Board of Directors. The Plan will be administered by the Board. The Board shall have authority to grant Awards and to adopt, amend and repeal such administrative rules, guidelines and practices relating to the Plan as it shall deem advisable. The Board may correct any defect, supply any omission or reconcile any inconsistency in the Plan or any Award in the manner and to the extent it shall deem expedient to carry the Plan into effect and it shall be the sole and final judge of such expediency. All decisions by the Board shall be made in the Board’s sole discretion and shall be final and binding on all persons having or claiming any interest in the Plan or in any Award. No director or person acting pursuant to the authority delegated by the Board shall be liable for any action or determination relating to or under the Plan made in good faith.

(b) Appointment of Committees. To the extent permitted by applicable law, the Board may delegate any or all of its powers under the Plan to one or more committees or subcommittees of the Board (a “Committee”). All references in the Plan to the “Board” shall mean the Board or a Committee of the Board to the extent that the Board’s powers or authority under the Plan have been delegated to such Committee.

4. Stock Available for Awards

(a) Number of Shares. Subject to adjustment under Section 7, Awards may be made under the Plan for up to 8,250,000 shares of common stock, $.001 par value per share, of the Company (the “Common Stock”). If any Award expires or is terminated, surrendered or canceled without having been fully exercised or is forfeited in whole or in part (including as the result of shares of Common Stock subject to such Award being repurchased by the Company at the original issuance price pursuant to a contractual repurchase right) or results in any Common Stock not being issued, the unused Common Stock covered by such Award shall again be available for the grant of Awards under the Plan, subject, however, in the case of Incentive Stock Options (as hereinafter defined), to any limitations under the Code. Shares issued under the Plan may consist in whole or in part of authorized but unissued shares or treasury shares.

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(b) Per-Participant Limit. Subject to adjustment under Section 7, the maximum number of shares of Common Stock with respect to which Awards may be granted to any Participant under the Plan shall be 900,000 per calendar year. The per-Participant limit described in this Section 4(b) shall be construed and applied consistently with Section 162(m) of the Code (“Section 162(m)”).

5. Stock Options

(a) General. The Board may grant options to purchase Common Stock (each, an “Option”) and determine the number of shares of Common Stock to be covered by each Option, the exercise price of each Option and the conditions and limitations applicable to the exercise of each Option, including conditions relating to applicable federal or state securities laws, as it considers necessary or advisable. An Option which is not intended to be an Incentive Stock Option (as hereinafter defined) shall be designated a “Nonstatutory Stock Option”.

(b) Incentive Stock Options. An Option that the Board intends to be an “incentive stock option” as defined in Section 422 of the Code (an “Incentive Stock Option”) shall only be granted to employees of the Company and shall be subject to and shall be construed consistently with the requirements of Section 422 of the Code. The Company shall have no liability to a Participant, or any other party, if an Option (or any part thereof) which is intended to be an Incentive Stock Option is not an Incentive Stock Option.

(c) Exercise Price. The Board shall establish the exercise price at the time each Option is granted and specify it in the applicable option agreement, provided, however, that the exercise price shall be not less than 100% of the Fair Market Value (as hereinafter defined) of the Common Stock at the time the Option is granted.

(d) Duration of Options. Each Option shall be exercisable at such times and subject to such terms and conditions as the Board may specify in the applicable option agreement, provided, however, that no Option will be granted for a term in excess of 10 years.

(e) Exercise of Option. Options may be exercised by delivery to the Company of a written notice of exercise signed by the proper person or by any other form of notice (including electronic notice) approved by the Board together with payment in full as specified in Section 5(f) for the number of shares for which the Option is exercised.

(f) Payment Upon Exercise. Common Stock purchased upon the exercise of an Option granted under the Plan shall be paid for as follows:

(1) in cash or by check, payable to the order of the Company;

(2) except as the Board may, in its sole discretion, otherwise provide in an option agreement, by (i) delivery of an irrevocable and unconditional undertaking by a creditworthy broker to deliver promptly to the Company sufficient funds to pay the exercise price and any required tax withholding or (ii) delivery by the Participant to the Company of a copy of irrevocable and unconditional instructions to a creditworthy broker to deliver promptly to the Company cash or a check sufficient to pay the exercise price and any required tax withholding;

(3) to the extent permitted by the Board, in its sole discretion, when the Common Stock is registered under the Securities Exchange Act of 1934 (the “Exchange Act”), by delivery of shares of Common Stock owned by the Participant valued at their fair market value as determined by (or in a manner approved by) the Board in good faith (“Fair Market Value”), provided (i) such method of payment is then permitted under applicable law and (ii) such Common Stock, if acquired directly from the Company was owned by the Participant at least six months prior to such delivery;

(4) to the extent permitted by the Board, in its sole discretion by (i) delivery of a promissory note of the Participant to the Company on terms determined by the Board, or (ii) payment of such other lawful consideration as the Board may determine; or

(5) by any combination of the above permitted forms of payment.

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(g) Substitute Options. In connection with a merger or consolidation of an entity with the Company or the acquisition by the Company of property or stock of an entity, the Board may grant Options in substitution for any options or other stock or stock-based awards granted by such entity or an affiliate thereof. Substitute Options may be granted on such terms as the Board deems appropriate in the circumstances, notwithstanding any limitations on Options contained in the other sections of this Section 5 or in Section 2.

6. Restricted Stock.

(a) Grants. The Board may grant Awards entitling recipients to acquire shares of Common Stock, subject to the right of the Company to repurchase all or part of such shares at their issue price or other stated or formula price (or to require forfeiture of such shares if issued at no cost) from the recipient in the event that conditions specified by the Board in the applicable Award are not satisfied prior to the end of the applicable restriction period or periods established by the Board for such Award (each, a “Restricted Stock Award”).

(b) Share Limit. Subject to adjustment under Section 7, the maximum aggregate number of shares of Common Stock with respect to which Restricted Stock Awards may be granted under the Plan shall be 1,500,000.

(c) Terms and Conditions. The Board shall determine the terms and conditions of any such Restricted Stock Award, including the conditions for repurchase (or forfeiture) and the issue price, if any.

(d) Stock Certificates. Any stock certificates issued in respect of a Restricted Stock Award shall be registered in the name of the Participant and, unless otherwise determined by the Board, deposited by the Participant, together with a stock power endorsed in blank, with the Company (or its designee). At the expiration of the applicable restriction periods, the Company (or such designee) shall deliver the certificates no longer subject to such restrictions to the Participant or if the Participant has died, to the beneficiary designated, in a manner determined by the Board, by a Participant to receive amounts due or exercise rights of the Participant in the event of the Participant’s death (the “Designated Beneficiary”). In the absence of an effective designation by a Participant, Designated Beneficiary shall mean the Participant’s estate.

7. Adjustments for Changes in Common Stock and Certain Other Events

(a) Changes in Capitalization. In the event of any stock split, reverse stock split, stock dividend, recapitalization, combination of shares, reclassification of shares, spin-off or other similar change in capitalization or event, or any distribution to holders of Common Stock other than a normal cash dividend, (i) the number and class of securities available under this Plan, (ii) the per-Participant limit set forth in Section 4(b), (iii) the number and class of securities and exercise price per share subject to each outstanding Option, and (iv) the repurchase price per share subject to each outstanding Restricted Stock Award shall be appropriately adjusted by the Company (or substituted Awards may be made, if applicable) to the extent the Board shall determine, in good faith, that such an adjustment (or substitution) is necessary and appropriate. If this Section 7(a) applies and Section 7(c) also applies to any event, Section 7(c) shall be applicable to such event, and this Section 7(a) shall not be applicable.

(b) Liquidation or Dissolution. In the event of a proposed liquidation or dissolution of the Company, the Board shall upon written notice to the Participants provide that all then unexercised Options will (i) become exercisable in full as of a specified time at least 10 business days prior to the effective date of such liquidation or dissolution and (ii) terminate effective upon such liquidation or dissolution, except to the extent exercised before such effective date. The Board may specify the effect of a liquidation or dissolution on any Restricted Stock Award or other Award granted under the Plan at the time of the grant of such Award.

(c) Reorganization Events

(1) Definition. A “Reorganization Event” shall mean: (a) any merger or consolidation of the Company with or into another entity as a result of which all of the Common Stock of the Company is converted into or

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exchanged for the right to receive cash, securities or other property or (b) any exchange of all of the Common Stock of the Company for cash, securities or other property pursuant to a share exchange transaction.

(2) Consequences of a Reorganization Event on Options. Upon the occurrence of a Reorganization Event, or the execution by the Company of any agreement with respect to a Reorganization Event, the Board shall provide that all outstanding Options shall be assumed, or equivalent options shall be substituted, by the acquiring or succeeding corporation (or an affiliate thereof). For purposes hereof, an Option shall be considered to be assumed if, following consummation of the Reorganization Event, the Option confers the right to purchase, for each share of Common Stock subject to the Option immediately prior to the consummation of the Reorganization Event, the consideration (whether cash, securities or other property) received as a result of the Reorganization Event by holders of Common Stock for each share of Common Stock held immediately prior to the consummation of the Reorganization Event (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding shares of Common Stock); provided, however, that if the consideration received as a result of the Reorganization Event is not solely common stock of the acquiring or succeeding corporation (or an affiliate thereof), the Company may, with the consent of the acquiring or succeeding corporation, provide for the consideration to be received upon the exercise of Options to consist solely of common stock of the acquiring or succeeding corporation (or an affiliate thereof) equivalent in fair market value to the per share consideration received by holders of outstanding shares of Common Stock as a result of the Reorganization Event.

Notwithstanding the foregoing, if the acquiring or succeeding corporation (or an affiliate thereof) does not agree to assume, or substitute for, such Options, then the Board shall, upon written notice to the Participants, provide that all then unexercised Options will become exercisable in full as of a specified time prior to the Reorganization Event and will terminate immediately prior to the consummation of such Reorganization Event, except to the extent exercised by the Participants before the consummation of such Reorganization Event; provided, however, that in the event of a Reorganization Event under the terms of which holders of Common Stock will receive upon consummation thereof a cash payment for each share of Common Stock surrendered pursuant to such Reorganization Event (the “Acquisition Price”), then the Board may instead provide that all outstanding Options shall terminate upon consummation of such Reorganization Event and that each Participant shall receive, in exchange therefor, a cash payment equal to the amount (if any) by which (A) the Acquisition Price multiplied by the number of shares of Common Stock subject to such outstanding Options (whether or not then exercisable), exceeds (B) the aggregate exercise price of such Options.

(3) Consequences of a Reorganization Event on Restricted Stock Awards. Upon the occurrence of a Reorganization Event, the repurchase and other rights of the Company under each outstanding Restricted Stock Award shall inure to the benefit of the Company’s successor and shall apply to the cash, securities or other property which the Common Stock was converted into or exchanged for pursuant to such Reorganization Event in the same manner and to the same extent as they applied to the Common Stock subject to such Restricted Stock Award.

8. General Provisions Applicable to Awards

(a) Transferability of Awards. Except as the Board may otherwise determine or provide in an Award, Awards shall not be sold, assigned, transferred, pledged or otherwise encumbered by the person to whom they are granted, either voluntarily or by operation of law, except by will or the laws of descent and distribution, and, during the life of the Participant, shall be exercisable only by the Participant. References to a Participant, to the extent relevant in the context, shall include references to authorized transferees.

(b) Documentation. Each Award shall be evidenced in such form (written, electronic or otherwise) as the Board shall determine. Each Award may contain terms and conditions in addition to those set forth in the Plan.

(c) Board Discretion. Except as otherwise provided by the Plan, each Award may be made alone or in addition or in relation to any other Award. The terms of each Award need not be identical, and the Board need not treat Participants uniformly.

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(d) Termination of Status. The Board shall determine the effect on an Award of the disability, death, retirement, authorized leave of absence or other change in the employment or other status of a Participant and the extent to which, and the period during which, the Participant, the Participant’s legal representative, conservator, guardian or Designated Beneficiary may exercise rights under the Award.

(e) Withholding. Each Participant shall pay to the Company, or make provision satisfactory to the Board for payment of, any taxes required by law to be withheld in connection with Awards to such Participant no later than the date of the event creating the tax liability. Except as the Board may otherwise provide in an Award, when the Common Stock is registered under the Exchange Act, Participants may satisfy such tax obligations in whole or in part by delivery of shares of Common Stock, including shares retained from the Award creating the tax obligation, valued at their Fair Market Value; provided, however, that the total tax withholding where stock is being used to satisfy such tax obligations cannot exceed the Company’s minimum statutory withholding obligations (based on minimum statutory withholding rates for federal and state tax purposes, including payroll taxes, that are applicable to such supplemental taxable income). The Company may, to the extent permitted by law, deduct any such tax obligations from any payment of any kind otherwise due to a Participant.

(f) Conditions on Delivery of Stock. The Company will not be obligated to deliver any shares of Common Stock pursuant to the Plan or to remove restrictions from shares previously delivered under the Plan until (i) all conditions of the Award have been met or removed to the satisfaction of the Company, (ii) in the opinion of the Company’s counsel, all other legal matters in connection with the issuance and delivery of such shares have been satisfied, including any applicable securities laws and any applicable stock exchange or stock market rules and regulations, and (iii) the Participant has executed and delivered to the Company such representations or agreements as the Company may consider appropriate to satisfy the requirements of any applicable laws, rules or regulations.

(g) Acceleration. The Board may at any time provide that any Award shall become immediately exercisable in full or in part, free of some or all restrictions or conditions, or otherwise realizable in full or in part, as the case may be.

9. Miscellaneous

(a) No Right To Employment or Other Status. No person shall have any claim or right to be granted an Award, and the grant of an Award shall not be construed as giving a Participant the right to continued employment or any other relationship with the Company. The Company expressly reserves the right at any time to dismiss or otherwise terminate its relationship with a Participant free from any liability or claim under the Plan, except as expressly provided in the applicable Award.

(b) No Rights As Stockholder. Subject to the provisions of the applicable Award, no Participant or Designated Beneficiary shall have any rights as a stockholder with respect to any shares of Common Stock to be distributed with respect to an Award until becoming the record holder of such shares. Notwithstanding the foregoing, in the event the Company effects a split of the Common Stock by means of a stock dividend and the exercise price of and the number of shares subject to such Option are adjusted as of the date of the distribution of the dividend (rather than as of the record date for such dividend), then an optionee who exercises an Option between the record date and the distribution date for such stock dividend shall be entitled to receive, on the distribution date, the stock dividend with respect to the shares of Common Stock acquired upon such Option exercise, notwithstanding the fact that such shares were not outstanding as of the close of business on the record date for such stock dividend.

(c) Effective Date and Term of Plan. The Plan shall become effective on the date on which it is adopted by the Board, but no Award granted to a Participant that is intended to comply with Section 162(m) shall become exercisable, vested or realizable, as applicable to such Award, unless and until the Plan has been approved by the Company’s stockholders to the extent stockholder approval is required by Section 162(m) in the manner required under Section 162(m) (including the vote required under Section 162(m)). No Awards shall be granted under the

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Plan after the completion of ten years from the earlier of (i) the date on which the Plan was adopted by the Board or (ii) the date the Plan was approved by the Company’s stockholders, but Awards previously granted may extend beyond that date.

(d) Amendment of Plan. The Board may amend, suspend or terminate the Plan or any portion thereof at any time, provided that to the extent required by Section 162(m), no Award granted to a Participant that is intended to comply with Section 162(m) after the date of such amendment shall become exercisable, realizable or vested, as applicable to such Award, unless and until such amendment shall have been approved by the Company’s stockholders as required by Section 162(m) (including the vote required under Section 162(m)).

(e) Governing Law. The provisions of the Plan and all Awards made hereunder shall be governed by and interpreted in accordance with the laws of the State of Delaware, without regard to any applicable conflicts of law.

Approved by Board of Directors February 9, 2001

Approved by Shareholders May 31, 2001

Amended by Board of Directors April 23, 2003

Amendment Approved by Shareholders June 16, 2003

Amended by Board of Directors April 26, 2005

Amendment Approved by Shareholders June 10, 2005

Amended by Board of Directors April 23, 2007 pending shareholder approval

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PROXY CAMBRIDGE HEART, INC. PROXY

ANNUAL MEETING OF STOCKHOLDERS – JUNE 19, 2007

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE COMPANY

The undersigned, having received notice of the meeting and the proxy statement therefor, and revoking all prior proxies, hereby appoint(s) Robert P. Khederian and Roderick de Greef, and each of them, attorneys or attorney of the undersigned (with full power of substitution in them and each of them) for and in the name(s) of the undersigned to attend the Annual Meeting of Stockholders of Cambridge Heart, Inc. (the “Company”) to be held at the offices of Nutter, McClennen & Fish, LLP, World Trade Center West, 155 Seaport Boulevard, Boston, Massachusetts, at 10:00 a.m. (local time), on Tuesday, June 19, 2007 and any adjourned sessions thereof, and there to vote and act upon the following matters in respect of shares of Common Stock of the Company which the undersigned would be entitled to vote or act upon, with all powers the undersigned would possess if personally present. Each of the following matters is being proposed by the Company.

THE UNDERSIGNED HEREBY CONFER(S) UPON THE PROXIES, AND EACH OF THEM, DISCRETIONARY AUTHORITY (i) TO CONSIDER AND ACT UPON SUCH MATTERS, OTHER THAN THE BUSINESS SET FORTH HEREIN, AS MAY PROPERLY COME BEFORE THE MEETING FOR WHICH THE COMPANY DID NOT RECEIVE TIMELY NOTICE OF THE MATTER IN ACCORDANCE WITH THE COMPANY’S BY-LAWS; (ii) WITH RESPECT TO THE ELECTION OF DIRECTORS IN THE EVENT THAT ANY OF THE NOMINEES IS UNABLE OR UNWILLING, WITH GOOD CAUSE, TO SERVE; AND (iii) WITH RESPECT TO SUCH OTHER MATTERS UPON WHICH DISCRETIONARY AUTHORITY MAY BE CONFERRED.

(Continued and to be signed on the reverse side)

n 14475 n

ANNUAL MEETING OF STOCKHOLDERS OF

CAMBRIDGE HEART, INC.

June 19, 2007

Please date, sign and mail

your proxy card in the

envelope provided as soon

as possible.

¯   Please detach along perforated line and mail in the envelope provided.   ¯

n

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION OF DIRECTORS AND “FOR” PROPOSAL 2.

PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE   x

1.     Election of Directors:
				3.     To ratify the appointment of Vitale, Caturano & Company, Ltd. as the Company’s independent accountants for the year ending December 31, 2007.	FOR    AGAINST    ABSTAIN ¨¨¨
		NOMINEES:
¨  FOR ALL NOMINEES		m    Richard J. Cohen
		m    Laurence J. Blumberg
¨  WITHHOLD AUTHORITY
FOR ALL NOMINEES				THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED BY THE UNDERSIGNED. IF NO DIRECTION IS GIVEN WITH RESPECT TO ANY PROPOSALS SPECIFIED ABOVE, THIS PROXY WILL BE VOTED FOR SUCH PROPOSALS.
¨  FOR ALL EXCEPT
(See instructions below)				Attendance of the undersigned at the meeting or at any adjourned session thereof will not be deemed to revoke this proxy unless the undersigned shall affirmatively indicate thereat the intention of the undersigned to vote said shares in person. If the undersigned hold(s) any of the shares of the Company in a fiduciary, custodial or joint capacity or capacities, this proxy is signed by the undersigned in every such capacity as well as individually.
INSTRUCTION:	To withhold authority to vote for any individual nominee(s), mark “FOR ALL EXCEPT” and fill in the circle next to each nominee you wish to withhold, as shown here:   l			PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE.
2.     To amend the 2001 Stock Incentive Plan to increase the number of         shares authorized for issuance thereunder. FOR    AGAINST    ABSTAIN ¨¨¨
To change the address on your account, please check the box at right and indicate your new address in the address space above. Please note that changes to the registered name(s) on the account may not be submitted via this method.			¨

Signature of Shareholder Date: Signature of Shareholder Date:

n Note: Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person. n