Table of Contents

Delaware		8731		77-0259 335
(State or Other Jurisdiction of Incorporation or Organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification Number)

Mark T. Bettencourt, Esq. Edward A. King, Esq. Goodwin Procter LLP Exchange Place Boston, Massachusetts 02109 (617) 570-1000		Mark G. Borden, Esq. Omar White, Esq. Wilmer Cutler Pickering Hale and Dorr LLP 60 State Street Boston, Massachusetts 02109 (617) 526-6000

---

Table of Contents

The information contained in this prospectus is not complete and may be changed. Neither we nor the selling stockholders may sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting offers to buy these securities in any state where the offer or sale is not permitted.

	Shares

Underwriting

Proceeds to

Proceeds to

Price to

Discounts and

iRobot

Selling

Public

Commissions

Corporation

Stockholders

Per Share

$

$

$

$

Total

$

$

$

$

MORGAN STANLEY	JPMORGAN

---

Table of Contents

---

Table of Contents

---

Table of Contents

---

		Page
Prospectus Summary			1
Risk Factors			6
Forward-Looking Statements			24
Use of Proceeds			25
Dividend Policy			25
Capitalization			26
Dilution			27
Selected Consolidated Financial Data			28
Management’s Discussion and Analysis of Financial Condition and Results of Operations			30
Business			48
Management			67
Certain Relationships and Related Party Transactions			78
Principal and Selling Stockholders			80
Description of Capital Stock			84
Shares Eligible for Future Sale			88
Underwriters			90
Legal Matters			94
Experts			94
Where You Can Find More Information			94
Index to Consolidated Financial Statements			F-1
EX-10.5 AMENDED AND RESTATED 2001 SPECIAL STOCK OPTION PLAN
EX-10.10 EMPLOYMENT AGREEMENT COLIN W. ANGLE
EX-10.11 EMPLOYMENT AGREEMENT HELEN GREINER
EX-10.12 EMPLOYMENT AGREEMENT GEOFFREY P. CLEAR
EX-10.13 EMPLOYMENT AGREEMENT JOSEPH W. DYER
EX-10.14 EMPLOYMENT AGREEMENT GREG WHITE
EX-10.15 INDEPENDENT CONTRACTOR AGREEMENT
EX-23.2 CONSENT OF PRICEWATERHOUSECOOPERS LLP

i

---

Table of Contents

This summary highlights information contained elsewhere in this prospectus. This summary does not contain all of the information you should consider before investing in our common stock. You should read this entire prospectus carefully, especially the risks of investing in our common stock discussed under “Risk Factors” beginning on page 6, and the consolidated financial statements and notes to those consolidated financial statements, before making an investment decision.

iRobot provides robots that enable people to complete complex tasks in a better way. Founded in 1990 by roboticists who performed research at the Massachusetts Institute of Technology, we have developed proprietary technology incorporating advanced concepts in navigation, mobility, manipulation and artificial intelligence to build industry-leading robots. Our Roomba floor vacuuming robot and recently announced Scooba floor washing robot perform time-consuming domestic chores, and our PackBot tactical military robots perform battlefield reconnaissance and bomb disposal. In addition, we are developing the Small Unmanned Ground Vehicle reconnaissance robot for the U.S. Army’s transformational Future Combat Systems program and, in conjunction with Deere & Company, the R-Gator unmanned ground vehicle. We sell our robots to consumers through a variety of distribution channels, including over 7,000 retail locations and our on-line store, and to the U.S. military and other government agencies worldwide.
As of July 2, 2005, we had 214 full-time employees, of whom over half are engineers specializing in the design of robots. We have developed expertise in all the disciplines necessary to build durable, high-performance and cost-effective robots through the close integration of software, electronics and hardware. Our core technologies serve as reusable building blocks that we adapt and expand to develop next generation and new products, reducing the time, cost and risk of product development. Our significant expertise in robot design and engineering, combined with our management team’s experience in military and consumer markets, positions us to capitalize on the expected growth in the market for robots.
Over the past three years, we sold more than 1.2 million of our Roomba floor vacuuming robots. We also sold to the U.S. military during that time more than 200 of our PackBot tactical military robots, most of which have been deployed on missions in Afghanistan and Iraq.

Over the past several decades, the desire to continue to improve productivity and quality of life has led to the development of robots. Historical attempts at producing robots have had limited success due to the inherent complexities in integrating multiple technologies to deliver truly functional robots at affordable prices. Behavior-based robots, which represent a new generation of robots, can effectively deal with dynamic and changing environments, and are particularly well suited for consumer, military and industrial tasks that are repetitive, physically demanding or dangerous. The need for robots has increased in parallel with the evolution of robot technology.
We believe that the demand for robots that can complete domestic chores is developing rapidly due to demographic trends, including the aging population, increasing prevalence of dual-income households, declining birth rates and ongoing reduction in people’s “free” time. According to the 2004 United Nations Economic Commission for Europe in cooperation with the International Federation of Robotics, there will be approximately $2.6 billion spent worldwide on household robots from 2004 through 2007.

1

---

Table of Contents

	•	Deliver Great Products and Continue to Expand Our Existing Markets. Our strategy is to deliver innovative products rapidly at economical price points and continue to extend our consumer and military product offerings.
	•	Innovate to Penetrate New Markets. Our culture of innovation and experience enables us to rapidly develop robots for use in a broad range of applications and to penetrate new market segments globally.
	•	Complement Our Core Competencies With Strategic Alliances. We rely on strategic alliances to provide complementary competencies and enhance our ability to enter and compete in new markets.
	•	Leverage Our Research and Development Efforts Across Different Products and Markets. By using our research and development across all our products and markets, our strategy is to develop cost-effective robots and rapidly bring them to market.
	•	Build a Community of Third-Party Developers Around Our Platforms. Our extendable product platforms with open interfaces allow us to foster a community of third-party developers that we believe will enable us to expand our footprint while maintaining market leadership.
	•	Continue to Strengthen Our Brand. To strengthen our brand, we will reinforce our message of innovation, reliability, safety and value through continued investment in our marketing programs.
	•	Continue to Invest Aggressively in Our Business and Our People. We will maximize long-term profitability by continuing to invest significant resources over the next several years in our product development and sales efforts, and in training highly-qualified personnel.

2

---

Table of Contents

	•	we have incurred significant losses since inception, including net losses of $10.8 million, $7.4 million and $7.2 million in the years ended December 31, 2002 and 2003 and the six months ended July 2, 2005, respectively, resulting in an accumulated deficit of $34.0 million at July 2, 2005, and our future profitability is uncertain;
	•	we operate in an emerging market, which makes it difficult to evaluate our business and future prospects;
	•	we have generated, and expect to continue to generate, more than half of our revenue from our Roomba line of floor vacuuming robots; and
	•	we depend on the U.S. federal government for a significant portion of our revenue.

3

---

Table of Contents

Common stock offered by iRobot			shares
Common stock offered by the selling stockholders			shares
	Total		shares
Over-allotment option offered by selling stockholders			shares
Common stock to be outstanding after this offering			shares

Use of proceeds		We intend to use the net proceeds to us from this offering for working capital and other general corporate purposes, including to finance the development of new products, sales and marketing activities, capital expenditures and the costs of operating as a public company. We will not receive any proceeds from the sale of shares by the selling stockholders. See “Use of Proceeds” for more information.
Risk factors		You should read the “Risk Factors” section of this prospectus for a discussion of factors that you should consider carefully before deciding to invest in shares of our common stock.
Proposed NASDAQ National Market symbol		“IRBT”

	•	2,954,233 shares of common stock issuable upon exercise of options outstanding as of July 2, 2005 at a weighted average exercise price of $2.39 per share;
	•	613,623 shares of common stock reserved as of July 2, 2005 for future issuance under our stock-based compensation plans; and
	•	18,000 shares of common stock issuable upon the exercise of a warrant, with an approximate exercise price of $3.74 per share.

	•	the automatic conversion of all outstanding shares of our preferred stock into 9,557,246 shares of common stock, upon the closing of the offering;
	•	the filing of our amended and restated certificate of incorporation and the adoption of our amended and restated by-laws immediately prior to the effectiveness of this offering; and
	•	no exercise by the underwriters of their over-allotment option.

4

---

Table of Contents

5

---

Table of Contents

	•	generate sufficient revenue to maintain profitability;
	•	acquire and maintain market share in our consumer and military markets;
	•	manage growth in our operations;
	•	attract and retain customers of our consumer robots;
	•	develop and renew government contracts for our military robots;
	•	attract and retain additional roboticists and other highly-qualified personnel;
	•	adapt to new or changing policies and spending priorities of governments and government agencies; and
	•	access additional capital when required and on reasonable terms.

6

---

Table of Contents

	•	seasonality in the sales of our consumer products;
	•	the size and timing of orders from military and other government agencies;
	•	the mix of products that we sell in the period;
	•	disruption of supply of our products from our manufacturers;
	•	the inability to attract and retain qualified, revenue-generating personnel;
	•	unanticipated costs incurred in the introduction of new products;
	•	costs of labor and raw materials;
	•	our ability to introduce new products and enhancements to our existing products on a timely basis;
	•	price reductions;
	•	the amount of government funding and the political, budgetary and purchasing constraints of our government agency customers; and
	•	cancellations, delays or contract amendments by government agency customers.

7

---

Table of Contents

	•	terminate contracts for convenience, in whole or in part, at any time and for any reason;
	•	reduce or modify contracts or subcontracts if its requirements or budgetary constraints change;
	•	cancel multi-year contracts and related orders if funds for contract performance for any subsequent year become unavailable;
	•	exercise production priorities, which allow it to require that we accept government purchase orders or produce products under its contracts before we produce products under other contracts, which may displace or delay production of more profitable orders;
	•	claim certain rights in products provided by us; and
	•	control or prohibit the export of certain of our products.

8

---

Table of Contents

	•	lack of direct control over production capacity and delivery schedules;
	•	lack of direct control over quality assurance, manufacturing yields and production costs;
	•	lack of enforceable contractual provisions over the production and costs of consumer products;
	•	risk of loss of inventory while in transit from China; and
	•	risks associated with international commerce with China, including unexpected changes in legal and regulatory requirements, changes in tariffs and trade policies, risks associated with the protection of intellectual property and political and economic instability.

9

---

Table of Contents

	•	the cost, performance and reliability of our products and products offered by our competitors;
	•	public perceptions regarding the effectiveness and value of robots;
	•	customer satisfaction with robots; and
	•	marketing efforts and publicity regarding robots.

10

---

Table of Contents

	•	changes in government programs that are related to our products and services;
	•	adoption of new laws or regulations relating to government contracting or changes to existing laws or regulations;
	•	changes in political or public support for security and defense programs;
	•	delays or changes in the government appropriations process;
	•	uncertainties associated with the war on terror and other geo-political matters; and
	•	delays in the payment of our invoices by government payment offices.

	•	developers of robotic floor care products such as AB Electrolux, Alfred Kärcher GmbH & Co., Samsung Electronics Co., Ltd., Koolatron Corp. and Yujin Robotic Co. Ltd.;

11

---

Table of Contents

	•	developers of small unmanned ground vehicles such as Foster-Miller, Inc.— a wholly owned subsidiary of QinetiQ North America, Inc., Allen-Vanguard Corporation, and Remotec— a division of Northrop Grumman Corporation; and
	•	established government contractors working on unmanned systems such as Lockheed Martin Corporation, BAE Systems, Inc. and General Dynamics Corporation.

12

---

Table of Contents

13

---

Table of Contents

14

---

Table of Contents

	•	our collaborators may not devote the resources necessary or may otherwise be unable to complete development and commercialization of these potential products;
	•	our existing collaborations are and future collaborations may be subject to termination on short notice;
	•	our collaborators may be pursuing alternative technologies or developing alternative products, either on their own or in collaboration with others, that may be competitive with our products, which could affect our collaborators’ commitment to the collaboration with us;
	•	reductions in marketing or sales efforts or a discontinuation of marketing or sales of our products by our collaborators could reduce our revenue;
	•	our collaborators may terminate their collaborations with us, which could make it difficult for us to attract new collaborators or harm our reputation in the business and financial communities; and
	•	our collaborators may pursue higher priority programs or change the focus of their development programs, which would weaken our collaborators’ commitment to us.

15

---

Table of Contents

	•	the Federal Acquisition Regulations and supplemental agency regulations, which comprehensively regulate the formation and administration of, and performance under government contracts;
	•	the Truth in Negotiations Act, which requires certification and disclosure of all cost and pricing data in connection with contract negotiations;
	•	the Cost Accounting Standards, which impose accounting requirements that govern our right to reimbursement under cost-based government contracts;
	•	the Foreign Corrupt Practices Act, which prohibits U.S. companies from providing anything of value to a foreign official to help obtain, retain or direct business, or obtain any unfair advantage;
	•	the False Claims Act and the False Statements Act, which, respectively, impose penalties for payments made on the basis of false facts provided to the government, and impose penalties on the basis of false statements, even if they do not result in a payment; and
	•	laws, regulations and executive orders restricting the use and dissemination of information classified for national security purposes and the exportation of certain products and technical data.

16

---

Table of Contents

	•	difficulties in integrating the operations, technologies, products, existing contracts, accounting and personnel of the target company and realizing the anticipated synergies of the combined businesses;
	•	difficulties in supporting and transitioning customers, if any, of the target company;
	•	diversion of financial and management resources from existing operations;
	•	the price we pay or other resources that we devote may exceed the value we realize, or the value we could have realized if we had allocated the purchase price or other resources to another opportunity;
	•	risks of entering new markets in which we have limited or no experience;
	•	potential loss of key employees, customers and strategic alliances from either our current business or the target company’s business;
	•	assumption of unanticipated problems or latent liabilities, such as problems with the quality of the target company’s products; and
	•	inability to generate sufficient revenue to offset acquisition costs.

17

---

Table of Contents

	•	hire additional roboticists and other personnel;
	•	develop new or enhance existing robots and robot accessories;
	•	enhance our operating infrastructure;
	•	acquire complementary businesses or technologies; or
	•	otherwise respond to competitive pressures.

18

---

Table of Contents

	•	difficulties in staffing, managing and supporting operations in multiple countries;
	•	difficulties in enforcing agreements and collecting receivables through foreign legal systems and other relevant legal issues;
	•	fewer legal protections for intellectual property;
	•	foreign and U.S. taxation issues and international trade barriers;
	•	difficulties in obtaining any necessary governmental authorizations for the export of our products to certain foreign jurisdictions;
	•	potential fluctuations in foreign economies;
	•	government currency control and restrictions on repatriation of earnings;
	•	fluctuations in the value of foreign currencies and interest rates;
	•	general economic and political conditions in the markets in which we operate;
	•	domestic and international economic or political changes, hostilities and other disruptions in regions where we currently operate or may operate in the future; and
	•	different and changing legal and regulatory requirements in the jurisdictions in which we currently operate or may operate in the future.

19

---

Table of Contents

	•	fluctuations in our quarterly financial results or the quarterly financial results of companies perceived to be similar to us;
	•	changes in estimates of our financial results or recommendations by securities analysts;
	•	failure of any of our products to achieve or maintain market acceptance;
	•	changes in market valuations of similar companies;
	•	success of competitive products;
	•	changes in our capital structure, such as future issuances of securities or the incurrence of additional debt;
	•	announcements by us or our competitors of significant products, contracts, acquisitions or strategic alliances;
	•	regulatory developments in the United States, foreign countries or both;
	•	litigation involving our company, our general industry or both;
	•	additions or departures of key personnel;
	•	investors’ general perception of us; and
	•	changes in general economic, industry and market conditions.

20

---

Table of Contents

Number of Shares and
% of Total Outstanding		Date Available for Sale Into Public Market
shares, or     %		On the date of this prospectus
shares, or     %		90 days after the date of this prospectus
shares, or     %		180 days after the date of this prospectus, subject to extension in specified instances, due to lock-up agreements between the holders of these shares and the underwriters. However, Morgan Stanley & Co. Incorporated and J.P. Morgan Securities Inc. can waive the provisions of these lock-up agreements and allow these stockholders to sell their shares at any time
shares, or     %		180 days after the date of this prospectus, subject to extension in specified instances, due to a lock-up agreement between the holders of these shares and us. However, with the underwriters’ consent, we can waive the provisions of these lock-up agreements and allow these stockholders to sell their shares at any time
shares, or     %		Between 181 and 365 days after the date of this prospectus, depending on the requirements of the federal securities laws

21

---

Table of Contents

	•	limitations on the removal of directors;
	•	a classified board of directors so that not all members of our board are elected at one time;
	•	advance notice requirements for stockholder proposals and nominations;
	•	the inability of stockholders to act by written consent or to call special meetings;
	•	the ability of our board of directors to make, alter or repeal our by-laws; and
	•	the ability of our board of directors to designate the terms of and issue new series of preferred stock without stockholder approval.

22

---

Table of Contents

23

---

Table of Contents

24

---

Table of Contents

25

---

Table of Contents

	•	on an actual basis; and
	•	on an as adjusted basis to give effect to the conversion of our convertible preferred stock and to reflect the sale of                      shares of common stock that we are offering at an assumed initial public offering price of $           per share, which is the midpoint of the range listed on the cover page of this prospectus, after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us.

			As of July 2, 2005
			Actual				As Adjusted
			(unaudited)
			(in thousands)
Preferred stock, $.01 par value, 9,557 shares authorized and issued, actual; 5,000 shares authorized, no shares issued, as adjusted:			$	37,506				—
Stockholders’ equity (deficit):
	Common stock, $.01 par value: 35,000 shares authorized; 10,338 shares issued, actual; 100,000 shares authorized, shares issued, as adjusted			103
	Additional paid-in capital			4,578
	Deferred stock-based compensation			(1,480	)
	Accumulated deficit			(34,044	)
Total stockholders’ equity (deficit)				(30,843	)
Total capitalization			$	6,663

26

---

Table of Contents

Assumed initial public offering price per share							$
	Net tangible book value as of July 2, 2005		$
	Increase attributable to this offering
Adjusted net tangible book value per share after this offering
Dilution in net tangible book value per share to new investors							$

Shares Purchased

Total Consideration

Average Price

Number

Percent

Amount

Percent

Per Share

Existing stockholders

%

$

%

$

New investors

$

Total

%

$

%

27

---

Table of Contents

																								Six Months
																								Ended
				Year Ended December 31,
																								June 30,				July 2,
				2000				2001				2002				2003				2004				2004				2005
																								(unaudited)
				(in thousands, except per share data)
Consolidated Statement of Operations:
Revenue
	Product revenue(1)			$	1,904			$	1,408			$	6,955			$	45,896			$	82,147			$	23,087			$	34,723
	Contract revenue				8,846				12,077				7,223				7,661				12,365				5,039				8,233
	Royalty revenue				—				27				639				759				531				483				62
		Total revenue			10,750				13,512				14,817				54,316				95,043				28,609				43,018
Cost of Revenue
	Cost of product revenue				1,506				1,148				4,896				31,194				59,321				16,471				26,750
	Cost of contract revenue				6,607				8,566				11,861				6,143				8,371				3,345				5,770
		Total cost of revenue			8,113				9,714				16,757				37,337				67,692				19,816				32,520
Gross Profit (Loss)(1)					2,637				3,798				(1,940	)			16,979				27,351				8,793				10,498
Operating Expenses
	Research and development				3,225				1,846				1,736				3,848				5,504				2,563				5,713
	Selling, general and administrative				3,038				4,669				7,128				20,521				21,404				9,188				12,061
	Stock-based compensation(2)				—				—				—				—				—				—				90
		Total operating expenses			6,263				6,515				8,864				24,369				26,908				11,751				17,864
Operating Income (Loss)					(3,626	)			(2,717	)			(10,804	)			(7,390	)			443				(2,958	)			(7,366	)
Other Income (Expense), Net					171				101				45				15				(80	)			(41	)			211
Income (Loss) Before Income Taxes					(3,455	)			(2,616	)			(10,759	)			(7,375	)			363				(2,999	)			(7,155	)
Income Tax Expense					8				16				15				36				144				1				2
Net Income (Loss)				$	(3,463	)		$	(2,632	)		$	(10,774	)		$	(7,411	)		$	219			$	(3,000	)		$	(7,157	)
Net Income (Loss) Per Share
		Basic		$	(0.66	)		$	(0.50	)		$	(2.00	)		$	(0.79	)		$	0.01			$	(0.31	)		$	(0.72	)
		Diluted		$	(0.66	)		$	(0.50	)		$	(2.00	)		$	(0.79	)		$	0.01			$	(0.31	)		$	(0.72	)
Number of Shares Used in Per Share Calculations
		Basic			5,231				5,312				5,391				9,352				9,660				9,530				10,008
		Diluted			5,231				5,312				5,391				9,352				19,183				9,530				10,008
Pro Forma Net Income (Loss) Data(3):
	Pro Forma Net Income (Loss) Per Share
		Basic																		$	0.01							$	(0.37	)
		Diluted																		$	0.01							$	(0.37	)
	Number of Shares Used in Pro Forma Per Share Calculations
		Basic																			18,002								19,565
		Diluted																			19,183								19,565

(1)

Beginning in the first quarter of 2004, we converted from recognizing revenue from U.S. consumer product sales on a “sell-through” basis (when retail stores sold our robots) to a “sell-in” basis (when our robots are shipped to retail stores). As a result of this conversion, our revenue and gross profit in the first quarter of 2004 included $5.7 million and $2.5 million, respectively, from robots shipped prior to 2004.

28

---

Table of Contents

(2)	Stock-based compensation recorded in 2005 breaks down by expense classification as follows:

			Six Months Ended
			July 2, 2005
			(unaudited)
			(in thousands)
Cost of product revenue			$	9
Cost of contract revenue				11
Research and development				32
Selling, general and administrative				38
	Total stock-based compensation		$	90

(3)	We have computed the pro forma net income (loss) per share and the pro forma weighted-average shares outstanding included in the statement of operations data as we describe in Note 2 of the notes to our consolidated financial statements.

		As of December 31,
																						As of July 2,
		2000				2001				2002				2003				2004				2005
																						(unaudited)
		(in thousands)
Consolidated Balance Sheet Data:
Cash and cash equivalents		$	806			$	7,179			$	3,014			$	4,620			$	19,441			$	15,090
Total assets			5,241				10,580				8,705				27,827				46,314				40,336
Total liabilities			2,015				3,182				12,049				25,624				33,097				33,672
Total redeemable convertible preferred stock			7,873				14,639				14,639				27,562				37,506				37,506
Total stockholders’ equity (deficit)			(4,646	)			(7,241	)			(17,983	)			(25,359	)			(24,289	)			(30,843	)

29

---

Table of Contents

30

---

Table of Contents

	Cost of Revenue

31

---

Table of Contents

	Gross Profit

	Research and Development Expenses

	•	salaries and related costs for our engineers;
	•	costs for high technology components used in product and prototype development; and
	•	costs of test equipment used during product development.

	Selling, General and Administrative Expenses

	•	salaries and related costs for sales and marketing personnel;
	•	salaries and related costs for executives and administrative personnel;
	•	advertising, marketing and other brand-building costs;
	•	professional services costs;
	•	information systems and infrastructure costs;
	•	travel and related costs; and
	•	occupancy and other overhead costs.

32

---

Table of Contents

	Stock-Based Compensation Expenses

	Fiscal Periods

	Revenue Recognition

33

---

Table of Contents

	Accounting for Stock-Based Awards

34

---

Table of Contents

35

---

Table of Contents

	Accounting for Income Taxes

	Warranty

	Inventory Valuation

																	Six Months Ended
					Fiscal Year Ended December 31,
																	June 30,				July 2,
					2002				2003				2004				2004				2005
																	(unaudited)
					(in thousands)
Revenue
	Product revenue(1)				$	6,955			$	45,896			$	82,147			$	23,087			$	34,723
	Contract revenue					7,223				7,661				12,365				5,039				8,233
	Royalty revenue					639				759				531				483				62
			Total revenue			14,817				54,316				95,043				28,609				43,018
Cost of Revenue
	Cost of product revenue					4,896				31,194				59,321				16,471				26,750
	Cost of contract revenue					11,861				6,143				8,371				3,345				5,770
			Total cost of revenue			16,757				37,337				67,692				19,816				32,520
		Gross profit (loss)(1)				(1,940	)			16,979				27,351				8,793				10,498

36

---

Table of Contents

																	Six Months Ended
					Fiscal Year Ended December 31,
																	June 30,				July 2,
					2002				2003				2004				2004				2005
																	(unaudited)
					(in thousands)
Operating Expenses
	Research and development					1,736				3,848				5,504				2,563				5,713
	Selling, general and administrative					7,128				20,521				21,404				9,188				12,061
	Stock-based compensation(2)					—				—				—				—				90
			Total operating expenses			8,864				24,369				26,908				11,751				17,864
		Operating income (loss)				(10,804	)			(7,390	)			443				(2,958	)			(7,366	)
Other income (expense), net						45				15				(80	)			(41	)			211
		Income (loss) before income taxes				(10,759	)			(7,375	)			363				(2,999	)			(7,155	)
Income tax expense						15				36				144				1				2
		Net income (loss)			$	(10,774	)		$	(7,411	)		$	219			$	(3,000	)		$	(7,157	)

(1)	Beginning in the first quarter of 2004, we converted from recognizing revenue from U.S. consumer product sales on a “sell-through” basis (when retail stores sold our robots) to a “sell-in” basis (when our robots are shipped to retail stores). As a result of this conversion, our revenue and gross profit in the first quarter of 2004 included $5.7 million and $2.5 million, respectively, from robots shipped prior to 2004.
(2)	Stock-based compensation recorded in 2005 breaks down by expense classification as follows:

			Six Months Ended
			July 2, 2005
			(unaudited)
			(in thousands)
Cost of product revenue			$	9
Cost of contract revenue				11
Research and development				32
Selling, general and administrative				38
	Total stock-based compensation		$	90

					Fiscal Year Ended												Six Months Ended
					December 31,
																	June 30,				July 2,
					2002				2003				2004				2004				2005
Revenue
	Product revenue					47.0	%			84.5	%			86.4	%			80.7	%			80.8	%
	Contract revenue					48.7				14.1				13.0				17.6				19.1
	Royalty revenue					4.3				1.4				0.6				1.7				0.1
			Total revenue			100.0				100.0				100.0				100.0				100.0
Cost of Revenue
	Cost of product revenue					33.0				57.4				62.4				57.6				62.2
	Cost of contract revenue					80.1				11.3				8.8				11.7				13.4
			Total cost of revenue			113.1				68.7				71.2				69.3				75.6
		Gross profit (loss)				(13.1	)			31.3				28.8				30.7				24.4

37

---

Table of Contents

					Fiscal Year Ended												Six Months Ended
					December 31,
																	June 30,				July 2,
					2002				2003				2004				2004				2005
Operating Expenses
	Research and development					11.7				7.1				5.8				9.0				13.3
	Selling, general and administrative					48.1				37.8				22.5				32.1				28.0
	Stock-based compensation					—				—				—				—				0.2
			Total operating expenses			59.8				44.9				28.3				41.1				41.5
		Operating income (loss)				(72.9	)			(13.6	)			0.5				(10.4	)			(17.1	)
Other income (expense), net						0.3				—				(0.1	)			(0.1	)			0.5
		Income (loss) before income taxes				(72.6	)			(13.6	)			0.4				(10.5	)			(16.6	)
Income tax expense						0.1				—				0.2				—				—
		Net income (loss)				(72.7	)%			(13.6	)%			0.2	%			(10.5	)%			(16.6	)%

	Comparison of Six Months Ended July 2, 2005 to Six Months Ended June 30, 2004

	Revenue

	Cost of Revenue

38

---

Table of Contents

	Gross Profit

	Research and Development

	Selling, General and Administrative

	Other Income (Expense), Net

	Income Tax Provision

	Comparison of Years Ended December 31, 2004 and 2003

	Revenue

39

---

Table of Contents

	Cost of Revenue

	Gross Profit

	Research and Development

	Selling, General and Administrative

	Other Income (Expense), Net

40

---

Table of Contents

	Income Tax Provision

	Comparison of Years Ended December 31, 2003 and 2002

	Revenue

	Cost of Revenue

	Gross Profit

	Research and Development

	Selling, General and Administrative

41

---

Table of Contents

	Other Income (Expense), Net

	Income Tax Provision

					Fiscal Quarter Ended
					March 31,				June 30,				September 30,				December 31,				March 31,				July 2,
					2004				2004				2004				2004				2005				2005
					(unaudited)
					(in thousands)
Revenue
	Product revenue(1)				$	15,812			$	7,275			$	25,502			$	33,558			$	12,531			$	22,193
	Contract revenue					2,221				2,818				3,461				3,865				4,539				3,693
	Royalty revenue					465				18				(15	)			62				62				—
			Total revenue			18,498				10,111				28,948				37,485				17,132				25,886
Cost of Revenue
	Cost of product revenue					10,417				6,053				18,560				24,290				9,834				16,917
	Cost of contract revenue					1,352				1,994				2,101				2,924				3,124				2,645
			Total cost of revenue			11,769				8,047				20,661				27,214				12,958				19,562
		Gross profit(1)				6,729				2,064				8,287				10,271				4,174				6,324
Operating Expenses
	Research and development					1,422				1,141				1,206				1,735				3,048				2,665
	Selling, general and administrative					4,790				4,399				4,139				8,077				5,295				6,766
	Stock-based compensation(2)					—				—				—				—				27				63
			Total operating expenses			6,212				5,540				5,345				9,812				8,370				9,494
		Operating income (loss)				517				(3,476	)			2,942				459				(4,196	)			(3,170	)
Other income (expense), net						(35	)			(5	)			(7	)			(32	)			97				114
	Income (loss) before income taxes					482				(3,481	)			2,935				427				(4,099	)			(3,056	)
Income tax expense						1				—				124				19				2				—
	Net income (loss)				$	481			$	(3,481	)		$	2,811			$	408			$	(4,101	)		$	(3,056	)

42

---

Table of Contents

(1)	Beginning in the first quarter of 2004, we converted from recognizing revenue from U.S. consumer product sales on a “sell-through” basis (when retail stores sold our robots) to a “sell-in” basis (when our robots are shipped to retail stores). As a result of this conversion, our revenue and gross profit in the first quarter of 2004 included $5.7 million and $2.5 million, respectively, from robots shipped prior to 2004.
(2)	Stock-based compensation recorded in 2005 breaks down by expense classification as follows:

			Fiscal Quarter Ended
			March 31,				July 2,
			2005				2005
			(unaudited)
			(in thousands)
Cost of product revenue			$	3			$	6
Cost of contract revenue				4				7
Research and development				10				22
Selling, general and administrative				10				28
	Total stock-based compensation		$	27			$	63

					Fiscal Quarter Ended
					March 31,				June 30,				September 30,				December 31,				March 31,				July 2,
					2004				2004				2004				2004				2005				2005
Revenue
	Product revenue					85.5	%			72.0	%			88.0	%			89.5	%			73.1	%			85.7	%
	Contract revenue					12.0				27.9				12.0				10.3				26.5				14.3
	Royalty revenue					2.5				0.1				—				0.2				0.4				—
			Total revenue			100.0				100.0				100.0				100.0				100.0				100.0
Cost of Revenue
	Cost of product revenue					56.3				59.9				64.1				64.8				57.4				65.4
	Cost of contract revenue					7.3				19.7				7.3				7.8				18.2				10.2
			Total cost of revenue			63.6				79.6				71.4				72.6				75.6				75.6
		Gross profit				36.4				20.4				28.6				27.4				24.4				24.4
Operating Expenses
	Research and development					7.7				11.3				4.2				4.6				17.8				10.3
	Selling, general and administrative					25.9				43.5				14.3				21.6				30.9				26.1
	Stock-based compensation					—				—				—				—				0.2				0.2
			Total operating expenses			33.6				54.8				18.5				26.2				48.9				36.6
		Operating income (loss)				2.8				(34.4	)			10.1				1.2				(24.5	)			(12.2	)
Other income (expense), net						(0.2	)			—				—				(0.1	)			0.6				0.4
		Income (loss) before income taxes				2.6				(34.4	)			10.1				1.1				(23.9	)			(11.8	)
Income tax expense						—				—				0.4				0.1				—				—
		Net income (loss)				2.6	%			(34.4	)%			9.7	%			1.0	%			(23.9	)%			(11.8	)%

43

---

Table of Contents

	Discussion of Cash Flows

44

---

Table of Contents

	Working Capital Facility

	•	incur or guaranty additional indebtedness;
	•	create liens;
	•	enter into transactions with affiliates;

45

---

Table of Contents

	•	make loans or investments;
	•	sell assets;
	•	pay dividends or make distributions on, or repurchase, our stock; or
	•	consolidate or merge with other entities.

	Working Capital and Capital Expenditure Needs

		Payments Due by Period
		Less Than				1 to				3 to
		1 Year				3 Years				5 Years				Total
		(in thousands)
Operating leases		$	929			$	1,519			$	766			$	3,214

46

---

Table of Contents

	Foreign Currency Risk

	Interest Rate Sensitivity

47

---

Table of Contents

48

---

Table of Contents

49

---

Table of Contents

50

---

Table of Contents

	iRobot Innovation Engine

51

---

Table of Contents

52

---

Table of Contents

53

---

Table of Contents

54

---

Table of Contents

	Consumer Products

55

---

Table of Contents

	•	the ability to sense a “cliff” or drop-off point and to react by reversing course automatically;
	•	a non-marring bumper to clean up to obstacles without damaging furniture or walls;
	•	a wide cleaning path to clean an entire room on a single battery charge;
	•	an edging brush to clean along surface edges;
	•	dirt-sensing, which allows the Roomba robot to detect dirtier areas in the home and respond by increasing and extending the intensity of its cleaning efforts in that concentrated space; and
	•	improved cleaning and maintenance operations, enhancing the user friendliness of the Roomba robot.

56

---

Table of Contents

	Government and Industrial Products

	Contract Research and Development Projects

57

---

Table of Contents

	•	Route Reconnaissance. Move ahead of the soldier along a planned route of advance and return maps and video of what lies ahead.
	•	Perimeter Reconnaissance. Traverse the entire perimeter of a building complex and return with maps and video.
	•	Street-Based Reconnaissance. Navigate down city streets using street-following behaviors along with GPS/ INS and return maps and video of the urban terrain. The modular Wayfarer navigation payload connects to the standard PackBot payload interface and includes light detection and ranging, or LIDAR, stereo vision, forward-looking infrared, or FLIR, and inertial navigation system sensor hardware.

58

---

Table of Contents

	Deere & Company. We have entered into a strategic business agreement with the commercial and consumer equipment division of Deere & Company to explore and potentially collaborate on multiple projects involving technology and product development and commercialization efforts. We have collaborated with Deere & Company on the development of the R-Gator unmanned ground vehicle. Deere & Company has provided funded research and development, access to its M-Gator military utility vehicle platform and certain other technology, and we have provided robot technologies, including our AWARE Robot Intelligence Systems. Technology jointly developed under the agreement will be owned by both Deere & Company and us, and technology independently developed by either Deere & Company or us will be owned by the developing party. We and Deere & Company are currently in the process of producing a limited number of R-Gator prototypes for evaluation by potential government contractors. Net proceeds from sales of the R-Gator generally will be shared equally between us and Deere & Company, subject to recoupment of each party’s respective contribution to the project.
	To facilitate management of the R-Gator project and additional collaborative activities, we and Deere & Company have established a joint management committee to develop proposals for projects, oversee and report on the progress and fulfillment of projects, and seek opportunities to further the goals of the strategic business relationship through joint demonstration of technology and products at trade shows, industry days and internal management reviews. We believe that our strategic alliance with Deere & Company will lead to technologies, and later products, that are directly applicable to serving markets such as agricultural and construction equipment, in which we believe autonomous vehicles can play a significant role. Under the agreement, we have agreed not to work with any third party on projects competitive with certain Deere & Company products if Deere & Company makes annual payments to us under the agreement of at least $2.0 million.
	The Clorox Company. We have entered into a joint development and license agreement with The Clorox Company, whereby Clorox is the exclusive provider of the cleaning solution for the Scooba floor washing robot. Our alliance with The Clorox Company allows us to integrate their cleaning technology and know-how into our floor washing robot, improves consumer perception and awareness of our brand by association and through joint marketing, and provides a necessary product component at an affordable price.

	Consumer

59

---

Table of Contents

• Amazon.com		• Kohl’s
• Bed Bath & Beyond		• Linens ’n Things
• Best Buy		• Mitsui & Co.
• Brookstone		• M. Block & Sons
• BJ’s Wholesale Club		• Sears
• Hammacher Schlemmer		• The Sharper Image
• The Home Depot		• Target
• Home Shopping Network

	Government and Industrial

Research Support Agencies		Military Customers
• U.S. Defense Advanced Research Projects Agency (DARPA)		• U.S. Army
• U.S. Space and Warfare Command (SPAWAR)		• U.S. Marine Corps
• U.S. Army Tank-automotive and Armaments Command (TACOM)		• U.S. Navy
• Technology Support Working Group (TSWG)

	Customer Service and Support

60

---

Table of Contents

61

---

Table of Contents

	Team Organization

62

---

Table of Contents

	Global Engineering

	Spiral Development

	Leveraged Model

63

---

Table of Contents

	•	developers of robotic floor care products such as AB Electrolux, Alfred Kärcher GmbH & Co., Samsung Electronics Co., Ltd., Koolatron Corp. and Yujin Robotic Co. Ltd.;
	•	developers of small unmanned ground vehicles such as Foster-Miller, Inc.—a wholly owned subsidiary of QinetiQ North America, Inc., Allen-Vanguard Corporation, and Remotec—a division of Northrop Grumman Corporation; and
	•	established government contractors working on unmanned systems such as Lockheed Martin Corporation, BAE Systems, Inc. and General Dynamics Corporation.

64

---

Table of Contents

	•	the Federal Acquisition Regulations and supplemental agency regulations, which comprehensively regulate the formation and administration of, and performance under government contracts;
	•	the Truth in Negotiations Act, which requires certification and disclosure of all cost and pricing data in connection with contract negotiations;
	•	the Cost Accounting Standards, which impose accounting requirements that govern our right to reimbursement under cost-based government contracts;
	•	the Foreign Corrupt Practices Act, which prohibits U.S. companies from providing anything of value to a foreign official to help obtain, retain or direct business, or obtain any unfair advantages;
	•	the False Claims Act and the False Statements Act, which, respectively, impose penalties for payments made on the basis of false facts provided to the government, and impose penalties on the basis of false statements, even if they do not result in a payment; and
	•	laws, regulations and executive orders restricting the use and dissemination of information classified for national security purposes and the exportation of certain products and technical data.

65

---

Table of Contents

66

---

Table of Contents

Name		Age				Position
Helen Greiner			37			Chairman of the Board
Colin Angle			38			Chief Executive Officer and Director
Rodney Brooks, Ph.D.			50			Chief Technology Officer and Director
Geoffrey P. Clear			55			Senior Vice President, Chief Financial Officer and Treasurer
Joseph W. Dyer			58			Executive Vice President and General Manager
Gregory F. White			41			Executive Vice President and General Manager
Glen D. Weinstein			34			Senior Vice President, General Counsel and Secretary
Gerald C. Kent, Jr.			40			Vice President and Controller
Ronald Chwang(1)			57			Director
Jacques S. Gansler(2)			70			Director
Andrea Geisser(3)			62			Director
George McNamee(1)(2)(3)			58			Director
Peter Meekin(1)(2)(3)			56			Director

(1)	Member of the compensation committee.
(2)	Member of the nominating and corporate governance committee.
(3)	Member of the audit committee.

67

---

Table of Contents

68

---

Table of Contents

	•	appointing, approving the compensation of, and assessing the independence of our independent registered public accounting firm;
	•	pre-approving auditing and permissible non-audit services, and the terms of such services, to be provided by our independent registered public accounting firm;
	•	reviewing and discussing with management and the independent registered public accounting firm our annual and quarterly financial statements and related disclosures;
	•	coordinating the oversight and reviewing the adequacy of our internal control over financial reporting;
	•	establishing policies and procedures for the receipt and retention of accounting related complaints and concerns; and

69

---

Table of Contents

	•	preparing the audit committee report required by Securities and Exchange Commission rules to be included in our annual proxy statement.

	•	annually reviewing and approving corporate goals and objectives relevant to compensation of our chief executive officer;
	•	evaluating the performance of our chief executive officer in light of such corporate goals and objectives and determining the compensation of our chief executive officer;
	•	reviewing and approving the compensation of our other executive officers;
	•	overseeing and administering our compensation, welfare, benefit and pension plans and similar plans; and
	•	reviewing and making recommendations to the board with respect to director compensation.

	•	developing and recommending to the board criteria for board and committee membership;
	•	establishing procedures for identifying and evaluating director candidates including nominees recommended by stockholders;
	•	identifying individuals qualified to become board members;
	•	recommending to the board the persons to be nominated for election as directors and to each of the board’s committees;
	•	developing and recommending to the board a code of business conduct and ethics and a set of corporate governance guidelines; and
	•	overseeing the evaluation of the board and management.

70

---

Table of Contents

	Compensation Earned

											Long-Term
			Annual Compensation								Compensation
											Awards
											Restricted				Securities
											Stock				Underlying				All Other
Name and Principal Position			Salary				Bonus				Awards				Options				Compensation(1)(2)
Colin Angle			$	234,520			$	151,914			$	71,741				—			$	6,150
	Chief Executive Officer
Helen Greiner				234,512				135,804				71,741				—				6,150
	Chairman of the Board
Geoffrey P. Clear				240,757				67,237				24,169				—				6,150
	Senior Vice President, Chief Financial Officer and Treasurer
Gregory F. White				260,467				131,705				443,280				—				6,150
	Executive Vice President and General Manager
Joseph W. Dyer				239,701				104,547				41,251				420,000				6,150
	Executive Vice President and General Manager

(1)	Excludes medical, group life insurance and certain other benefits received by the named executive officers that are available generally to all of our salaried employees and certain perquisites and other personal benefits received by the named executive officers which do not exceed the lesser of $50,000 or 10% of any such named executive officer’s total annual compensation reported in this table.
(2)	Represent 401(k) matching contributions.

71

---

Table of Contents

	Option Grants in Last Fiscal Year

																		Potential
																		Realizable Value
		Individual Grants																at Assumed
																		Annual Rates of
		Number of				% of Total												Stock Price
		Securities				Options												Appreciation for
		Underlying				Granted to				Exercise								Option Term
		Options				Employees in				Price Per				Expiration
Name		Granted				2004				Share				Date				5%				10%
Colin Angle			—				—				—				—				—				—
Helen Greiner			—				—				—				—				—				—
Geoffrey P. Clear			—				—				—				—				—				—
Gregory F. White			—				—				—				—				—				—
Joseph W. Dyer			300,000				26.1%			$	2.33				2/18/14
			120,000				10.4%			$	2.78				9/17/14

	Option Exercises in Last Fiscal Year and Fiscal Year-End Option Values

										Number of Securities
										Underlying Unexercised								Value of Unexercised
		Number of								Options at								In-the-Money Options at
		Shares								December 31, 2004								December 31, 2004
		Acquired				Value
Name		on Exercise				Realized				Exercisable				Unexercisable				Exercisable				Unexercisable
Colin Angle			—				—				347,710				—								—
Helen Greiner			—				—				—				—				—				—
Geoffrey P. Clear			53,440			$	119,172				—				80,160				—
Gregory F. White			46,601			$	20,971				42,393				210,586
Joseph W. Dyer			—				—				75,000				345,000

72

---

Table of Contents

	Amended and Restated 1994 Stock Plan

	Amended and Restated 2001 Special Stock Option Plan

	Amended and Restated 2004 Stock Option and Incentive Plan

73

---

Table of Contents

	2005 Stock Option and Incentive Plan

74

---

Table of Contents

	401(k) Plan

	Employment and Severance Arrangements

75

---

Table of Contents

	•	any breach of the director’s duty of loyalty to us or our stockholders;
	•	any act or omission not in good faith or that involves intentional misconduct or a knowing violation of law;
	•	any unlawful payments related to dividends or unlawful stock repurchases, redemptions or other distributions; or
	•	any transaction from which the director derived an improper personal benefit.

76

---

Table of Contents

	•	we will indemnify our directors, officers and, in the discretion of our board of directors, certain employees to the fullest extent permitted by the Delaware General Corporation Law; and
	•	we will advance expenses, including attorneys’ fees, to our directors and, in the discretion of our board of directors, to our officers and certain employees, in connection with legal proceedings, subject to limited exceptions.

77

---

Table of Contents

Total Common

Aggregate

Purchaser(1)

Stock Equivalents

Consideration Paid

Investment Participation

Stockholders Associated with Directors

Trident Capital(2)

2,194,680

$

10,604,858

Series E and F

Acer Technology Ventures(3)

2,603,699

7,209,635

Series A, C, D, E and F

First Albany Entities(4)

1,418,165

4,241,126

Series B, C, D, E and F

Fenway Partners(5)

1,339,920

5,464,717

Series D, E and F

(1)	See “Principal and Selling Stockholders” for more detail on shares held by these purchasers.
(2)	Trident Capital includes Trident Capital Fund-V, L.P., Trident Capital Fund-V Affiliates Fund, L.P., Trident Capital Fund-V Affiliates Fund (Q), L.P., Trident Capital Fund-V Principals Fund, L.P. and Trident Capital Parallel Fund-V, C.V. Consideration paid to us by Trident Capital for our convertible preferred stock in 2003 and 2004 was $9,500,002 and $1,104,855, respectively. Mr. Meekin, who is one of our directors, is a Managing Director of Trident Capital Management-V, L.L.C., the sole general partner of Trident Capital Fund-V, L.P., Trident Capital Fund-V Affiliates Fund, L.P., Trident Capital Fund-V Affiliates Fund (Q), L.P., and Trident Capital Fund-V Principals Fund, L.P. and the sole investment general partner of Trident Capital Parallel Fund-V, C.V.
(3)	Acer Technology Ventures includes Acer Technology Venture Fund L.P., IP Fund One, L.P. and iD6 Fund, L.P. Consideration paid to us by Acer Technology Ventures for our convertible preferred stock in 1998, 2000, 2001, 2003 and 2004 was $1,550,189, $1,500,001, $1,107,390, $1,900,003 and $1,152,051, respectively. Dr. Chwang, who is one of our directors, is a General Partner of the management company for each of Acer Technology Venture Fund L.P., IP Fund One, L.P. and iD6 Fund, L.P.

78

---

Table of Contents

(4)	First Albany Entities includes First Albany Companies Inc., First Albany Private Fund 1999, LLC, First Albany Private Fund 2003, LLC, FA Technology Ventures, L.P., and First Albany Private Fund 2004, LLC. Consideration paid to us by First Albany Entities for our convertible preferred stock in 1999, 2000, 2001, 2003 and 2004 was $1,000,006, $1,574,999, $568,861, $300,001 and $797,258, respectively. Mr. McNamee, who is our one our directors, is the Chairman of First Albany Companies Inc.
(5)	Fenway Partners includes FPIP Trust, LLC, FPIP, LLC and Fenway Partners Capital Fund II, L.P. Mr. Geisser, who is one of our directors, is a Managing Director of Fenway Partners, Inc., the Managing Member of FPIP Trust, LLC and FPIP, LLC. Consideration paid to us by Fenway Partners for our convertible preferred stock in 2001, 2003 and 2004 was $4,000,000, $871,844 and $592,872, respectively. Mr. Geisser is also a Managing Director of Fenway Partners II, LLC, the sole General Partner of Fenway Partners Capital Fund II, L.P.

79

---

Table of Contents

	•	each person known to us to be the beneficial owner of more than 5% of our common stock;
	•	each named executive officer;
	•	each of our directors;
	•	all of our executive officers and directors as a group; and
	•	each selling stockholder.

Shares Beneficially

Shares Beneficially

Owned Prior

Owned After the

to the Offering

Shares

Offering

Offered

Beneficial Owner

Number

Percent

(29)

Number

Percent

5% Stockholders:

Acer Technology Ventures(1)

2,603,699

13.1%

5201 Great America Parkway Suite 270 Santa Clara, CA 95054

Trident Capital(2)

2,194,680

11.0%

325 Riverside Avenue Westport, CT 06880

Grinnell More(3)

1,455,954

7.3%

First Albany Entities(4)

1,418,165

7.1%

677 Broadway Albany, NY 12207

Fenway Partners(5)

1,339,920

6.7%

152 West 57th Street 59th Floor New York, NY 10019

Directors and Named Executive Officers:

Helen Greiner

1,699,619

8.5%

Colin Angle(6)

2,252,424

11.1%

Rodney Brooks, Ph.D.(7)

2,389,695

12.0%

Geoffrey P. Clear(8)

132,285

*

Joseph W. Dyer(9)

89,892

*

80

---

Table of Contents

Shares Beneficially

Shares Beneficially

Owned Prior

Owned After the

to the Offering

Shares

Offering

Offered

Beneficial Owner

Number

Percent

(29)

Number

Percent

Gregory F. White(10)

457,412

2.3%

Ronald Chwang(1)

2,603,699

13.1%

Jacques S. Gansler(11)

16,667

*

Andrea Geisser(5)

1,339,920

6.7%

George McNamee(12)

180,901

*

Peter Meekin(2)

2,194,680

11.0%

Executive officers and directors as a group (13 persons)(13)

13,421,596

65.8%

Other Selling Stockholders:

M. David Adler and Bella G. Adler (JTWROS)

415,000

2.1%

David S. Barrett and Ann H. Barrett (JTWROS)

75,000

*

James R. Allard(14)

55,700

*

Michael R. Bassett(15)

23,500

*

Boeckh Capital Co. Ltd.

63,334

*

Robert Campbell

16,876

*

Chris Casey and Giovanna Casey (JTWROS)

31,000

*

Mark Chiappetta(16)

25,800

*

Dale W. Church(17)

66,820

*

Mike Ciholas(18)

25,000

*

Michael F. Cronin

16,746

*

FBF, LLLP

68,344

*

Walter Fiederowicz(19)

1,464,644

7.4%

Alan Goldberg(20)

1,503,342

7.6%

Hugh Johnson

33,862

*

Joseph L. Jones and Sue E. Stewart (JTWROS)(21)

96,085

*

Dan Kilmurray

30,469

*

Jonathan Tarter Klein and Ellen Elisabeth (JTWROS)

40,000

*

Lindalee A. Lawrence

3,844

*

Michael Lindburg

33,748

*

Kenneth Mabbs

26,827

*

David P. Miller

114,505

*

Scott Nielsen Miller and Lisa Anne Cosimi (JTWROS)(22)

76,000

*

Ullas J. Naik

14,266

*

Timothy R. Ohm(23)

39,540

*

Painter Hill Venture Fund I, L.P.

64,405

*

Matthew R. Palma and Kelly S. Palma (JTWROS)(24)

25,000

*

Erik Pedersen

198,435

1.0%

Polly K. Pook(25)

66,500

*

Rosario and William Robert (JTWROS)

105,000

*

Pavlo Rudakevych(26)

152,500

*

Beno Sternlicht

28,616

*

Paul J. Tavalone(27)

47,000

*

81

---

Table of Contents

Shares Beneficially

Shares Beneficially

Owned Prior

Owned After the

to the Offering

Shares

Offering

Offered

Beneficial Owner

Number

Percent

(29)

Number

Percent

Glen Weinstein(28)

64,402

*

Steve Weston

200,000

1.0%

Stephen P. Wink

7,864

*

Chikyung Won and Laetitia G. Won (JTWROS)

65,000

*

(1)	Consists of 1,737,279 shares held by Acer Technology Venture Fund L.P., 818,420 shares held by IP Fund One, L.P. and 48,000 shares held by iD6 Fund, L.P. Dr. Chwang is a General Partner of the management company for each of Acer Technology Venture Fund L.P., IP Fund One, L.P. and iD6 Fund, L.P., and may be deemed to share voting and investment power with respect to all shares held by those entities. Dr. Chwang disclaims beneficial ownership of such shares except to the extent of his pecuniary interest, if any.
(2)	Consists of 1,966,075 shares held by Trident Capital Fund-V, L.P., 11,427 shares held by Trident Capital Fund-V Affiliates Fund, L.P., 10,904 shares held by Trident Capital Fund-V Affiliates Fund (Q), L.P., 56,905 shared held by Trident Capital Fund-V Principals Fund, L.P. and 149,369 shares held by Trident Capital Parallel Fund-V, C.V. Mr. Meekin is one of six Managing Directors of Trident Capital Management-V, L.L.C., the sole general partner of Trident Capital Fund-V, L.P., Trident Capital Fund-V Affiliates Fund, L.P., Trident Capital Fund-V Affiliates Fund (Q), L.P., and Trident Capital Fund-V Principals Fund, L.P. and the sole investment general partner of Trident Capital Parallel Fund-V, C.V., and may be deemed to share voting and investment power with respect to all shares held by those entities. Mr. Meekin disclaims beneficial ownership of such shares except to the extent of his pecuniary interest, if any.
(3)	Includes 1,029,738 shares held by Real World Interface, Inc. Trust. Mr. More is a trustee of the Real World Interface, Inc. Trust and may be deemed to share voting and investment power with respect to such shares. Mr. More disclaims beneficial ownership of such shares except to the extent of his pecuniary interest, if any.
(4)	Consists of 1,218,336 shares held by First Albany Companies Inc., 22,844 shares held by First Albany Private Fund 1999, LLC, 64,378 shares held by First Albany Private Fund 2003, LLC, 94,658 shares held by FA Technology Ventures, L.P. and 17,949 shares held by First Albany Private Fund 2004, LLC. Through a Special Committee of its Board of Directors, consisting of Alan Goldberg and Walter Fiederowicz, First Albany Companies Inc. exercises sole voting and investment power with respect to all shares held by First Albany Companies Inc., First Albany Private Fund 1999, LLC, First Albany Private Fund 2003, LLC and First Albany Private Fund 2004, LLC.
(5)	Consists of 5,053 shares held by FPIP Trust, LLC, 3,665 shares held by FPIP, LLC and 1,331,202 shares held by Fenway Partners Capital Fund II, L.P. Mr. Geisser is a Managing Director of Fenway Partners, Inc., the Managing Member of FPIP Trust, LLC and FPIP, LLC. Mr. Geisser is also a Managing Director of Fenway Partners II, LLC, the sole General Partner of Fenway Partners Capital Fund II, L.P., and may be deemed to share voting and investment power with respect to all shares held by those entities. Mr. Geisser disclaims beneficial ownership of such shares except to the extent of his pecuniary interest, if any.
(6)	Includes 347,710 shares issuable to Mr. Angle upon exercise of stock options. Also includes 200,000 shares held in a trust for the benefit of certain of his family members.
(7)	Includes 252,000 shares held in a trust for the benefit of certain of his family members. Also includes 204,090 shares held by Robotic Ventures Fund I, L.P., of which Dr. Brooks is a General Partner. Dr. Brooks disclaims beneficial ownership of such shares except to the extent of his pecuniary interest, if any.
(8)	Includes 26,720 shares issuable to Mr. Clear upon exercise of stock options.
(9)	Includes 49,249 shares issuable to Mr. Dyer upon exercise of stock options.

(10)	Includes 8,505 shares issuable to Mr. White upon exercise of stock options.
(11)	Consists of shares issuable to Dr. Gansler upon exercise of stock options.
(12)	Includes 94,658 shares held by FA Technology Ventures, L.P. and 3,495 shares held by FA Technology Managers, LLC. Mr. McNamee is a Partner of the General Partner of FA Technology Ventures, L.P. and may be deemed to share voting and investment power with respect to all shares held thereby. Mr. McNamee is a Manager of FA Technology Managers, LLC and may be deemed to share voting and investment power with respect to all shares held thereby. Mr. McNamee disclaims beneficial ownership of the shares held by FA Technology Ventures, L.P. and FA Technology Managers, LLC except to the extent of his pecuniary interest, if any.
(13)	Includes an aggregate of 496,851 shares issuable upon exercise of stock options held by seven executive officers and directors.
(14)	Includes 35,700 shares issuable to Mr. Allard upon exercise of stock options.
(15)	Consists of 23,500 shares issuable to Mr. Bassett upon exercise of stock options.
(16)	Includes 23,300 shares issuable to Mr. Chiappetta upon exercise of stock options.
(17)	Consists of 66,820 shares issuable to Mr. Church upon exercise of stock options.
(18)	Consists of 25,000 shares issuable to Mr. Ciholas upon exercise of stock options.
(19)	Includes 1,218,336 shares held by First Albany Companies Inc., 22,844 shares held by First Albany Private Fund 1999, LLC, 64,378 shares held by First Albany Private Fund 2003, LLC, 94,658 shares held by FA Technology Ventures, L.P. and 17,949 shares held by First Albany Private Fund 2004, LLC. Through a Special Committee of its Board of Directors, consisting of Mr. Fiederowicz and Alan Goldberg, First Albany Companies Inc. exercises sole voting and investment power with respect to all shares held by First Albany Companies Inc., First Albany Private Fund 1999, LLC, First Albany Private Fund 2003, LLC and First

82

---

Table of Contents

	Albany Private Fund 2004, LLC. Mr. Fiederowicz disclaims beneficial ownership of such shares except to the extent of his pecuniary interest, if any.
(20)	Includes 1,218,336 shares held by First Albany Companies Inc., 22,844 shares held by First Albany Private Fund 1999, LLC, 64,378 shares held by First Albany Private Fund 2003, LLC, 94,658 shares held by FA Technology Ventures, L.P. and 17,949 shares held by First Albany Private Fund 2004, LLC. Through a Special Committee of its Board of Directors, consisting of Mr. Goldberg and Walter Fiederowicz, First Albany Companies Inc. exercises sole voting and investment power with respect to all shares held by First Albany Companies Inc., First Albany Private Fund 1999, LLC, First Albany Private Fund 2003, LLC and First Albany Private Fund 2004, LLC. Mr. Goldberg disclaims beneficial ownership of such shares except to the extent of his pecuniary interest, if any. Also includes shares held by FCC as Custodian Alan Goldberg Keough M/P/P.
(21)	Includes 1,900 shares issuable to Mr. Jones upon exercise of stock options.
(22)	Includes 44,000 shares issuable to Mr. Miller upon exercise of stock options.
(23)	Includes 14,540 shares issuable to Mr. Ohm upon exercise of stock options.
(24)	Includes 15,000 shares issuable to Mr. Palma upon exercise of stock options.
(25)	Includes 25,000 shares held by Polly K. Pook and Barbara S. Pook (JTWROS), over which Polly K. Pook and Barbara S. Pook share voting and investment power.
(26)	Includes 2,500 shares issuable to Mr. Rudakevych upon exercise of stock options.
(27)	Includes 12,000 shares issuable to Mr. Tavalone upon exercise of stock options.
(28)	Includes 16,000 shares held by Glen Weinstein and Elisa D’Andrea (JTWROS), over which Mr. Weinstein and Ms. D’Andrea share voting and investment power, and 42,000 shares issuable to Mr. Weinstein upon exercise of stock options.
(29)	If the underwriters’ overallotment option is exercised in full, the additional shares sold would be allocated among the selling stockholders as follows:

		Shares Subject to the
		Overallotment
Selling Stockholders		Option

	If the underwriters’ overallotment option is exercised in part, the additional shares sold would be allocated pro rata based upon the share amounts set forth in the preceding table.

83

---

Table of Contents

84

---

Table of Contents

85

---

Table of Contents

	•	the close of business of the tenth calendar day following the first public announcement that a person or group of affiliated or associated persons, referred to as an “acquiring person,” has acquired beneficial ownership of 15% or more of the outstanding shares of common stocks; or

86

---

Table of Contents

	•	the close of business on the tenth business day (or such later calendar day as our board of directors may determine) following the commencement of a tender offer or exchange offer by any person or group (other than certain exempt persons) that could result upon its completion in such person or group becoming the beneficial owner of 15% or more of the outstanding shares of common stock.

	•	before the stockholder became interested, the board of directors approved either the business combination or the transaction which resulted in the stockholder becoming an interested stockholder;
	•	upon consummation of the transaction which resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, excluding for purposes of determining the voting stock outstanding, shares owned by persons who are directors and also officers, and employee stock plans, in some instances; or
	•	at or after the time the stockholder became interested, the business combination was approved by the board of directors of the corporation and authorized at an annual or special meeting of the stockholders by the affirmative vote of at least two-thirds of the outstanding voting stock which is not owned by the interested stockholder.

87

---

Table of Contents

		Shares Eligible
Days After Date of this Prospectus		for Sale				Comment
Upon Effectiveness						Shares sold in the offering
Upon Effectiveness						Freely tradable shares saleable under Rule 144(k) that are not subject to the lock-up
90 Days						Shares saleable under Rules 144 and 701 that are not subject to a lock-up
180 Days						Lock-up released, subject to extension; shares saleable under Rules 144 and 701
Thereafter						Restricted securities held for one year or less

	•	offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of, directly or indirectly, any shares of our common stock or any securities convertible into or exercisable or exchangeable for common stock; or
	•	enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of our common stock,

88

---

Table of Contents

	•	1% of the number of shares of our common stock then outstanding, which will equal approximately                      shares immediately after this offering; or
	•	the average weekly trading volume in our common stock on the NASDAQ National Market during the four calendar weeks preceding the filing of a notice on Form 144 with respect to such sale.

89

---

Table of Contents

Name		Number of Shares
Morgan Stanley & Co. Incorporated
J.P. Morgan Securities Inc.
First Albany Capital Inc.
Needham & Company, LLC
Adams Harkness, Inc.
Total

90

---

Table of Contents

	•	offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of, directly or indirectly, any shares of our common stock or any securities convertible into or exercisable or exchangeable for common stock; or
	•	enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of our common stock,

	•	the sale of shares to the underwriters;
	•	the issuance by us of shares of our common stock upon the exercise of an option or a warrant or the conversion of a security outstanding on the date of this prospectus of which the underwriters have been advised in writing;
	•	transactions by anyone other than us relating to shares of common stock or other securities acquired in open market transactions after the completion of the offering of the shares;
	•	the grant of options to purchase common stock or shares of our common stock to our officers, directors, advisors or consultants pursuant to equity plans disclosed in this prospectus;
	•	the issuance by us of up to 2,000,000 shares of common stock, in connection with any acquisition, collaboration or other similar strategic transaction;
	•	transfers of shares or any security convertible into our common stock as a bona fide gift; or
	•	distributions by a selling stockholder of shares or any security convertible into our common stock to limited partners or stockholders of the selling stockholder,

	•	during the last 17 days of the 180-day period, we issue an earnings release or material news or a material event relating to us occurs; or
	•	prior to the expiration of the 180-day period, we announce that we will release earnings results during the 16-day period beginning on the last day of the 180-day period,

91

---

Table of Contents

Paid by Selling

Paid by Us

Stockholders

Total

No Exercise

Full Exercise

No Exercise

Full Exercise

No Exercise

Full Exercise

Per share

$

$

$

$

$

$

Total

$

$

$

$

$

$

92

---

Table of Contents

93

---

Table of Contents

94

---

Table of Contents

		Page
Report of Independent Registered Public Accounting Firm			F-2
Consolidated Balance Sheets			F-3
Consolidated Statements of Operations			F-4
Consolidated Statements of Stockholders’ Equity (Deficit)			F-5
Consolidated Statements of Cash Flows			F-6
Notes to Consolidated Financial Statements			F-7

F-1

---

Table of Contents

F-2

---

Table of Contents

				December 31,												July 2,
												July 2,				2005
				2003				2004				2005				(Pro Forma)
												(unaudited)
ASSETS
Current assets:
	Cash and cash equivalents			$	4,619,937			$	19,440,843			$	15,090,230			$	15,090,230
	Accounts receivable, net of allowance of $247,921 at December 31, 2003, and $50,000 at December 31, 2004 and at July 2, 2005				8,137,517				14,436,269				7,344,671				7,344,671
	Unbilled revenue				1,142,784				774,025				929,944				929,944
	Inventory, net				11,419,611				7,668,934				12,399,474				12,399,474
	Other current assets				798,045				399,702				479,072				479,072
		Total current assets			26,117,894				42,719,773				36,243,391				36,243,391
Property and equipment, net					1,605,033				3,512,510				4,010,207				4,010,207
Other assets					103,719				82,000				82,000				82,000
		Total assets		$	27,826,646			$	46,314,283			$	40,335,598			$	40,335,598
LIABILITIES, REDEEMABLE CONVERTIBLE
PREFERRED STOCK AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current liabilities:
	Accounts payable			$	6,781,412			$	19,581,065			$	19,611,817			$	19,611,817
	Revolving line of credit				1,338,980				—				—				—
	Accrued expenses				2,802,666				3,819,937				4,029,378				4,029,378
	Accrued compensation				2,032,299				3,150,761				2,763,659				2,763,659
	Provision for contract settlements				5,333,619				5,190,798				5,239,124				5,239,124
	Deferred revenue				7,201,339				1,287,935				2,028,149				2,028,149
		Total current liabilities			25,490,315				33,030,496				33,672,127				33,672,127
Long-term liabilities					133,200				66,600				—				—
Commitments and contingencies (Note 13):
Redeemable convertible preferred stock (Note 8)					27,561,869				37,506,236				37,506,236				—
Common stock, $0.01 par value, 18,500,000, 35,000,000 and 35,000,000 shares authorized and 9,360,750, 10,129,457 and 10,337,574 shares issued and outstanding at December 31, 2003 and 2004 and July 2, 2005, respectively					93,608				101,294				103,375				198,947
Additional paid-in capital					1,695,966				2,925,496				4,577,829				41,988,493
Note receivable from stockholder					(43,000	)			(43,000	)			—				—
Deferred compensation					—				(386,587	)			(1,480,231	)			(1,480,231	)
Accumulated deficit					(27,105,312	)			(26,886,252	)			(34,043,738	)			(34,043,738	)
		Total stockholders’ equity (deficit)			(25,358,738	)			(24,289,049	)			(30,842,765	)			6,663,471
		Total liabilities, redeemable convertible preferred stock and stockholders’ equity (deficit)		$	27,826,646			$	46,314,283			$	40,335,598			$	40,335,598

F-3

---

Table of Contents

				Fiscal Year Ended												Six Months Ended
				December 31,				December 31,				December 31,				June 30,				July 2,
				2002				2003				2004				2004				2005
																(unaudited)
Revenue:
Product revenue				$	6,955,215			$	45,896,313			$	82,147,080			$	23,087,249			$	34,723,592
Contract revenue					7,222,589				7,661,244				12,365,114				5,038,983				8,232,950
Royalty revenue					638,704				758,595				530,955				483,316				62,037
	Total revenue				14,816,508				54,316,152				95,043,149				28,609,548				43,018,579
Cost of revenue:
Cost of product revenue					4,896,025				31,193,513				59,321,238				16,471,000				26,750,347
Cost of contract revenue					11,860,610				6,143,347				8,370,487				3,345,591				5,770,138
	Total cost of revenue				16,756,635				37,336,860				67,691,725				19,816,591				32,520,485
Gross profit (loss)					(1,940,127	)			16,979,292				27,351,424				8,792,957				10,498,094
Operating expenses:
Research and development					1,735,831				3,848,010				5,504,321				2,563,083				5,712,525
Selling, general and administrative					7,128,105				20,521,298				21,404,106				9,188,128				12,061,316
Stock-based compensation(1)					—				—				—				—				90,489
	Total operating expenses				8,863,936				24,369,308				26,908,427				11,751,211				17,864,330
Operating income (loss)					(10,804,063	)			(7,390,016	)			442,997				(2,958,254	)			(7,366,236	)
Other (expense) income, net					44,764				15,282				(79,762	)			(41,069	)			211,000
Income (loss) before income taxes					(10,759,299	)			(7,374,734	)			363,235				(2,999,323	)			(7,155,236	)
Income tax expense					14,695				36,227				144,175				1,306				2,250
Net income (loss)				$	(10,773,994	)		$	(7,410,961	)		$	219,060			$	(3,000,629	)		$	(7,157,486	)
Net income (loss) per share
		Basic		$	(2.00	)		$	(0.79	)		$	0.01			$	(0.31	)		$	(0.72	)
		Diluted		$	(2.00	)		$	(0.79	)		$	0.01			$	(0.31	)		$	(0.72	)
Number of shares used in per share calculations
		Basic			5,390,679				9,351,880				9,659,993				9,530,022				10,007,932
		Diluted			5,390,679				9,351,880				19,182,595				9,530,022				10,007,932

(1)	Stock-based compensation recorded in 2005 breaks down by expense classification as follows:

			Six Months Ended
			July 2, 2005
			(unaudited)
Cost of product revenue			$	8,835
Cost of contract revenue				10,998
Research and development				31,832
Selling, general and administrative				38,824
	Total stock-based compensation		$	90,489

F-4

---

Table of Contents

														Note
		Common Stock								Additional				Receivable
										Paid-In				from				Deferred				Accumulated
		Shares				Value				Capital				Stockholder				Compensation				Deficit				Total
Balance at December 31, 2002			9,291,760			$	92,918			$	1,661,896			$	(43,000	)		$	—			$	(19,694,351	)		$	(17,982,537	)
Issuance of common stock warrants related to debt financing											22,312																22,312
Issuance of common stock for exercise of stock options			68,990				690				11,758																12,448
Net loss																							(7,410,961	)			(7,410,961	)
Balance at December 31, 2003			9,360,750				93,608				1,695,966				(43,000	)			—				(27,105,312	)			(25,358,738	)
Issuance of restricted stock			397,584				3,976				967,217								(669,912	)							301,281
Amortization of deferred compensation relating to restricted stock																			283,325								283,325
Issuance of common stock for exercise of stock options			371,123				3,710				262,313																266,023
Net income																							219,060				219,060
Balance at December 31, 2004			10,129,457				101,294				2,925,496				(43,000	)			(386,587	)			(26,886,252	)			(24,289,049	)
Amortization of deferred compensation relating to restricted stock																			100,340								100,340
Issuance of Common Stock for exercise of stock options			208,117				2,081				367,860																369,941
Repayment of note receivable from stockholder															43,000												43,000
Deferred compensation relating to issuance of stock options											1,284,473								(1,284,473	)							—
Amortization of deferred compensation relating to stock options																			90,489								90,489
Net loss																							(7,157,486	)			(7,157,486	)
Balance at July 2, 2005 (unaudited)			10,337,574			$	103,375			$	4,577,829			$	—			$	(1,480,231	)		$	(34,043,738	)		$	(30,842,765	)

F-5

---

Table of Contents

				Fiscal Year Ended												Six Months Ended
				December 31,				December 31,				December 31,				June 30,				July 2,
				2002				2003				2004				2004				2005
																(unaudited)
Cash flows from operating activities:
Net income (loss)				$	(10,773,994	)		$	(7,410,961	)		$	219,060			$	(3,000,629	)		$	(7,157,486	)
Adjustments to reconcile net loss to net cash used in operating activities
	Depreciation and amortization				511,335				735,170				1,313,705				389,188				886,864
	Loss on disposal of fixed assets				—				29,384				1,265				—				—
	Interest expense relating to issuance of warrants				—				22,312				—				—				—
	Amortization of deferred compensation				—				—				283,325				177,328				190,829
	Changes in working capital—(use) source
		Accounts receivable and related party trade receivables			237,164				(7,481,472	)			(6,298,751	)			4,663,824				7,091,598
		Unbilled revenue			(325,371	)			(526,573	)			368,759				832,041				(155,919	)
		Inventory			(1,829,773	)			(8,795,412	)			3,750,677				8,277,867				(4,730,540	)
		Other current assets			(434,970	)			(146,481	)			420,061				574,990				(79,370	)
		Accounts payable			3,869,832				1,908,212				12,799,653				(1,074,734	)			30,752
		Accrued expenses			219,778				2,582,888				1,017,271				(836,895	)			209,441
		Accrued compensation			679,609				295,001				1,118,462				138,127				(387,102	)
		Provision for contract settlement			2,361,055				1,377,835				(142,821	)			(87,502	)			48,326
		Deferred revenue			1,787,035				5,952,843				(5,913,405	)			(6,517,187	)			740,214
		Change in long-term liabilities			—				133,200				(66,600	)			(66,600	)			(66,600	)
Net cash provided by (used in) operating activities					(3,698,300	)			(11,324,054	)			8,870,661				3,469,818				(3,378,993	)
Cash flows from investing activities:
Purchase of property and equipment					(448,412	)			(1,329,913	)			(3,222,446	)			(758,315	)			(1,384,561	)
Cash flows from financing activities:
Principal payments on capital lease obligations					(51,009	)			(14,102	)			—				—				—
Borrowings under revolving line of credit, net					—				1,338,980				(1,338,980	)			(1,338,980	)			—
Repayment of note receivable from stockholder					—				—				—				—				43,000
Proceeds from stock option exercises					32,894				12,448				266,024				225,724				369,941
Proceeds from issuance of restricted stock					—				—				301,281				301,281				—
Net proceeds from sale of preferred stock					—				12,922,735				9,944,366				(270	)			—
Net cash provided by financing activities					(18,115	)			14,260,061				9,172,691				(812,245	)			412,941
Net increase in cash and cash equivalents					(4,164,827	)			1,606,094				14,820,906				1,899,258				(4,350,613	)
Cash and cash equivalents, at beginning of period					7,178,670				3,013,843				4,619,937				4,619,937				19,440,843
Cash and cash equivalents, at end of period				$	3,013,843			$	4,619,937			$	19,440,843			$	6,519,195			$	15,090,230
Supplemental disclosure of cash flow information
Cash paid for interest				$	8,621			$	28,572			$	142,367			$	67,955			$	5,665
Cash paid for income taxes					14,756				14,206				123,941				—				6,800
Supplemental disclosure of noncash investing and financing activities
During 2004, 2003 and 2002, the Company transferred $186,011, $16,960 and $115,595, respectively, of inventory to fixed assets.
During the first six months of 2005 and 2004, the Company transferred $140,489 and $1,815, respectively, of inventory to fixed assets.

F-6

---

Table of Contents

1.	Nature of the Business

	Liquidity and Operations

2.	Summary of Significant Accounting Policies

	Unaudited Interim Financial Statements

	Unaudited Pro Forma Presentation

F-7

---

Table of Contents

	Fiscal Year-End

	Cash and Cash Equivalents

	Revenue Recognition

F-8

---

Table of Contents

	Allowance for Doubtful Accounts

Balance at December 31, 2001			$	—
	Provision			30,000
	Deduction
Balance at December 31, 2002				30,000
	Provision			237,329
	Deduction			(19,408	)
Balance at December 31, 2003				247,921
	Provision			(64,835	)
	Deduction			(133,086	)
Balance at December 31, 2004			$	50,000
	Provision			—
	Deduction			—
Balance at July 2, 2005			$	50,000

F-9

---

Table of Contents

	Inventory

Balance at December 31, 2001			$	385,900
	Provision			174,686
	Deduction			(224,810	)
Balance at December 31, 2002				335,776
	Provision			2,214,656
	Deduction			(181,878	)
Balance at December 31, 2003				2,368,554
	Provision			—
	Deduction			(465,637	)
Balance at December 31, 2004			$	1,902,917
	Provision			—
	Deduction			(90,549	)
Balance at July 2, 2005			$	1,812,368

	Property and Equipment

		Estimated
		Useful Life
Computer and research equipment		3 years
Furniture		5
Machinery		2-5
Business applications software		5
Capital leases and leasehold improvements		Term of lease

	Impairment of Long-Lived Assets

F-10

---

Table of Contents

	Research and Development

	Internal Use Software

	Use of Estimates

	Reclassification

	Concentration of Credit Risk and Significant Customers

F-11

---

Table of Contents

	Investment in Affiliates

	Stock-Based Compensation

			Fiscal Year Ended												Six Months Ended
			December 31,				December 31,				December 31,				June 30,				July 2,
			2002				2003				2004				2004				2005
															(unaudited)
Net income (loss)
As reported			$	(10,773,994	)		$	(7,410,961	)		$	219,060			$	(3,000,629	)		$	(7,157,486	)
Add back: Stock-based employee compensation expense reported in net income (loss)				—				—				283,325				177,328				190,829
Less: Stock-based employee compensation expense determined under fair-value method for all awards				(28,917	)			(52,863	)			(394,102	)			(222,411	)			(361,895	)
Pro forma income (loss)			$	(10,802,911	)		$	(7,463,824	)		$	108,283			$	(3,045,712	)		$	(7,328,552	)
Net income (loss) per share, as reported
	Basic			$(2.00	)			$(0.79	)			$0.01				$(0.31	)			$(0.72	)
	Diluted			$(2.00	)			$(0.79	)			$0.01				$(0.31	)			$(0.72	)
Pro forma net income (loss) per share
	Basic			$(2.00	)			$(0.80	)			$0.01				$(0.32	)			$(0.73	)
	Diluted			$(2.00	)			$(0.80	)			$0.01				$(0.32	)			$(0.73	)
Number of shares used in per share calculations
	Basic			5,390,679				9,351,880				9,659,993				9,530,022				10,007,932
	Diluted			5,390,679				9,351,880				19,182,595				9,530,022				10,007,932

F-12

---

Table of Contents

		2002				2003				2004
Risk-free interest rate			2.8%				3.0%				3.4%
Expected dividend yield			—				—				—
Expected life			5 years				5  years				5  years
Expected volatility			—				—				—

	Earnings Per Share

	Advertising Expense

	Income Taxes

	Lease Termination Costs

	Comprehensive Income (Loss)

	Recent Accounting Pronouncements

F-13

---

Table of Contents

3.	Inventory

		December 31,
										July 2,
		2003				2004				2005
										(unaudited)
Raw materials		$	1,510,995			$	427,181			$	707,465
Work in process			145,919				—				—
Finished goods			9,762,697				7,241,753				11,692,009
		$	11,419,611			$	7,668,934			$	12,399,474

4.	Property and Equipment

		December 31,
		2003				2004				July 2, 2005
										(unaudited)
Computer and equipment		$	1,682,876			$	2,826,932			$	3,997,600
Furniture			59,954				160,942				164,298
Machinery			935,820				2,544,330				2,593,176
Leasehold improvements			194,700				272,107				350,045
Software purchased for internal use			630,323				919,636				1,003,390
Leased equipment			144,682				144,682				144,682
			3,648,355				6,868,629				8,253,191
Less: accumulated depreciation and amortization			2,043,322				3,356,119				4,242,984
		$	1,605,033			$	3,512,510			$	4,010,207

F-14

---

Table of Contents

5.	Accrued Expenses

		December 31,
		2003				2004				July 2, 2005
										(unaudited)
Accrued warranty		$	1,522,228			$	1,398,382			$	2,028,425
Accrued lease termination costs			326,324				37,879				—
Accrued rent			389,687				339,172				318,058
Accrued sales commissions			200,375				554,919				312,165
Accrued accounting fees			171,000				161,000				95,563
Accrued co-op advertising allowance			64,931				1,176,791				1,142,811
Accrued other			128,121				151,794				132,356
		$	2,802,666			$	3,819,937			$	4,029,378

6.	Revolving Line of Credit

7.	Common Stock

F-15

---

Table of Contents

8.	Redeemable Convertible Preferred Stock

		December 31,
		2003				2004
Series F; 1,412,430 shares authorized, issued and outstanding at December 31, 2004, net of issuance costs (liquidation preference $10,000,004)		$	—			$	9,944,637
Series E; 2,799,353 shares authorized, issued and outstanding at December 31, 2004 and 3,002,069 shares authorized, 2,799,353 issued and outstanding at December 31, 2003, net of issuance costs (liquidation preference $13,044,985)			12,922,735				12,922,465
Series D; 1,870,908 and 2,500,000 shares authorized, 1,870,908 issued and outstanding at December 31, 2004 and 2003, net of issuance costs (liquidation preference $7,000,002)			6,766,550				6,766,550
Series C; 1,470,000 shares authorized, issued and outstanding at December 31, 2004 and 2003, net of issuance costs (liquidation preference $5,500,005)			5,478,244				5,478,244
Series B; 668,185 shares authorized, issued and outstanding at December 31, 2004 and 2003, net of issuance costs (liquidation preference $1,000,006)			966,761				966,761
Series A; 1,336,370 shares authorized, issued and outstanding at December 31, 2004 and 2003, net of issuance costs (liquidation preference $1,550,189)			1,427,579				1,427,579
		$	27,561,869			$	37,506,236

	Conversion Rights

	Redemption Rights

	Dividend Rights

F-16

---

Table of Contents

	Voting Rights

	Liquidation Rights

	Change in Control

9.	Note Receivable from Stockholder

F-17

---

Table of Contents

10.	Stock Option Plan

F-18

---

Table of Contents

		Number of				Weighted Average
		Shares				Exercise Price
Outstanding at December 31, 2002			1,579,708			$	0.584
Granted			494,455				2.294
Exercised			(68,990	)			0.171
Canceled			(21,715	)			1.034
Outstanding at December 31, 2003			1,983,458				1.019
Granted			1,544,959				2.170
Exercised			(768,707	)			0.737
Canceled			(154,710	)			1.790
Outstanding at December 31, 2004			2,605,000				1.770
Weighted average fair value of options granted during 2004						$	0.416
Options available for future grant at December 31, 2004			290,973

						Options
						Outstanding								Options Exercisable
						Weighted
						Average				Weighted								Weighted
						Remaining				Average								Average
		Number				Contractual				Exercise				Number				Exercise
Exercise Price		Outstanding				Life				Price				Exercisable				Price
$0.0002			378,710				2.52	years		$	0.0002				378,710			$	0.0002
0.24			191,380				4.25				0.24				191,380				0.24
0.50			7,940				4.93				0.50				7,940				0.50
0.55			247,038				7.97				0.55				58,018				0.55
1.87			219,028				5.96				1.87				166,278				1.87
2.33			901,654				8.96				2.33				201,333				2.33
2.78			614,675				9.55				2.78				2,050				2.78
4.60			44,575				9.92				4.60				—				—
$0.0002-$4.60			2,605,000				7.48			$	1.770				1,005,709			$	0.863

F-19

---

Table of Contents

										Weighted				Weighted
										Average				Average								Deferred Stock
						# of Shares				Exercise				Reassessed				Intrinsic				Based
Grant Dates		Period				Granted				Price				Fair Value				Value				Compensation
7/1/04-9/30/04			Q3-04				306,675			$	2.7800	0		$	2.78000			$	0.00000			$	0
10/1/04-12/31/04			Q4-04				125,325			$	3.4273	3		$	3.42733			$	0.00000			$	0
1/1/05-3/31/05			Q1-05				555,625			$	4.8810	5		$	6.98110			$	2.10005			$	1,166,842
4/1/05-7/2/05			Q2-05				22,150			$	4.9600	0		$	10.05749			$	5.09749			$	112,909
							1,009,775															$	1,279,751

11.	Warrants

F-20

---

Table of Contents

12.	Income Taxes

			2002				2003				2004
Current
	Federal		$	—			$	33,285			$	89,794
	State			14,695				2,942				54,381
			$	14,695			$	36,227			$	144,175

				2003				2004
Deferred tax asset
	Net operating loss carryforwards			$	4,997,578			$	5,184,200
	Tax credits				735,387				1,019,900
	Reserves and accruals				5,313,241				5,228,000
		Total deferred tax asset			11,046,206				11,432,100
Valuation allowance					(11,046,206	)			(11,432,100	)
		Net deferred tax asset		$	—			$	—

F-21

---

Table of Contents

		2002				2003				2004
Expected federal income tax		$	(3,770,898	)		$	(2,521,382	)		$	123,531
Permanent items			5,914				21,874				45,112
State taxes			(551,993	)			(411,920	)			(302,183	)
Credits			75,011				(165,387	)			(165,600	)
Other			—				—				57,488
Increase in valuation allowance			4,256,661				3,113,042				385,827
		$	14,695			$	36,227			$	144,175

13.	Commitments and Contingencies

	Legal

F-22

---

Table of Contents

	Lease Obligations

			Operating Leases
2005			$	929,180
2006				771,989
2007				746,630
2008				766,394
2009				—
Thereafter				—
	Total minimum lease payments		$	3,214,193

	Guarantees and Indemnification Obligations

	Warranty

Balance, December 31, 2002		$	8,063
Provisions			1,514,165
Warranty settlements			—
Balance, December 31, 2003			1,522,228
Provisions			1,277,811
Warranty settlements			(1,401,657	)
Balance, December 31, 2004			1,398,382
Provisions			2,144,127
Warranty settlements			(1,514,084	)
Balance, July 2, 2005 (unaudited)		$	2,028,425

F-23

---

Table of Contents

	Restricted Cash

14.	Employee Benefits

15.	Related Party Transactions

16.	Business Segment Information

	Consumer

	Government and Industrial

F-24

---

Table of Contents

	Other

				Fiscal Year Ended												Six Months Ended
				December 31,				December 31,				December 31,				June 30,
				2002				2003				2004				2004				July 2, 2005
																(unaudited)
Revenue:
	Consumer			$	—			$	43,073,149			$	71,332,584			$	19,400,585			$	19,573,344
	Government & Industrial				—				11,243,003				23,231,496				8,777,533				23,383,198
	Other				14,816,508				—				479,069				431,430				62,037
		Total revenue			14,816,508				54,316,152				95,043,149				28,609,548				43,018,579
Cost of revenue:
	Consumer				—				27,386,629				48,281,833				12,279,393				14,497,592
	Government & Industrial				—				9,950,231				19,307,902				7,537,198				18,034,011
	Other				16,756,635				—				101,990				—				(11,118	)
		Total cost of revenue			16,756,635				37,336,860				67,691,725				19,816,591				32,520,485
Gross profit (loss):
	Consumer				—				15,686,520				23,050,751				7,121,192				5,075,752
	Government & Industrial				—				1,292,772				3,923,594				1,240,335				5,349,187
	Other				(1,940,127	)			—				377,079				431,430				73,155
		Total gross profit			(1,940,127	)			16,979,292				27,351,424				8,792,957				10,498,094
Research and development
	Other				1,735,831				3,848,010				5,504,321				2,563,083				5,712,525
Selling, general and administrative
	Other				7,128,105				20,521,298				21,404,106				9,188,128				12,061,316
Stock-based compensation
	Other				—				—				—				—				90,489
Other (expense) income, net
	Other				44,764				15,282				(79,762	)			(41,069	)			211,000
Income (loss) before income taxes
	Other			$	(10,759,299	)		$	(7,374,734	)		$	363,235			$	(2,999,323	)		$	(7,155,236	)

17.	Subsequent Event

F-25

---

Table of Contents

---

Table of Contents

---

Table of Contents

Item 13.	Other Expenses of Issuance and Distribution.

SEC registration fee			$	13,536
NASD filing fee				12,000
NASDAQ National Market listing fee				100,000
Printing and engraving expenses				*
Legal fees and expenses				*
Accounting fees and expenses				*
Blue Sky fees and expenses (including legal fees)				*
Transfer agent and registrar fees and expenses				*
Miscellaneous				*
	Total		$	*

*	To be filed by amendment.

Item 14.	Indemnification of Directors and Officers.

II-1

---

Table of Contents

II-2

---

Table of Contents

Item 15.	Recent Sales of Unregistered Securities.

(a)	Issuances of Capital Stock.

(b)	Grants and Exercises of Stock Options; Awards of Restricted Stock.

(c)	Issuance of Warrant.

Item 16.	Exhibits.

II-3

---

Table of Contents

Item 17.	Undertakings.

	(1) For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.
	(2) For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

II-4

---

Table of Contents

	iROBOT CORPORATION

	By:	/s/ Colin M. Angle

	Colin M. Angle
	Chief Executive Officer and Director

Signature				Title(s)
/s/ Helen Greiner   Helen Greiner				Chairman of the Board
/s/ Colin M. Angle   Colin M. Angle				Chief Executive Officer and Director (Principal Executive Officer)
/s/ Geoffrey P. Clear   Geoffrey P. Clear				Senior Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer)
/s/ Gerald C. Kent, Jr.   Gerald C. Kent, Jr.				Vice President and Controller (Principal Accounting Officer)
*   Ronald Chwang				Director
*   Jacques S. Gansler				Director
*   Rodney A. Brooks				Director
*   Andrea Geisser				Director

II-5

---

Table of Contents

Signature				Title(s)
*   George C. McNamee				Director
*   Peter Meekin				Director
*By:		/s/ Gerald C. Kent, Jr.   Gerald C. Kent, Jr. Attorney-in-fact

II-6

---

Table of Contents

Number				Description
	1	.1*		Form of Underwriting Agreement
	3	.1**		Amended and Restated Certificate of Incorporation of the Registrant
	3	.2**		Form of Second Amended and Restated Certificate of Incorporation of the Registrant (to be effective upon the completion of the offering)
	3	.3**		Amended and Restated By-laws of the Registrant
	4	.1*		Specimen Stock Certificate for shares of the Registrant’s Common Stock
	4	.2*		Shareholder Rights Agreement between the Registrant and Computershare Trust Company, Inc., as the Rights Agent
	5	.1*		Opinion of Goodwin Procter LLP
	10	.1**		Fifth Amended and Restated Registration Rights Agreement by and among the Registrant, the Investors and the Stockholders named therein, dated as of November 10, 2004
	10	.2†**		Form of Indemnification Agreement between the Registrant and its Directors and Executive Officers
	10	.3†**		Registrant’s 2005 Incentive Compensation Plan
	10	.4†**		Amended and Restated 1994 Stock Plan and forms of agreements thereunder
	10	.5†		Amended and Restated 2001 Special Stock Option Plan and form of agreement thereunder
	10	.6†**		Amended and Restated 2004 Stock Option and Incentive Plan and forms of agreements thereunder
	10	.7**		Lease Agreement between the Registrant and Burlington Crossing Office LLC for the premises located at 63 South Avenue, Burlington, Massachusetts, dated as of October 29, 2002, as amended
	10	.8**		Warrant to Purchase Common Stock of the Registrant issued to Silicon Valley Bank, dated as of January 30, 2003
	10	.9**		Loan and Security Agreement between the Registrant and Fleet National Bank, dated as of May 26, 2005
	10	.10†		Employment Agreement between the Registrant and Colin Angle, dated as of January 1, 1997
	10	.11†		Employment Agreement between the Registrant and Helen Greiner, dated as of January 1, 1997
	10	.12†		Employment Agreement between the Registrant and Geoffrey P. Clear, dated as of March 28, 2003
	10	.13†		Employment Agreement between the Registrant and Joseph W. Dyer, dated as of February 18, 2004
	10	.14†		Employment Agreement between the Registrant and Gregory F. White, dated as of February 18, 2004
	10	.15†		Independent Contractor Agreement between the Registrant and Rodney Brooks, dated as of December 30, 2002
	10	.16**		Government Contract DAAE07-03-9-F001 (Small Unmanned Ground Vehicle)
	10	.17**		Government Contract N00174-03-D-0003 (Man Transportable Robotic System)
	10	.18†**		2005 Stock Option and Incentive Plan and forms of agreements thereunder
	10	.19#**		Manufacturing and Services Agreement between the Registrant and Gem City Engineering Corporation, dated as of July 27, 2004
	10	.20†*		Non-Employee Directors’ Deferred Compensation Program
	23	.1*		Consent of Goodwin Procter LLP (included in Exhibit 5.1)
	23	.2		Consent of PricewaterhouseCoopers LLP
	24	.1		Power of Attorney (included in page II-5)

*	To be filed by amendment.

**	Previously filed.
†	Indicates a management contract or any compensatory plan, contract or arrangement.

#	Confidential treatment requested for portions of this document.

                                                                    Exhibit 10.5

                              AMENDED AND RESTATED
                         2001 SPECIAL STOCK OPTION PLAN
                              OF IROBOT CORPORATION


SECTION 1. ESTABLISHMENT AND PURPOSE.

         The purpose of this Plan is to amend and restate in its entirety the
2001 Special Stock Option Plan of the Company. The Plan is designed to offer
selected employees, directors and consultants an opportunity to acquire a
proprietary interest in the success of the Company, or to increase such
interest, by purchasing Shares of the Company's Common Stock. The Plan provides
both for the direct award or sale of Shares and for the grant of Options to
purchase Shares. Options granted under the Plan may include Nonstatutory options
as well as ISOs intended to qualify under section 422 of the Code.

SECTION 2. DEFINITIONS.

         (a) "Board of Directors" shall mean the Board of Directors of the
Company, as constituted from time to time.

         (b) "Code" shall mean the Internal Revenue Code of 1986, as amended
from time to time.

         (c) "Committee" shall mean a committee of the Board of Directors, as
described in Section 3(a).

         (d) "Company" shall mean iRobot Corporation, a Delaware corporation.

         (e) "Employee" shall mean (i) any employee of the Company or of a
Subsidiary as determined in accordance with the provisions of Treasury
Regulation Section 1.421-7(h) under the Code or any successor regulations
thereto, (ii) a member of the Board of Directors, (iii) an independent
contractor who performs services for the Company or a Subsidiary, and (iv) any
individual who is employed by any partnership in which the Company has a
substantial partnership interest.





Service as a member of the Board of Directors or as an independent contractor
shall be considered employment for all purposes of the Plan except the second
sentence of Section 4(a).

         (f) "Exercise Price" shall mean the amount for which one Share may be
purchased upon exercise of an Option, as specified by the Committee in the
applicable Stock Option Agreement.

         (g) "Fair Market Value" shall mean the fair market value of a Share, as
determined by the Committee in good faith. Such determination shall be
conclusive and binding on all persons.

         (h) "ISO" shall mean an employee incentive stock option described in
section 422(b) of the Code.

         (i) "Nonstatutory Option" shall mean an employee stock option not
described in section 422(b) or section 423(b) of the Code.

         (j) "Offeree" shall mean an individual to whom the Committee has
offered the right to acquire Shares under the Plan (other than upon exercise of
an Option).

         (k) "Option" shall mean an ISO or Nonstatutory Option granted under the
Plan and entitling the holder to purchase Shares.

         (1) "Optionee" shall mean an individual who holds an Option.

         (m) "Plan" shall mean this Amended and Restated 2001 Special Stock
Option Plan of iRobot Corporation.

         (n) "Purchase Price" shall mean the consideration for which one Share
may be acquired under the Plan (other than upon exercise of an Option), as
specified by the Committee.

         (o) "Service" shall mean service as an Employee.

         (p) "Share" shall mean one share of Stock, as adjusted in accordance
with Section 9 (if applicable).

         (q) "Stock" shall mean the Common Stock of the Company.

         (r) "Stock Option Agreement" shall mean the agreement between the
Company and an Optionee which contains the terms, conditions and restrictions
pertaining to his Option.




                                      -2-


         (s) "Stock Purchase Agreement" shall mean the agreement between the
Company and an Offeree who acquires Shares under the Plan which contains the
terms, conditions and restrictions pertaining to the acquisition of such Shares.

         (t) "Subsidiary" shall mean any corporation, if the Company and/or one
or more other Subsidiaries own not less than 50 percent of the total combined
voting power of all classes of outstanding stock of such corporation. A
corporation that attains the status of a Subsidiary on a date after the adoption
of the Plan shall be considered a Subsidiary commencing as of such date.

         (u) "Total and Permanent Disability" shall mean that the Optionee is
unable to engage in any substantial gainful activity by reason of any medically
determinable physical or mental impairment which can be expected to result in
death or which has lasted, or can be expected to last, for a continuous period
of not less than six months.

SECTION 3. ADMINISTRATION.

         (a) Committee Membership. The Plan shall be administered by the
Committee, which shall consist of three members of the Board of Directors. The
members of the Committee shall be appointed by the Board of Directors. If no
Committee has been appointed, the entire Board of Directors shall constitute the
Committee.

         (b) Committee Procedures. The Board of Directors shall designate one of
the members of the Committee as chairman. The Committee may hold meetings at
such times and places as it shall determine. The acts of a majority of the
Committee members present at meetings at which a quorum exists, or acts reduced
to or approved in writing by all Committee members, shall be valid acts of the
Committee.

         (c) Committee Responsibilities. Subject to the provisions of the Plan,
the Committee shall have full authority and discretion to take the following
actions:

                  (i) To interpret the Plan and to apply its provisions;

                  (ii) To adopt, amend or rescind rules, procedures and forms
         relating to the Plan;



                                      -3-



                  (iii) To authorize any person to execute, on behalf of the
         Company, any instrument required to carry out the purposes of the Plan;

                  (iv) To determine when Shares are to be awarded or offered for
         sale and when Options are to be granted under the Plan;

                  (v) To select the Offerees and Optionees;

                  (vi) To determine the number of Shares to be offered to each
         Offeree or to be made subject to each Option; (vii) To prescribe the
         terms and conditions of each award or sale of Shares, including
         (without limitation) the Purchase Price, and to specify the provisions
         of the Stock Purchase Agreement relating to such award or sale;

                  (viii) To prescribe the terms and conditions of each Option,
         including (without limitation) the Exercise Price, to determine whether
         such Option is to be classified as an ISO or as a Nonstatutory Option,
         and to specify the provisions of the Stock Option Agreement relating to
         such Option;

                  (ix) To amend any outstanding Stock Purchase Agreement or
         Stock Option Agreement, subject to applicable legal restrictions and to
         the consent of the Offeree or Optionee who entered into such agreement;
         and

                  (x) To take any other actions deemed necessary or advisable
         for the administration of the Plan.

All decisions, interpretations and other actions of the Committee shall be final
and binding on all Offerees, all Optionees, and all persons deriving their
rights from an Offeree or Optionee. No member of the Committee shall be liable
for any action that he has taken or has failed to take in good faith with
respect to the Plan, any Option, or any right to acquire Shares under the Plan.



                                      -4-


         (d) Financial Reports. Not less often than annually, the Company shall
furnish to Optionees and Offerees reports of its financial condition, unless
such Optionees and Offerees have access to equivalent information through their
employment. Such reports need not be audited.

SECTION 4. ELIGIBILITY.

         (a) General Rule. Only Employees shall be eligible for designation as
Optionees or Offerees by the Committee. In addition, only individuals who are
employees of the Company or of a Subsidiary as determined in accordance with the
provisions of Treasury Regulation Section 1.421-7(h) under the Code or any
successor regulations thereto shall be eligible for the grant of ISOs.

         (b) Ten-Percent Shareholders. An Employee who owns more than 10 percent
of the total combined voting power of all classes of outstanding stock of the
Company or any of its Subsidiaries shall not be eligible for designation as an
Optionee of an ISO unless (i) the Exercise Price is at least 110 percent of the
Fair Market Value of a Share on the date of grant, and (ii) such ISO by its
terms is not exercisable after the expiration of five years from the date of
grant.

         (c) Attribution Rules. For purposes of Subsection (b) above, in
determining stock ownership, an Employee shall be deemed to own the stock owned,
directly or indirectly, by or for his brothers and sisters (whether by the whole
or half blood), spouse, ancestors and lineal descendants. Stock owned, directly
or indirectly, by or for a corporation, partnership, estate or trust shall be
deemed to be owned proportionately by or for its shareholders, partners or
beneficiaries. Stock with respect to which such Employee holds an option shall
not be counted.

         (d) Outstanding Stock. For purposes of Subsection (b) above,
"outstanding stock" shall include all stock actually issued and outstanding
immediately after the grant. "Outstanding stock" shall not include shares
authorized for issuance under outstanding options held by the Employee or by any
other person.





                                      -5-


SECTION 5. STOCK SUBJECT TO PLAN.

         (a) Basic Limitation. Shares offered under the Plan shall be authorized
but unissued Shares or shares of Stock reacquired in any manner. The aggregate
number of Shares which may be issued under the Plan (upon exercise of Options or
other rights to acquire Shares) shall not exceed 544,300 Shares, subject to
adjustment pursuant to Section 9. The number of Shares which are subject to
Options or other rights outstanding at any time under the Plan shall not exceed
the number of Shares which then remain available for issuance under the Plan.
The Company, during the term of the Plan, shall at all times reserve and keep
available sufficient Shares to satisfy the requirements of the Plan.

         (b) Additional Shares. In the event that any outstanding Option or
other right for any reason expires or is cancelled or otherwise terminated, the
Shares allocable to the unexercised portion of such Option or other right shall
again be available for issuance under the Plan. In the event that Shares are
reacquired by the Company pursuant to a forfeiture provision, a right of
repurchase, a right of first refusal or a transaction under Section 8(b), such
Shares shall again be available for the issuance under the Plan, provided that
Shares that were acquired pursuant to the exercise of an Option which are
subsequently reacquired by the Company shall not be available for issuance
pursuant to the exercise of another Option (except as specifically provided in
Section 5(a)) and provided further that, the cumulative number of such Shares
that are available for reissuance under the Plan will not exceed 544,300 Shares.

         (c) Per-Participant Limit. Subject to adjustment under Section 9, no
Employee may receive rights to acquire Shares under the Plan (whether by way of
Option or otherwise) during any one fiscal year that exceeds 500,000 Shares.

SECTION 6. TERMS AND CONDITIONS OF AWARDS OR SALES.

         (a) Stock Purchase Agreement. Each award or sale of Shares under the
Plan (other than upon exercise of an Option) shall be evidenced by a Stock
Purchase Agreement between the Offeree and the Company. Such award or sale shall
be subject to all applicable terms and conditions of the Plan and may be



                                      -6-



subject to any other terms and conditions which are not inconsistent with the
Plan and which the Committee deems appropriate for inclusion in a Stock Purchase
Agreement. The provisions of the various Stock Purchase Agreements entered into
under the Plan need not be identical.

         (b) Duration of Offers and Nontransferability of Rights. Any right to
acquire Shares under the Plan (other than an Option) shall automatically expire
if not exercised by the Offeree within 30 days after the grant of such right was
communicated to him by the Committee. Such right shall not be transferable and
shall be exercisable only by the Offeree to whom such right was granted.

         (c) Purchase Price. The Purchase Price of Shares to be offered under
the Plan shall be determined by the Committee, in its sole and absolute
discretion, and may be less than, equal to, or greater than the Fair Market
Value of such Shares but in no event shall be less than the par value of such
Shares. The Purchase Price shall be payable in a form described in Section 8.

         (d) Withholding Taxes. As a condition to the award or purchase of
Shares, the Offeree shall make such arrangements as the Committee may require
for the satisfaction of any federal, state or local withholding tax obligations
that may arise in connection with such award or purchase.

         (e) Restrictions on Transfer of Shares. Any Shares awarded or sold
under the Plan shall be subject to such special forfeiture, conditions, rights
of repurchase, rights of first refusal and other transfer restrictions as the
Committee may determine. Such restrictions shall be set forth in the applicable
Stock Purchase Agreement and shall apply in addition to any general restrictions
that may apply to all holders of Shares.

SECTION 7. TERMS AND CONDITIONS OF OPTIONS.

         (a) Stock Option Agreement. Each grant of an Option under the Plan
shall be evidenced by a Stock Option Agreement between the Optionee and the
Company. Such Option shall be subject to all applicable terms and conditions of
the Plan and may be subject to any other terms and conditions which are not
inconsistent with

                                      -7-



the Plan and which the Committee deems appropriate for inclusion in a Stock
Option Agreement. The provisions of the various Stock Option Agreements entered
into under the Plan need not be identical.

         (b) Number of Shares. Each Stock Option Agreement shall specify the
number of Shares that are subject to the Option and shall provide for the
adjustment of such number in accordance with Section 9. The Stock Option
Agreement shall also specify whether the Option is an ISO or a Nonstatutory
Option. In no event shall the aggregate Fair Market Value of Stock (determined
at the time an ISO is granted) for which ISOs granted to any Employee are
exercisable for the first time by such Employee during any calendar year (under
all stock option plans of the Company and any Subsidiary) exceed One Hundred
Thousand Dollars ($100,000); provided, however, that this limitation shall have
no force or effect if its inclusion in the Plan is not necessary for Options
issued as ISOs to qualify as incentive stock options within the meaning of
Section 422 of the Code. Any Option which would, but for its failure to satisfy
the foregoing restriction, qualify as an ISO shall nevertheless be a valid
Option, but to the extent of such failure it shall be deemed to be a
Nonstatutory Option.

         (c) Exercise Price. Each Stock Option Agreement shall specify the
Exercise Price. The Exercise Price of an ISO shall not be less than 100 percent
of the Fair Market Value of a Share on the date of grant, except as otherwise
provided in Section 4(b). The Exercise Price of a Nonstatutory option shall be
determined by the Committee, in its sole and absolute discretion, and may be
less than, equal to, or greater than the Fair Market Value of a Share on the
date of grant. The Exercise Price shall be payable in a form described in
Section 8.

         (d) Withholding Taxes. As a condition to the exercise of an Option, the
Optionee shall make such arrangements as the Committee may require for the
satisfaction of any federal, state or local withholding tax obligations that may
arise in connection with such exercise. The Optionee shall also make such
arrangements as the Committee may require for the satisfaction of any federal,
state or local withholding tax obligations that may arise in connection with the
disposition of Shares acquired by exercising an Option.



                                      -8-


         (e) Exercisability and Term. Each Stock Option Agreement shall specify
the date(s) or event(s) when all or any installment of the Option is to become
exercisable. The vesting of any Option shall be determined by the Committee at
its sole discretion. The Stock Option Agreement shall also specify the term of
the Option. The term shall not exceed 10 years from the date of grant, except as
otherwise provided in Section 4(b). Subject to the preceding sentence, the
Committee at its sole discretion shall determine when an Option is to expire.

         (f) Nontransferability. During an Optionee's lifetime, his Option(s)
shall be exercisable only by him and shall not be transferable. In the event of
an Optionee's death, his Option(s) shall not be transferable other than by will
or by the laws of descent and distribution.

         (g) Termination of Service (Except by Death). If an Optionee's Service
terminates for any reason other than his death, then his Option(s) shall expire
on the earliest of the following occasions:

                  (i) The expiration date determined pursuant to Subsection (e)
         above;

                  (ii) The date 60 days after the termination of his Service for
         any reason other than Total and permanent disability; or

                  (iii) The date six months after the termination of his Service
         by reason of Total and Permanent Disability.

The Optionee may exercise all or part of his Option(s) at any time before the
expiration of such Option(s) under the preceding sentence, but only to the
extent that such Option(s) had become exercisable before his Service terminated
or became exercisable as a result of the termination. The balance of such
Option(s) shall lapse when the Optionee's Service terminates. In the event that
the Optionee dies after the termination of his Service but before the expiration
of his Option(s), all or part of such Option(s) may be exercised (prior to
expiration) by the executors or administrators of the Optionee's estate or by
any person who has acquired such Option(s) directly from him by bequest or
inheritance, but only to the extent that such Option(s) had become exercisable
before his Service terminated or became exercisable as a result of the
termination.


                                      -9-


         (h) Leaves of Absence. For purposes of Subsection (g) above, Service
shall be deemed to continue while the Optionee is on military leave, sick leave
or other bona fide leave of absence (as determined by the Committee). The
foregoing notwithstanding, in the case of an ISO granted under the Plan, Service
shall not be deemed to continue beyond the first 90 days of such leave, unless
the Optionee's reemployment rights are guaranteed by statute or by contract.

         (i) Death of Optionee. If an Optionee dies while he is in Service, then
his Option(s) shall expire on the earlier of the following dates:

                  (i) The expiration date determined pursuant to Subsection (e)
         above; or

                  (ii) The date six months after his death.

All or part of the Optionee's Option(s) may be exercised at any time before the
expiration of such Option(s) under the preceding sentence by the executors or
administrators of his estate or by any person who has acquired such Option(s)
directly from him by bequest or inheritance, but only to the extent that such
Option(s) had become exercisable before his death or became exercisable as a
result of his death. The balance of such Option(s) shall lapse when the Optionee
dies.

         (j) No Rights as a Shareholder. An Optionee, or a transferee of an
Optionee, shall have no rights as a shareholder with respect to any Shares
covered by his Option until the date of the issuance of a stock certificate for
such Shares. No adjustments shall be made, except as provided in Section 9.

        (k) Modification, Extension and Renewal of Options. Within the
limitations of the Plan, the Committee may modify, extend or renew outstanding
Options or may accept the cancellation of outstanding Options (to the extent not
previously exercised) in return for the grant of new Options at the same or a
different price. The foregoing notwithstanding, no modification of an Option
shall, without the consent of the Optionee, impair his rights or increase his
obligations under such Option.

                                      -10-



         (1) Restrictions on Transfer of Shares. Any Shares issued upon exercise
of an Option shall be subject to such special forfeiture conditions, rights of
repurchase, rights of first refusal and other transfer restrictions as the
Committee may determine. Such restrictions shall be set forth in the applicable
Stock Option Agreement and shall apply in addition to any general restrictions
that may apply to all holders of Shares.

SECTION 8. PAYMENT FOR SHARES.

         (a) General Rule. The entire Purchase Price or Exercise Price of Shares
issued under the Plan shall be payable in cash or check payable to the order of
the Company at the time when such Shares are purchased, except as provided in
Subsections (b), (c), (d) and (e) below.

         (b) Surrender of Stock. To the extent that a Stock Option Agreement so
provides, payment may be made all or in part with Shares which have already been
owned by the Optionee or his representative for more than 12 months and which
are surrendered to the Company in good form for transfer. Such Shares shall be
valued at their Fair Market Value on the date when the new Shares are purchased
under the Plan.

         (c) Services Rendered. At the discretion of the Committee, Shares may
be awarded under the Plan in consideration of services rendered to the Company
or a Subsidiary prior to the award. If Shares are awarded without the payment of
a Purchase Price in cash, the Committee shall make a determination (at the time
of the award) of the value of the services rendered by the Offeree and the
sufficiency of the consideration to meet the requirements of Section 6(c) and
applicable law.

         (d) Full Recourse Note. At the discretion of the Committee, a portion
of the Purchase Price or Exercise Price of Shares issued under the Plan may be
payable by the issuance and delivery to the Company or a Subsidiary by the
Optionee or Offeree of a personal full recourse note of the Optionee or Offeree
bearing interest payable not less than annually at no less than 100% of the
lowest applicable Federal rate as determined in accordance with Section 1274(d)
of the Code; provided such note is secured by the Shares so purchased;



                                      -11-


provided further that the Optionee or Offeree deliver to the Company cash or a
check payable to the order of the Company in an amount equal to the aggregate
par value of the Shares to be issued.

         (e) Cashless Exercise. Only if the Stock is then publicly traded and
only in the case of the exercise of an Option, delivery of an irrevocable and
unconditional undertaking by a creditworthy broker to deliver promptly to the
Company sufficient funds to pay the Exercise Price of an Option, or delivery by
the Optionee 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 payable to the order of the Company sufficient to pay the Exercise Price
of an Option.

SECTION 9. ADJUSTMENT OF SHARES.

         (a) General. In the event of a subdivision of the outstanding Stock, a
declaration of a dividend payable in Shares, a declaration of a dividend payable
in a form other than Shares in an amount that has a material effect on the value
of Shares, a combination or consolidation of the outstanding Stock (by
reclassification or otherwise) into a lesser number of Shares, a
recapitalization or a similar occurrence, the Committee shall make appropriate
adjustments in one or more of (i) the number of Shares available for future
grants under Section 5, (ii) the number of Shares covered by each outstanding
Option, or (iii) the Exercise Price under each outstanding Option.

         (b) Mergers and Other Reorganizations. In the event that the Company is
to be consolidated with or acquired by another entity in a merger, sale of all
or substantially all of the Company's assets or otherwise, all outstanding
Options shall be subject to the agreement governing such transaction. Such
agreement shall provide (i) for the assumption of outstanding Options by the
surviving corporation or its parent or for its continuation by the Company (if
the Company is a surviving corporation), without the Optionees' consent, (ii)
for the acceleration of the exercisability of outstanding Options followed by
their cancellation if not exercised, without the Optionees' consent (and any
such cancellation shall not occur earlier than 30 days after such acceleration
is


                                      -12-


effective and the Optionees have been notified of such acceleration), (iii) for
a limited period of exercise of outstanding Options to the extent then
exercisable, without the Optionees' consent, upon notice to the Optionees,
followed by its cancellation if not exercised (and any such cancellation shall
not occur earlier than 30 days after such limited period of exercise is
effective and the Optionees have been notified of such), or (iv) for the
termination of outstanding Options in exchange for a cash payment equal to the
difference between the Fair Market Value of one Share (if greater than the
Exercise Price) and the Exercise Price multiplied by the number of Shares
issuable upon exercise of such outstanding Options, but only with the Optionees'
consent.

         (c) Dissolution or Liquidation. In the event of the proposed
dissolution or liquidation of the Company, all outstanding Options granted
hereunder shall terminate immediately prior to the consummation of such action
or at such other time and subject to such other conditions as shall be
determined by the Committee.

         (d) Reservation of Rights. Except as provided in this Section 9, an
Optionee or Offeree shall have no rights by reason of any subdivision or
consolidation of shares of stock of any class, the payment of any dividend or
any other increase or decrease in the number of shares of stock of any class.
Any issue by the Company of shares of stock of any class, or securities
convertible into shares of stock of any class, shall not affect, and no
adjustment by reason thereof shall be made with respect to, the number or
Exercise Price of the Shares subject to an Option. The grant of an Option
pursuant to the Plan shall not affect in any way the right or power of the
Company to make adjustments, reclassifications, reorganizations or changes of
its capital or business structure, to merge or consolidate or to dissolve,
liquidate, sell or transfer all or any part of its business or assets. Any
shares of the capital stock of the Company issued or issuable pursuant to the
foregoing adjustments shall be subject to the same restrictions imposed on the
Options granted under the Plan and the Shares issued or issuable upon exercise
of such Options.

         (e) Fractional Shares. No fractional shares shall be issued under the
Plan and the Optionees shall receive from the Company cash in lieu of such
fractional shares.




                                      -13-


SECTION 10. LEGAL REQUIREMENTS.

         (a) Securities Laws. Shares shall not be issued under the Plan unless
the issuance and delivery of such Shares comply with (or are exempt from) all
applicable requirements of law, including (without limitation) the Securities
Act of 1933, as amended, the rules and regulations promulgated thereunder, state
securities laws and regulations, and the regulations of any stock exchange on
which the Company's securities may then be, listed.

         (b) S Corporation Status. In the event that the Company is an S
corporation," as defined in section 1361(a) of the Code, Shares shall not be
issued under the Plan if the issuance or delivery of such Shares would cause the
Company to lose its status as an "S corporation."

SECTION 11. NO EMPLOYMENT RIGHTS.

         No provision of the Plan, nor any right or Option granted under the
Plan, shall be construed to give any person any right to become, to be treated
as, or to remain an Employee. The Company and its Subsidiaries reserve the right
to terminate any person's Service at any time and for any reason.

SECTION 12. DURATION AND AMENDMENTS; GOVERNING LAW; CONFIDENTIALITY.

         (a) Term of the Plan. The Plan, as set forth herein, shall become
effective on October 30, 2001, subject to the approval of the Company's
shareholders. In the event that the shareholders fail to approve the Plan within
12 months after its adoption by the Board of Directors, any Option grants or
Stock awards already made shall be null and void, and no additional Option
grants or Stock awards shall be made after such date. The Plan shall terminate
automatically on October 30, 2011 and may be terminated on any earlier date
pursuant to Subsection (b) below.

         (b) Right to Amend or Terminate the Plan. The Board of Directors may
amend, suspend or terminate the Plan at any time and for any reason; provided,
however, that any amendment of the Plan which increases the number of Shares
available for issuance under the Plan (except as provided in Section 9), or
which materially



                                      -14-



changes the class of persons who are eligible for the grant of ISOs, shall be
subject to the approval of the Company's shareholders. Shareholder approval
shall not be required for any other amendment of the Plan.

         (c) Effect of Amendment or Termination. No Shares shall be issued or
sold under the Plan after the termination thereof, except upon exercise of an
Option granted prior to such termination. The termination of the Plan, or any
amendment thereof, shall not affect any Share previously issued or any Option
previously granted under the Plan.

         (d) Governing Law. The Plan and all awards or sales of Shares or grants
of Options hereunder shall be governed and interpreted in accordance with the
laws of the State of Delaware, without regard to any applicable conflicts of
law.

         (e) Confidentiality. Notwithstanding anything to the contrary in this
Plan or any Stock Purchase Agreement or Stock Option Agreement entered into
under this Plan, nothing shall in any way limit the ability of the Company or
any Offeree or Optionee to disclose to any person the tax treatment and tax
structure of any right to purchase Shares granted hereunder.

SECTION 13. EXECUTION.

         To record the adoption of the Plan, the Company has caused its
authorized officer to execute the same.

                                          iRobot Corporation



                                          By:    /s/ Colin Angle
                                                 -------------------------------
                                          Title: Chief Executive Officer



                                      -15-




                               iROBOT CORPORATION
                       RESTRICTED STOCK PURCHASE AGREEMENT


         THE SHARES OF COMMON STOCK ISSUABLE PURSUANT TO THIS RESTRICTED STOCK
PURCHASE AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE PLEDGED, HYPOTHECATED, SOLD,
TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION
STATEMENT FOR THE OPTION OR THE SHARES UNDER THE SECURITIES ACT, OR AN OPINION
OF COUNSEL, WHICH IS SATISFACTORY TO THE CORPORATION AND ITS COUNSEL, THAT SUCH
REGISTRATION IS NOT REQUIRED.

         iRobot Corporation (the "Company") hereby issues and sells the shares
of its common stock specified below (the "Shares") pursuant to its Amended and
Restated 2001 Special Stock Option Plan. The terms and conditions attached
hereto are also a part hereof.

         Name of purchaser (the "Stockholder"):

         Date:

         Number of shares sold hereunder:

         Purchase price per share:

         Form of payment:

         Number of Shares that are Vested Shares
         on the Vesting Start Date:

         Number of Shares that are Unvested Shares
         on the Vesting Start Date:

         Vesting Start Date:

                  Vesting Schedule:


         This stock purchase satisfies in full all commitments that the Company
has to the Stockholder with respect to the issuance of restricted stock.

================================================================================

                                             iRobot Corporation


- ------------------------------------         By:
Signature of Stockholder                        --------------------------------
                                                Name of Officer:
Street Address:                                 Title:





                               iROBOT CORPORATION

    RESTRICTED STOCK PURCHASE AGREEMENT -- INCORPORATED TERMS AND CONDITIONS

         iRobot Corporation (the "Company") agrees to sell to the Stockholder,
and the Stockholder agrees to purchase from the Company, shares of the Company's
common stock ("Common Stock") on the following terms and conditions:

         1. Grant Under Plan. This stock purchase is made pursuant to and is
governed by the Company's Amended and Restated 2001 Special Stock Option Plan
(the "Plan") and, unless the context otherwise requires, terms used herein shall
have the same meanings as in the Plan. The Stockholder acknowledges receipt of a
copy of the Plan.

         2. Purchase and Sale of Stock; Payment of Purchase Price. The Company
hereby sells and the Stockholder hereby purchases the Shares specified on the
cover page at the price specified thereon. The purchase price is being paid by
the Stockholder upon execution and delivery of this agreement as set forth on
the cover page hereof. The Company will promptly issue a certificate or
certificates registered in the Stockholder's name representing the Shares, with
such certificates to be held in escrow in accordance with the terms hereof.

         3. Vesting if Business Relationship Continues.

                  (a) Vesting Schedule. If the Stockholder has continuously
         maintained a Business Relationship with the Company through the vesting
         dates specified on the cover page hereof, Unvested Shares shall become
         Vested Shares (or shall "vest") on such dates in an amount equal to the
         number of shares set opposite the applicable date on the cover page.
         The Stockholder agrees not to sell, assign, transfer, pledge,
         hypothecate, gift, mortgage or otherwise encumber or dispose of (except
         to the Company or any successor to the Company) all or any Unvested
         Shares or any interest therein, and any Unvested Shares shall be held
         in escrow by the Company in accordance with the terms of Section 6
         below unless and until they become Vested Shares or are repurchased by
         the Company pursuant to Section 4 below. If the Stockholder's Business
         Relationship with the Company ceases, voluntarily or involuntarily,
         with or without cause, no Unvested Shares shall become Vested Shares
         thereafter under any circumstances with respect to the Stockholder. Any
         determination under this agreement as to the status of a Business
         Relationship or other matters referred to above shall be made in good
         faith by the Board of Directors of the Company. The Board of Directors,
         in its discretion, may accelerate any vesting dates.

                  (b)(i) Accelerated Vesting Based on Earning of Incentive
         Compensation. Notwithstanding the provisions of Section 3(a) above, if
         the Stockholder has continuously maintained a Business Relationship
         with the Company through the dates specified below, the Unvested Shares
         shall become Vested Shares (or shall "vest") on the following schedule:

                  One Year from the Vesting Start Date:       (A/4) Shares

                  Two Years from Vesting Start Date:          (A/4) Shares

                  Three Years from Vesting Start Date:        (A/4) Shares

                  Four Years from Vesting Start Date:         (A/4) Shares


Restricted Stock Purchase Agreement
May 2004
Page 2





         Where:

         B = the lesser of: (i) the total Incentive Compensation Bonus earned by
         the Stockholder for Fiscal Year       as determined by the Compensation
         Committee of the Company's Board of Directors and (ii)     ;

         P = $  ; and

         A = B/P.


                  (c) Accelerated Vesting Due to Mergers and Other
         Reorganizations. In the event that the Company is to be consolidated
         with or acquired by another entity in a merger, sale of substantially
         all of the Company's assets or otherwise, during the Stockholders
         Business Relationship and there are then any Unvested Shares, such
         agreement shall provide for substantially similar terms as are provided
         for under Section 9(b) of the Plan (to the extent applicable).

                  (d) Termination of Employment. For purposes hereof, employment
         shall not be considered as having terminated during any military leave,
         sick leave or other bona fide leave if such leave has been approved in
         writing by the Company and if such written approval contractually
         obligates the Company to continue the employment of the Stockholder
         after the approved period of absence; in the event of such an approved
         leave of absence, vesting of Unvested Shares shall be suspended (and
         the period of the leave of absence shall be added to all vesting dates)
         unless otherwise provided in the Company's written approval of the
         leave of absence. For purposes hereof, a termination of employment
         followed by another Business Relationship shall be deemed a termination
         of the Business Relationship with all vesting to cease unless the
         Company enters into a written agreement related to such other Business
         Relationship in which it is specifically stated that there is no
         termination of the Business Relationship under this agreement. This
         agreement shall not be affected by any change of employment within or
         among the Company and its Subsidiaries so long as the Stockholder
         continuously remains an employee of the Company or any Subsidiary.

                  (e) Business Relationship. For purposes hereof, Business
         Relationship shall include service to the Company or its successor in
         the capacity of an employee, officer, director or consultant.

         4. Restrictions on Transfer; Purchase by the Company. The Stockholder
may not sell, assign, transfer, pledge, encumber or dispose of ("Transfer") all
or any of his or her Unvested Shares except to the Company pursuant to this
Section 4, and may Transfer Vested Shares only in accordance with the transfer
restrictions provided in this Section 4 or elsewhere in this agreement. The
Stockholder may not at any time transfer any Shares to any individual,
corporation, partnership or other entity that engages in any business activity
that is in competition, directly or indirectly, with the products or services
being developed, manufactured or sold by the Company. The determination of
whether any proposed transferee engages in any business activity that is in
competition with those of the Company shall be made by the Board of Directors of
the Company in good faith. This prohibition shall be applicable in addition to
and separately from the other provisions hereof.

         Upon the termination of the Stockholder's Business Relationship, the
Stockholder shall sell to the Company (or the Company's assignee) and the
Company shall purchase all Unvested Shares in


Restricted Stock Purchase Agreement
May 2004
Page 3





accordance with the procedures set forth below. In addition, the Company (or the
Company's assignee) may (but shall not be obligated to) purchase from
Stockholder all but not less than all Vested Shares in accordance with the
procedures set forth below. The purchase price (the "Repurchase Price") of such
Shares (the "Repurchased Shares") shall be in the case of Unvested Shares, the
price paid for them (subject to adjustment as herein provided) and in the case
of Vested Shares, shall be the greater of (i) the price paid for them (subject
to adjustment as herein provided) and (ii) the product of the Fair Market Value
(as defined in the Plan) at the time of repurchase and the number of Vested
Shares to be repurchased. The sale of the Unvested Shares shall take place
automatically upon termination of the Stockholder's Business Relationship. Such
sale shall be effected by the Escrow Holder's (as defined below) delivery to the
Company of a certificate or certificates evidencing the Unvested Shares, duly
endorsed for transfer to the Company. Upon receipt thereof, the Company shall
mail a check for the applicable Repurchase Price to the Stockholder or shall
cancel indebtedness owed to the Company by the Stockholder by written notice
mailed to the Stockholder, or both. The Company's right of repurchase with
respect to Vested Shares shall be exercisable by written notice delivered to the
Stockholder within 60 days following the termination of the Stockholders
Business Relationship. Such notice shall set forth the date on which the
repurchase is to be effected and shall not be more than 30 days after the date
of the notice. In order to effect such sale, the Company shall mail a check for
the applicable Repurchase Price to the Stockholder or shall cancel indebtedness
owed to the Company by the Stockholder by written notice mailed to the
Stockholder, or both. Upon the mailing of a check in payment of the purchase
price in accordance with the terms hereof or cancellation of indebtedness as
aforesaid, the Company shall become the legal and beneficial owner of the Shares
being repurchased and all rights and interests therein or relating thereto, and
the Company shall have the right to retain and transfer to its own name or
cancel the number of Shares being repurchased by the Company. As part of the
sale (but not as a condition to its effectiveness), the Stockholder (or, if
applicable, the Escrow Holder) shall deliver to the Company a certificate or
certificates evidencing the Vested Shares, duly endorsed for transfer to the
Company.

         Notwithstanding the foregoing and the provisions of Section 9, a
Stockholder may transfer: (i) all or any Vested Shares as a gift to any family
member or to any trust or similar estate planning entity for the benefit of any
such family member or the Stockholder provided that any such transferee shall
agree in writing with the Company, as a condition precedent to such transfer, to
be bound by all of the provisions of this agreement to the same extent as if
such transferee were the Stockholder, or (ii) any or all Vested Shares by will
or the laws of descent and distribution, in which event each such transferee
shall be bound by all of the provisions of this agreement to the same extent as
if such transferee were the Stockholder or (iii) any or all Vested or Unvested
Shares by court order, in which event each such transferee shall be bound by all
of the provisions of this agreement to the same extent as if such transferee
were the Stockholder. As used herein, the word "family" shall include any
spouse, lineal ancestor or descendant (whether natural or adoptive), brother or
sister of the Stockholder.

         5. Investment Representation. The Stockholder represents, warrants and
acknowledges that the Stockholder: (i) has had an opportunity to ask questions
of and receive answers from a Company representative concerning the terms and
conditions of this investment; (ii) is acquiring the Shares with the
Stockholder's own funds, for the Stockholder's own account for the purpose of
investment, and not with a view to any resale or other distribution thereof in
violation of the Securities Act of 1933, as amended (the "Securities Act");
(iii) is a sophisticated investor with such knowledge and experience in
financial and business matters as to be able to evaluate the merits and risks of
an investment in the Shares and that the Stockholder is able to and must bear
the economic risk of the investment in the Shares for an indefinite period of
time because the Shares have not been registered under the Securities Act, and
therefore, cannot be offered or sold unless they are subsequently registered
under the Securities Act or an exemption from such registration is available.
Furthermore, the Company may place legends on any stock certificate


Restricted Stock Purchase Agreement
May 2004
Page 4





representing the Shares with the securities laws and contractual restrictions
thereon and issue related stop transfer instructions.

         The Stockholder acknowledges and understands that the Shares have not
been registered under the Securities Act, nor registered pursuant to the
provisions of the securities laws or other laws of any other applicable
jurisdictions, in reliance on exemptions for private offerings contained in
Section 4(2) of the Securities Act and in the laws of such jurisdictions. The
Stockholder further understands that the Company has no intention and is under
no obligation to register the Shares under the Securities Act or to comply with
the requirements for any exemption that might otherwise be available, or to
supply the Stockholder with any information necessary to enable the Stockholder
to make routine sales of the Shares under Rule 144 or any other rule of the
Securities and Exchange Commission.

         6. Escrow of Shares. All Unvested Shares shall be held in escrow by the
Company, as escrow holder ("Escrow Holder").

         The Escrow Holder is hereby directed to transfer the Unvested Shares in
accordance with this agreement or instructions signed by both the Stockholder
and the Company. If the Company or any assignee exercises its repurchase rights
hereunder, the Escrow Holder, upon receipt of written notice of such exercise
from the Company or such assignee, shall take all steps necessary to accomplish
such transfer. The Stockholder hereby grants the Escrow Holder an irrevocable
power of attorney coupled with an interest to take any and all actions required
to effect such transfer.

         The Escrow Holder may act in reliance upon advice of counsel in
reference to any matter(s) connected with this agreement, and shall not be
liable for any mistake of fact or error of judgment, or for any acts or
omissions of any kind, unless caused by its willful misconduct or gross
negligence.

         With respect to any Unvested Shares that become Vested Shares, the
Company, upon the written request of the Stockholder, shall promptly issue a new
certificate for the number of shares which have become Vested Shares and shall
deliver such certificate to the Stockholder and shall deliver to the Escrow
Holder a new certificate for the remaining Unvested Shares in exchange for the
certificate then being held by the Escrow Holder.

         Subject to the terms hereof, the Stockholder shall have all the rights
of a stockholder with respect to the Unvested Shares while they are held in
escrow, including without limitation, the right to vote the Unvested Shares and
receive any cash dividends declared thereon. If, from time to time while the
Escrow Holder is holding Unvested Shares, there is any stock dividend, stock
split or other change in or respecting such shares, any and all new, substituted
or additional securities to which the Stockholder is entitled by reason of his
or her ownership of the Unvested Shares shall be immediately subject to this
escrow, deposited with the Escrow Holder and included thereafter as "Unvested
Shares" for purposes of this agreement and the repurchase rights of the Company.

         7. Certain Tax Matters. If the Company in its discretion determines
that it is obligated to withhold any tax in connection with the transfer of, or
the lapse of restrictions on, the Shares, the Stockholder hereby agrees that the
Company may withhold from the Stockholder's wages or other remuneration the
appropriate amount of tax. At the discretion of the Company, the amount required
to be withheld may be withheld in cash from such wages or other remuneration.
The Stockholder further agrees that, if the Company does not withhold an amount
from the Stockholder's wages or other remuneration sufficient to satisfy the
withholding obligation of the Company, the Stockholder will make reimbursement
on demand, in cash, for the amount underwithheld.


Restricted Stock Purchase Agreement
May 2004
Page 5





         The Stockholder represents that he or she has received tax advice from
his or her own personal tax advisor on the tax consequences of a purchase of the
Shares. The Stockholder understands the tax consequences of filing (and not
filing) a Section 83(b) election under the Internal Revenue Code of 1986, as
amended (the "Code"). The filing of a Section 83(b) election is the
Stockholder's responsibility.

         8. Legends. All certificates representing Shares purchased under this
Agreement shall be endorsed with the following legends:

         "THE SHARES REPRESENTED HEREBY MAY NOT BE SOLD, ASSIGNED, TRANSFERRED,
         ENCUMBERED OR IN ANY MANNER DISPOSED OF, EXCEPT IN COMPLIANCE WITH THE
         TERMS OF A WRITTEN AGREEMENT BETWEEN THE COMPANY AND THE REGISTERED
         HOLDER OF THE SHARES (OR THE PREDECESSOR IN INTEREST TO THE SHARES).
         SUCH AGREEMENT GRANTS CERTAIN REPURCHASE RIGHTS TO THE COMPANY UPON
         TERMINATION OF SERVICE WITH THE COMPANY AND CERTAIN RIGHTS OF FIRST
         REFUSAL UPON AN ATTEMPTED TRANSFER OF THE SHARES. THE SECRETARY OF THE
         COMPANY WILL UPON WRITTEN REQUEST FURNISH A COPY OF SUCH AGREEMENT TO
         THE HOLDER HEREOF WITHOUT CHARGE."

         "THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
         SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED, OR
         OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER
         SUCH ACT OR AN OPINION OF COUNSEL, SATISFACTORY TO THE COMPANY AND ITS
         COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED."

         9. Restrictions on Transfer of Vested Shares; Company's Right of First
Refusal.

                  (a) Exercise of Right. Vested Shares may not be transferred
         without the Company's written consent except in accordance with Section
         4 or in accordance with the further provisions of this Section 9. If
         the Stockholder desires to transfer all or any part of the Vested
         Shares to any person other than the Company (an "Offeror"), the
         Stockholder shall: (i) obtain in writing an irrevocable and
         unconditional bona fide offer (the "Offer") for the purchase thereof
         from the Offeror; and (ii) give written notice (the "Option Notice") to
         the Company setting forth the Stockholder's desire to transfer such
         shares, which Option Notice shall be accompanied by a photocopy of the
         Offer and shall set forth at least the name and address of the Offeror
         and the price, number of Vested Shares proposed to be sold and terms of
         the Offer. Upon receipt of the Option Notice, the Company shall have an
         assignable option to purchase such Vested Shares (the "Offered Shares")
         specified in the Option Notice (subject, however, to any change in such
         terms permitted under Subsection (b) below), such option to be
         exercisable by giving, within 30 days after receipt of the Option
         Notice, a written counter-notice to the Stockholder. If the Company
         elects to purchase such Offered Shares, it shall be obligated to
         purchase, and the Stockholder shall be obligated to sell to the Company
         or its assignee, such Offered Shares at the price and terms indicated
         in the Offer within 30 days from the date of delivery by the Company of
         such counter-notice. To the extent that the consideration proposed to
         be paid by the Offeror for the shares consists of property other than
         cash or a promissory note, the consideration required to be paid by the
         Company may consist of cash equal to the fair market value of such
         property, as determined in good faith by the Board of Directors of the
         Company.

                  (b) Sale of Vested Shares to Offeror. The Stockholder may, for
         60 days after the expiration of the option period as set forth in
         Section 9(a), sell to the Offeror, pursuant to the


Restricted Stock Purchase Agreement
May 2004
Page 6





         terms of the Offer, all of the Offered Shares not purchased or agreed
         to be purchased by the Company or its assignee. Any proposed sale on
         terms and conditions different than those described in the Option
         Notice, as well as any subsequent proposed sale by the Shareholder,
         shall again be subject to the procedure described in Subsection (a)
         above; provided, however, that the Stockholder shall not sell such
         Shares to such Offeror if such Offeror is a competitor of the Company
         and the Company gives written notice to the Stockholder, within 30 days
         of its receipt of the Option Notice, stating that the Stockholder shall
         not sell his or her Vested Shares to such Offeror; and provided,
         further, that prior to the sale of such Vested Shares to an Offeror,
         such Offeror shall execute an agreement with the Company pursuant to
         which such Offeror agrees to be subject to the restrictions set forth
         in this Section 9. If any or all of such Vested Shares are not sold
         pursuant to an Offer within the time permitted above, the unsold Vested
         Shares shall remain subject to the terms of this Section 9.

                  (c) Binding Effect. The Company's Right of First Refusal shall
         inure to the benefit of its successors and assigns and shall be binding
         upon any purchaser of the Shares.

                  (d) Expiration of Company's Right of First Refusal and
         Transfer Restrictions. The first refusal rights of the Company and the
         transfer restrictions set forth in this Section 9 shall expire as to
         Vested Shares immediately prior to the closing of a public offering of
         Common Stock by the Company pursuant to an effective registration
         statement filed under the Securities Act. In addition, if the Company
         and the Stockholder are parties to an agreement containing first
         refusal provisions similar to the foregoing, such other agreement shall
         control.

         10. Failure to Deliver Shares. If the Stockholder (or his or her legal
representative) who has become obligated to sell Shares hereunder shall fail to
deliver such Shares to the Company in accordance with the terms of this
agreement, the Company may, at its option, in addition to all other remedies it
may have, mail to the Stockholder the purchase price for such Shares as is
herein specified. Thereupon, the Company: (i) shall cancel on its books the
certificate or certificates representing such Shares to be sold; and (ii) shall
issue, in lieu thereof, a new certificate or certificates in the name of the
Company representing such Shares (or cancel such Shares), and thereupon all of
such Stockholder's rights in and to such Shares shall terminate.

         11. Lock-up Agreement. The Stockholder agrees that in the event that
the Company effects an initial underwritten public offering of Common Stock
registered under the Securities Act, the Shares may not be sold, offered for
sale or otherwise disposed of, directly or indirectly, without the prior written
consent of the managing underwriters) of the offering, for such period of time
after the execution of an underwriting agreement in connection with such
offering that all of the Company's then directors and executive officers agree
to be similarly bound.

         12. Arbitration. Any dispute, controversy, or claim arising out of, in
connection with, or relating to the performance of this agreement or its
termination shall be settled by arbitration in the Commonwealth of
Massachusetts, pursuant to the rules then obtaining of the American Arbitration
Association. Any award shall be final, binding and conclusive upon the parties
and a judgment rendered thereon may be entered in any court having jurisdiction
thereof.

         13. Provision of Documentation to Stockholder. By signing this
agreement the Stockholder acknowledges receipt of a copy of this agreement and a
copy of the Plan.

         14. Miscellaneous.


Restricted Stock Purchase Agreement
May 2004
Page 7





                  (a) Notices. All notices hereunder shall be in writing and
         shall be deemed given when sent by mail, if to the Stockholder, to the
         address set forth below or at the address shown on the records of the
         Company, and if to the Company, to the Company's principal executive
         offices, attention of the Corporate Secretary.

                  (b) Entire Agreement; Modification. This agreement constitutes
         the entire agreement between the parties relative to the subject matter
         hereof, and supersedes all proposals, written or oral, and all other
         communications between the parties relating to the subject matter of
         this agreement. This agreement may be modified, amended or rescinded
         only by a written agreement executed by both parties.

                  (c) Fractional Shares. All fractional Shares resulting from
         the adjustment provisions contained in the Plan shall be rounded down.

                  (d) Changes in Capital Structure. In the event of any stock
         split, stock dividend, recapitalization, reorganization, merger,
         consolidation, combination, exchange of shares, liquidation, spin-off,
         split-up, or other similar change in capitalization or event, the
         securities received in respect of such event shall be "Shares"
         hereunder subject to this agreement and shall retain the same status as
         "Vested Shares" or "Unvested Shares" as the Shares in respect of which
         they were received, and the repurchase price per security subject to
         repurchase shall be appropriately adjusted by the Company.

                  (e) Severability. The invalidity, illegality or
         unenforceability of any provision of this agreement shall in no way
         affect the validity, legality or enforceability of any other provision.

                  (f) Successors and Assigns. This agreement shall be binding
         upon and inure to the benefit of the parties hereto and their
         respective successors and assigns, subject to the limitations set forth
         herein.

                  (g) Governing Law. This agreement shall be governed by and
         interpreted in accordance with the internal laws of the State of
         Delaware without giving effect to the principles of the conflicts of
         laws thereof.

                  (h) No Obligation to Continue Employment. Neither the Plan,
         this agreement nor any provision hereof imposes any obligation on the
         Company to continue the Stockholder in employment or any other Business
         Relationship with the Company.


Restricted Stock Purchase Agreement
May 2004
Page 8

                                                                   Exhibit 10.10

                                   IS ROBOTICS

                              EMPLOYMENT AGREEMENT


     THIS IS AN AGREEMENT, effective as of January 1st, 1997 by and between IS
Robotics, a Massachusetts corporation (the "Company"), and Colin M. Angle (the
"Employee").

                                    RECITALS:

     WHEREAS, the Company desires to employ the Employee and the Employee
desires to be employed by the Company;

     NOW, THEREFORE, in consideration of the mutual covenants contained in this
Agreement, and for other good and valuable consideration, the receipt and
sufficiency of which consideration are hereby acknowledged, the parties agree as
follows:

     1.   Employment

          The Company hereby employs the Employee, and the Employee hereby
accepts employment with the Company, upon the terms and conditions hereinafter
set forth.

     2.   Duties

          The Employee shall serve as Chief Executive Officer of the Company. In
such capacity, the Employee will report to the Board of Directors of the Company
and will perform such duties on behalf of the Company consistent with such
office as may be assigned to him from time to time by the Board of Directors of
the Company. The Employee agrees to abide by the reasonable rules, regulations,
instructions, personnel practices and policies of the Company and any changes
therein which may be adopted from time to time by the Board of Directors of the
Company, provided they are not inconsistent with the provisions of this
Agreement.

     3.   Term

          The commencement date of the Employee's initial term of employment
under this Agreement is the date first above written, and Employee's employment
will continue, unless sooner terminated as provided below, until June 20th,
2000. Upon the expiration of the initial effective term, this Agreement shall be
automatically renewed for successive one-year terms unless terminated as
provided in Section 7 hereof (as so extended, the "Employment Term").




     4.   Extent of Services

          During the term of his employment, the Employee will devote full time
at a minimum of 160 hours per month, and his best efforts to the performance of
his duties under this Agreement. Under no circumstances will the Employee
knowingly take any action contrary to the best interests of the Company.

     5.   Compensation   In consideration of the services rendered by the
Employee under this Agreement, the Company will pay the Employee compensation as
follows:

          5.1 Base Salary. A base salary ("Base Salary") of $110,000 per year
for the term of this Agreement, payable in accordance with the Company's
ordinary payroll practices; provided, however, that if the Company's Operating
Income or Cash Flow is insufficient to pay the Employee's Base Salary, the
Employee's Base Salary for such year shall be reduced to the amount that the
Company is capable of paying to the Employee as determined in the good faith
judgment of either the Company's Board of Directors or the Employee. Any such
deficiency shall be paid by the Company to the Employee in the next fiscal year
that the Company generates sufficient operating income to pay all of its
obligations and the deficiency amount, as determined in the good faith judgment
of the Company's Board of Directors. Operating Income shall mean the Company's
income before depreciation, interest and taxes. This base salary will be
reviewed quarterly by the senior management team.


          5.2 Bonus. The Employee will be entitled to receive a bonus each
calendar year during the Employment Period in accordance with the achievement of
certain profitability levels as more fully set forth on Schedule 1 attached
hereto. The timing of such bonus payments shall be determined by the Board of
Directors of the Company, in its sole discretion.

          5.3 Stock Options. Upon execution of this agreement, the Employee will
be granted 10,000 non-qualified stock options with a 3 year vesting period.


     6.   Other Benefits

          6.1 Additional Compensation and Benefits.  The Employee shall be
entitled to four weeks of vacation in each fiscal year and health insurance
consistent with the health insurance provided




by the Company to other similarly-situated employees of the Company. The
Employee will be entitled to such additional compensation, bonuses or benefits
as the Company's Board of Directors, in its sole discretion, may decide.

          6.2 Expenses. The Company will, upon substantiation thereof, reimburse
the Employee for all reasonable expenses of types authorized by the Treasurer of
the Company in the ordinary course of business and incurred by the Employee in
connection with the Company's business affairs. The Employee must regularly
submit, for approval to the Treasurer of the Company, a statement of these
expenses and will comply with such other accounting and reporting requirements
as the Company may from time to time establish.

          6.3 Board Representation. The Employee shall be entitled to a seat on
IS Robotics' Board of Directors as long as the Employee maintains greater than a
10% equity position in the company on a fully diluted basis.

          6.4 Severance Period. If the Company terminates the Employee for
reasons other than cause, then for purposes of this section, the "severance
period" is the period of time beginning when the Employee is terminated and
ending at the latest of the following times:

             (a)  6 months

             (b)  The expiration of the non-compete clause of this agreement.

          6.5 Severance Pay. The Employee is entitled to continuing pay at a
level equal to his average base salary over the past 2 years for the duration of
the severance period.


     7.   Termination

          7.1 By the Company. The Company may terminate the Employee's
employment with the Company (a) upon the expiration of the Employment Period in
accordance with the terms of this Agreement, (b) at any time without notice for
"cause", as defined below, (c) at any time upon 60 days' advance notice, as
specified in Section 3 above, or (d) upon the death of the Employee.

          7.2 By the Employee. The Employee may terminate his employment with
the Company at any time upon 60 days' advance notice, in accordance with Section
3 above.

          7.3 Cause. For the purposes of this Section, "cause"




means:

               (a)  engaging in any crime or offense involving money or other
                    property of the Company, or

               (b)  failure or refusal to perform specific directives of the
                    Company's Board of Directors consistent with the Employee's,
                    duties, or

               (c)  conviction of a felony, or

               (d)  failure to adhere to written Company policies, or

               (e)  A material breach of this Agreement

          7.4  Amounts Payable Upon Termination. Upon termination of the
Employee's employment with the Company in accordance with Section 8.1, all
moneys owed the Employee will become immediately payable, and all compensation
and benefits under this Agreement with the exception of severance pay will
cease, effective the date of termination.


     8.   Additional Terms

          8.1 Non-Competition. During the term of this Agreement and for a
period of two (2) years after the termination of this Agreement, the Employee
shall not, without the Company's prior written consent, which shall not be
unreasonably withheld, directly or indirectly:

          (a) as an individual proprietor, partner, stockholder, officer,
employee, consultant, director, joint venturer, investor, lender, or in any
other capacity whatsoever (other than as a holder of not more than 1% of the
total outstanding stock of a publicly held company), engage in the business of
developing, producing, marketing or selling similar products or services in the
Robotics Industry, as such term is defined in Exhibit A attached hereto and made
a part hereof;

          (b) recruit, solicit or induce, or attempt to induce, any employee,
consultant or agent of the Company to terminate their employment with, or
otherwise cease their relationship with, the Company after the Employee's
departure; or

          (c) solicit, divert or take away, or attempt to divert




or take away, the business or patronage of any of the clients, customers or
accounts, or prospective clients, customers or accounts, of the Company which
were contacted, solicited or served by the Employee during the term of this
Agreement.

          8.2 Confidentiality and Nondisclosure. In consideration and as a
condition of my employment, or continuing employment, by IS Robotics and/or by
companies which it owns, controls, or is affiliated with, or their successors in
business (the "Company"), and the compensation paid therefore:

          (a) I agree to keep confidential, except as the Company may otherwise
consent in writing, and not to disclose, or make any use of except for the
benefit of the Company, at any time either during or subsequent to my
employment, any trade secrets, confidential information, knowledge, data, or
other information of the Company relating to products, processes, know-how,
designs, customer lists, business plans, marketing plans and strategies, and
pricing strategies or any subject matter pertaining to any business of the
Company or any of its clients, licensees or affiliates, which I may produce,
obtain or otherwise acquire during the course of my employment, except as herein
provided. I further agree not to deliver, reproduce or in any way allow any such
trade secrets, confidential information, knowledge, data or other information,
or any documentation relating thereto, to be delivered or used by any third
parties without specific direction or consent of a duly authorized
representative of the Company.

          (b) Return of Confidential Material. In the event of my termination of
employment with the Company for any reason whatsoever, I agree to promptly
surrender and deliver to the Company all records, materials, equipment, drawings
and data of any nature pertaining to any invention or confidential information
of the Company or to my employment, and I will not take with me any description
containing or pertaining to any confidential information, knowledge or data of
the Company which I may produce or obtain during the course of my employment. In
the event of the termination of my employment, I agree to sign and deliver the
"Termination Certification" attached hereto as Exhibit A.

          (c)  Maintenance of Records. I agree to keep and maintain adequate and
current written records of all sales and customer transactions, which records
shall be available to and remain the sole property of the Company at all times.


             8.3 Remedies. The Employee acknowledges that any breach of the
provisions of this Section 8 shall result in serious and




irreparable injury to the Company for which the Company cannot be adequately
compensated by monetary damages alone. The Employee agrees, therefore, that, in
addition to any other remedy it may have, the Company shall be entitled to
enforce the specific performance of this Agreement by the Employee and to seek
both temporary and permanent injunctive relief (to the extent permitted by law)
without the necessity of proving actual damages.

          8.4 Survival of Obligations. The obligations of the Employee under
this Section 8 will survive the termination of this Agreement.

     9.   Notices

          All notices under this Agreement must be in writing and must be
delivered by hand or mailed by certified or registered mail, postage prepaid,
return receipt requested, to the parties as follows:

 IF TO THE COMPANY:        IS Robotics
                           Twin City Officer Center
                           22 McGrath Highway, Suite 6
                           Somerville, MA 01778
                           Attention: President

 WITH A COPY TO:           Epstein Becker & Green, P.C.
                           75 State Street
                           Boston, MA 02109
                           Attn: Susan Pravda, Esq.

 IF TO THE EMPLOYEE:             To the address set forth below the
                           signature of the Employee;

 or to such other address as is specified in a notice complying with this
 Section 10. Any such notice is deemed given on the date delivered by hand or
 three days after the date of mailing.

     10.  Miscellaneous

          10.1 Modification. This Agreement constitutes the entire Agreement
between the parties with regard to the subject matter hereof, superseding all
prior understandings and agreements, whether written or oral. This Agreement may
not be amended or revised except by a writing signed by the parties.

          10.2 Successors and Assigns. This Agreement is binding upon and inures
to the benefit of both parties and their respective successors and assigns,
including any corporation with





which or into which the Company may be merged or which may succeed to its assets
or business, although the obligations of the Employee are personal and may be
performed only by him.

          10.3 Captions. Captions have been inserted in this Agreement solely
for convenience of reference, and in no way define, limit or affect the scope or
substance of any provision of this Agreement.

          10.4 Severability. The provisions of this Agreement are severable, and
invalidity of any provision does not affect the validity of any other provision.
In the event that any court of competent jurisdiction determines that any
provision of this Agreement or the application thereof is unenforceable because
of its duration or scope, the parties agree that the court in making such
determination will have the power to reduce the duration and scope of such
provision to the extent necessary to make it enforceable, and that the Agreement
in its reduced form is valid and enforceable to the full extent permitted by
law.

          10.5 Governing Law. This Agreement is to be construed under and
governed by the laws of the Commonwealth of Massachusetts.






          IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date and year first above written.

                                           IS ROBOTICS


                                           By: /s/ Helen Greiner
                                               ---------------------------------
                                               President


                                           EMPLOYEE


                                           /s/ Colin M. Angle
                                           -------------------------------------
                                           Colin M. Angle


                                           Address:

                                                                   Exhibit 10.11

                                   IS ROBOTICS

                              EMPLOYMENT AGREEMENT



         THIS IS AN AGREEMENT, effective as of January 1st, 1997 by and between
IS Robotics, a Massachusetts corporation (the "Company"), and Helen Greiner (the
"Employee"):

                                    RECITALS:

         WHEREAS, the Company desires to employ the Employee and the Employee
desires to be employed by the Company;

         NOW, THEREFORE, in consideration of the mutual covenants contained in
this Agreement, and for other good and valuable consideration, the receipt and
sufficiency of which consideration are hereby acknowledged, the parties agree as
follows:

         1. Employment

                  The Company hereby employs the Employee, and the Employee
hereby accepts employment with the Company, upon the terms and conditions
hereinafter set forth.

         2. Duties

                  The Employee shall serve as President of the Company. In such
capacity, the Employee will report to the Board of Directors of the Company and
will perform such duties on behalf of the Company consistent with such office as
may be assigned to him from time to time by the Board of Directors of the
Company. The Employee agrees to abide by the reasonable rules, regulations,
instructions, personnel practices and policies of the Company and any changes
therein which may be adopted from time to time by the Board of Directors of the
Company, provided they are not inconsistent with the provisions of this
Agreement.

         3. Term

                  The commencement date of the Employee's initial term of
employment under this Agreement is the date first above written, and Employee's
employment will continue, unless sooner terminated as provided below, until June
20th, 2000. Upon the expiration of the initial effective term, this Agreement
shall be automatically renewed for successive one-year terms unless terminated
as provided in Section 7 hereof (as so extended, the "Employment Term").





         4. Extent of Services


                  During the term of his employment, the Employee will devote
full time at a minimum of 160 hours per month, and his best efforts to the
performance of his duties under this Agreement. Under no circumstances will the
Employee knowingly take any action contrary to the best interests of the
Company.

         5. Compensation

                  In consideration of the services rendered by the Employee
under this Agreement, the Company will pay the Employee compensation as follows:


                  5.1 Base Salary. A base salary ("Base Salary") of $110,000 per
year for the term of this Agreement, payable in accordance with the Company's
ordinary payroll practices; provided, however, that if the Company's Operating
Income or Cash Flow is insufficient to pay the Employee's Base Salary, the
Employee's Base Salary for such year shall be reduced to the amount that the
Company is capable of paying to the Employee as determined in the good faith
judgment of either the Company's Board of Directors or the Employee. Any such
deficiency shall be paid by the Company to the Employee in the next fiscal year
that the Company generates sufficient operating income to pay all of its
obligations and the deficiency amount, as determined in the good faith judgment
of the Company's Board of Directors. Operating Income shall mean the Company's
income before depreciation, interest and taxes. This base salary will be
reviewed quarterly by the senior management team.


                  5.2 Bonus. The Employee will be entitled to receive a bonus
each calendar year during the Employment Period in accordance with the
achievement of certain profitability levels as more fully set forth on Schedule
1 attached hereto. The timing of such bonus payments shall be determined by the
Board of Directors of the Company, in its sole discretion.

                  5.3 Stock Options Upon execution of this agreement, the
Employee will be granted 10,000 non-qualified stock options with a 3 year
vesting period.


         6. Other Benefits

                  6.1 Additional Compensation and Benefits. The Employee shall
be entitled to four weeks of vacation in each fiscal year and health insurance
consistent with the health insurance provided



by the Company to other similarly-situated employees of the Company. The
Employee will be entitled to such additional compensation, bonuses or benefits
as the Company's Board of Directors, in its sole discretion, may decide.

                  6.2 Expenses. The Company will, upon substantiation thereof,
reimburse the Employee for all reasonable expenses of types authorized by the
Treasurer of the Company in the ordinary course of business and incurred by the
Employee in connection with the Company's business affairs. The Employee must
regularly submit, for approval to the Treasurer of the Company, a statement of
these expenses and will comply with such other accounting and reporting
requirements as the Company may from time to time establish.

                  6.3 Board Representation The Employee shall be entitled to a
seat on IS Robotics' Board of Directors as long as the Employee maintains
greater than a 10% equity position in the company on a fully diluted basis.

                  6.4 Severance Period If the Company terminates the Employee
for reasons other than cause, then for purposes of this section, the "severance
period" is the period of time beginning when the Employee is terminated and
ending at the latest of the following times:

                           (a) 6 months

                           (b) The expiration of the non-compete clause of
                               this agreement.

                  6.5 Severance Pay The Employee is entitled to continuing pay
at a level equal to his average base salary over the past 2 years for the
duration of the severance period.


         7. Termination

                  7.1 By the Company. The Company may terminate the Employee's
employment with the Company (a) upon the expiration of the Employment Period in
accordance with the terms of this Agreement, (b) at any time without notice for
"cause", as defined below, (c) at any time upon 60 days' advance notice, as
specified in Section 3 above, or (d) upon the death of the Employee.

                  7.2 By the Employee. The Employee may terminate his employment
with the Company at any time upon 60 days' advance notice, in accordance with
Section 3 above.

                  7.3 Cause. For the purposes of this Section, "cause"




means:

                           (a)      engaging in any crime or offense involving
                                    money or other property of the Company, or

                           (b)      failure or refusal to perform specific
                                    directives of the Company's Board of
                                    Directors consistent with the Employee's
                                    duties, or

                           (c)      conviction of a felony, or

                           (d)      failure to adhere to written Company
                                    policies, or

                           (e)      A material breach of this Agreement


                  7.4 Amounts Payable Upon Termination. Upon termination of the
Employee's employment with the Company in accordance with Section 8.1, all
moneys owed the Employee will become immediately payable, and all compensation
and benefits under this Agreement with the exception of severance pay will
cease, effective the date of termination.


         8. Additional Terms

                  8.1 Non-Competition. During the term of this Agreement and for
a period of two (2) years after the termination of this Agreement, the Employee
shall not, without the Company's prior written consent, which shall not be
unreasonably withheld, directly or indirectly:

                  (a) as an individual proprietor, partner, stockholder,
officer, employee, consultant, director, joint venturer, investor, lender, or in
any other capacity whatsoever (other than as a holder of not more than 1% of the
total outstanding stock of a publicly held company), engage in the business of
developing, producing, marketing or selling similar products or services in the
Robotics Industry, as such term is defined in Exhibit A attached hereto and
made a part hereof;

                  (b) recruit, solicit or induce, or attempt to induce, any
employee, consultant or agent of the Company to terminate their employment with,
or otherwise cease their relationship with, the Company after the Employee's
departure; or

                  (c) solicit, divert or take away, or attempt to divert





or take away, the business or patronage of any of the clients, customers or
accounts, or prospective clients, customers or accounts, of the Company which
were contacted, solicited or served by the Employee during the term of this
Agreement.

                  8.2 Confidentiality and Nondisclosure. In consideration and as
a condition of my employment, or continuing employment, by IS Robotics and/or by
companies which it owns, controls, or is affiliated with, or their successors in
business (the "Company"), and the compensation paid therefore:

                  (a) I agree to keep confidential, except as the Company may
otherwise consent in writing, and not to disclose, or make any use of except for
the benefit of the Company, at any time either during or subsequent to my
employment, any trade secrets, confidential information, knowledge, data, or
other information of the Company relating to products, processes, know-how,
designs, customer lists, business plans, marketing plans and strategies, and
pricing strategies or any subject matter pertaining to any business of the
Company or any of its clients, licensees or affiliates, which I may produce,
obtain or otherwise acquire during the course of my employment, except as herein
provided. I further agree not to deliver, reproduce or in any way allow any such
trade secrets, confidential information, knowledge, data or other information,
or any documentation relating thereto, to be delivered or used by any third
parties without specific direction or consent of a duly authorized
representative of the Company.

                  (b) Return of Confidential Material. In the event of my
termination of employment with the Company for any reason whatsoever, I agree to
promptly surrender and deliver to the Company all records, materials, equipment,
drawings and data of any nature pertaining to any invention or confidential
information of the Company or to my employment, and I will not take with me any
description containing or pertaining to any confidential information, knowledge
or data of the Company which I may produce or obtain during the course of my
employment. In the event of the termination of my employment, I agree to sign
and deliver the "Termination Certification" attached hereto as Exhibit A.

                  (c) Maintenance of Records. I agree to keep and maintain
adequate and current written records of all sales and customer transactions,
which records shall be available to and remain the sole property of the Company
at all times.


                  8.3 Remedies. The Employee acknowledges that any breach of the
provisions of this Section 8 shall result in serious and




irreparable injury to the Company for which the Company cannot be adequately
compensated by monetary damages alone. The Employee agrees, therefore, that, in
addition to any other remedy it may have, the Company shall be entitled to
enforce the specific performance of this Agreement by the Employee and to seek
both temporary and permanent injunctive relief (to the extent permitted by law)
without the necessity of proving actual damages.

                  8.4 Survival of Obligations. The obligations of the Employee
under this Section 8 will survive the termination of this Agreement.

         9. Notices

                  All notices under this Agreement must be in writing and must
be delivered by hand or mailed by certified or registered mail, postage prepaid,
return receipt requested, to the parties as follows:

IF TO THE COMPANY:         IS Robotics
                           Twin City Officer Center
                           22 McGrath Highway, Suite 6
                           Somerville, MA 01778
                           Attention: President

WITH A COPY TO:            Epstein Becker & Green, P.C.
                           75 State Street
                           Boston, MA 02109
                           Attn: Susan Pravda, Esq.

IF TO THE EMPLOYEE:             To the address set forth below the
                           signature of the Employee;

or to such other address as is specified in a notice complying with this Section
10. Any such notice is deemed given on the date delivered by hand or three days
after the date of mailing.

         10. Miscellaneous

                  10.1 Modification. This Agreement constitutes the entire
Agreement between the parties with regard to the subject matter hereof,
superseding all prior understandings and agreements, whether written or oral.
This Agreement may not be amended or revised except by a writing signed by the
parties.

                  10.2 Successors and Assigns. This Agreement is binding upon
and inures to the benefit of both parties and their respective successors and
assigns, including any corporation with




which or into which the Company may be merged or which may succeed to its assets
or business, although the obligations of the Employee are personal and may be
performed only by him.

                  10.3 Captions. Captions have been inserted in this Agreement
solely for convenience of reference, and in no way define, limit or affect the
scope or substance of any provision of this Agreement.

                  10.4 Severability. The provisions of this Agreement are
severable, and invalidity of any provision does not affect the validity of any
other provision. In the event that any court of competent jurisdiction
determines that any provision of this Agreement or the application thereof is
unenforceable because of its duration or scope, the parties agree that the court
in making such determination will have the power to reduce the duration and
scope of such provision to the extent necessary to make it enforceable, and that
the Agreement in its reduced form is valid and enforceable to the full extent
permitted by law.

                  10.5 Governing Law. This Agreement is to be construed under
and governed by the laws of the Commonwealth of Massachusetts.


     IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date and year first above written.




                                             IS Robotics


                                             By: /s/  COLIN M. ANGLE
                                                ________________________
                                                   Colin M. Angle
                                                   CEO


                                             EMPLOYEE

                                             /s/ HELEN GREINER
                                             ___________________________
                                                 Helen Greiner



                                             Address:

                                                                   Exhibit 10.12

                               iROBOT CORPORATION

                     EMPLOYMENT AGREEMENT -- GEOFFREY CLEAR

THIS IS AN AGREEMENT, dated as of March 28, 2003 (the "Commencement Date") by
and between iRobot Corporation, a Delaware corporation (the "Company" or
"iRobot"), and Geoffrey P. Clear (the "Employee").

                                    RECITALS:

         WHEREAS, the Company desires to continue to employ the Employee and the
Employee desires to be employed by the Company;

         WHEREAS, the Company and the Employee desire to more formally
memorialize the terms of employment detailed in an April 30, 2002 Offer Letter
the ("Offer Letter");

         NOW, THEREFORE, in consideration of the mutual covenants contained in
this Agreement, and for other good and valuable consideration, the receipt and
sufficiency of which consideration are hereby acknowledged, the parties agree as
follows:

         1.       Employment

Effective immediately, the Company shall continue to employ the Employee, and
the Employee shall agree to continued employment by the Company, upon the terms
and conditions hereinafter set forth.

         2.       Duties

The Employee shall serve as Chief Financial Officer of the Company. In such
capacity, the Employee will report to the President and the Chief Executive
Officer of the Company and will perform such duties on behalf of the Company
consistent with such office. The Employee agrees to abide by the reasonable
rules, regulations, instructions, personnel practices and policies of the
Company and any changes therein which may be adopted from time to time by the
Board of Directors of the Company, provided they are not inconsistent with the
provisions of this Agreement.

         3.       Term

The Employee's employment shall commence upon the Commencement Date and shall
continue, unless sooner terminated as provided below, until December 31, 2005
(the "Employment Term").

         4.       Extent of Services

During the term of his employment, the Employee will devote full time at a
minimum of 160 hours per month, and his best efforts to the performance of his
duties under this Agreement.





Under no circumstances will the Employee knowingly take any action contrary to
the best interests of the Company.

         5.       Compensation

         In consideration of the services rendered by the Employee under this
Agreement, the Company will pay the Employee compensation as follows:

                  5.1 Base Salary. A base salary ("Base Salary") of $231,000 per
year for the Employment Term, payable in accordance with the Company's ordinary
payroll practices, and prorated for any partial year.

                  5.2 Bonus. The Employee will be eligible to receive a fifteen
(15%) to forty (40%) percent bonus, calculated on the Base Salary, each calendar
year during the Employment Term in accordance with the achievement of certain
revenue and profitability criteria to be mutually agreed through good faith
negotiations between Company and Employee. The award and amount of any bonus are
at the discretion of the CEO and President, and subject to approval by the
Compensation Committee of the Board of Directors.

         6.       Other Benefits

                  6.1 Additional Compensation and Benefits. The Employee shall
be entitled to three weeks of vacation in each fiscal year and health insurance
consistent with the health insurance provided by the Company to other
similarly-situated employees of the Company from time to time, where
participation in benefit plans is subject to the terms and conditions of those
plans and applicable company policy. As of April 1, 2003, the Employee shall be
entitled to accrue at a rate of four weeks of vacation each fiscal year. The
Employee will be entitled to such additional compensation, bonuses or benefits
as the Company's Board of Directors, in its sole discretion, may decide from
time to time.

                  6.2 Expense. The Company will, upon substantiation thereof,
reimburse the Employee for all reasonable expenses required in the ordinary
course of business and incurred by the Employee in connection with the Company's
business affairs. The Employee must regularly submit, to the Treasurer or
President of the Company, a statement of these expenses and will comply with
such other accounting and reporting requirements as the Company may from time to
time establish.

                  6.3 Severance Period. If (i) the Company terminates the
employment of the Employee for reasons other than cause (as defined in Section
7.3), expiration of the Employment Term or the Employee's death or disability,
or (ii) the Employee terminates his employment pursuant to Section 7.2(b), then
for purposes of this Agreement, the "Severance Period" is the period of time
beginning on the effective date of termination and ending at the later of the
following times:


Employment Contract with Mr. Clear
March 28, 2003
Page 2







                  (a) 6 months thereafter

                  (b) The expiration of the non-compete clause of this
Agreement.

                  6.4 Severance Pay. The Employee is entitled to continuing pay
at a level equal to his annual Base Salary in effect immediately prior to the
Severance Period prorated for duration of the Severance Period ("Severance
Pay"). Employee shall receive Severance Pay during the Severance Period in
addition to any compensation due under Section 5 for services through
termination and reimbursement, pursuant to Section 6.2, of all expenses incurred
on or prior to termination. There is no obligation to pay a bonus as defined in
Section 5.2, above, during the severance period. All payments under this Section
6.4 are subject to federal, state and local payroll or tax withholding.

         7.       Termination

                  7.1 By the Company. The Company may terminate the Employee's
employment with the Company (a) upon the expiration of the Employment Term in
accordance with the terms of this Agreement, provided at least six (6) month
notice of intention to terminate is provided by the Company to the Employee, (b)
at any time without notice for "cause", as defined in subsections (a) or (c) of
Section 7.3, (c) at any time upon thirty (30) days' notice for "cause", as
defined in subsections (b), (c) or (e) of Section 7.3, (d) at any time upon 60
days' advance notice (provided Severance Pay is paid to Employee), (e) if the
Employee is incapacitated or disabled by accident, sickness or otherwise so as
to render the Employee mentally or physically incapable of performing the
services required to be performed under this Agreement with or without
reasonable accommodation for a period of ninety (90) consecutive days or longer
or for any ninety (90) days in any period of one hundred eighty (180)
consecutive days or (f) upon the death of the Employee.

                  7.2 By the Employee. (a) The Employee may terminate his
employment with the Company at any time upon 60 days' advance notice, (b) The
Employee may terminate his employment with the Company if the Company materially
breaches any of the terms or conditions contained herein. Any termination by the
Employee under this subsection (b) shall be made by giving thirty (30) days'
advance written notice of such termination, with reasonable specificity of the
details thereof, and shall be deemed to be information subject to the
confidentiality provisions of Section 8.2. Such notice of termination must be
given within thirty (30) days of the alleged material breach precipitating the
notice of termination, or, if the breach is not immediately known to the
Employee, within thirty (30) days of the date the Employee learns of the alleged
breach. A termination pursuant to this Section 7.2(b) shall take effect thirty
(30) days after the giving of the notice contemplated hereby unless the Company
shall, during such thirty (30) day period, remedy the alleged breach. The
Employee acknowledges and agrees that any attempted remedy hereunder by the
Company shall not be considered to be an admission of any violation or breach of
this Agreement by the Company.

                  7.3 Cause. For the purposes of Section 7.1 and Section 6.3,
"cause" means:


Employment Contract with Mr. Clear
March 28, 2003
Page 3






                           (a) participation in a fraud or act of dishonesty
against the Company, including a breach of the duty of loyalty, which adversely
affects the Company in a material way, or

                           (b) failure or refusal to perform specific directives
of the Company's Board of Directors consistent with the Employee's duties,
unless the Employee remedies such failure or refusal (if such failure or refusal
is susceptible to remedy) within thirty (30) days following notice by the
Company of its intent to terminate the Employee's employment pursuant to this
Section, or

                           (c) conviction of a felony or any crime involving
moral turpitude or dishonesty, or

(d) material failure to adhere to written Company policies, unless the Employee
remedies such failure (if such failure is susceptible to remedy) within thirty
(30) days following notice by the Company of its intent to terminate the
Employee's employment pursuant to this Section, or

                           (e) a material breach of this Agreement or the
Employee's Invention and Confidentiality Agreement executed on or about February
6, 2003

                  7.4 Amounts Payable Upon Termination. Upon termination of the
Employee's employment with the Company in accordance with Section 7.1, all
monies owed the Employee, other than Severance Pay obligations, if any, will
become immediately payable, and all compensation and benefits under this
Agreement with the exception of Severance Pay will cease, effective the date of
termination.

         8.       Additional Terms

                  8.1 Non Competition. During the term of this Agreement and for
a period of one (1) year after the termination of this Agreement for Section
8.1(a) and two (2) years after the termination of this Agreement for Sections 8.
l(b) and 8.1(c), the Employee shall not, without the Company's prior written
consent, which shall not be unreasonably withheld, directly or indirectly:

                  (a) as an individual proprietor, partner, stockholder,
         officer, employee, consultant, director, joint venturer, investor,
         lender, or in any other capacity whatsoever (other than as a holder of
         not more than 5% of the total outstanding stock of a publicly held
         company), engage in the business of developing, producing, marketing or
         selling products or services in the same specific categories similar to
         products or services that (i) were developed, produced, marketed or
         sold by the Company during the Employee's employment with the Company,
         or (ii) were discussed within the previous three years but not
         dismissed by the Company's Board of Directors during the Employee's
         employment;



Employment Contract with Mr. Clear
March 28, 2003
Page 4






                  (b) recruit, solicit or induce, or attempt to induce, any
         employee, consultant or agent of the Company to terminate their
         employment with, or otherwise cease their relationship with, the
         Company after or just prior to the Employee's departure; or

                  (c) divert or take away, or attempt to divert or take away,
         the business or patronage of any of the clients, customers or accounts,
         or prospective clients, customers or accounts, of the Company which
         were contacted, solicited or served by the Employee during the term of
         this Agreement.

                  8.2 Confidentiality and Nondisclosure. In consideration and as
a condition of the Employee's employment, or continuing employment, by iRobot
and/or by companies which it owns, controls, or is affiliated with, or their
successors in business (for purposes of this Section 8.2 only, the "Company"),
and the compensation paid therefor, the Employee agrees:

                           (a) (i) To keep confidential, except as the Company
may otherwise consent in writing, and not to disclose, or make any use of except
for the benefit of the Company, at any time either during or subsequent to the
Employee's employment, any trade secrets, confidential information, knowledge,
data, or other information of the Company relating to products, processes,
know-how, designs, customer lists, business plans, marketing plans and
strategies, and pricing strategies or any subject matter pertaining to any
business of the Company or any of its clients, licensees or affiliates, which
the Employee may produce, obtain or otherwise acquire during the course of his
employment, except as herein provided and (ii) not to deliver, reproduce or in
any way allow any such trade secrets, confidential information, knowledge, data
or other information, or any documentation relating thereto, to be delivered or
used by any third parties without specific direction or consent of a duly
authorized representative of the Company.

                           (b) In the event of the Employee's termination of
employment with the Company for any reason whatsoever, (i) to surrender and
deliver to the Company promptly all records, materials, equipment, drawings and
data of any nature pertaining to any invention or confidential information of
the Company or to the Employee's employment, and the Employee will not take with
him any description containing or pertaining to any confidential information,
knowledge or data of the Company which the Employee may produce or obtain during
the course of his employment and (ii) to sign and deliver a "Termination
Certificate" in the form to be provided by the Company.

                  8.3 Remedies. The Employee acknowledges that any breach of the
provisions of this Section 8 shall result in serious and irreparable injury to
the Company for which the Company cannot be adequately compensated by monetary
damages alone. The Employee agrees, therefore, that, in addition to any other
remedy it may have, the Company shall be entitled to enforce the specific
performance of this Agreement by the Employee and to seek both temporary and
permanent injunctive relief (to the extent permitted by law) without the
necessity of proving actual damages.

         9.       Assignment of Inventions.

Employment Contract with Mr. Clear
March 28, 2003
Page 5





                  9.1 Disclosure. The Employee will promptly and fully disclose
to the Company any and all computer programs and documentation, inventions,
discoveries, developments, designs, data, know-how, concepts and ideas, whether
or not patentable, that are authored, conceived, developed, reduced to practice
or prepared by the Employee alone or by the Employee and others, during the
period of the Employee's employment with the Company, relating either to any
computer programs and other products and services developed and/or licensed,
sold, leased or otherwise distributed or put into use by the Company, during the
term of the Employee's employment, or to any prospective activities of the
Company known to the Employee as a consequence of employment with the Company
(the "Inventions").

                  9.2 Further Assurances. Upon and/or following disclosure of
each Invention to the Company, the Employee will, during the Employee's
employment and at any time thereafter, at the request and cost of the Company,
sign, execute, make and do all such deeds, documents, acts and things as the
Company and its duly authorized agents may reasonably require to apply for,
obtain and vest in the name of the Company alone (unless the Company otherwise
directs) letters patent, copyrights or other analogous protection in any country
throughout the world and when so obtained or vested to renew and restore the
same; and defend any opposition proceedings in respect of such applications and
any opposition proceedings or petitions or applications for revocation of such
letters patent, copyright or other analogous protection.

                  9.3 Works Made For Hire. The Employee acknowledges that all
computer programs, documentation, works of authorship and copyrightable works
prepared in whole or in part by the Employee in the course of the Employee's
employment, including without limitation all Inventions, will be "works made for
hire" under the Copyright Act of 1976 (the "Copyright Act"), and will be the
sole property of the Company and the Company will be the sole author of such
works within the meaning of the Copyright Act. All such works, as well as all
copies of such works in whatever medium, will be owned exclusively by the
Company and the Employee hereby expressly disclaims any and all interests in
such works. If the copyright to any such work would not be the property of the
Company by operation of law, the Employee hereby and without further
consideration, irrevocably assigns to the Company all right, title and interest
in such work, including all so-called "moral rights," and will assist the
Company and its nominees in every proper way, at the Company's expense, to
secure, maintain and defend for the Company's own benefit copyrights and any
extensions and renewals thereof on such work, including translations thereof in
any and all countries, such work to be and to remain the property of the Company
whether copyrighted or not. If the foregoing moral rights cannot be so assigned
under the applicable laws of the countries in which such rights exist, the
Employee hereby waives such moral rights and consents to any action of the
Company that would violate such rights in the absence of such consent.

                  9.4 Assignment; Power of Attorney. Without in any way limiting
the foregoing, the Employee hereby assigns to the Company all right, title and
interest to all Inventions, including but not limited to patent rights. In the
event the Company is unable, after reasonable effort, to secure the Employee's
signature on any letters patent, copyright or other analogous

Employment Contract with Mr. Clear
March 28,2003
Page 6




protection relating to an Invention, whether because of the Employee's physical
or mental incapacity or for any other reason whatsoever, the Employee hereby
irrevocably designates and appoints the Company and its duly authorized officers
and agents as his agent and attorney-in-fact, to act for and in his behalf and
stead to execute and file any such application or applications and to do all
other lawfully permitted acts to further the prosecution thereon with the same
legal force and effect as if executed by the Employee.

         10.      Notices

         All notices under this Agreement must be in writing and must be
delivered by hand or mailed by certified or registered mail, postage prepaid,
return receipt requested, to the parties as follows:

IF TO THE COMPANY: iRobot Corporation

                          63 South Avenue
                          Burlington, MA 01803
                          Attention: Glen D. Weinstein


IF TO THE EMPLOYEE: To the address set forth below the signature of the
Employee;

or to such other address as is specified in a notice complying with this Section
10. Any such notice is deemed given on the date delivered by hand or three days
after the date of mailing.

         11.      Miscellaneous

                  11.1 Modification. This Agreement constitutes the entire
Agreement between the parties with regard to the subject matter hereof,
superseding all prior understandings and agreements, whether written or oral,
including without limitation the Offer Letter. Notwithstanding the foregoing,
nothing in this Agreement shall modify the Invention & Confidentiality Agreement
executed by the Employee and Company on or about February 6, 2003. This
Agreement may not be amended or revised except by a writing signed by the
parties.

                  11.2 Successors and Assigns. This Agreement is binding upon
and inures to the benefit of both parties and their respective successors and
assigns, including any corporation with which or into which the Company may be
merged or which may succeed to its assets or business, although the obligations
of the Employee are personal and may be performed only by him.

                  11.3 Captions. Captions have been inserted in this Agreement
solely for convenience of reference, and in no way define, limit or affect the
scope or substance of any provision of this Agreement.


Employment Contract with Mr. Clear
March 28, 2003
Page 7



                  11.4 Severability. The provisions of this Agreement are
severable, and invalidity of any provision does not affect the validity of any
other provision. In the event that any court of competent jurisdiction
determines that any provision of this Agreement or the application thereof is
enforceable because of its duration or scope, the parties agree that the court
in making such determination will have the power to reduce the duration and
scope of such provision to the extent necessary to make it enforceable, and that
the Agreement in its reduced form is valid and enforceable to the full extent
permitted by law.

                  11.5 Governing Law. This Agreement is to be construed under
and governed by the laws of the Commonwealth of Massachusetts, excluding its
conflict of laws provisions. Any and all actions under this Agreement shall be
brought by the parties in the courts of the Commonwealth of Massachusetts, which
is the exclusive jurisdiction and venue for this Agreement.

                  11.6 Survival. The provisions of Sections 6.3, 6.4, 7, 8, 9,
10 and 11 shall survive the Employee's employment and the termination of this
Agreement.

                  11.7 Arbitration. Except for the right to obtain provisional
remedies or interim relief, which right is preserved without any waiver of the
right to arbitration, any dispute under this Agreement shall be settled by
arbitration under the rules of the American Arbitration Association, in Boston,
Massachusetts. The arbitration shall be kept confidential to the maximum extent
practical. Such arbitration shall be final and binding on the parties. In the
event of any dispute between the parties arising out of this Agreement, the
prevailing party shall be entitled to recover its reasonable attorney's fees and
costs incurred in the action, as determined by a court of competent jurisdiction
or an arbitration court having competence under this Agreement.



Employment Contract With Mr. Clear
March 28, 2003
Page 8







                IN WITNESS WHEREOF, the parties have executed this Agreement as
                of the date and year first above written.



                                      iROBOT CORPORATION

                                      By: /s/ HELEN GREINER
                                         ---------------------------------------
                                          Helen Greiner, President

                                      EMPLOYEE

                                          /s/ GEOFFREY P. CLEAR
                                         ---------------------------------------
                                          Geoffrey P. Clear

                                      Address:



Employment Contract with Mr. Clear
March 28, 2003
Page 9






                                                                  www.irobot.com

iROBOT


                                   May 2, 2003

Mr. Geoffrey P. Clear
iRobot Corporation
63 South Avenue
Burling, MA 01803

         Re:      First Modification to March 28, 2003 Employment Agreement

Dear Geoff:

         Pursuant to Section 11.1 of your March 28, 2003 Employment Agreement,
you hereby agree to replace Section 5.2 in its entirety with the following:

                  5.2 Bonus. The Employee will be eligible to receive up to a
                  forty (40%) percent bonus, calculated on the Base Salary, each
                  calendar year during the Employment Term in accordance with
                  the achievement of certain revenue and profitability criteria
                  to be mutually agreed through good faith negotiations between
                  Company and Employee. The award and amount of any bonus are at
                  the discretion of the CEO and President, and subject to
                  approval by the Compensation Committee of the Board of
                  Directors.

                                    Sincerely,


                                    /s/ GLEN WEINSTEIN
                                    -------------------
                                    Glen Weinstein

Agreed:


/s/ GEOFFREY P. CLEAR
- ---------------------
Geoffrey P. Clear

May 2, 2003


tel (781) 345-0200
fax (781) 345-0201

63 South Avenue
Burlington, MA 01803

                                                                   Exhibit 10.13

                               iROBOT CORPORATION
                     EMPLOYMENT AGREEMENT - JOSEPH W. DYER

THIS IS AN AGREEMENT, dated as February 18,2004 (the "Commencement Date") by and
between iRobot Corporation, a Delaware corporation (the "Company" or "iRobot"),
and Joseph W. Dyer (the "Employee").

                                    RECITALS:

         WHEREAS, the Company desires to employ the Employee and the Employee
desires to be employed by the Company;

         WHEREAS, the Company and the Employee desire to more formally
memorialize the terms of employment detailed in a July 23, 2003 Offer Letter
(the "Offer Letter");

         NOW, THEREFORE, in consideration of the mutual covenants contained in
this Agreement, and for other good and valuable consideration, the receipt and
sufficiency of which consideration are hereby acknowledged, the parties agree as
follows:

         1. Employment

Effective immediately, the Company shall employ the Employee, and the Employee
shall agree to employment by the Company, upon the terms and conditions
hereinafter set forth.

         2. Duties

The Employee shall serve as Executive Vice President & General Manager for
Military Systems of the Company. In such capacity, the Employee will report to
the President and the Chief Executive Officer of the Company and will perform
such duties on behalf of the Company consistent with such office and using the
Employee's best efforts. The Employee agrees to abide by the reasonable rules,
regulations, instructions, personnel practices and policies of the Company and
any changes therein which may be adopted from time to time by the Board of
Directors of the Company, provided they are not inconsistent with the provisions
of this Agreement.

         3. Term

The Employee's employment shall commence upon the Commencement Date and shall
continue, unless sooner terminated as provided below, until December 31,2006
(the "Employment Term"). The Employment Term will be extended automatically for
an additional one (1) year terms, unless either one of the parties notifies the
other of the decision not to extend the Agreement prior to the end of an
Employment Term.

         4. Extent of Services





During the term of his employment, the Employee will devote full time at a
minimum of 160 hours per month, said his best efforts to the performance of his
duties under this Agreement. Under no circumstances will the Employee knowingly
take any action contrary to the best interests of the Company.

         5. Compensation

         In consideration of the services rendered by the Employee under this
Agreement, the Company will pay the Employee compensation as follows:

               5.1 Base Salary. A base salary ("Base Salary") of $230,000 per
year for the Employment Term, payable in accordance with the Company's ordinary
payroll practices, and prorated for any partial year.

               5.2 Bonus. The Employee will be eligible to receive a sixty
percent (60%) bonus, calculated on the Base Salary, each calendar year during
the Employment Term in accordance with the achievement of certain revenue and
profitability criteria to be mutually agreed through good faith negotiations
between Company and Employee. The award and amount of any bonus are at the
discretion of the President and CEO, and subject to approval by the
Compensation Committee of the Board of Directors. The Company will guarantee a
bonus for 2003 performance in the amount of sixty percent (60%) of Base Salary
earned during calendar 2003, to be paid upon the later of the Commencement Date
or the Employee's first date of employment.

         6. Other Benefits

               6.1 Additional Compensation and Benefits. The Employee shall be
entitled to accrue three weeks of vacation in each fiscal year and health
insurance consistent with the health insurance provided by the Company to other
similarly-situated employees of the Company from time to time, where
participation in benefit plans is subject to the terms and conditions of those
plans and applicable Company policy. The Employee will be entitled to such
additional compensation, bonuses or benefits as the Company's Board of
Directors, in its sole discretion, may decide from time to time.

               6.2 Expense. The Company will, upon substantiation thereof,
reimburse the Employee for all reasonable expenses required in the ordinary
course of business and incurred by the Employee in connection with the Company's
business affairs. The Employee must regularly submit, to the Treasurer or
President of the Company, a statement of these expenses and will comply with
such other accounting and reporting requirements as the Company may from time to
time establish.

               6.3 Severance Period. If (i) the Company terminates the
employment of the Employee for reasons other than cause (as defined in Section
7.3), expiration of the Employment


Employment Contract With Mr. Dyer
February 2004
Page 2





Term or the Employee's death or disability, or (ii) the Employee terminates his
employment pursuant to Section 7.2(b), then for purposes of this Agreement, the
"Severance Period" is the period of time beginning on the effective date of
termination and ending at the later of the following times:

         (a) twelve (12) months thereafter
         (b) The expiration of the non-compete clause of this Agreement.

               6.4 Severance Pay. The Employee is entitled to continuing pay at
a level equal to his annual Base Salary in effect immediately prior to the
Severance Period prorated for duration of the Severance Period less any amounts
earned through employment by the Employee during the Severance Period
("Severance Pay"). Employee shall receive Severance Pay during the Severance
Period in addition to any compensation due under Section 5 for services through
termination and reimbursement, pursuant to Section 6.2, of all expenses incurred
on or prior to termination. There is no obligation to pay a bonus as defined in
Section 5.2, above, during the severance period. All payments under this Section
6.4 are subject to federal, state and local payroll or tax withholding.

         7. Termination

               7.1 By the Company. The Company may terminate the Employee's
employment with the Company (a) upon the expiration of the Employment Term in
accordance with the terms of this Agreement, provided at least three (3) months
notice of intention to terminate is provided by the Company to the Employee, (b)
at any time without notice for "cause", as defined in subsections (a) or (c) of
Section 7.3, (c) at any time upon thirty (30) days' notice for "cause", as
defined in subsections (b), (c) or (e) of Section 7.3, (d) at any time upon 60
days' advance notice (provided Severance Pay is paid to Employee), (e) if the
Employee is incapacitated or disabled by accident, sickness or otherwise so as
to render the Employee mentally or physically incapable of performing the
services required to be performed under this Agreement with or without
reasonable accommodation for a period of ninety (90) consecutive days or longer
or for any ninety (90) days in any period of one hundred eighty (180)
consecutive days or (f) upon the death of the Employee.

               7.2 By the Employee. (a) The Employee may terminate his
employment with the Company at any time upon 60 days' advance notice. (b) The
Employee may terminate his employment with the Company if the Company materially
breaches any of the terms or conditions contained herein. Any termination by the
Employee under this subsection (b) shall be made by giving thirty (30) days'
advance written notice of such termination, with reasonable specificity of the
details thereof, and shall be deemed to be information subject to the
confidentiality provisions of Section 8.2. Such notice of termination must be
given within thirty (30) days of the alleged material breach precipitating the
notice of termination, or, if the breach is not immediately known to the
Employee, within thirty (30) days of the date the Employee learns of the alleged
breach. A termination pursuant to this Section 7.2(b) shall take effect thirty
(30) days after the giving of the notice contemplated hereby unless the Company
shall, during such


Employment Contract with Mr. Dyer
February 2004
Page 3





thirty (30) day period, remedy the alleged breach. The Employee acknowledges and
agrees that any attempted remedy hereunder by the Company shall not be
considered to be an admission of any violation or breach of this Agreement by
the Company.

               7.3 Cause. For the purposes of Section 7.1 and Section 6.3,
"cause" means:

                     (a) participation in a fraud or act of dishonesty against
the Company, including a breach of the duty of loyalty or cause of adverse
publicity, which adversely affects the Company in a material way, or

                     (b) inadequate performance of duties or failure or refusal
to perform specific directives of the Company's Board of Directors consistent
with the Employee's duties, unless the Employee remedies such failure or refusal
(if such failure or refusal is susceptible to remedy) within thirty (30) days
following notice by the Company of its intent to terminate the Employee's
employment pursuant to this Section, or

                     (c) conviction of a felony or any crime involving moral
turpitude or dishonesty, or

                     (d) material failure to adhere to written Company policies,
unless the Employee remedies such failure (if such failure is susceptible to
remedy) within thirty (30) days following notice by the Company of its intent to
terminate the Employee's employment pursuant to this Section, or

                     (e) a material breach of this Agreement or the Employee's
Invention and Confidentiality Agreement executed on or about the Commencement
Date.

               7.4 Amounts Payable Upon Termination. Upon termination of the
Employee's employment with the Company in accordance with Section 7.1, all
monies owed the Employee, other than Severance Pay obligations, if any, will
become immediately payable, and all compensation and benefits under this
Agreement with the exception of Severance Pay will cease, effective the date of
termination.

         8. Additional Terms

               8.1 Non Competition. During the term of this Agreement and for a
period of two (2) years after the termination of this Agreement, the Employee
shall not, without the Company's prior written consent, which shall not be
unreasonably withheld, directly or indirectly:

                  (a) as an individual proprietor, partner, stockholder,
         officer, employee, consultant, director, joint venturer, investor,
         lender, or in any other capacity whatsoever (other than as a holder of
         not more than 5% of the total outstanding stock of a publicly held
         company), engage in the business of developing, producing, marketing or
         selling products or services in the same specific categories similar to


Employment Contract with Mr. Dyer
February 2004
Page 4





         products or services that (i) were developed, produced, marketed or
         sold by the Company during the Employee's employment with the Company,
         or (ii) were discussed within the previous three years but not
         dismissed by the Company's Board of Directors during the Employee's
         employment;

                  (b) recruit, solicit or induce, or attempt to induce, any
         employee, consultant or agent of the Company to terminate their
         employment with, or otherwise cease their relationship with, the
         Company after or just prior to the Employee's departure; or

                  (c) divert or take away, or attempt to divert or take away,
         the business or patronage of any of the clients, customers or accounts,
         or prospective clients, customers or accounts, of the Company which
         were contacted, solicited or served by the Employee during the term of
         this Agreement.

               8.2 Confidentiality and Nondisclosure. In consideration and as a
condition of the Employee's employment, or continuing employment, by iRobot
and/or by companies which it owns, controls, or is affiliated with, or their
successors in business (for purposes of this Section 8.2 only, the "Company"),
and the compensation paid therefor, the Employee agrees:

                     (a) (i) To keep confidential, except as the Company may
otherwise consent in writing, and not to disclose, or make any use of except
for the benefit of the Company, at any time either during or subsequent to the
Employee's employment, any trade secrets, proprietary or confidential
information, knowledge, data, or other information of the Company relating to
products, processes, know-how, designs, customer lists, business plans,
marketing plans and strategies, and pricing strategies or any subject matter
pertaining to any business of the Company or any of its clients, licensees or
affiliates ("Confidential Information"), which the Employee may produce, obtain
or otherwise acquire during the course of his employment, except as herein
provided and (ii) not to deliver, reproduce or in any way allow any Confidential
Information to be delivered or used by any third parties without specific
direction or consent of a duly authorized representative of the Company.

                     (b) In the event of the Employee's termination of
employment with the Company for any reason whatsoever, (i) to surrender and
deliver to the Company promptly all records, materials, equipment, drawings and
data of any nature pertaining to any invention or confidential information of
the Company or to the Employee's employment, and the Employee will not take with
him any description containing or pertaining to any confidential information,
knowledge or data of the Company which the Employee may produce or obtain during
the course of his employment and (ii) to sign and deliver a "Termination
Certificate" in the form to be provided by the Company.

               8.3 Remedies. The Employee acknowledges that any breach of the
provisions of this Section 8 shall result in serious and irreparable injury to
the Company for which the Company cannot be adequately compensated by monetary
damages alone. The Employee agrees, therefore, that, in addition to any other
remedy it may have, the Company shall be entitled to


Employment Contract with Mr. Dyer
February 2004
Page 5





enforce the specific performance of this Agreement by the Employee and to seek
both temporary and permanent injunctive relief (to the extent permitted by law)
without the necessity of proving actual damages.

         9. Assignment of Inventions.

               9.1 Disclosure. The Employee will promptly and fully disclose to
the Company any and all computer programs and documentation, inventions,
discoveries, developments, designs, data, know-how, concepts and ideas, whether
or not patentable, that are authored, conceived, developed, reduced to practice
or prepared by the Employee alone or by the Employee and others, during the
period of the Employee's employment with the Company, relating either to any
computer programs and other products and services developed and/or licensed,
sold, leased or otherwise distributed or put into use by the Company, during the
term of the Employee's employment, or to any prospective activities of the
Company known to the Employee as a consequence of employment with the Company
(the "Inventions").

               9.2 Further Assurances. Upon and/or following disclosure of each
Invention to the Company, the Employee will, during the Employee's employment
and at any time thereafter, at the request and cost of the Company, sign,
execute, make and do all such deeds, documents, acts and things as the Company
and its duly authorized agents may reasonably require to apply for, obtain and
vest in the name of the Company alone (unless the Company otherwise directs)
letters patent, copyrights or other analogous protection in any country
throughout the world and when so obtained or vested to renew and restore the
same; and defend any opposition proceedings in respect of such applications and
any opposition proceedings or petitions or applications for revocation of such
letters patent, copyright or other analogous protection.

               9.3 Works Made For Hire. The Employee acknowledges that all
computer programs, documentation, works of authorship and copyrightable works
prepared in whole or in part by the Employee in the course of the Employee's
employment, including without limitation all Inventions, will be "works made for
hire" under the Copyright Act of 1976 (the "Copyright Act"), and will be the
sole property of the Company and the Company will be the sole author of such
works within the meaning of the Copyright Act. All such works, as well as all
copies of such works in whatever medium, will be owned exclusively by the
Company and the Employee hereby expressly disclaims any and all interests in
such works. If the copyright to any such work would not be the property of the
Company by operation of law, the Employee hereby and without further
consideration, irrevocably assigns to the Company all right, title and interest
in such work, including all so-called "moral rights," and will assist the
Company and its nominees in every proper way, at the Company's expense, to
secure, maintain and defend for the Company's own benefit copyrights and any
extensions and renewals thereof on such work, including translations thereof in
any and all countries, such work to be and to remain the property of the Company
whether copyrighted or not. If the foregoing moral rights cannot be so assigned
under the applicable laws of the countries in which such rights exist, the
Employee hereby waives such moral rights and consents to any action of the
Company that would violate such rights in the absence of such consent.


Employment Contract with Mr. Dyer
February 2004
Page 6





               9.4 Assignment: Power of Attorney. Without in any way limiting
the foregoing, the Employee hereby assigns to the Company all right, title and
interest to all Inventions, including but not limited to patent rights. In the
event the Company is unable, after reasonable effort, to secure the Employee's
signature on any letters patent, copyright or other analogous protection
relating to an Invention, whether because of the Employee's physical or mental
incapacity or for any other reason whatsoever, the Employee hereby irrevocably
designates and appoints the Company and its duly authorized officers and agents
as his agent and attorney-in-fact, to act for and in his behalf and stead to
execute and file any such application or applications and to do all other
lawfully permitted acts to further the prosecution thereon with the same legal
force and effect as if executed by the Employee.

         10. Notices

         All notices under this Agreement must be in writing and must be
delivered by hand or mailed by certified or registered mail, postage prepaid,
return receipt requested, to the parties as follows:

IF TO THE COMPANY: iRobot Corporation

                          63 South Avenue
                          Burlington, MA 01803
                          Attention: Glen D. Weinstein

IF TO THE EMPLOYEE: To the address set forth below the signature of the
                    Employee;

or to such other address as is specified in a notice complying with this Section
10. Any such notice is deemed given on the date delivered by hand or three days
after the date of mailing.

         11. Miscellaneous

               11.1 Modification. This Agreement constitutes the entire
Agreement between the parties with regard to the subject matter hereof,
superseding all prior understandings and agreements, whether written or oral,
including without limitation the Offer Letter. Notwithstanding the foregoing,
nothing in this Agreement shall modify the Invention & Confidentiality Agreement
executed by the Employee and Company on or about February 6, 2003. This
Agreement may not be amended or revised except by a writing signed by the
parties.

               11.2 Successors and Assigns. This Agreement is binding upon and
inures to the benefit of both parties and their respective successors and
assigns, including any corporation with which or into which the Company may be
merged or which may succeed to its assets or business, although the obligations
of the Employee are personal and may be performed only by him.


Employment Contract with Mr. Dyer
February 2004
Page 7





               11.3 Captions. Captions have been inserted in this Agreement
solely for convenience of reference, and in no way define, limit or affect the
scope or substance of any provision of this Agreement.

               11.4 Severability. The provisions of this Agreement are
severable, and invalidity of any provision does not affect the validity of any
other provision. In the event that any court of competent jurisdiction
determines that any provision of this Agreement or the application thereof is
enforceable because of its duration or scope, the parties agree that the court
in making such determination will have the power to reduce the duration and
scope of such provision to the extent necessary to make it enforceable, and that
the Agreement in its reduced form is valid and enforceable to the full extent
permitted by law.

               11.5 Governing Law. This Agreement is to be construed under and
governed by the laws of the Commonwealth of Massachusetts, excluding its
conflict of laws provisions. Any and all actions under this Agreement shall be
brought by the parties in the courts of the Commonwealth of Massachusetts, which
is the exclusive jurisdiction and venue for this Agreement.

               11.6 Survival. The provisions of Sections 6.3, 6.4, 7, 8, 9, 10
and 11 shall survive the Employee's employment and the termination of this
Agreement.

               11.7 Arbitration. Except for the right to obtain provisional
remedies or interim relief, which right is preserved without any waiver of the
right to arbitration, any dispute under this Agreement shall be settled by
arbitration under the rules of the American Arbitration Association, in Boston,
Massachusetts. The arbitration shall be kept confidential to the maximum extent
practical. Such arbitration shall be final and binding on the parties. In the
event of any dispute between the parties arising out of this Agreement, the
prevailing party shall be entitled to recover its reasonable attorney's fees and
costs incurred in the action, as determined by a court of competent jurisdiction
or an arbitration court having competence under this Agreement.


Employment Contract with Mr. Dyer
February 2004
Page 8





IN WITNESS WHEREOF, the parties have executed this Agreement as of the date and
year first above written.


                                           iROBOT CORPORATION


                                           By: /s/ HELEN GREINER
                                               ---------------------------------
                                               Helen Greiner, President



                                           EMPLOYEE


                                           /s/ JOSEPH W. DYER
                                           -------------------------------------
                                           Joseph W. Dyer


                                           Address:




Employment Contract with Mr. Dyer
February 2004
Page 9

                                                                   Exhibit 10.14

                               iROBOT CORPORATION

                       EMPLOYMENT AGREEMENT - GREG WHITE

THIS IS AN AGREEMENT, dated as of February 18, 2004 (the "Commencement Date") by
and between iRobot Corporation, a Delaware corporation (the "Company" or
"iRobot"), and Greg White (the "Employee").

                                    RECITALS:

     WHEREAS, the Company desires to continue to employ the Employee and the
Employee desires to be employed by the Company;

     WHEREAS, the Company and the Employee desire to more formally memorialize
the terms of employment detailed in an March 6, 2003 Offer Letter the ("Offer
Letter");

     NOW, THEREFORE, in consideration of the mutual covenants contained in this
Agreement, and for other good and valuable consideration, the receipt and
sufficiency of which consideration are hereby acknowledged, the parties agree as
follows:

     1.   Employment

Effective immediately, the Company shall continue to employ the Employee, and
the Employee shall agree to continued employment by the Company, upon the terms
and conditions hereinafter set forth.

     2.   Duties

The Employee shall serve as Executive Vice President - General Manager of the
Company. In such capacity, the Employee will report to the President and Chief
Executive Officer of the Company and will perform such duties on behalf of the
Company consistent with such office, including primary responsibility for the
sales and marketing of all products for the Company's Consumer Division. The
Employee agrees to abide by the reasonable rules, regulations, instructions,
personnel practices and policies of the Company and any changes therein which
may be adopted from time to time by the Board of Directors of the Company,
provided they are not inconsistent with the provisions of this Agreement.

     3.   Term

The Employee's employment shall commence upon the Commencement Date and shall
continue, unless sooner terminated as provided below, until December 31, 2005
(the "Employment Term").

     4.   Extent of Services




During the term of his employment, the Employee will devote full time, at a
minimum of 160 hours per month, and his best efforts to the performance of his
duties under this Agreement. Under no circumstances will the Employee knowingly
take any action contrary to the best interests of the Company.

     5.   Compensation

     In consideration of the services rendered by the Employee under this
Agreement, the Company will pay the Employee compensation as follows:

          5.1   Base Salary. A base salary ("Base Salary") of $249,990 per year
for the Employment Term, payable in accordance with the Company's ordinary
payroll practices, and prorated for any partial year.

          5.2   Bonus. The Employee will be eligible to receive a target bonus
of sixty (60%) percent, calculated on the Base Salary, each calendar year during
the Employment Term in accordance with the achievement of certain revenue and
profitability criteria to be mutually agreed through good faith negotiations
between Company and Employee. The award and amount of any bonus are at the
discretion of the CEO and President, and subject to approval by the Compensation
Committee of the Board of Directors.

          5.3   Stock Options. The Company agrees to grant the Employee the
following stock or stock option grants: (a) options to purchase up to one-half
of one percent (0.5%) of the fully diluted capitalization of the Company as of
March 30, 2003, at fair market value at the time of grant, vesting at a rate of
20% per year, with an acceleration provision for up to 40% of the grant at the
time of a qualified Initial Public Offering of the Company's stock; (b) options
to purchase up to one percent (1.0%) of the fully diluted capitalization of the
Company as of March 30, 2003, at fair market value at the time of grant, vesting
on December 31, 2007, December 31, 2008, and December 31, 2009, at a rate of
33.3% per year; provided however that the vesting shall be accelerated by
achieving financial and marketing objectives to be determined through good faith
negotiations between Company and Employee at the time of grant; and (c) a grant
of restricted stock of one and one-half of one percent (1.5%) of the fully
diluted capitalization of the Company as of March 30, 2003, at a price of one
dollar ($1.00) per share, with restrictions lapsing over three years at a rate
of 33.33% per year on the anniversary of hire, to be granted on November 1, 2003
provided the Employee remains employed at the Company.

     6.   Other Benefits

          6.1   Additional Compensation and Benefits. The Employee shall be
entitled to three weeks of vacation in each fiscal year and health insurance
consistent with the health insurance provided by the Company to other
similarly-situated employees of the Company from time to time, where
participation in benefit plans is subject to the terms and conditions of those
plans and applicable company policy. The Employee will be entitled to such
additional


Employment Agreement with Mr. White
February 2004
Page 2




compensation, bonuses or benefits as the Company's Board of Directors, in its
sole discretion, may decide from time to time.

          6.2   Expense. The Company will, upon substantiation thereof,
reimburse the Employee for all reasonable expenses required in the ordinary
course of business and incurred by the Employee in connection with the Company's
business affairs. The Employee must regularly submit, to the Treasurer or
President of the Company, a statement of these expenses and will comply with
such other accounting and reporting requirements as the Company may from time to
time establish.

          6.3   Severance Period. If (i) the Company terminates the employment
of the Employee for reasons other than cause (as defined in Section 7.3),
expiration of the Employment Term or the Employee's death or disability, or (ii)
the Employee terminates his employment pursuant to Section 7.2(b), then for
purposes of this Agreement, the "Severance Period" is the period of time
beginning on the effective date of termination and ending at the later of the
following times:

          (a) 6 months thereafter

          (b) The expiration of the non-compete clause of this Agreement.

          6.4   Severance Pay. The Employee is entitled to continuing pay at a
level equal to his annual Base Salary in effect immediately prior to the
Severance Period prorated for duration of the Severance Period ("Severance
Pay"). Employee shall receive Severance Pay during the Severance Period in
addition to any compensation due under Section 5 for services through
termination and reimbursement, pursuant to Section 6.2, of all expenses
incurred on or prior to termination. There is no obligation to pay a bonus as
defined in Section 5.2, above, during the severance period. All payments under
this Section 6.4 are subject to federal, state and local payroll or tax
withholding.

     7.   Termination

          7.1 By the Company. The Company may terminate the Employee's
employment with the Company (a) upon the expiration of the Employment Term in
accordance with the terms of this Agreement, provided at least six (6) month
notice of intention to terminate is provided by the Company to the Employee, (b)
at any time without notice for "cause", as defined in subsections (a) or (c) of
Section 7.3, (c) at any time upon thirty (30) days' notice for "cause", as
defined in subsections (b), (d) or (e) of Section 7.3, (d) at any time upon 60
days' advance notice (provided Severance Pay is paid to Employee), (e) if the
Employee is incapacitated or disabled by accident, sickness or otherwise so as
to render the Employee mentally or physically incapable of performing the
services required to be performed under this Agreement with or without
reasonable accommodation for a period of ninety (90) consecutive days or longer
or for any ninety (90) days in any period of one hundred eighty (180)
consecutive days or (f) upon the death of the Employee.


Employment Agreement with Mr. White
February 2004
Page 3




          7.2   By the Employee. (a) The Employee may terminate his employment
with the Company at any time upon 60 days' advance notice. (b) The Employee may
terminate his employment with the Company if the Company materially breaches any
of the terms or conditions contained herein. Any termination by the Employee
under this subsection (b) shall be made by giving thirty (30) days' advance
written notice of such termination, with reasonable specificity of the details
thereof, and shall be deemed to be information subject to the confidentiality
provisions of Section 8.2. Such notice of termination must be given within
thirty (30) days of the alleged material breach precipitating the notice of
termination, or, if the breach is not immediately known to the Employee, within
thirty (30) days of the date the Employee learns of the alleged breach. A
termination pursuant to this Section 7.2(b) shall take effect thirty (30) days
after the giving of the notice contemplated hereby unless the Company shall,
during such thirty (30) day period, remedy the alleged breach. The Employee
acknowledges and agrees that any attempted remedy hereunder by the Company shall
not be considered to be an admission of any violation or breach of this
Agreement by the Company.

          7.3   Cause. For the purposes of Section 7.1 and Section 6.3, "cause"
means:

                (a) participation in a fraud or act of dishonesty against the
Company, including a breach of the duty of loyalty, which adversely affects the
Company in a material way, or

                (b) failure or refusal to perform specific directives of the
Company's Board of Directors consistent with the Employee's duties, unless
the Employee remedies such failure or refusal (if such failure or refusal is
susceptible to remedy) within thirty (30) days following notice by the Company
of its intent to terminate the Employee's employment pursuant to this Section,
or

                (c) conviction of a felony or any crime involving moral
turpitude or dishonesty, or

                (d) material failure to adhere to written Company policies,
unless the Employee remedies such failure (if such failure is susceptible to
remedy) within thirty (30) days following notice by the Company of its intent to
terminate the Employee's employment pursuant to this Section, or

                (e) a material breach of this Agreement or the Employee's
Invention and Confidentiality Agreement executed on or about February 6, 2003.

          7.4   Amounts Payable Upon Termination. Upon termination of the
Employee's employment with the Company in accordance with Section 7.1, all
monies owed the Employee, other than Severance Pay obligations, if any, will
become immediately payable, and all compensation and benefits under this
Agreement with the exception of Severance Pay will cease, effective the date of
termination.

     8.   Additional Terms

Employment Agreement with Mr. White
February 2004
Page 4




          8.1   Non Competition. During the term of this Agreement and for a
period of one (1) year after the termination of this Agreement for Section
8.1(a) and two (2) years after the termination of this Agreement for Sections
8.1(b) and 8.1(c), the Employee shall not, without the Company's prior written
consent, which shall not be unreasonably withheld, directly or indirectly:

          (a) as an individual proprietor, partner, stockholder, officer,
     employee, consultant, director, joint venturer, investor, lender, or in any
     other capacity whatsoever (other than as a holder of not more than 5% of
     the total outstanding stock of a publicly held company), engage in the
     business of developing, producing, marketing or selling products or
     services in the same specific categories similar to products or services
     that (i) were developed, produced, marketed or sold by the Company during
     the Employee's employment with the Company, or (ii) were discussed within
     the previous three years but not dismissed by the Company's Board of
     Directors during the Employee's employment;

          (b) recruit, solicit or induce, or attempt to induce, any employee,
     consultant or agent of the Company to terminate their employment with, or
     otherwise cease their relationship with, the Company after or just prior to
     the Employee's departure; or

          (c) divert or take away, or attempt to divert or take away, the
     business or patronage of any of the clients, customers or accounts, or
     prospective clients, customers or accounts, of the Company which were
     contacted, solicited or served by the Employee during the term of this
     Agreement.

          8.2   Confidentiality and Nondisclosure. In consideration and as a
condition of the Employee's employment, or continuing employment, by iRobot
and/or by companies which it owns, controls, or is affiliated with, or their
successors in business (for purposes of this Section 8.2 only, the "Company"),
and the compensation paid therefor, the Employee agrees:

                (a)    (i) To keep confidential, except as the Company may
otherwise consent in writing, and not to disclose, or make any use of except for
the benefit of the Company, at any time either during or subsequent to the
Employee's employment, any trade secrets, confidential information, knowledge,
data, or other information of the Company relating to products, processes,
know-how, designs, customer lists, business plans, marketing plans and
strategies, and pricing strategies or any subject matter pertaining to any
business of the Company or any of its clients, licensees or affiliates, which
the Employee may produce, obtain or otherwise acquire during the course of his
employment, except as herein provided and (ii) not to deliver, reproduce or in
any way allow any such trade secrets, confidential information, knowledge, data
or other information, or any documentation relating thereto, to be delivered or
used by any third parties without specific direction or consent of a duly
authorized representative of the Company.



Employment Agreement with Mr. White
February 2004
Page 5




                    (b) In the event of the Employee's termination of
employment with the Company for any reason whatsoever, (i) to surrender and
deliver to the Company promptly all records, materials, equipment, drawings and
data of any nature pertaining to any invention or confidential information of
the Company or to the Employee's employment, and the Employee will not take with
him any description containing or pertaining to any confidential information,
knowledge or data of the Company which the Employee may produce or obtain during
the course of his employment and (ii) to sign and deliver a "Termination
Certificate" in the form to be provided by the Company.

          8.3   Remedies. The Employee acknowledges that any breach of the
provisions of this Section 8 shall result in serious and irreparable injury to
the Company for which the Company cannot be adequately compensated by monetary
damages alone. The Employee agrees, therefore, that, in addition to any other
remedy it may have, the Company shall be entitled to enforce the specific
performance of this Agreement by the Employee and to seek both temporary and
permanent injunctive relief (to the extent permitted by law) without the
necessity of proving actual damages.

     9.   Assignment of Inventions.

          9.1   Disclosure. The Employee will promptly and fully disclose to the
Company any and all computer programs and documentation, inventions,
discoveries, developments, designs, data, know-how, concepts and ideas, whether
or not patentable, that are authored, conceived, developed, reduced to practice
or prepared by the Employee alone or by the Employee and others, during the
period of the Employee's employment with the Company, relating either to any
computer programs and other products and services developed and/or
licensed, sold, leased or otherwise distributed or put into use by the Company,
during the term of the Employee's employment, or to any prospective activities
of the Company known to the Employee as a consequence of employment with the
Company (the "Inventions").

          9.2   Further Assurances. Upon and/or following disclosure of each
Invention to the Company, the Employee will, during the Employee's employment
and at any time thereafter, at the request and cost of the Company, sign,
execute, make and do all such deeds, documents, acts and things as the Company
and its duly authorized agents may reasonably require to apply for, obtain and
vest in the name of the Company alone (unless the Company otherwise directs)
letters patent, copyrights or other analogous protection in any country
throughout the world and when so obtained or vested to renew and restore the
same; and defend any opposition proceedings in respect of such applications and
any opposition proceedings or petitions or applications for revocation of such
letters patent, copyright or other analogous protection.

          9.3   Works Made For Hire. The Employee acknowledges that all computer
programs, documentation, works of authorship and copyrightable works prepared in
whole or in part by the Employee in the course of the Employee's employment,
including without limitation all Inventions, will be "works made for hire" under
the Copyright Act of 1976 (the "Copyright Act"), and will be the sole property
of the Company and the Company will be the sole author of


Employment Agreement with Mr. White
February 2004
Page 6




such works within the meaning of the Copyright Act. All such works, as well as
all copies of such works in whatever medium, will be owned exclusively by the
Company and the Employee hereby expressly disclaims any and all interests in
such works. If the copyright to any such work would not be the property of the
Company by operation of law, the Employee hereby and without further
consideration, irrevocably assigns to the Company all right, title and interest
in such work, including all so-called "moral rights," and will assist the
Company and its nominees in every proper way, at the Company's expense, to
secure, maintain and defend for the Company's own benefit copyrights and any
extensions and renewals thereof on such work, including translations thereof in
any and all countries, such work to be and to remain the property of the Company
whether copyrighted or not. If the foregoing moral rights cannot be so assigned
under the applicable laws of the countries in which such rights exist, the
Employee hereby waives such moral rights and consents to any action of the
Company that would violate such rights in the absence of such consent.

          9.4   Assignment; Power of Attorney. Without in any way limiting the
foregoing, the Employee hereby assigns to the Company all right, title and
interest to all Inventions, including but not limited to patent rights. In the
event the Company is unable, after reasonable effort, to secure the Employee's
signature on any letters patent, copyright or other analogous protection
relating to an Invention, whether because of the Employee's physical or mental
incapacity or for any other reason whatsoever, the Employee hereby irrevocably
designates and appoints the Company and its duly authorized officers and agents
as his agent and attorney-in-fact, to act for and in his behalf and stead to
execute and file any such application or applications and to do all other
lawfully permitted acts to further the prosecution thereon with the same legal
force and effect as if executed by the Employee.

     10.  Notices

     All notices under this Agreement must be in writing and must be delivered
by hand or mailed by certified or registered mail, postage prepaid, return
receipt requested, to the parties as follows:

IF TO THE COMPANY:  iRobot Corporation

                            63 South Avenue
                            Burlington, MA 01803
                            Attention: Glen D. Weinstein


IF TO THE EMPLOYEE: To the address set forth below the signature of the
Employee;

or to such other address as is specified in a notice complying with this Section
10. Any such notice is deemed given on the date delivered by hand or three days
after the date of mailing.

     11.  Miscellaneous


Employment Agreement with Mr. White
February 2004
Page 7




          11.1   Modification. This Agreement constitutes the entire Agreement
between the parties with regard to the subject matter hereof, superseding all
prior understandings and agreements, whether written or oral, including without
limitation the Offer Letter. Notwithstanding the foregoing, nothing in this
Agreement shall modify the Invention & Confidentiality Agreement executed by the
Employee and Company on or about March 24, 2003. This Agreement may not be
amended or revised except by a writing signed by the parties.

          11.2   Successors and Assigns. This Agreement is binding upon and
inures to the benefit of both parties and their respective successors and
assigns, including any corporation with which or into which the Company may be
merged or which may succeed to its assets or business, although the obligations
of the Employee are personal and may be performed only by him.

          11.3   Captions. Captions have been inserted in this Agreement solely
for convenience of reference, and in no way define, limit or affect the scope or
substance of any provision of this Agreement.

          11.4   Severability. The provisions of this Agreement are severable,
and invalidity of any provision does not affect the validity of any other
provision. In the event that any court of competent jurisdiction determines that
any provision of this Agreement or the application thereof is enforceable
because of its duration or scope, the parties agree that the court in making
such determination will have the power to reduce the duration and scope of such
provision to the extent necessary to make it enforceable, and that the Agreement
in its reduced form is valid and enforceable to the full extent permitted by
law.

          11.5   Governing Law. This Agreement is to be construed under and
governed by the laws of the Commonwealth of Massachusetts, excluding its
conflict of laws provisions. Any and all actions under this Agreement shall be
brought by the parties in the courts of the Commonwealth of Massachusetts, which
is the exclusive jurisdiction and venue for this Agreement.

          11.6   Survival. The provisions of Sections 6.3, 6.4, 7, 8, 9, 10 and
11 shall survive the Employee's employment and the termination of this
Agreement.

          11.7   Arbitration. Except for the right to obtain provisional
remedies or interim relief, which right is preserved without any waiver of the
right to arbitration, any dispute under this Agreement shall be settled by
arbitration under the rules of the American Arbitration Association, in Boston,
Massachusetts. The arbitration shall be kept confidential to the maximum extent
practical. Such arbitration shall be final and binding on the parties. In the
event of any dispute between the parties arising out of this Agreement, the
prevailing party shall be entitled to recover its reasonable attorney's fees and
costs incurred in the action, as determined by a court of competent jurisdiction
or an arbitration court having competence under this Agreement.


Employment Agreement with Mr. White
February 2004
Page 8




IN WITNESS WHEREOF, the parties have executed this Agreement as of the date and
year first above written.


                                  iROBOT CORPORATION


                                  BY: /s/ Helen Greiner
                                     ------------------------------
                                     Helen Greiner, President


                                  EMPLOYEE

                                  /s/ Greg White
                                  ---------------------------------
                                       Greg White


                                  Address:



Employment Agreement with Mr. White
February 2004
Page 9

                                                                   Exhibit 10.15

                        INDEPENDENT CONTRACTOR AGREEMENT

         THIS INDEPENDENT CONTRACTOR AGREEMENT (the "Agreement") dated December
30, 2002 (the "Effective Date") is made between iRobot Corporation and its
affiliates, successors, assigns and duly authorized representatives ("Company"),
with an office at 63 South Avenue, Burlington, MA 01803-4903, and Rodney A.
Brooks ("Contractor"), with an office at 545 Tech Square, 9th Floor, Cambridge,
MA 02139, for the purpose of setting forth the exclusive terms and conditions by
which Company desires to acquire Contractor's services.

         In consideration of the mutual obligations specified in this Agreement,
the parties, intending to be legally bound hereby, agree to the following:

         1. Services:

         (a) Company hereby retains Contractor, and Contractor hereby agrees to
continue to perform for Company, certain services assigned to Contractor by
Company in Company's sole discretion, including, but not limited to,
fundraising, marketing, and technical projects (the "Services"). Contractor is
responsible for providing the necessary equipment, tools, materials and supplies
to perform the Services.

         (b) Contractor agrees to keep Company updated, promptly upon Company's
request, of any progress, problems, and/or developments of which Contractor is
aware regarding the Services. Company shall have the right to require such
updates in writing from Contractor in a format specified by Company or
acceptable to Company in its sole discretion.

         2. Compensation:

         (a) In exchange for the full, prompt, and satisfactory performance of
all Services to be rendered to Company hereunder (not to exceed 35 hours per
month), Company shall provide Contractor, as full and complete compensation for
the Services rendered hereunder, compensation at the rate of $500.00 per hour.
Company shall pay such compensation within 30 days of approval of each invoice
from Contractor setting forth the Services performed (but Contractor will not
submit invoices more often than monthly).

         (b) For a period of three (3) years starting with fiscal year 2003,
Contractor will receive an annual bonus of $66,600 ("Annual Bonus"), payable
within ninety (90) days of the close of the Company's fiscal year; provided,
however, the Annual Bonus will only be payable if Contractor has provided and
continues to be available to provide Services to the Company no less than
twenty-five (25) hours per month averaged on an annual basis.

         (c) In addition to the Annual Bonus, Company hereby agrees that
Contractor will be eligible for additional compensation for specific projects.
Such additional compensation, and whether Contractor is eligible for same, will
be determined and awarded at Company's Board of Directors' sole discretion.




         (d) The Company will, upon substantiation thereof, reimburse the
Contractor for all reasonable expenses required in the ordinary course of
business and incurred by the Contractor in connection with the Company's
business affairs. The Contractor must regularly submit, to the Treasurer of the
Company, a statement of these expenses and will comply with such other
accounting and reporting requirements as the Company may from time to time
establish.

         (e) Contractor shall not be entitled to receive any other compensation
or any benefits from Company (except as expressly set forth herein). Except as
otherwise required by law, Company shall not withhold any sums or payments made
to Contractor for social security or other federal, state or local tax
liabilities or contributions, and all withholdings, liabilities, and
contributions shall be solely Contractor's responsibility. Further, Contractor
understands and agrees that the Services are not covered under the unemployment
compensation laws and are not intended to be covered by workers' compensation
law.

         3. Confidentiality and Nondisclosure. In consideration and as a
condition of the Contractor's continuing relationship with iRobot and/or by
companies which it owns, controls, or is affiliated with, or their successors in
business (for purposes of this Section 3 only, the "Company"), and the
compensation paid for Contractor's Services, the Contractor agrees:

         (a) Except as deemed necessary by the Contractor to perform the
Services hereunder, (i) to keep confidential, except as the Company may
otherwise consent in writing, and not to disclose, or make any use of except for
the benefit of the Company, at any time either during or subsequent to the
Contractor's relationship with the Company, any trade secrets, confidential
information, knowledge, data, or other information of the Company relating to
products, processes, know-how, designs, customer lists, business plans,
marketing plans and strategies, and pricing strategies or any subject matter
pertaining to any business of the Company or any of its clients, licensees or
affiliates, which the Contractor may produce, obtain or otherwise acquire during
the course of his relationship with the Company, except as herein provided and
(ii) not to deliver, reproduce or in any way allow any such trade secrets,
confidential information, knowledge, data or other information, or any
documentation relating thereto, to be delivered or used by any third parties
without specific direction or consent of a duly authorized representative of the
Company.

         (b) In the event of termination of the Contractor's relationship with
the Company for any reason whatsoever, (i) to surrender and deliver to the
Company promptly all records, materials, equipment, drawings and data of any
nature pertaining to any invention or confidential information of the Company or
to the Contractor's engagement with the Company, and the Contractor will not
take with him any description containing or pertaining to any confidential
information, knowledge or data of the Company which the Contractor may produce
or obtain during the course of performing the Services and (ii) to sign and
deliver a "Termination Certificate" in the form attached as Exhibit A.

         (c) To keep and maintain adequate and current written records of all
sales and customer transactions, which records shall be available to and remain
the sole property of the Company at all times.


                                       -2-



         4. Further Assurances: During the term of this Agreement and for a
period of one (1) year after the termination of this Agreement for Section 4(a)
and two (2) years after the termination of this Agreement for Sections 4(b) and
4(c), the Contractor shall not, without the Company's prior written consent,
which shall not be unreasonably withheld, directly or indirectly:

         (a) as an individual proprietor, partner, stockholder, officer,
employee, consultant, director, joint venturer, saver, lender, or in any other
capacity whatsoever (other than as a holder of not more than 5% of the total
outstanding stock of a publicly held company), engage in the business of
developing, producing, marketing or selling products or services similar to
products or services in the Robotics Industry (as defined herein), provided,
however, that the Contractor may provide, subject to Section 3 of this
Agreement, services to educational or research organizations that do not compete
with the Company or develop, produce, market or sell products or services that
compete with the Company's products or services. For purposes of this Agreement,
the Robotics Industry shall be defined as those areas of business where embedded
control, mechanical actuators, sensors and artificial intelligence are combined
together to create value.

         (b) recruit, solicit or induce, or attempt to induce, any employee,
consultant or agent of the Company to terminate their employment with, or
otherwise cease their relationship with, the Company after cessation of the
Contractor's relationship with the Company; or

         (c) solicit, divert or take away, or attempt to divert or take away,
the business or patronage of any of the clients, customers or accounts, or
prospective clients, customers or accounts, of the Company which were contacted,
solicited or served by the Contractor during the term of this Agreement.

         5. Indemnification/Release:

         (a) Contractor agrees to take all necessary precautions to prevent
injury to any persons (including employees of Company) or damage to property
(including Company's property) during the term of this Agreement, and shall
indemnify, defend and hold harmless Company, its officers, directors,
stockholders, employees, representatives and/or agents from any claim,
liability, loss, cost, damage, judgment, settlement or expense (including
reasonable attorney's fees) resulting from or arising in any way out of injury
(including death) to any person or damage to property arising in any way out of
any act, error, omission or negligence on the part of Contractor in the
performance or failure to fulfill any Services or obligations under this
Agreement.

         (b) Contractor further agrees that any breach of this Agreement by
Contractor will cause irreparable harm to Company and that in the event of such
breach or threatened breach, Company shall have, in addition to any and all
remedies of law and those remedies stated in this Agreement, the right to an
injunction or other equitable relief to prevent the violation of Contractor's
obligations hereunder.


                                       -3-




         (c) Contractor agrees to indemnify and hold Company harmless from and
against any and all claims, demands, liabilities, damages, costs, or expenses
(including without limitation attorney's fees, back wages, liquidated damages,
penalties or interest) resulting from Company's failure to withhold, or pay any
and all federal or state taxes required to be withheld or paid by employers or
employees, including, without limitation, and any and all income tax, social
security, and F.U.T.A. taxes.

         6. Termination:

         (a) This Agreement shall be effective on the date hereof and shall
continue until terminated by either party upon sixty (60) days' written notice.
In the event of termination, Contractor shall ensure, upon request, that he will
perform such work as may be requested to complete and/or transfer work in
process to Company or to a party designated by Company. Contractor shall be
compensated at the rate specified in Section 2(a) for such services.

         (b) Contractor also shall be entitled to a pay out upon termination of
this Agreement, provided that Contractor executes a comprehensive release
agreement in Company's (and its officers, directors, stockholders, employees,
representatives and/or agents) favor containing a mutual release provision and
agrees to comply with all of his obligations that survive the termination of his
assignment and this Agreement. This pay out will equal to twelve months of
Contractor's pay at the aggregate monthly rate as of the last complete month
during which the Contractor provided Services to Company hereunder prior to
termination of this Agreement. This termination pay out will be paid in equal
monthly installments over the pay out period.

         (c) In addition to any payments made under Section 6(b) and
notwithstanding Section 2(b), Contractor also shall be entitled to a one-time
bonus payment upon termination of this Agreement, provided that Contractor
executes a comprehensive release agreement in Company's (and its officers,
directors, stockholders, employees, representatives and/or agents) favor
containing a mutual release provision and agrees to comply with all of his
obligations that survive the termination of his assignment and this Agreement.
This bonus payment will equal: $133,200, if the Contractor is terminated during
fiscal year 2004; $66,600, if the Contractor is terminated during fiscal year
2005; and there will be no bonus payment if termination occurs thereafter.

         7. Independent Contractor:

         (a) Company and Contractor expressly agree and understand that
Contractor is an independent contractor and nothing in this Agreement nor the
Services rendered hereunder is meant, or shall be construed in any way or
manner, to create between them a relationship of employer and employee,
principal and agent, partners, joint employers or any other relationship other
than that of independent parties contracting with each other solely for the
purpose of carrying out the provisions of the Agreement. Contractor is not
Company's agent and, except as expressly authorized (after the date hereof) by
Company in writing, is not authorized and shall not have the power or authority
to bind Company or incur any liability or obligation, or act on Company's
behalf. Without Company's prior written consent, at no time shall Contractor
represent that he is an agent of Company, or that any of the views, advice,
statements and/or


                                       -4-




information that may be provided while performing the Services are those of
Company.

         (b) While Company is entitled to provide Contractor with general
guidance to assist Contractor in completing the scope of work to Company's
satisfaction, Contractor is ultimately responsible for directing and controlling
the performance of the task and the scope of work, in accordance with the terms
and conditions of this Agreement. Contractor shall use his best efforts, energy
and skill in his own name and in such manner as he sees fit.

         8. General:

         (a) This Agreement does not create an obligation on Company to continue
to retain Contractor except as set forth herein. This Agreement may not be
changed unless mutually agreed upon in writing by both Contractor and Company.
Sections 3, 4, 5, 6, 7 and 8 shall survive the termination of this Agreement
regardless of the manner of such termination. Any waiver by either party of a
breach of any provision of this Agreement shall not operate or be construed as a
waiver of any subsequent breach of such provision or any other provision hereof.

         (b) Contractor hereby agrees that each provision herein shall be
treated as a separate and independent clause, and the unenforceability of any
one clause shall in no way impair the enforceability of any of the other clauses
herein. Moreover, if one or more of the provisions contained in this Agreement
shall for any reason be held to be excessively broad as to scope, activity,
subject or otherwise so as to be unenforceable at law, such provision or
provisions shall be construed by the appropriate judicial body by limited or
reducing it or them, so as to be enforceable to the maximum extent compatible
with the applicable law as it shall then appear.

         (c) Company shall have the right to assign this Agreement to its
successors and assigns and this Agreement shall inure to the benefit of and be
enforceable by said successors or assigns. Contractor may not assign this
Agreement or any rights or obligations hereunder without Company's prior written
consent. This Agreement shall be binding upon Contractor's heirs, executors,
administrators and legal representatives. This Agreement and all aspects of the
relationship between the parties hereto shall be construed and enforced in
accordance with and governed by the internal laws of the Commonwealth of
Massachusetts without regard to its conflict of laws provisions. Moreover, the
parties hereby irrevocably submit to the exclusive jurisdiction of the state or
federal courts of the Commonwealth of Massachusetts for the purpose of any claim
or action arising out of or based upon this Agreement and agree not to commence
any such claim or action other than in the above-named courts.

         (d) This Agreement contains the entire agreement between the parties
hereto with respect to the engagement of Contractor by Company herein, except
for the November 12, 1998 letter agreement between Contractor and Company's
predecessor, IS Robotics Corporation, which shall remain in full force and
effect in accordance with its terms and to the extent that it is not in conflict
with the terms of this Agreement. All other negotiations and agreements (written
or oral) between the parties are superseded by this Agreement, including,
without limitation, the agreement, dated as of January 1, 1997, by and between
Company's predecessor (IS Robotics Corporation) and Contractor, and there are no
representations, warranties, understandings or agreements other than those
expressly set forth herein. The language of all parts of this


                                       -5-





Agreement will in all cases be construed as a whole in accordance with its fair
meaning and not strictly for or against either party hereto.

         (e) All notices provided for in this Agreement shall not be given in
writing and shall be effective when either served by hand delivery, electronic
facsimile transmission, express overnight courier service, or by registered or
certified mail, return receipt requested, addressed to the parties at their
respective addresses as set forth at the beginning of this Agreement, or to such
other address or addresses as either party may later specify by written notice
to the other.

         IN WITNESS WHEREOF, the parties hereto have executed this Independent
Contractor Agreement under seal as of the date first above written.

                                               iROBOT CORPORATION

/s/ RODNEY A. BROOKS                           By: /s/ HELEN GREINER
- --------------------                               -----------------
Rodney A. Brooks
                                               Name: Helen Greiner
                                                     ---------------


                                       -6-



                                    EXHIBIT A

                             TERMINATION CERTIFICATE







                                       -7-

                                                                    Exhibit 23.2



            CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


We hereby consent to the use in this Amendment No. 3 to the Registration
Statement on Form S-1 of our report dated May 4, 2005, except for Note 17, as to
which the date is May 26, 2005 relating to the financial statements of iRobot
Corporation, which appears in such Registration Statement.  We also consent to
the reference to us under the heading "Experts" in such Registration Statement.

/s/ PricewaterhouseCoopers LLP

Boston, Massachusetts
October 14, 2005

 

---

 

---