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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

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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

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		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			77
Principal and Selling Stockholders			79
Description of Capital Stock			81
Shares Eligible for Future Sale			85
Underwriters			87
Legal Matters			91
Experts			91
Where You Can Find More Information			91
Index to Consolidated Financial Statements			F-1
Ex-10.2 Form of Indemnification Agreement
Ex-10.18 2005 Stock Option and Incentive Plan
Ex-23.2 Consent of PricewaterhouseCoopers LLP

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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.

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	•	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.

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	•	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.

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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.

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	•	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.

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	•	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.

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	•	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.

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	•	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.

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	•	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.

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	•	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.;

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	•	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.

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	•	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.

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	•	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.

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	•	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.

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	•	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.

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	•	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.

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	•	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.

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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

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	•	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.

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	•	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

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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

%

$

%

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																								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.

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(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	)

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	Cost of Revenue

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	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.

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	Stock-Based Compensation Expenses

	Fiscal Periods

	Revenue Recognition

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	Accounting for Stock-Based Awards

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	Accounting for Income Taxes

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	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

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																	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

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					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

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	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

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	Cost of Revenue

	Gross Profit

	Research and Development

	Selling, General and Administrative

	Other Income (Expense), Net

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	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

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	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	)

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(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	)%

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	Discussion of Cash Flows

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	Working Capital Facility

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

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	•	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

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	Foreign Currency Risk

	Interest Rate Sensitivity

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	iRobot Innovation Engine

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	Consumer Products

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	•	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.

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	Government and Industrial Products

	Contract Research and Development Projects

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	•	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.

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	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

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• 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

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	Team Organization

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	Global Engineering

	Spiral Development

	Leveraged Model

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	•	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.

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	•	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.

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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.

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	•	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

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	•	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.

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	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.

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	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

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	Amended and Restated 1994 Stock Plan

	Amended and Restated 2001 Special Stock Option Plan

	Amended and Restated 2004 Stock Option and Incentive Plan

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	2005 Stock Option and Incentive Plan

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	401(k) Plan

	Employment, Severance and Change in Control Arrangements

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	•	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.

	•	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.

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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 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.

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(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.

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	•	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

Offering

Shares

Beneficial Owner

Number

Percent

Offered

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

*

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Shares Beneficially

Shares Beneficially

Owned Prior

Owned After the

to the Offering

Offering

Shares

Beneficial Owner

Number

Percent

Offered

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:

(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.

80

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82

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	•	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

83

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	•	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.

84

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		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,

85

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	•	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.

86

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

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	•	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;
	•	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,

Paid by Selling

Paid by Us

Stockholders

Total

No Exercise

Full Exercise

No Exercise

Full Exercise

No Exercise

Full Exercise

Per share

$

$

$

$

$

$

Total

$

$

$

$

$

$

88

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90

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		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

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F-2

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				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

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				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

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														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

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				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

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1.	Nature of the Business

	Liquidity and Operations

2.	Summary of Significant Accounting Policies

	Unaudited Interim Financial Statements

	Unaudited Pro Forma Presentation

F-7

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	Fiscal Year-End

	Cash and Cash Equivalents

	Revenue Recognition

F-8

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	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

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	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

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Table of Contents

	Research and Development

	Internal Use Software

	Use of Estimates

	Reclassification

	Concentration of Credit Risk and Significant Customers

F-11

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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

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		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

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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

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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

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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

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Table of Contents

	Voting Rights

	Liquidation Rights

	Change in Control

9.	Note Receivable from Stockholder

F-17

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Table of Contents

10.	Stock Option Plan

F-18

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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

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										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			$	2.1005			$	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

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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

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		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

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	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

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	Restricted Cash

14.	Employee Benefits

15.	Related Party Transactions

16.	Business Segment Information

	Consumer

F-24

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	Government and Industrial

	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	)

F-25

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17.	Subsequent Event

F-26

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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

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Table of Contents

II-2

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Table of Contents

Item 15.	Recent Sales of Unregistered Securities.

(a)	Issuances of Capital Stock.

(b)	Grants and Exercises of Stock Options.

(c)	Issuance of Warrant.

Item 16.	Exhibits.

Item 17.	Undertakings.

II-3

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Table of Contents

	(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

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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)
/s/ Ronald Chwang   Ronald Chwang				Director
/s/ Jacques S. Gansler   Jacques S. Gansler				Director

II-5

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Table of Contents

Signature				Title(s)
/s/ Rodney A. Brooks   Rodney A. Brooks				Director
/s/ Andrea Geisser   Andrea Geisser				Director
/s/ George C. McNamee   George C. McNamee				Director
/s/ Peter Meekin   Peter Meekin				Director

II-6

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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 forms of agreements 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 10.2

                           INDEMNIFICATION AGREEMENT

         This Agreement made and entered into this ____ day of ______, (the
"Agreement"), by and between iRobot Corporation, a Delaware corporation (the
"Company," which term shall include, where appropriate, any Entity (as
hereinafter defined) controlled, directly or indirectly, by the Company) and
____________ (the "Indemnitee"):

         WHEREAS, it is essential to the Company that it be able to retain and
attract as directors and executive officers the most capable persons available;

         WHEREAS, increased corporate litigation has subjected directors and
executive officers to litigation risks and expenses, and the limitations on the
availability of directors and officers liability insurance have made it
increasingly difficult for the Company to attract and retain such persons;

         WHEREAS, the Company's By-laws (the "By-laws") require it to indemnify
its directors and executive officers to the fullest extent permitted by law and
permit it to make other indemnification arrangements and agreements;

         WHEREAS, the Company desires to provide Indemnitee with specific
contractual assurance of Indemnitee's rights to full indemnification against
litigation risks and expenses (regardless, among other things, of any amendment
to or revocation of the Company's Second Amended and Restated Certificate of
Incorporation (the "Certificate of Incorporation") or By-laws or any change in
the ownership of the Company or the composition of its Board of Directors);

         WHEREAS, the Company intends that this Agreement provide Indemnitee
with greater protection than that which is provided by the Company's By-laws;
and

         WHEREAS, Indemnitee is relying upon the rights afforded under this
Agreement in becoming or continuing as a director or executive officer of the
Company.

         NOW, THEREFORE, in consideration of the promises and the covenants
contained herein, the Company and Indemnitee do hereby covenant and agree as
follows:

         1. Definitions.

                  (a) "Corporate Status" describes the status of a person who
                  is serving or has served (i) as a director of the Company,
                  (ii) as an executive officer of the Company, (iii) in any
                  capacity with respect to any employee benefit plan of the
                  Company, or (iv) as a director, partner, trustee, officer,
                  employee, or agent of any other Entity at the request of the
                  Company. For purposes of subsection (iv) of this Section
                  1(a), if Indemnitee is serving or has served as a director,
                  partner, trustee,


                                       1




                  officer, employee or agent of a Subsidiary, Indemnitee shall
                  be deemed to be serving at the request of the Company.

                  (b) "Entity" shall mean any corporation, partnership, limited
                  liability company, joint venture, trust, foundation,
                  association, organization or other legal entity.

                  (c) "Enterprise" shall mean the Company and any other
                  corporation, partnership, joint venture, trust, employee
                  benefit plan or other enterprise of which Indemnitee is or
                  was serving at the request of the Company as a director,
                  officer, employee, agent or fiduciary.

                  (d) "Expenses" shall mean all fees, costs and expenses
                  incurred by Indemnitee in connection with any Proceeding (as
                  defined below), including, without limitation, attorneys'
                  fees, disbursements and retainers (including, without
                  limitation, any such fees, disbursements and retainers
                  incurred by Indemnitee pursuant to Sections 13 and 14(c) of
                  this Agreement), fees and disbursements of expert witnesses,
                  private investigators and professional advisors (including,
                  without limitation, accountants and investment bankers),
                  court costs, transcript costs, fees of experts, travel
                  expenses, duplicating, printing and binding costs, telephone
                  and fax transmission charges, postage, delivery services,
                  secretarial services, and other disbursements and expenses.

                  (e) "Indemnifiable Amounts" shall have the meaning ascribed
                  to that term in Section 3 below.

                  (f) "Liabilities" shall mean judgments, damages, liabilities,
                  losses, penalties, excise taxes, fines and amounts paid in
                  settlement.

                  (g) "Proceeding" shall mean any threatened, pending or
                  completed claim, action, suit, arbitration, alternate dispute
                  resolution process, investigation, administrative hearing,
                  appeal, or any other proceeding, whether civil, criminal,
                  administrative, arbitrative or investigative, whether formal
                  or informal, including a proceeding initiated by Indemnitee
                  pursuant to Section 13 of this Agreement to enforce
                  Indemnitee's rights hereunder.

                  (h) "Subsidiary" shall mean any corporation, partnership,
                  limited liability company, joint venture, trust or other
                  Entity of which the Company owns (either directly or through
                  or together with another Subsidiary of the Company) either (i)
                  a general partner, managing member or other similar interest
                  or (ii) (A) 50% or



                                       2


                  more of the voting power of the voting capital equity
                  interests of such corporation, partnership, limited liability
                  company, joint venture or other Entity, or (B) 50% or more of
                  the outstanding voting capital stock or other voting equity
                  interests of such corporation, partnership, limited liability
                  company, joint venture or other Entity.

         2. Services of Indemnitee. In consideration of the Company's covenants
and commitments hereunder, Indemnitee agrees to serve or continue to serve as a
director or executive officer of the Company. However, this Agreement shall not
impose any obligation on Indemnitee or the Company to continue Indemnitee's
service to the Company beyond any period otherwise required by law or by other
agreements or commitments of the parties, if any. Indemnitee may at any time
and for any reason resign from such position (subject to any other contractual
obligation or any obligation imposed by operation of law), upon which event the
Company shall have no obligation under this Agreement to continue Indemnitee in
such position. Notwithstanding the forgoing, this Agreement shall continue in
force after Indemnitee has ceased to serve as a director or executive officer
of the Company.

         3. Indemnity in Third-Party Proceedings. The Company shall indemnify
Indemnitee in accordance with the provisions of this Section 3 if Indemnitee
is, or is threatened to be made, by reason of Indemnitee's Corporate Status, a
party to or a participant in any Proceeding, other than a Proceeding by or in
the right of the Company to procure a judgment in its favor. Pursuant to this
Section 3, Indemnitee shall be indemnified against all Expenses and Liabilities
actually and reasonably incurred by Indemnitee or on his behalf in connection
with such Proceeding or any claim, issue or matter therein (indemnifiable
Expenses and Liabilities collectively referred herein as "Indemnifiable
Amounts"), if Indemnitee acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the Company and, in
the case of a criminal Proceeding, had not reasonable cause to believe that his
conduct was unlawful. Indemnitee shall not enter into any settlement in
connection with a Proceeding without the consent of the Company, which shall
not be unreasonably held or delayed.

         4. Indemnity in Proceedings by or in the Right of the Company. The
Company shall indemnify Indemnitee in accordance with the provisions of this
Section 4 if Indemnitee is, or is threatened to be made, by reason of
Indemnitee's Corporate Status, a party to or a participant in any Proceeding by
or in the right of the Company to procure a judgment in its favor. Pursuant to
this Section 4, Indemnitee shall be indemnified against all Expenses actually
and reasonably incurred by him or on his behalf in connection with such
Proceeding or any claim, issue or matter therein, if Indemnitee acted in good
faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the Company. No indemnification for Expenses shall be made
under this Section 4 in respect of any claim, issue or matter as to which
Indemnitee shall have been finally adjudged by a court to be liable to the
Company, unless and only to the extent that the Delaware Court of Chancery (the
"Delaware Chancery Court") or any court in which the Proceeding was brought
shall determine upon application that, despite the adjudication of liability,
but in view of all the circumstances of the case, Indemnitee is fairly and
reasonably



                                       3


entitled to indemnification for such Expenses as the Delaware Chancery Court or
such other court shall deem proper.

         5. Indemnification for Expenses of a Party Who is Wholly or Partly
Successful. If Indemnitee is not wholly successful in such Proceeding but is
successful, on the merits or otherwise, as to one or more but less than all
claims, issues or matters in such Proceeding, the Company shall indemnify
Indemnitee against: (a) all Expenses reasonably incurred by Indemnitee or on
Indemnitee's behalf in connection with each successfully resolved claim, issue
or matter; and (b) any claim, issue or matter related to any such successfully
resolved claim, issue or matter. For purposes of this Agreement, the
termination of any claim, issue or matter in such a Proceeding by dismissal,
with or without prejudice, by reason of settlement, judgment, order or
otherwise, shall be deemed to be a successful result as to such claim, issue or
matter.

         6. Procedure for Payment of Indemnifiable Amounts. Indemnitee shall
submit to the Company a written request specifying the Indemnifiable Amounts
for which Indemnitee seeks payment under Sections 3, 4 or 5 of this Agreement
and the basis for the claim. The Company shall pay such Indemnifiable Amounts
to Indemnitee promptly upon receipt of its request. At the request of the
Company, Indemnitee shall furnish such documentation and information as are
reasonably available to Indemnitee and necessary to establish that Indemnitee
is entitled to indemnification hereunder.

         7. Indemnification For Expenses of a Witness. Notwithstanding any
other provision of this Agreement, to the extent that Indemnitee is, by reason
of his Corporate Status, a witness in any Proceeding to which Indemnitee is not
a party, he shall be indemnified against all Expenses actually and reasonably
incurred by him or on his behalf in connection therewith.

         8. Effect of Certain Resolutions. Neither the settlement or
termination of any Proceeding nor the failure of the Company to award
indemnification or to determine that indemnification is payable shall create a
presumption that Indemnitee is not entitled to indemnification hereunder. In
addition, the termination of any proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent shall not
create a presumption that Indemnitee did not act in good faith and in a manner
which Indemnitee reasonably believed to be in or not opposed to the best
interests of the Company or, with respect to any criminal Proceeding, had
reasonable cause to believe that Indemnitee's action was unlawful.

         9. Exclusions. Notwithstanding any provision in this Agreement to the
contrary, the Company shall not be obligated under this Agreement to make any
indemnity in connection with any claim made against Indemnitee:

                  (a)      for which payment has actually been made to or on
                           behalf of Indemnitee under any insurance policy or
                           other indemnity provision, except with


                                       4



                           respect to any excess beyond the amount paid under
                           any insurance policy or other indemnity provisions;

                  (b)      for an accounting of profits made from the purchase
                           and sale (or sale and purchase) by Indemnitee of
                           securities of the Company within the meaning of
                           Section 16(b) of the Securities Exchange Act of
                           1934, as amended, or similar provisions of state
                           statutory law or common law; or

                  (c)      for which payment is prohibited by applicable law.

         10. Agreement to Advance Expenses; Undertaking. The Company shall
advance all Expenses incurred by or on behalf of Indemnitee in connection with
any Proceeding, including a Proceeding by or in the right of the Company, in
which Indemnitee is involved by reason of such Indemnitee's Corporate Status
within thirty (30) calendar days after the receipt by the Company of a written
statement from Indemnitee requesting such advance or advances from time to
time, whether prior to or after final disposition of such Proceeding. Advances
shall be unsecured and interest free. Advances shall be made without regard to
Indemnitee's ability to repay the expenses and without regard to Indemnitee's
ultimate entitlement to indemnification under the other provisions of this
Agreement. To the extent required by Delaware law, Indemnitee hereby undertakes
to repay any and all of the amount of indemnifiable Expenses paid to Indemnitee
if it is finally determined by a court of competent jurisdiction that
Indemnitee is not entitled under this Agreement to indemnification with respect
to such Expenses. This undertaking is an unlimited general obligation of
Indemnitee.

         11. Procedure for Advance Payment of Expenses. Indemnitee shall submit
to the Company a written request specifying the Expenses for which Indemnitee
seeks an advancement under Section 10 of this Agreement, together with
documentation evidencing that Indemnitee has incurred such Expenses (which
shall include invoices received by Indemnitee in connection with such Expenses
but, in the case of invoices in connection with legal services, any reference
to legal work performed or to expenditures made that would cause Indemnitee to
waive any privilege accorded by applicable law shall not be included with the
invoice). Advances under Section 10 shall be made no later than thirty (30)
calendar days after the Company's receipt of such request. If a claim for
advancement of Expenses hereunder by Indemnitee is not paid in full by the
Company within thirty (30) calendar days after receipt by the Company of
documentation of Expenses and the required undertaking, Indemnitee may at any
time thereafter bring suit against the Company to recover the unpaid amount of
the claim and if successful in whole or in part, Indemnitee shall also be
entitled to be paid the expenses of prosecuting such claim. The burden of
proving that Indemnitee is not entitled to an advancement of expenses shall be
on the Company.

         12. Presumptions and Effect of Certain Proceedings.

                  (a) In making a determination required to be made under
                  Delaware law with respect to entitlement to indemnification
                  hereunder, the person, persons or entity



                                       5


                  making such determination shall presume that Indemnitee is
                  entitled to indemnification under this Agreement if
                  Indemnitee has submitted a request for indemnification in
                  accordance with Section 6 of this Agreement, and the Company
                  shall have the burden of proof to overcome that presumption
                  in connection with the making of any determination contrary
                  to that presumption. Neither the failure of the Company or of
                  any person, persons or entity to have made a determination
                  prior to the commencement of any action pursuant to this
                  Agreement that indemnification is proper in the circumstances
                  because Indemnitee has met the applicable standard of
                  conduct, nor an actual determination by the Company or by any
                  person, persons or entity that Indemnitee has not met such
                  applicable standard of conduct, shall be a defense to the
                  action or create a presumption that Indemnitee has not met
                  the applicable standard of conduct.

                  (b) The termination of any Proceeding or of any claim, issue
                  or matter therein, by judgment, order, settlement or
                  conviction, or upon a plea of nolo contendere or its
                  equivalent, shall not (except as otherwise expressly provided
                  in this Agreement) of itself adversely affect the right of
                  Indemnitee to indemnification or create a presumption that
                  Indemnitee did not act in good faith and in a manner which he
                  reasonably believed to be in or not opposed to the best
                  interests of the Company or, with respect to any criminal
                  Proceeding, that Indemnitee had reasonable cause to believe
                  that his conduct was unlawful.

                  (c) For purposes of any determination of good faith,
                  Indemnitee shall be deemed to have acted in good faith if
                  Indemnitee's action is based on the records or books of
                  account of the Enterprise, including financial statements, or
                  on information supplied to Indemnitee by the officers of the
                  Enterprise in the course of their duties, or on the advice of
                  legal counsel for the Enterprise or the Board of Directors or
                  counsel selected by any committee of the Board of Directors
                  or on information or records given or reports made to the
                  Enterprise by an independent certified public accountant or
                  by an appraiser, investment banker or other expert selected
                  with reasonable care by the Company or the Board of Directors
                  or any committee of the Board of Directors. The provisions of
                  this Section 12(c) shall not be deemed to be exclusive or to
                  limit in any way the other circumstances in which the
                  Indemnitee may be deemed to have met the applicable standard
                  of conduct set forth in this Agreement.

                  (d) The knowledge and/or actions, or failure to act, of any
                  director, officer, agent or employee of the Enterprise shall
                  not be imputed to Indemnitee for purposes of determining the
                  right to indemnification under this Agreement.

         13. Remedies of Indemnitee.

                  (a) Right to Petition Court. In the event that Indemnitee
                  makes a request for payment of Indemnifiable Amounts under
                  Sections 3, 4 and 5 above or a request



                                       6


                  for an advancement of Expenses under Sections 10 and 11 above
                  and the Company fails to make such payment or advancement in
                  a timely manner pursuant to the terms of this Agreement,
                  Indemnitee may petition the Delaware Chancery Court to
                  enforce the Company's obligations under this Agreement.

                  (b) Burden of Proof. In any judicial proceeding brought under
                  Section 13(a) above, the Company shall have the burden of
                  proving that Indemnitee is not entitled to payment of
                  Indemnifiable Amounts hereunder.

                  (c) Expenses. The Company agrees to reimburse Indemnitee in
                  full for any Expenses incurred by Indemnitee in connection
                  with investigating, preparing for, litigating, defending or
                  settling any action brought by Indemnitee under Section 13(a)
                  above, or in connection with any claim or counterclaim
                  brought by the Company in connection therewith, if Indemnitee
                  is successful in whole or in part in connection with any such
                  action.

                  (d) Failure to Act Not a Defense. The failure of the Company
                  (including its Board of Directors or any committee thereof,
                  independent legal counsel, or stockholders) to make a
                  determination concerning the permissibility of the payment of
                  Indemnifiable Amounts or the advancement of indemnifiable
                  Expenses under this Agreement shall not be a defense in any
                  action brought under Section 13(a) above, and shall not
                  create a presumption that such payment or advancement is not
                  permissible.

         14. Defense of the Underlying Proceeding.

                  (a) Notice by Indemnitee. Indemnitee agrees to notify the
                  Company promptly upon being served with any summons,
                  citation, subpoena, complaint, indictment, information, or
                  other document relating to any Proceeding which may result in
                  the payment of Indemnifiable Amounts or the advancement of
                  Expenses hereunder; provided, however, that the failure to
                  give any such notice shall not disqualify Indemnitee from the
                  right, or otherwise affect in any manner any right of
                  Indemnitee, to receive payments of Indemnifiable Amounts or
                  advancements of Expenses unless the Company's ability to
                  defend in such Proceeding is materially and adversely
                  prejudiced thereby.

                  (b) Defense by Company. Subject to the provisions of the last
                  sentence of this Section 14(b) and of Section 14(c) below,
                  the Company shall have the right to defend Indemnitee in any
                  Proceeding which may give rise to the payment of
                  Indemnifiable Amounts hereunder; provided, however that the
                  Company shall notify Indemnitee of any such decision to
                  defend within thirty (30) calendar days of receipt of notice
                  of any such Proceeding under Section 14(a) above. The Company
                  shall not, without the prior written consent of Indemnitee,
                  consent to



                                       7


                  the entry of any judgment against Indemnitee or enter into
                  any settlement or compromise which (i) includes an admission
                  of fault of Indemnitee or (ii) does not include, as an
                  unconditional term thereof, the full release of Indemnitee
                  from all liability in respect of such Proceeding, which
                  release shall be in form and substance reasonably
                  satisfactory to Indemnitee. This Section 14(b) shall not
                  apply to a Proceeding brought by Indemnitee under Section
                  13(a) above or pursuant to Section 22 below.

                  (c) Indemnitee's Right to Counsel. Notwithstanding the
                  provisions of Section 14(b) above, if in a Proceeding to
                  which Indemnitee is a party by reason of Indemnitee's
                  Corporate Status, (i) Indemnitee reasonably concludes that he
                  or she may have separate defenses or counterclaims to assert
                  with respect to any issue which may not be consistent with
                  the position of other defendants in such Proceeding, (ii) a
                  conflict of interest or potential conflict of interest exists
                  between Indemnitee and the Company, or (iii) if the Company
                  fails to assume the defense of such proceeding in a timely
                  manner, Indemnitee shall be entitled to be represented by a
                  separate legal counsel of Indemnitee's choice at the expense
                  of the Company. In addition, if the Company fails to comply
                  with any of its obligations under this Agreement or in the
                  event that the Company or any other person takes any action
                  to declare this Agreement void or unenforceable, or
                  institutes any action, suit or proceeding to deny or to
                  recover from Indemnitee the benefits intended to be provided
                  to Indemnitee hereunder, Indemnitee shall have the right to
                  retain a counsel of Indemnitee's choice, at the expense of
                  the Company, to represent Indemnitee in connection with any
                  such matter.

         15. Representations and Warranties of the Company. The Company hereby
represents and warrants to Indemnitee as follows:

                  (a) Authority. The Company has all necessary power and
                  authority to enter into, and be bound by the terms of, this
                  Agreement, and the execution, delivery and performance of the
                  undertakings contemplated by this Agreement have been duly
                  authorized by the Company.

                  (b) Enforceability. This Agreement, when executed and
                  delivered by the Company in accordance with the provisions
                  hereof, shall be a legal, valid and binding obligation of the
                  Company, enforceable against the Company in accordance with
                  its terms, except as such enforceability may be limited by
                  applicable bankruptcy, insolvency, moratorium, reorganization
                  or similar laws affecting the enforcement of creditors'
                  rights generally.

         16. Insurance. The Company shall, from time to time, make the good
faith determination whether or not it is practicable for the Company to obtain
and maintain a policy or policies of insurance with a reputable insurance
company providing the Indemnitee with coverage for losses from wrongful acts.
For so long as Indemnitee shall remain a director or executive officer of the
Company and with respect to any such prior service, in all policies of


                                       8



director and officer liability insurance, Indemnitee shall be named as an
insured in such a manner as to provide Indemnitee the same rights and benefits
as are accorded to the most favorably insured of the Company's officers and
directors. Notwithstanding the foregoing, the Company shall have no obligation
to obtain or maintain such insurance if the Company determines in good faith
that such insurance is not reasonably available, if the premium costs for such
insurance are disproportionate to the amount of coverage provided, or if the
coverage provided by such insurance is limited by exclusions so as to provide
an insufficient benefit. The Company shall promptly notify Indemnitee of any
good faith determination not to provide such coverage.

         17. Contract Rights Not Exclusive. The rights to payment of
Indemnifiable Amounts and advancement of indemnifiable Expenses provided by
this Agreement shall be in addition to, but not exclusive of, any other rights
which Indemnitee may have at any time under applicable law, the Company's
Certificate of Incorporation or By-laws, or any other agreement, vote of
stockholders or directors (or a committee of directors), or otherwise, both as
to action in Indemnitee's official capacity and as to action in any other
capacity as a result of Indemnitee's serving as a director or executive officer
of the Company.

         18. Successors. This Agreement shall be (a) binding upon all
successors and assigns of the Company (including any transferee of all or a
substantial portion of the business, stock and/or assets of the Company and any
direct or indirect successor by merger or consolidation or otherwise by
operation of law) and (b) binding on and shall inure to the benefit of the
heirs, personal representatives, executors and administrators of Indemnitee.
This Agreement shall continue for the benefit of Indemnitee and such heirs,
personal representatives, executors and administrators after Indemnitee has
ceased to have Corporate Status.

         19. Subrogation. In the event of any payment of Indemnifiable Amounts
under this Agreement, the Company shall be subrogated to the extent of such
payment to all of the rights of contribution or recovery of Indemnitee against
other persons, and Indemnitee shall take, at the request of the Company, all
reasonable action necessary to secure such rights, including the execution of
such documents as are necessary to enable the Company to bring suit to enforce
such rights.

         20. Change in Law. To the extent that a change in Delaware law
(whether by statute or judicial decision) shall permit broader indemnification
or advancement of expenses than is provided under the terms of the By-laws and
this Agreement, Indemnitee shall be entitled to such broader indemnification
and advancements, and this Agreement shall be deemed to be amended to such
extent.

         21. Severability. Whenever possible, each provision of this Agreement
shall be interpreted in such a manner as to be effective and valid under
applicable law, but if any provision of this Agreement, or any clause thereof,
shall be determined by a court of competent jurisdiction to be illegal, invalid
or unenforceable, in whole or in part, such provision or clause


                                       9



shall be limited or modified in its application to the minimum extent necessary
to make such provision or clause valid, legal and enforceable, and the
remaining provisions and clauses of this Agreement shall remain fully
enforceable and binding on the parties.

         22. Indemnitee as Plaintiff. Except as provided in Section 13(c) of
this Agreement and in the next sentence, Indemnitee shall not be entitled to
payment of Indemnifiable Amounts or advancement of indemnifiable Expenses with
respect to any Proceeding brought by Indemnitee against the Company, any Entity
which it controls, any director or officer thereof, or any third party, unless
the Board of Directors of the Company has consented to the initiation of such
Proceeding. This Section 22 shall not apply to counterclaims or affirmative
defenses asserted by Indemnitee in an action brought against Indemnitee.

         23. Modifications and Waiver. Except as provided in Section 20 above
with respect to changes in Delaware law which broaden the right of Indemnitee
to be indemnified by the Company, no supplement, modification or amendment of
this Agreement shall be binding unless executed in writing by each of the
parties hereto. No waiver of any of the provisions of this Agreement shall be
deemed or shall constitute a waiver of any other provisions of this Agreement
(whether or not similar), nor shall such waiver constitute a continuing waiver.

         24. General Notices. All notices, requests, demands and other
communications hereunder shall be in writing and shall be deemed to have been
duly given (a) when delivered by hand, (b) when transmitted by facsimile and
receipt is acknowledged, or (c) if mailed by certified or registered mail with
postage prepaid, on the third business day after the date on which it is so
mailed:

                  (i)      If to Indemnitee, to:

                           -----------------------------

                           -----------------------------

                           -----------------------------

                           -----------------------------

                  (ii)     If to the Company, to:

                           iRobot Corporation
                           63 South Avenue
                           Burlington, MA 01803
                           Attention: Chief Executive Officer

or to such other address as may have been furnished in the same manner by any
party to the others.


                                      10


         25. Governing Law; Consent to Jurisdiction; Service of Process. This
Agreement shall be governed by and construed in accordance with the laws of the
State of Delaware without regard to its rules of conflict of laws. Each of the
Company and the Indemnitee hereby irrevocably and unconditionally consents to
submit to the exclusive jurisdiction of the Delaware Chancery Court and the
courts of the United States of America located in the State of Delaware (the
"Delaware Courts") for any litigation arising out of or relating to this
Agreement and the transactions contemplated hereby (and agrees not to commence
any litigation relating thereto except in such courts), waives any objection to
the laying of venue of any such litigation in the Delaware Courts and agrees
not to plead or claim in any Delaware Court that such litigation brought
therein has been brought in an inconvenient forum. Each of the parties hereto
agrees, (a) to the extent such party is not otherwise subject to service of
process in the State of Delaware, to appoint and maintain an agent in the State
of Delaware as such party's agent for acceptance of legal process, and (b) that
service of process may also be made on such party by prepaid certified mail
with a proof of mailing receipt validated by the United States Postal Service
constituting evidence of valid service. Service made pursuant to (a) or (b)
above shall have the same legal force and effect as if served upon such party
personally within the State of Delaware. For purposes of implementing the
parties' agreement to appoint and maintain an agent for service of process in
the State of Delaware, each such party does hereby appoint The Corporation
Trust Company, 1209 Orange Street, Wilmington, New Castle County, Delaware
19801, as such agent and each such party hereby agrees to complete all actions
necessary for such appointment.


                            [signature page follows]


                                      11



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


                                       IROBOT CORPORATION



                                       By:
                                          ------------------------------------
                                          Name:
                                          Title:


                                       INDEMNITEE



                                       ------------------------------------

                                                                   Exhibit 10.18

                               IROBOT CORPORATION

                      2005 STOCK OPTION AND INCENTIVE PLAN

SECTION 1. GENERAL PURPOSE OF THE PLAN; DEFINITIONS

     The name of the plan is the iRobot Corporation 2005 Stock Option and
Incentive Plan (the "Plan"). The purpose of the Plan is to encourage and enable
the officers, employees, Non-Employee Directors and other key persons (including
consultants and prospective employees) of iRobot Corporation (the "Company") and
its Subsidiaries upon whose judgment, initiative and efforts the Company largely
depends for the successful conduct of its business to acquire a proprietary
interest in the Company. It is anticipated that providing such persons with a
direct stake in the Company's welfare will assure a closer identification of
their interests with those of the Company and its stockholders, thereby
stimulating their efforts on the Company's behalf and strengthening their desire
to remain with the Company.

     The following terms shall be defined as set forth below:

     "Act" means the Securities Act of 1933, as amended, and the rules and
regulations thereunder.

     "Administrator" is defined in Section 2(a).

     "Award" or "Awards," except where referring to a particular category of
grant under the Plan, shall include Incentive Stock Options, Non-Qualified Stock
Options, Stock Appreciation Rights, Deferred Stock Awards and Restricted Stock
Awards.

     "Board" means the Board of Directors of the Company.

     "Code" means the Internal Revenue Code of 1986, as amended, and any
successor Code, and related rules, regulations and interpretations.

     "Committee" means the compensation committee of the Board or a similar
committee performing the functions of the compensation committee and which is
comprised of not less than two Non-Employee Directors who are independent.

     "Covered Employee" means an employee who is a "Covered Employee" within the
meaning of Section 162(m) of the Code.

     "Deferred Stock Award" means Awards granted pursuant to Section 8.

     "Effective Date" means the date on which the Plan is approved by
stockholders as set forth in Section 17.

     "Exchange Act" means the Securities Exchange Act of 1934, as amended, and
the rules and regulations thereunder.



     "Fair Market Value" of the Stock on any given date means the fair market
value of the Stock determined in good faith by the Administrator; provided,
however, that if the Stock is admitted to quotation on the National Association
of Securities Dealers Automated Quotation System ("NASDAQ"), NASDAQ National
System or a national securities exchange, the determination shall be made by
reference to market quotations. If there are no market quotations for such date,
the determination shall be made by reference to the last date preceding such
date for which there are market quotations; provided further, however, that if
the date for which Fair Market Value is determined is the first day when trading
prices for the Stock are reported on NASDAQ or on a national securities
exchange, the Fair Market Value shall be the "Price to the Public" (or
equivalent) set forth on the cover page for the final prospectus relating to the
Company's Initial Public Offering.

     "Incentive Stock Option" means any Stock Option designated and qualified as
an "incentive stock option" as defined in Section 422 of the Code.

     "Initial Public Offering" means the consummation of the first fully
underwritten, firm commitment public offering pursuant to an effective
registration statement under the Act covering the offer and sale by the Company
of its equity securities, or such other event as a result of or following which
the Stock shall be publicly held.

     "Non-Employee Director" means a member of the Board who is not also an
employee of the Company or any Subsidiary.

     "Non-Qualified Stock Option" means any Stock Option that is not an
Incentive Stock Option.

     "Option" or "Stock Option" means any option to purchase shares of Stock
granted pursuant to Section 5.

     "Performance Cycle" means one or more periods of time, which may be of
varying and overlapping durations, as the Administrator may select, over which
the attainment of one or more performance criteria will be measured for the
purpose of determining a grantee's right to and the payment of a Restricted
Stock Award or Deferred Stock Award.

     "Restricted Stock Award" means Awards granted pursuant to Section 7.

     "Section 409A" means Section 409A of the Code and the regulations and other
guidance promulgated thereunder.

     "Stock" means the Common Stock, par value $0.01 per share, of the Company,
subject to adjustments pursuant to Section 3.

     "Stock Appreciation Right" means any Award granted pursuant to Section 6.

     "Subsidiary" means any corporation or other entity (other than the Company)
in which the Company has a controlling interest, either directly or indirectly.


                                        2



     "Ten Percent Owner" means an employee who owns or is deemed to own (by
reason of the attribution rules of Section 424(d) of the Code) more than 10
percent of the combined voting power of all classes of stock of the Company or
any parent or subsidiary corporation.

SECTION 2. ADMINISTRATION OF PLAN; ADMINISTRATOR AUTHORITY TO SELECT GRANTEES
     AND DETERMINE AWARDS

     (a) Committee. The Plan shall be administered by either the Board or the
Committee (the "Administrator").

     (b) Powers of Administrator. The Administrator shall have the power and
authority to grant Awards consistent with the terms of the Plan, including the
power and authority:

          (i) to select the individuals to whom Awards may from time to time be
granted;

          (ii) to determine the time or times of grant, and the extent, if any,
of Incentive Stock Options, Non-Qualified Stock Options, Stock Appreciation
Rights, Restricted Stock Awards and Deferred Stock Awards, or any combination of
the foregoing, granted to any one or more grantees;

          (iii) to determine the number of shares of Stock to be covered by any
Award;

          (iv) to determine and modify from time to time the terms and
conditions, including restrictions, not inconsistent with the terms of the Plan,
of any Award, which terms and conditions may differ among individual Awards and
grantees, and to approve the form of written instruments evidencing the Awards;

          (v) to accelerate at any time the exercisability or vesting of all or
any portion of any Award;

          (vi) subject to the provisions of Section 5(a)(ii), to extend at any
time the period in which Stock Options may be exercised; and

          (vii) at any time to adopt, alter and repeal such rules, guidelines
and practices for administration of the Plan and for its own acts and
proceedings as it shall deem advisable; to interpret the terms and provisions of
the Plan and any Award (including related written instruments); to make all
determinations it deems advisable for the administration of the Plan; to decide
all disputes arising in connection with the Plan; and to otherwise supervise the
administration of the Plan.

     All decisions and interpretations of the Administrator shall be binding on
all persons, including the Company and Plan grantees.

     (c) Delegation of Authority to Grant Awards. The Administrator, in its
discretion, may delegate to any executive officer of the Company all or part of
the Administrator's authority and duties with respect to the granting of Awards
to employees who are not subject to the reporting and other provisions of
Section 16 of the Exchange Act or Covered Employees. Any


                                        3



such delegation by the Administrator shall include a limitation as to the amount
of Awards that may be granted during the period of the delegation and shall
contain guidelines as to the determination of the exercise price of any Stock
Option or Stock Appreciation Right, the conversion ratio or price of other
Awards and the vesting criteria. The Administrator may revoke or amend the terms
of a delegation at any time but such action shall not invalidate any prior
actions of the Administrator's delegate or delegates that were consistent with
the terms of the Plan.

     (d) Indemnification. Neither the Board nor the Committee, nor any member of
either or any delegate thereof, shall be liable for any act, omission,
interpretation, construction or determination made in good faith in connection
with the Plan, and the members of the Board and the Committee (and any delegate
thereof) shall be entitled in all cases to indemnification and reimbursement by
the Company in respect of any claim, loss, damage or expense (including, without
limitation, reasonable attorneys' fees) arising or resulting therefrom to the
fullest extent permitted by law and/or under any directors' and officers'
liability insurance coverage which may be in effect from time to time and/or any
indemnification agreement between such individual and the Company.

SECTION 3. STOCK ISSUABLE UNDER THE PLAN; MERGERS; SUBSTITUTION


     (a) Stock Issuable. The maximum number of shares of Stock reserved and
available for issuance under the Plan shall be the sum of (i) 1,583,682 shares,
(ii) such number of shares as equals that number of stock options or awards
returned to (A) the Company's Amended and Restated 1994 Stock Plan, as amended,
after the Effective Date, (B) the Company's Amended and Restated 2001 Special
Stock Option Plan, after the Effective Date, and (C) the Company's Amended and
Restated 2004 Stock Option and Incentive Plan, after the Effective Date, in each
case as a result of the expiration, cancellation or termination of such stock
options or awards and (iii) as of January 1, 2007 and each January 1,
thereafter, a number of shares equal to four and one-half percent (4.5%) of the
Company's outstanding Stock on such date, subject to adjustment as provided in
Section 3(c). For purposes of this limitation, the shares of Stock underlying
any Awards that are forfeited, canceled, held back upon exercise of an Option or
settlement of an Award to cover the exercise price or tax withholding,
reacquired by the Company prior to vesting, satisfied without the issuance of
Stock or otherwise terminated (other than by exercise) shall be added back to
the shares of Stock available for issuance under the Plan. In no event may
shares of Stock granted in the form of Incentive Stock Options exceed 10,000,000
shares. The shares available for issuance under the Plan may be authorized but
unissued shares of Stock or shares of Stock reacquired by the Company.


     (b) Per-Participant Limit. Subject to adjustment under Section 3(c), no
grantee may be granted Awards during any one fiscal year to purchase more than
2,500,000 shares of Stock.

     (c) Changes in Stock. Subject to Section 3(d) hereof, if, as a result of
any reorganization, recapitalization, reclassification, stock dividend, stock
split, reverse stock split or other similar change in the Company's capital
stock, the outstanding shares of Stock are increased or decreased or are
exchanged for a different number or kind of shares or other securities of the
Company, or additional shares or new or different shares or other securities of
the Company or other non-cash assets are distributed with respect to such shares
of Stock or


                                        4



other securities, or, if, as a result of any merger or consolidation, sale of
all or substantially all of the assets of the Company, the outstanding shares of
Stock are converted into or exchanged for a different number or kind of
securities of the Company or any successor entity (or a parent or subsidiary
thereof), the Administrator shall make an appropriate or proportionate
adjustment in (i) the maximum number of shares reserved for issuance under the
Plan and the maximum number of shares of Stock that may be granted in the form
of Incentive Stock Options, (ii) the number of Awards that can be granted to any
one individual grantee during any one fiscal year, (iii) the number and kind of
shares or other securities subject to any then outstanding Awards under the
Plan, (iv) the repurchase price, if any, per share subject to each outstanding
Restricted Stock Award, and (v) the price for each share subject to any then
outstanding Stock Options and Stock Appreciation Rights under the Plan, without
changing the aggregate exercise price (i.e., the exercise price multiplied by
the number of Stock Options and Stock Appreciation Rights) as to which such
Stock Options and Stock Appreciation Rights remain exercisable. The adjustment
by the Administrator shall be final, binding and conclusive. No fractional
shares of Stock shall be issued under the Plan resulting from any such
adjustment, but the Administrator in its discretion may make a cash payment in
lieu of fractional shares.

     The Administrator may also adjust the number of shares subject to
outstanding Awards and the exercise price and the terms of outstanding Awards to
take into consideration material changes in accounting practices or principles,
extraordinary dividends, acquisitions or dispositions of stock or property or
any other event if it is determined by the Administrator that such adjustment is
appropriate to avoid distortion in the operation of the Plan, provided that no
such adjustment shall be made in the case of a Stock Option or Stock
Appreciation Right, without the consent of the grantee, if it would constitute a
modification, extension or renewal of the Option within the meaning of Section
424(h) of the Code.

     (d) Acquisition of the Company

          (i) Consequences of an Acquisition. Upon the consummation of an
Acquisition, the Board or the board of directors of the surviving or acquiring
entity (as used in this Section 3(d), also the "Board"), shall, as to
outstanding Awards (on the same basis or on different bases as the Board shall
specify), make appropriate provision for the continuation of such Awards by the
Company or the assumption of such Awards by the surviving or acquiring entity
and by substituting on an equitable basis for the shares then subject to such
Awards either (a) the consideration payable with respect to the outstanding
shares of Stock in connection with the Acquisition, (b) shares of stock of the
surviving or acquiring corporation or (c) such other securities or other
consideration as the Board deems appropriate, the fair market value of which (as
determined by the Board in its sole discretion) shall not materially differ from
the fair market value of the shares of Stock subject to such Awards immediately
preceding the Acquisition. In addition to or in lieu of the foregoing, with
respect to outstanding Options and Stock Appreciation Rights, the Board may, on
the same basis or on different bases as the Board shall specify, upon written
notice to the affected optionees, provide that one or more Options and Stock
Appreciation Rights then outstanding must be exercised, in whole or in part,
within a specified number of days of the date of such notice, at the end of
which period such Options and Stock Appreciation Rights shall terminate, or
provide that one or more Options and Stock Appreciation Rights then outstanding,
in whole or in part, shall be terminated in exchange for a cash payment equal to
the excess of the fair market value (as determined by the Board in its sole


                                        5



discretion) for the shares subject to such Options and Stock Appreciation Rights
over the exercise price thereof; provided, however, that before terminating any
portion of an Option or Stock Appreciation Right that is not vested or
exercisable (other than in exchange for a cash payment), the Board must first
accelerate in full the exercisability of the portion that is to be terminated.
Unless otherwise determined by the Board (on the same basis or on different
bases as the Board shall specify), any repurchase rights or other rights of the
Company that relate to an Option, Stock Appreciation Right or other Award shall
continue to apply to consideration, including cash, that has been substituted,
assumed or amended for an Option, Stock Appreciation Right or other Award
pursuant to this paragraph. The Company may hold in escrow all or any portion of
any such consideration in order to effectuate any continuing restrictions.

          (ii) Acquisition Defined. An "Acquisition" shall mean: (x) the sale of
the Company by merger in which the stockholders of the Company in their capacity
as such no longer own a majority of the outstanding equity securities of the
Company (or its successor), or (y) any sale of all or substantially all of the
assets or capital stock of the Company (other than in a spin-off or similar
transaction), or (z) any other acquisition of the business of the Company, as
determined by the Board.

     (e) Substitute Awards. The Administrator may grant Awards under the Plan in
substitution for stock and stock based awards held by employees, directors or
other key persons of another corporation in connection with the merger or
consolidation of the employing corporation with the Company or a Subsidiary or
the acquisition by the Company or a Subsidiary of property or stock of the
employing corporation. The Administrator may direct that the substitute awards
be granted on such terms and conditions as the Administrator considers
appropriate in the circumstances. Any substitute Awards granted under the Plan
shall not count against the share limitation set forth in Section 3(a).

SECTION 4. ELIGIBILITY

     Grantees under the Plan will be such full or part-time officers and other
employees, directors and key persons (including consultants and prospective
employees) of the Company and its Subsidiaries as are selected from time to time
by the Administrator in its sole discretion.

SECTION 5. STOCK OPTIONS

     Any Stock Option granted under the Plan shall be in such form as the
Administrator may from time to time approve.

     Stock Options granted under the Plan may be either Incentive Stock Options
or Non-Qualified Stock Options. Incentive Stock Options may be granted only to
employees of the Company or any Subsidiary that is a "subsidiary corporation"
within the meaning of Section 424(f) of the Code. To the extent that any Option
does not qualify as an Incentive Stock Option, it shall be deemed a
Non-Qualified Stock Option.

     (a) Grants of Stock Options. Stock Options granted pursuant to this Section
5(a) shall be subject to the following terms and conditions and shall contain
such additional terms and conditions, not inconsistent with the terms of the
Plan, as the Administrator shall deem desirable.


                                        6



          (i) Exercise Price. The exercise price per share for the Stock covered
by a Stock Option granted pursuant to this Section 5(a) shall be determined by
the Administrator at the time of grant but shall not be less than one hundred
percent (100%) of the Fair Market Value on the date of grant. In the case of an
Incentive Stock Option that is granted to a Ten Percent Owner, the option price
of such Incentive Stock Option shall be not less than one hundred ten percent
(110%) of the Fair Market Value on the grant date.

          (ii) Option Term. The term of each Stock Option shall be fixed by the
Administrator, but no Stock Option shall be exercisable more than ten years
after the date the Stock Option is granted. In the case of an Incentive Stock
Option that is granted to a Ten Percent Owner, the term of such Stock Option
shall be no more than five years from the date of grant.

          (iii) Exercisability; Rights of a Stockholder. Stock Options shall
become exercisable at such time or times, whether or not in installments, as
shall be determined by the Administrator at or after the grant date. The
Administrator may at any time accelerate the exercisability of all or any
portion of any Stock Option. An optionee shall have the rights of a stockholder
only as to shares acquired upon the exercise of a Stock Option and not as to
unexercised Stock Options.

          (iv) Method of Exercise. Stock Options may be exercised in whole or in
part, by giving written notice of exercise to the Company, specifying the number
of shares to be purchased. Payment of the purchase price may be made by one or
more of the following methods to the extent provided in the Option Award
agreement:

               (A) In cash, by certified or bank check or other instrument
     acceptable to the Administrator;

               (B) Through the delivery (or attestation to the ownership) of
     shares of Stock that have been purchased by the optionee on the open market
     or that are beneficially owned by the optionee and are not then subject to
     restrictions under any Company plan. Such surrendered shares shall be
     valued at Fair Market Value on the exercise date. To the extent required to
     avoid variable accounting treatment under FAS 123R or other applicable
     accounting rules, such surrendered shares shall have been owned by the
     optionee for at least six months; or

               (C) By the optionee delivering to the Company a properly executed
     exercise notice together with irrevocable instructions to a broker to
     promptly deliver to the Company cash or a check payable and acceptable to
     the Company for the purchase price; provided that in the event the optionee
     chooses to pay the purchase price as so provided, the optionee and the
     broker shall comply with such procedures and enter into such agreements of
     indemnity and other agreements as the Administrator shall prescribe as a
     condition of such payment procedure.

Payment instruments will be received subject to collection. The transfer to the
optionee on the records of the Company or of the transfer agent of the shares of
Stock to be purchased pursuant to the exercise of a Stock Option will be
contingent upon receipt from the optionee (or a purchaser acting in his stead in
accordance with the provisions of the Stock Option) by the


                                        7



Company of the full purchase price for such shares and the fulfillment of any
other requirements contained in the Option Award agreement or applicable
provisions of laws (including the satisfaction of any withholding taxes that the
Company is obligated to withhold with respect to the optionee). In the event an
optionee chooses to pay the purchase price by previously-owned shares of Stock
through the attestation method, the number of shares of Stock transferred to the
optionee upon the exercise of the Stock Option shall be net of the number of
shares attested to.

          (v) Annual Limit on Incentive Stock Options. To the extent required
for "incentive stock option" treatment under Section 422 of the Code, the
aggregate Fair Market Value (determined as of the time of grant) of the shares
of Stock with respect to which Incentive Stock Options granted under this Plan
and any other plan of the Company or its parent and subsidiary corporations
become exercisable for the first time by an optionee during any calendar year
shall not exceed $100,000. To the extent that any Stock Option exceeds this
limit, it shall constitute a Non-Qualified Stock Option.

SECTION 6. STOCK APPRECIATION RIGHTS

     (a) Nature of Stock Appreciation Rights. A Stock Appreciation Right is an
Award entitling the recipient to receive shares of Stock having a value equal to
the excess of the Fair Market Value of the Stock on the date of exercise over
the exercise price of the Stock Appreciation Right, which price shall not be
less than 100 percent of the Fair Market Value of the Stock on the date of grant
(or more than the option exercise price per share, if the Stock Appreciation
Right was granted in tandem with a Stock Option) multiplied by the number of
shares of Stock with respect to which the Stock Appreciation Right shall have
been exercised.

     (b) Grant and Exercise of Stock Appreciation Rights. Stock Appreciation
Rights may be granted by the Administrator in tandem with, or independently of,
any Stock Option granted pursuant to Section 5 of the Plan. In the case of a
Stock Appreciation Right granted in tandem with a Non-Qualified Stock Option,
such Stock Appreciation Right may be granted either at or after the time of the
grant of such Option. In the case of a Stock Appreciation Right granted in
tandem with an Incentive Stock Option, such Stock Appreciation Right may be
granted only at the time of the grant of the Option.

     A Stock Appreciation Right or applicable portion thereof granted in tandem
with a Stock Option shall terminate and no longer be exercisable upon the
termination or exercise of the related Option.

     (c) Terms and Conditions of Stock Appreciation Rights. Stock Appreciation
Rights shall be subject to such terms and conditions as shall be determined from
time to time by the Administrator, subject to the following:

          (i) Stock Appreciation Rights granted in tandem with Options shall be
exercisable at such time or times and to the extent that the related Stock
Options shall be exercisable.

          (ii) Upon exercise of a Stock Appreciation Right, the applicable
portion of any related Option shall be surrendered.


                                        8



SECTION 7. RESTRICTED STOCK AWARDS

     (a) Nature of Restricted Stock Awards. A Restricted Stock Award is an Award
entitling the recipient to acquire, at such purchase price (which may be zero)
as determined by the Administrator, shares of Stock subject to such restrictions
and conditions as the Administrator may determine at the time of grant
("Restricted Stock"). Conditions may be based on continuing employment (or other
service relationship) and/or achievement of pre-established performance goals
and objectives. The grant of a Restricted Stock Award is contingent on the
grantee executing the Restricted Stock Award agreement. The terms and conditions
of each such agreement shall be determined by the Administrator, and such terms
and conditions may differ among individual Awards and grantees.

     (b) Rights as a Stockholder. Upon execution of a written instrument setting
forth the Restricted Stock Award and payment of any applicable purchase price, a
grantee shall have the rights of a stockholder with respect to the voting of the
Restricted Stock, subject to such conditions contained in the written instrument
evidencing the Restricted Stock Award. Unless the Administrator shall otherwise
determine, (i) uncertificated Restricted Stock shall be accompanied by a
notation on the records of the Company or the transfer agent to the effect that
they are subject to forfeiture until such Restricted Stock are vested as
provided in Section 7(d) below, and (ii) certificated Restricted Stock shall
remain in the possession of the Company until such Restricted Stock is vested as
provided in Section 7(d) below, and the grantee shall be required, as a
condition of the grant, to deliver to the Company such instruments of transfer
as the Administrator may prescribe.

     (c) Restrictions. Restricted Stock may not be sold, assigned, transferred,
pledged or otherwise encumbered or disposed of except as specifically provided
herein or in the Restricted Stock Award agreement. Except as may otherwise be
provided by the Administrator either in the Award agreement or, subject to
Section 14 below, in writing after the Award agreement is issued, if any, if a
grantee's employment (or other service relationship) with the Company and its
Subsidiaries terminates for any reason, any Restricted Stock that has not vested
at the time of termination shall automatically and without any requirement of
notice to such grantee from or other action by or on behalf of, the Company be
deemed to have been reacquired by the Company at its original purchase price
from such grantee or such grantee's legal representative simultaneously with
such termination of employment (or other service relationship), and thereafter
shall cease to represent any ownership of the Company by the grantee or rights
of the grantee as a stockholder. Following such deemed reacquisition of unvested
Restricted Stock that are represented by physical certificates, a grantee shall
surrender such certificates to the Company upon request without consideration.

     (d) Vesting of Restricted Stock. The Administrator at the time of grant
shall specify the date or dates and/or the attainment of pre-established
performance goals, objectives and other conditions on which the
non-transferability of the Restricted Stock and the Company's right of
repurchase or forfeiture shall lapse. Subsequent to such date or dates and/or
the attainment of such pre-established performance goals, objectives and other
conditions, the shares on which all restrictions have lapsed shall no longer be
Restricted Stock and shall be deemed "vested." Except as may otherwise be
provided by the Administrator either in the Award agreement or, subject to
Section 14 below, in writing after the Award agreement is issued, a grantee's
rights in


                                        9



any shares of Restricted Stock that have not vested shall automatically
terminate upon the grantee's termination of employment (or other service
relationship) with the Company and its Subsidiaries and such shares shall be
subject to the provisions of Section 7(c) above.

SECTION 8. DEFERRED STOCK AWARDS

     (a) Nature of Deferred Stock Awards. A Deferred Stock Award is an Award of
phantom stock units to a grantee, subject to restrictions and conditions as the
Administrator may determine at the time of grant. Conditions may be based on
continuing employment (or other service relationship) and/or achievement of
pre-established performance goals and objectives. The grant of a Deferred Stock
Award is contingent on the grantee executing the Deferred Stock Award agreement.
The terms and conditions of each such agreement shall be determined by the
Administrator, and such terms and conditions may differ among individual Awards
and grantees. At the end of the deferral period, the Deferred Stock Award, to
the extent vested, shall be paid to the grantee in the form of shares of Stock.

     (b) Election to Receive Deferred Stock Awards in Lieu of Compensation. The
Administrator may, in its sole discretion, permit a grantee to elect to receive
a portion of future cash compensation otherwise due to such grantee in the form
of a Deferred Stock Award. Any such election shall be made in writing and shall
be delivered to the Company no later than the date specified by the
Administrator and in accordance with Section 409A and such other rules and
procedures established by the Administrator. The Administrator shall have the
sole right to determine whether and under what circumstances to permit such
elections and to impose such limitations and other terms and conditions thereon
as the Administrator deems appropriate. Any such deferred compensation shall be
converted to a fixed number of phantom stock units based on the Fair Market
Value of Stock on the date the compensation would otherwise have been paid to
the grantee but for the deferral.

     (c) Rights as a Stockholder. During the deferral period, a grantee shall
have no rights as a stockholder; provided, however, that the grantee may be
credited with Dividend Equivalent Rights with respect to the phantom stock units
underlying his Deferred Stock Award, subject to such terms and conditions as the
Administrator may determine.

     (d) Termination. Except as may otherwise be provided by the Administrator
either in the Award agreement or, subject to Section 14 below, in writing after
the Award agreement is issued, a grantee's right in all Deferred Stock Awards
that have not vested shall automatically terminate upon the grantee's
termination of employment (or cessation of service relationship) with the
Company and its Subsidiaries for any reason.

SECTION 9. PERFORMANCE-BASED AWARDS TO COVERED EMPLOYEES

     Notwithstanding anything to the contrary contained herein, if any
Restricted Stock Award or Deferred Stock Award granted to a Covered Employee is
intended to qualify as "Performance-based Compensation" under Section 162(m) of
the Code and the regulations promulgated thereunder (a "Performance-based
Award"), such Award shall comply with the provisions set forth below:


                                       10



     (a) Performance Criteria. The performance criteria used in performance
goals governing Performance-based Awards granted to Covered Employees may
include any or all of the following: (i) the Company's return on equity, assets,
capital or investment: (ii) pre-tax or after-tax profit levels of the Company or
any Subsidiary, a division, an operating unit or a business segment of the
Company, or any combination of the foregoing; (iii) cash flow, funds from
operations or similar measure; (iv) total stockholder return; (v) changes in the
market price of the Stock; (vi) sales or market share; or (vii) earnings per
share.

     (b) Grant of Performance-based Awards. With respect to each
Performance-based Award granted to a Covered Employee, the Committee shall
select, within the first 90 days of a Performance Cycle (or, if shorter, within
the maximum period allowed under Section 162(m) of the Code) the performance
criteria for such grant, and the achievement targets with respect to each
performance criterion (including a threshold level of performance below which no
amount will become payable with respect to such Award). Each Performance-based
Award will specify the amount payable, or the formula for determining the amount
payable, upon achievement of the various applicable performance targets. The
performance criteria established by the Committee may be (but need not be)
different for each Performance Cycle and different goals may be applicable to
Performance-based Awards to different Covered Employees.

     (c) Payment of Performance-based Awards. Following the completion of a
Performance Cycle, the Committee shall meet to review and certify in writing
whether, and to what extent, the performance criteria for the Performance Cycle
have been achieved and, if so, to also calculate and certify in writing the
amount of the Performance-based Awards earned for the Performance Cycle. The
Committee shall then determine the actual size of each Covered Employee's
Performance-based Award, and, in doing so, may reduce or eliminate the amount of
the Performance-based Award for a Covered Employee if, in its sole judgment,
such reduction or elimination is appropriate.

SECTION 10. TRANSFERABILITY OF AWARDS

     (a) Transferability. Except as provided in Section 10(b) below, during a
grantee's lifetime, his or her Awards shall be exercisable only by the grantee,
or by the grantee's legal representative or guardian in the event of the
grantee's incapacity. No Awards shall be sold, assigned, transferred or
otherwise encumbered or disposed of by a grantee other than by will or by the
laws of descent and distribution. No Awards shall be subject, in whole or in
part, to attachment, execution, or levy of any kind, and any purported transfer
in violation hereof shall be null and void.

     (b) Committee Action. Notwithstanding Section 10(a), the Administrator, in
its discretion, may provide either in the Award agreement regarding a given
Award or by subsequent written approval that the grantee (who is an employee or
director) may transfer his or her Awards (other than any Incentive Stock
Options) to his or her immediate family members, to trusts for the benefit of
such family members, or to partnerships in which such family members are the
only partners, provided that the transferee agrees in writing with the Company
to be bound by all of the terms and conditions of this Plan and the applicable
Award.


                                       11



     (c) Family Member. For purposes of Section 10(b), "family member" shall
mean a grantee's child, stepchild, grandchild, parent, stepparent, grandparent,
spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law,
son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including
adoptive relationships, any person sharing the grantee's household (other than a
tenant of the grantee), a trust in which these persons (or the grantee) have
more than 50 percent of the beneficial interest, a foundation in which these
persons (or the grantee) control the management of assets, and any other entity
in which these persons (or the grantee) own more than 50 percent of the voting
interests.

     (d) Designation of Beneficiary. Each grantee to whom an Award has been made
under the Plan may designate a beneficiary or beneficiaries to exercise any
Award or receive any payment under any Award payable on or after the grantee's
death. Any such designation shall be on a form provided for that purpose by the
Administrator and shall not be effective until received by the Administrator. If
no beneficiary has been designated by a deceased grantee, or if the designated
beneficiaries have predeceased the grantee, the beneficiary shall be the
grantee's estate.

SECTION 11. TAX WITHHOLDING

     (a) Payment by Grantee. Each grantee shall, no later than the date as of
which the value of an Award or of any Stock or other amounts received thereunder
first becomes includable in the gross income of the grantee for Federal income
tax purposes, pay to the Company, or make arrangements satisfactory to the
Administrator regarding payment of, any Federal, state, or local taxes of any
kind required by law to be withheld by the Company with respect to such income.
The Company and its Subsidiaries shall, to the extent permitted by law, have the
right to deduct any such taxes from any payment of any kind otherwise due to the
grantee. The Company's obligation to deliver evidence of book entry (or stock
certificates) to any grantee is subject to and conditioned on tax withholding
obligations being satisfied by the grantee.

     (b) Payment in Stock. Subject to approval by the Administrator, a grantee
may elect to have the Company's minimum required tax withholding obligation
satisfied, in whole or in part, by (i) authorizing the Company to withhold from
shares of Stock to be issued pursuant to any Award a number of shares with an
aggregate Fair Market Value (as of the date the withholding is effected) that
would satisfy the withholding amount due, or (ii) transferring to the Company
shares of Stock owned by the grantee with an aggregate Fair Market Value (as of
the date the withholding is effected) that would satisfy the withholding amount
due.

SECTION 12. ADDITIONAL CONDITIONS APPLICABLE TO NONQUALIFIED DEFERRED
     COMPENSATION UNDER SECTION 409A.

     In the event any Stock Option or Stock Appreciation Right under the Plan is
granted with an exercise price of less than one hundred percent (100%) of the
Fair Market Value on the date of grant (regardless of whether or not such
exercise price is intentionally or unintentionally priced at less than Fair
Market Value), or such grant is materially modified and deemed a new grant at a
time when the Fair Market Value exceeds the exercise price, or any other Award
is otherwise determined to constitute "nonqualified deferred compensation"
within the meaning of


                                       12



Section 409A (a "409A Award"), the following additional conditions shall apply
and shall supersede any contrary provisions of this Plan or the terms of any
agreement relating to such 409A Award.

     (a) Exercise and Distribution. Except as provided in Section 12(b) hereof,
no 409A Award shall be exercisable or distributable earlier than upon one of the
following:

          (i) Specified Time. A specified time or a fixed schedule set forth in
the written instrument evidencing the 409A Award, but not later than after the
expiration of ten years from the date such Award was granted.

          (ii) Separation from Service. Separation from service (within the
meaning of Section 409A) by the 409A Award grantee; provided, however, that if
the 409A Award grantee is a "key employee" (as defined in Section 416(i) of the
Code without regard to paragraph (5) thereof) and any of the Company's Stock is
publicly traded on an established securities market or otherwise, exercise or
distribution under this Section 12(a)(ii) may not be made before the date that
is six months after the date of separation from service.

          (iii) Death. The date of death of the 409A Award grantee.

          (iv) Disability. The date the 409A Award grantee becomes disabled
(within the meaning of Section 12(c)(ii) hereof).

          (v) Unforeseeable Emergency. The occurrence of an unforeseeable
emergency (within the meaning of Section 12(c)(iii) hereof), but only if the net
value (after payment of the exercise price) of the number of shares of Stock
that become issuable does not exceed the amounts necessary to satisfy such
emergency plus amounts necessary to pay taxes reasonably anticipated as a result
of the exercise, after taking into account the extent to which the emergency is
or may be relieved through reimbursement or compensation by insurance or
otherwise or by liquidation of the grantee's other assets (to the extent such
liquidation would not itself cause severe financial hardship).

          (vi) Change in Control Event. The occurrence of a Change in Control
Event (within the meaning of Section 12(c)(i) hereof), including the Company's
discretionary exercise of the right to accelerate vesting of such grant upon a
Change in Control Event or to terminate the Plan or any 409A Award granted
hereunder within 12 months of the Change in Control Event.

     (b) No Acceleration. A 409A Award may not be accelerated or exercised prior
to the time specified in Section 12(a) hereof, except in the case of one of the
following events:

          (i) Domestic Relations Order. The 409A Award may permit the
acceleration of the exercise or distribution time or schedule to an individual
other than the grantee as may be necessary to comply with the terms of a
domestic relations order (as defined in Section 414(p)(1)(B) of the Code).


                                       13



          (ii) Conflicts of Interest. The 409A Award may permit the acceleration
of the exercise or distribution time or schedule as may be necessary to comply
with the terms of a certificate of divestiture (as defined in Section 1043(b)(2)
of the Code).

          (iii) Change in Control Event. The Administrator may exercise the
discretionary right to accelerate the vesting of such 409A Award upon a Change
in Control Event or to terminate the Plan or any 409A Award granted thereunder
within 12 months of the Change in Control Event and cancel the 409A Award for
compensation.

     (c) Definitions. Solely for purposes of this Section 12 and not for other
purposes of the Plan, the following terms shall be defined as set forth below:

          (i) "Change in Control Event" means the occurrence of a change in the
ownership of the Company, a change in effective control of the Company, or a
change in the ownership of a substantial portion of the assets of the Company
(as defined in IRS Notice 2005-1, Q&A-11, Q&A-12, Q&A-13 and Q&A-14 or any
subsequent guidance).

          (ii) "Disabled" means a grantee who (i) is unable to engage in any
substantial gainful activity by reason of any medically determinable physical or
mental impairment that can be expected to result in death or can be expected to
last for a continuous period of not less than 12 months, or (ii) is, by reason
of any medically determinable physical or mental impairment that can be expected
to result in death or can be expected to last for a continuous period of not
less than 12 months, receiving income replacement benefits for a period of not
less than three months under an accident and health plan covering employees of
the Company or its Subsidiaries.

          (iii) "Unforeseeable Emergency" means a severe financial hardship to
the grantee resulting from an illness or accident of the grantee, the grantee's
spouse, or a dependent (as defined in Section 152(a) of the Code) of the
grantee, loss of the grantee's property due to casualty, or similar
extraordinary and unforeseeable circumstances arising as a result of events
beyond the control of the grantee.

SECTION 13. TRANSFER, LEAVE OF ABSENCE, ETC.

     For purposes of the Plan, the following events shall not be deemed a
termination of employment:

     (a) a transfer to the employment of the Company from a Subsidiary or from
the Company to a Subsidiary, or from one Subsidiary to another; or

     (b) an approved leave of absence for military service or sickness, or for
any other purpose approved by the Company, if the employee's right to
re-employment is guaranteed either by a statute or by contract or under the
policy pursuant to which the leave of absence was granted or if the
Administrator otherwise so provides in writing.

SECTION 14. AMENDMENTS AND TERMINATION

     The Board may, at any time, amend or discontinue the Plan and the
Administrator may, at any time, amend or cancel any outstanding Award for the
purpose of satisfying changes in law or


                                       14



for any other lawful purpose, but no such action shall adversely affect rights
under any outstanding Award without the holder's consent. Except as provided in
Section 3(c) or 3(d), in no event may the Administrator exercise its discretion
to reduce the exercise price of outstanding Stock Options or Stock Appreciation
Rights or effect repricing through cancellation and re-grants. Any material Plan
amendments (other than amendments that curtail the scope of the Plan), including
any Plan amendments that (i) increase the number of shares reserved for issuance
under the Plan, (ii) expand the type of Awards available under, materially
expand the eligibility to participate in, or materially extend the term of, the
Plan, or (iii) materially change the method of determining Fair Market Value,
shall be subject to approval by the Company stockholders entitled to vote at a
meeting of stockholders. In addition, to the extent determined by the
Administrator to be required by the Code to ensure that Incentive Stock Options
granted under the Plan are qualified under Section 422 of the Code or to ensure
that compensation earned under Awards qualifies as performance-based
compensation under Section 162(m) of the Code, Plan amendments shall be subject
to approval by the Company stockholders entitled to vote at a meeting of
stockholders. Nothing in this Section 14 shall limit the Administrator's
authority to take any action permitted pursuant to Section 3(d).

SECTION 15. STATUS OF PLAN

     With respect to the portion of any Award that has not been exercised and
any payments in cash, Stock or other consideration not received by a grantee, a
grantee shall have no rights greater than those of a general creditor of the
Company unless the Administrator shall otherwise expressly determine in
connection with any Award or Awards. In its sole discretion, the Administrator
may authorize the creation of trusts or other arrangements to meet the Company's
obligations to deliver Stock or make payments with respect to Awards hereunder,
provided that the existence of such trusts or other arrangements is consistent
with the foregoing sentence.

SECTION 16. GENERAL PROVISIONS

     (a) No Distribution; Compliance with Legal Requirements. The Administrator
may require each person acquiring Stock pursuant to an Award to represent to and
agree with the Company in writing that such person is acquiring the shares
without a view to distribution thereof.

     No shares of Stock shall be issued pursuant to an Award until all
applicable securities law and other legal and stock exchange or similar
requirements have been satisfied. The Administrator may require the placing of
such stop-orders and restrictive legends on certificates for Stock and Awards as
it deems appropriate.

     (b) Delivery of Stock Certificates. Stock certificates to grantees under
this Plan shall be deemed delivered for all purposes when the Company or a stock
transfer agent of the Company shall have mailed such certificates in the United
States mail, addressed to the grantee, at the grantee's last known address on
file with the Company. Uncertificated Stock shall be deemed delivered for all
purposes when the Company or a Stock transfer agent of the Company shall have
given to the grantee by electronic mail (with proof of receipt) or by United
States mail, addressed to the grantee, at the grantee's last known address on
file with the Company,


                                       15



notice of issuance and recorded the issuance in its records (which may include
electronic "book entry" records).

     (c) Other Compensation Arrangements; No Employment Rights. Nothing
contained in this Plan shall prevent the Board from adopting other or additional
compensation arrangements, including trusts, and such arrangements may be either
generally applicable or applicable only in specific cases. The adoption of this
Plan and the grant of Awards do not confer upon any employee any right to
continued employment with the Company or any Subsidiary.

     (d) Trading Policy Restrictions. Option exercises and other Awards under
the Plan shall be subject to such Company's insider trading policy and
procedures, as in effect from time to time.

     (e) Forfeiture of Awards under Sarbanes-Oxley Act. If the Company is
required to prepare an accounting restatement due to the material noncompliance
of the Company, as a result of misconduct, with any financial reporting
requirement under the securities laws, then any grantee who is one of the
individuals subject to automatic forfeiture under Section 304 of the
Sarbanes-Oxley Act of 2002 shall reimburse the Company for the amount of any
Award received by such individual under the Plan during the 12-month period
following the first public issuance or filing with the United States Securities
and Exchange Commission, as the case may be, of the financial document embodying
such financial reporting requirement.

SECTION 17. EFFECTIVE DATE OF PLAN

     This Plan shall become effective upon approval by the holders of a majority
of the votes cast at a meeting of stockholders at which a quorum is present or
pursuant to a written consent of stockholders. No grants of Stock Options and
other Awards may be made hereunder after the tenth (10th) anniversary of the
Effective Date and no grants of Incentive Stock Options may be made hereunder
after the tenth (10th) anniversary of the date the Plan is approved by the
Board.

SECTION 18. GOVERNING LAW

     This Plan and all Awards and actions taken thereunder shall be governed by,
and construed in accordance with, the laws of the State of Delaware, applied
without regard to conflict of law principles.

DATE APPROVED BY BOARD OF DIRECTORS:

DATE APPROVED BY STOCKHOLDERS:


                                       16



                               IROBOT CORPORATION

                        INCENTIVE STOCK OPTION AGREEMENT

     iRobot Corporation (the "Company") hereby grants the following stock option
pursuant to its 2005 Stock Option and Incentive Plan, as amended from time to
time. The terms and conditions attached hereto are also a part hereof.


                                               
Name of optionee (the "Optionee")*:
Date of this option grant:
Number of shares of the Company's Common Stock
subject to this option ("Shares"):
Option exercise price per share:
Number, if any, of Shares that may be purchased
on or after the grant date:
Shares that are subject to vesting schedule:
Vesting Start Date:


Vesting Schedule:


                                                
One year from Vesting Start Date:                  ___% of the Shares
Two years from Vesting Start Date:                 ___% of the Shares
Three years from Vesting Start Date:               ___% of the Shares
Four years from Vesting Start Date:                ___% of the Shares
Five years from Vesting Start Date:                ___% of the Shares
All vesting is dependent on the continuation of a Business Relationship with the
Company, as provided herein.
Payment alternatives:                              Section 7(a)(i) through (iii)


     This option satisfies in full all commitments that the Company has to the
Optionee with respect to the issuance of stock, stock options or other equity
securities.

                                        IROBOT CORPORATION


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

- -------------------------------------
City/State/Zip Code

- ----------
*    N.B.: This form of agreement is designed for grants of "incentive stock
     options" to employees who, at time of grant, are not 10% stockholders.



                               IROBOT CORPORATION

      INCENTIVE STOCK OPTION AGREEMENT -- INCORPORATED TERMS AND CONDITIONS

     1. Grant Under Plan. This option is granted pursuant to and is governed by
the Company's 2005 Stock Option and Incentive Plan, as amended from time to time
(the "Plan") and, unless the context otherwise requires, terms used herein shall
have the same meaning as in the Plan.

     2. Grant as Incentive Stock Option. This option is intended to qualify as
an incentive stock option under Section 422 of the Internal Revenue Code of
1986, as amended, and the regulations thereunder (the "Code").

     3. Vesting of Option.

          (a) Vesting if Business Relationship Continues. The Optionee may
     exercise this option on or after the date of this option grant for the
     number of shares of Common Stock, if any, set forth (or, to the extent
     applicable, derived from the percentages set forth) on the cover page
     hereof. If the Optionee has continuously maintained a Business Relationship
     (as defined below) with the Company through the dates listed on the vesting
     schedule set forth on the cover page hereof, the Optionee may exercise this
     option for the additional number of shares of Common Stock set opposite the
     applicable vesting date. Notwithstanding the foregoing, the Board may, in
     its discretion, accelerate the date that any installment of this option
     becomes exercisable. The foregoing rights are cumulative and may be
     exercised only before the date which is seven years from the date of this
     option grant.

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

     4. Termination of Business Relationship.

          (a) Termination. If the Optionee's Business Relationship with the
     Company ceases, voluntarily or involuntarily, with or without cause, no
     further installments of this option shall become exercisable, and this
     option shall expire (may no longer be exercised) after the passage of 90
     days from the date of termination, but in no event later than the scheduled
     expiration date. 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.

          (b) Employment Status. For purposes hereof, with respect to employees
     of the Company, employment shall not be considered as having terminated
     during any leave of absence if such leave of absence has been approved in
     writing by the Company and if such written approval contractually obligates
     the Company to continue the employment of the Optionee after the approved
     period of absence; in the event of such an approved leave of absence,
     vesting of this option shall be suspended (and the period of the leave of
     written approval of the leave of absence. For purposes hereof, a
     termination of



                                      -2-


     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 option
     shall not be affected by any change of employment within or among the
     Company and its Subsidiaries so long as the Optionee continuously remains
     an employee of the Company or any Subsidiary.

     5. Death; Disability.

          (a) Death. Upon the death of the Optionee while the Optionee is
     maintaining a Business Relationship with the Company, this option may be
     exercised, to the extent otherwise exercisable on the date of the
     Optionee's death, by the Optionee's estate, personal representative or
     beneficiary to whom this option has been transferred pursuant to Section 9,
     only at any time within 180 days after the date of death, but not later
     than the scheduled expiration date.

          (b) Disability. If the Optionee ceases to maintain a Business
     Relationship with the Company by reason of his or her disability, this
     option may be exercised, to the extent otherwise exercisable on the date of
     cessation of the Business Relationship, only at any time within 180 days
     after such cessation of the Business Relationship, but not later than the
     scheduled expiration date. For purposes hereof, "disability" means
     "permanent and total disability" as defined in Section 22(e)(3) of the
     Code.

     6. Partial Exercise. This option may be exercised in part at any time and
from time to time within the above limits, except that this option may not be
exercised for a fraction of a share.

     7. Payment of Exercise Price. The exercise price shall be paid by one or
any combination of the following forms of payment that are applicable to this
option, as indicated on the cover page hereof:

          (i)  by cash, certified check or bank check payable to the order of
               the Company; or

          (ii) by delivery of an irrevocable and unconditional undertaking,
               satisfactory in form and substance to the Company, by a
               creditworthy broker to deliver promptly to the Company sufficient
               funds to pay the exercise price, or delivery by the Optionee to
               the Company of a copy of irrevocable and unconditional
               instructions, satisfactory in form and substance to the Company,
               to a creditworthy broker to deliver promptly to the Company cash
               or a check sufficient to pay the exercise price; or

          (iii) by delivery of shares of Common Stock having a fair market value
               equal as of the date of exercise to the option price. To the
               extent required to avoid variable accounting treatment under FAS
               123R or other applicable



                                      -3-


               accounting rules, such shares shall have been owned by the
               Optionee free of any substantial forfeiture for at least six
               months.

          In the case of (iii) above, fair market value as of the date of
     exercise shall be determined as of the last business day for which such
     prices or quotes are available prior to the date of exercise and shall mean
     (i) the last reported sale price (on that date) of the Common Stock on the
     principal national securities exchange on which the Common Stock is traded,
     if the Common Stock is then traded on a national securities exchange; or
     (ii) the last reported sale price (on that date) of the Common Stock on the
     Nasdaq National Market (or successor trading system), if the Common Stock
     is not then traded on a national securities exchange.

     8. Method of Exercising Option. Subject to the terms and conditions of this
agreement, this option may be exercised by written notice to the Company at its
principal executive office, or to such transfer agent as the Company shall
designate. Such notice shall state the election to exercise this option and the
number of Shares for which it is being exercised and shall be signed by the
person or persons so exercising this option. Such notice shall be accompanied by
payment of the full purchase price of such shares, and the Company shall deliver
a certificate or certificates representing such shares as soon as practicable
after the notice shall be received. Such certificate or certificates shall be
registered in the name of the person or persons so exercising this option (or,
if this option shall be exercised by the Optionee and if the Optionee shall so
request in the notice exercising this option, shall be registered in the name of
the Optionee and another person jointly, with right of survivorship). In the
event this option shall be exercised, pursuant to Section 5 hereof, by any
person or persons other than the Optionee, such notice shall be accompanied by
appropriate proof of the right of such person or persons to exercise this
option.

     9. Option Not Transferable. This option is not transferable or assignable
except by will or by the laws of descent and distribution. During the Optionee's
lifetime only the Optionee can exercise this option.

     10. No Obligation to Exercise Option. The grant and acceptance of this
option imposes no obligation on the Optionee to exercise it.

     11. No Obligation to Continue Business Relationship. Neither the Plan, this
agreement, nor the grant of this option imposes any obligation on the Company to
continue the Optionee in employment or other Business Relationship.

     12. Adjustments. Except as is expressly provided in the Plan with respect
to certain changes in the capitalization of the Company, no adjustment shall be
made for dividends or similar rights for which the record date is prior to such
date of exercise.

     13. Withholding Taxes. If the Company in its discretion determines that it
is obligated to withhold any tax in connection with the exercise of this option,
or in connection with the transfer of, or the lapse of restrictions on, any
Common Stock or other property acquired pursuant to this option, the Optionee
hereby agrees that the Company may withhold from the Optionee's wages or other
remuneration the appropriate amount of tax. At the discretion of the



                                       -4-


Company, the amount required to be withheld may be withheld in cash from such
wages or other remuneration or in kind from the Common Stock or other property
otherwise deliverable to the Optionee on exercise of this option. The Optionee
further agrees that, if the Company does not withhold an amount from the
Optionee's wages or other remuneration sufficient to satisfy the withholding
obligation of the Company, the Optionee will make reimbursement on demand, in
cash, for the amount underwithheld. In the event withholding is satisfied in
kind, only the minimum amount of required withholding shall be made.

     14. Early Disposition. The Optionee agrees to notify the Company in writing
immediately after the Optionee transfers any Shares, if such transfer occurs on
or before the later of (a) the date that is two years after the date of this
agreement or (b) the date that is one year after the date on which the Optionee
acquired such Shares. The Optionee also agrees to provide tax purposes.

     15. 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.

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

     17. Miscellaneous.

          (a) Notices. All notices hereunder shall be in writing and shall be
     deemed given when sent by mail, if to the Optionee, to the address set
     forth on the cover page 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. If this option becomes exercisable for a
     fraction of a share because of the adjustment provisions contained in the
     Plan, such fraction shall be rounded down.

          (d) Issuances of Securities; Changes in Capital Structure. Except as
     expressly provided herein or in the Plan, no issuance by the Company of
     shares of stock of any class, or securities convertible into shares of
     stock of any class, shall affect, and no adjustment by reason thereof shall
     be made with respect to, the number or price of shares subject to this
     option. No adjustments need be made for dividends paid in cash or in
     property other than securities of the Company. If there shall be any change
     in the Common Stock of the Company through merger, consolidation,
     reorganization,



                                      -5-


     recapitalization, stock dividend, stock split, combination or exchange of
     shares, spin-off, split-up or other similar change in capitalization or
     event, the restrictions contained in this agreement shall apply with equal
     force to additional and/or substitute securities, if any, received by the
     Optionee in exchange for, or by virtue of his or her ownership of, Shares,
     except as otherwise determined by the Board.

          (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 in Section 9 hereof.

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



                               IROBOT CORPORATION

                      NON-QUALIFIED STOCK OPTION AGREEMENT

     iRobot Corporation (the "Company") hereby grants the following stock option
pursuant to its 2005 Stock Option and Incentive Plan, as amended from time to
time. The terms and conditions attached hereto are also a part hereof.


                                               
Name of optionee (the "Optionee"):
Date of this option grant:
Number of shares of the Company's
Common Stock subject to this option ("Shares"):
Option exercise price per share:
Number, if any, of Shares that may be purchased
on or after the grant date:
Shares that are subject to vesting schedule:
Vesting Start Date:


Vesting Schedule:


                                                
One year from Vesting Start Date:                  ___% of the Shares
Two years from Vesting Start Date:                 ___% of the Shares
Three years from Vesting Start Date:               ___% of the Shares
Four years from Vesting Start Date:                ___% of the Shares
Five years from Vesting Start Date:                ___% of the Shares
All vesting is dependent on the continuation of a Business Relationship with the
Company, as provided herein.
Payment alternatives:                              Section 7(a)(i) through (iii)


     This option satisfies in full all commitments that the Company has to the
Optionee with respect to the issuance of stock, stock options or other equity
securities.

                                        IROBOT CORPORATION


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

- -------------------------------------
City/State/Zip Code



                               IROBOT CORPORATION

    NON-QUALIFIED STOCK OPTION AGREEMENT -- INCORPORATED TERMS AND CONDITIONS

     1. Grant Under Plan. This option is granted pursuant to and is governed by
the Company's 2005 Stock Option and Incentive Plan, as amended from time to time
(the "Plan") and, unless the context otherwise requires, terms used herein shall
have the same meaning as in the Plan.

     2. Designation of Option. This Option is intended to be a Nonstatutory
Stock Option and is not intended to qualify as an Incentive Stock Option as
defined in Section 422 of the Internal Revenue Code of 1986, as amended and the
regulations thereunder (the "Code").

     3. Vesting of Option.

          (a) Vesting if Business Relationship Continues. The Optionee may
     exercise this option on or after the date of this option grant for the
     number of shares of Common Stock, if any, set forth (or, to the extent
     applicable, derived from the percentages set forth) on the cover page
     hereof. If the Optionee has continuously maintained a Business Relationship
     (as defined below) with the Company through the dates listed on the vesting
     schedule set forth on the cover page hereof, the Optionee may exercise this
     option for the additional number of shares of Common Stock set opposite the
     applicable vesting date. Notwithstanding the foregoing, the Board may, in
     its discretion, accelerate the date that any installment of this option
     becomes exercisable. The foregoing rights are cumulative and may be
     exercised only before the date which is seven years from the date of this
     option grant.

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

     4. Termination of Business Relationship.

          (a) Termination. If the Optionee's Business Relationship with the
     Company ceases, voluntarily or involuntarily, with or without cause, no
     further installments of this option shall become exercisable, and this
     option shall expire (may no longer be exercised) after the passage of three
     months from the date of termination, but in no event later than the
     scheduled expiration date. 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.

          (b) Employment Status. For purposes hereof, with respect to employees
     of the Company, employment shall not be considered as having terminated
     during any leave of absence if such leave of absence has been approved in
     writing by the Company and if such written approval contractually obligates
     the Company to continue the employment of the Optionee after the approved
     period of absence; in the event of such an approved leave



                                       -2-


     of absence, vesting of this option 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 option shall not be affected by any
     change of employment within or among the Company and its Subsidiaries so
     long as the Optionee continuously remains an employee of the Company or any
     Subsidiary.

     5. Death; Disability.

          (a) Death. Upon the death of the Optionee while the Optionee is
     maintaining a Business Relationship with the Company, this option may be
     exercised, to the extent otherwise exercisable on the date of the
     Optionee's death, by the Optionee's estate, personal representative or
     beneficiary to whom this option has been transferred pursuant to Section 9,
     only at any time within 180 days after the date of death, but not later
     than the scheduled expiration date.

          (b) Disability. If the Optionee ceases to maintain a Business
     Relationship with the Company by reason of his or her disability, this
     option may be exercised, to the extent otherwise exercisable on the date of
     cessation of the Business Relationship, only at any time within 180 days
     after such cessation of the Business Relationship, but not later than the
     scheduled expiration date. For purposes hereof, "disability" means
     "permanent and total disability" as defined in Section 22(e)(3) of the
     Code.

     6. Partial Exercise. This option may be exercised in part at any time and
from time to time within the above limits, except that this option may not be
exercised for a fraction of a share.

     7. Payment of Exercise Price. The exercise price shall be paid by one or
any combination of the following forms of payment that are applicable to this
option, as indicated on the cover page hereof:

          (i)  by cash, certified check or bank check payable to the order of
               the Company; or

          (ii) by delivery of an irrevocable and unconditional undertaking,
               satisfactory in form and substance to the Company, by a
               creditworthy broker to deliver promptly to the Company sufficient
               funds to pay the exercise price, or delivery by the Optionee to
               the Company of a copy of irrevocable and unconditional
               instructions, satisfactory in form and substance to the Company,
               to a creditworthy broker to deliver promptly to the Company cash
               or a check sufficient to pay the exercise price; or



                                       -3-


          (iii) by delivery of shares of Common Stock having a fair market value
               equal as of the date of exercise to the option price. To the
               extent required to avoid variable accounting treatment under FAS
               123R or other applicable accounting rules, such shares shall have
               been owned by the Optionee free of any substantial risk of
               forfeiture for at least six months.

          In the case of (iii) above, fair market value as of the date of
     exercise shall be determined as of the last business day for which such
     prices or quotes are available prior to the date of exercise and shall mean
     (i) the last reported sale price (on that date) of the Common Stock on the
     principal national securities exchange on which the Common Stock is traded,
     if the Common Stock is then traded on a national securities exchange; or
     (ii) the last reported sale price (on that date) of the Common Stock on the
     Nasdaq National Market (or successor trading system), if the Common Stock
     is not then traded on a national securities exchange.

     8. Method of Exercising Option. Subject to the terms and conditions of this
agreement, this option may be exercised by written notice to the Company at its
principal executive office, or to such transfer agent as the Company shall
designate. Such notice shall state the election to exercise this option and the
number of Shares for which it is being exercised and shall be signed by the
person or persons so exercising this option. Such notice shall be accompanied by
payment of the full purchase price of such shares, and the Company shall deliver
a certificate or certificates representing such shares as soon as practicable
after the notice shall be received. Such certificate or certificates shall be
registered in the name of the person or persons so exercising this option (or,
if this option shall be exercised by the Optionee and if the Optionee shall so
request in the notice exercising this option, shall be registered in the name of
the Optionee and another person jointly, with right of survivorship). In the
event this option shall be exercised, pursuant to Section 5 hereof, by any
person or persons other than the Optionee, such notice shall be accompanied by
appropriate proof of the right of such person or persons to exercise this
option.

     9. Option Not Transferable. This option is not transferable or assignable
except by will or by the laws of descent and distribution. During the Optionee's
lifetime only the Optionee can exercise this option.

     10. No Obligation to Exercise Option. The grant and acceptance of this
option imposes no obligation on the Optionee to exercise it.

     11. No Obligation to Continue Business Relationship. Neither the Plan, this
agreement, nor the grant of this option imposes any obligation on the Company to
continue the Optionee in employment or other Business Relationship.

     12. Adjustments. Except as is expressly provided in the Plan with respect
to certain changes in the capitalization of the Company, no adjustment shall be
made for dividends or similar rights for which the record date is prior to such
date of exercise.



                                       -4-


     13. Withholding Taxes. If the Company in its discretion determines that it
is obligated to withhold any tax in connection with the exercise of this option,
or in connection with the transfer of, or the lapse of restrictions on, any
Common Stock or other property acquired pursuant to this option, the Optionee
hereby agrees that the Company may withhold from the Optionee'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 or in kind from the Common Stock or other property otherwise
deliverable to the Optionee on exercise of this option. The Optionee further
agrees that, if the Company does not withhold an amount from the Optionee's
wages or other remuneration sufficient to satisfy the withholding obligation of
the Company, the Optionee will make reimbursement on demand, in cash, for the
amount underwithheld. In the event withholding is satisfied in kind, only the
minimum amount of required withholding shall be made.

     14. 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.

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

     16. Miscellaneous.

          (a) Notices. All notices hereunder shall be in writing and shall be
     deemed given when sent by mail, if to the Optionee, to the address set
     forth on the cover page 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. If this option becomes exercisable for a
     fraction of a share because of the adjustment provisions contained in the
     Plan, such fraction shall be rounded down.

          (d) Issuances of Securities; Changes in Capital Structure. Except as
     expressly provided herein or in the Plan, no issuance by the Company of
     shares of stock of any class, or securities convertible into shares of
     stock of any class, shall affect, and no adjustment by reason thereof shall
     be made with respect to, the number or price of shares subject to this
     option. No adjustments need be made for dividends paid in cash or in



                                       -5-


     property other than securities of the Company. If there shall be any change
     in the Common Stock of the Company through merger, consolidation,
     reorganization, recapitalization, stock dividend, stock split, combination
     or exchange of shares, spin-off, split-up or other similar change in
     capitalization or event, the restrictions contained in this agreement shall
     apply with equal force to additional and/or substitute securities, if any,
     received by the Optionee in exchange for, or by virtue of his or her
     ownership of, Shares, except as otherwise determined by the Board.

          (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 in Section 9 hereof.

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

                                                                    Exhibit 23.2



            CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


We hereby consent to the use in this Amendment No. 2 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
September 30, 2005

 

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